Terms of Service

Last Updated: July 2, 2026

1. Introduction; Agreement to Terms

These Terms of Service explain the rules that apply when You access or use the services made available by ReplyApp Inc. (“Reply,” “we,” “us,” or “our“), including our websites, applications, software, features, and related online services (collectively, the “Services”).

By creating an account, accessing or using the Services, signing or accepting an order form, or otherwise agreeing to these Terms, You agree to be bound by these Terms. If You use the Services for a company or other organization, You represent and warrant that You have authority to bind that organization, and “You” and “Your” refer to that organization.

These Terms, together with any applicable order form, Privacy Policy, Data Processing Agreement, Service Level Agreement, AI Features Terms, Acceptable Use Policy, Mailbox and Domain Services Terms, Jurisdiction-Specific Terms Appendix, and other supplemental terms or policies expressly incorporated by reference, form the agreement between You and Reply regarding the Services.

Some Services or features may be subject to additional terms. If supplemental terms apply to a particular Service or feature, those terms control solely with respect to that Service or feature to the extent they conflict with these Terms. The Data Processing Agreement controls with respect to the processing of Your Data. The Jurisdiction-Specific Terms Appendix controls to the extent required by applicable law in the relevant jurisdiction. If You have a separately signed order form, that order form governs any conflict with these Terms only with respect to the commercial terms, Subscription details, and service-specific terms stated in that order form, unless the order form expressly states otherwise.

If You do not agree to these Terms, You may not access or use the Services.

2. Changes to These Terms or the Services

We may update these Terms from time to time. If we make material changes, we will provide notice in compliance with these Terms. Unless the notice states otherwise, material changes will become effective thirty (30) days after notice is provided. Certain changes may take effect sooner where reasonably necessary to address legal requirements, security risks, operational issues, abuse, fraud, platform integrity, or changes to the Services. The updated Terms replace all prior versions. If You continue using the Services after the updated Terms take effect, You accept the updated Terms. If You do not agree to the updated Terms, You must stop using the Services before the changes become effective.

We may update, suspend, discontinue, or change the Services or any feature from time to time. We may remove or restrict access to content or data where permitted by these Terms, required by law, necessary to protect the Services or other users, or necessary to address suspected violations, abuse, security risks, or unlawful activity. If we make a change to the Services that materially and adversely affects Your use during Your then-current paid Subscription Term, and we are unable to provide substantially equivalent functionality, You may terminate the affected Subscription upon written notice to us and receive a pro-rated refund of prepaid, unused fees for the remaining period. This remedy does not apply to Beta Features, Free Services, changes required by applicable law, or changes to third-party provider components outside our control. “Subscription” means a paid, recurring subscription to the Services for a monthly, annual, or other recurring subscription period, as specified in the applicable order form, checkout page, billing page, subscription settings, or other ordering process. “Subscription Term” means the then-current period of a Subscription, including any renewal period.

From time-to-time we may offer access to features, functionality, or services we identify as beta, pilot, preview, early access, experimental, or similar (“Beta Features”) We may make such Beta Features or other functionality, or services available at no charge, including free trials and promotional access (“Free Services“). Beta Features and Free Services are provided “as is” and “as available” without warranty, commitment to continued availability, or support obligation, and may be modified, suspended, or discontinued at any time without notice or liability. Reply may establish eligibility requirements or usage limits for Beta Features and Free Services. Fees, billing, and renewal provisions in Section 9 do not apply to Free Services unless otherwise stated.

3. Use of the Services

You may use the Services only if You have legal authority to enter into these Terms. The Services are not intended for individuals under eighteen (18) years old.

You are responsible for Your account, Your users, and all activity under Your account. You must keep Your account information accurate and Your credentials secure. You must promptly notify us if You become aware of unauthorized access to Your account or the Services.

You are responsible for maintaining and protecting Your Data. Except as expressly provided in these Terms, the Privacy Policy, or an applicable Data Processing Agreement, Reply is not responsible for any loss, corruption, deletion, or failure to store Your Data, or for costs associated with backing up or restoring Your Data.

You may not access or use the Services if You are our direct competitor, except with our prior written consent. You also may not access or use the Services to monitor availability, performance, or functionality, or for benchmarking, competitive, or similar purposes.

4. Your Data

You retain ownership of Your Data. Reply does not claim ownership of Your Data. “Your Data” includes data, content, communications, files, records, and other information submitted to, uploaded to, stored in, transmitted through, or otherwise made available to the Services by You or on Your behalf, including by Your users or through third-party services You connect to the Services.

You grant Reply and our service providers a non-exclusive license to host, store, transmit, copy, process, display, and use Your Data to provide and operate the Services, maintain platform security, respond to Your requests, improve Service functionality, comply with law, and perform our obligations under these Terms and any applicable agreement with You. Except as expressly agreed in writing, Reply does not use Your Data to train generalized artificial intelligence or machine learning models for the benefit of other customers.

You are responsible for Your Data. This includes making sure that Your Data is accurate, lawful, and appropriate for use with the Services. You represent and warrant that You have all rights, permissions, notices, and consents needed for Reply and our service providers to process Your Data as described in these Terms, our Privacy Policy, and any applicable Data Processing Agreement.

We may process email addresses and related deliverability information submitted to the Services to validate email addresses, reduce bounce rates, support deliverability, maintain platform integrity, and improve internal validation functionality.

Except as described in these Terms, the Privacy Policy, or an applicable Data Processing Agreement, we do not use Your Data for purposes unrelated to providing, securing, supporting, maintaining, or improving the Services, except as otherwise expressly permitted by these Terms.

To the extent AI features within the Services generate AI-Generated Content, as defined in the AI Features Terms, derived from Your Data, Reply does not claim ownership of that AI-Generated Content. You are responsible for reviewing AI-Generated Content before use and for ensuring that Your use of AI-Generated Content complies with applicable law, these Terms, and the AI Features Terms. The no-training commitment in this Section applies to Your Data, including data submitted to AI features as defined in the AI Features Terms (“Input Data”).

Reply may generate, collect, and use aggregated, anonymized, or deidentified data that does not identify You, any individual, or permit re-identification of Your Data for analytics, benchmarking, security, fraud prevention, service improvement, and other lawful business purposes.

5. Third-Party Services

Certain features of the Services require or allow You to connect third-party accounts, applications, email accounts, calendars, CRMs, data sources, or other third-party services.

By connecting a third-party service, You authorize Reply to access, transmit, store, process, and use information from that third-party service as necessary to provide the Services and as otherwise described in these Terms, the Privacy Policy, and any applicable Data Processing Agreement.

You are responsible for ensuring that You have all rights, permissions, notices, and consents necessary to connect third-party services and permit the related processing. Your use of third-party services remains subject to the terms and policies of those third parties. Reply is not responsible for third-party services, their availability, accuracy, content, security practices, or the acts or omissions of third-party providers, and Reply disclaims all liability in connection therewith.

You may disconnect supported third-party services through available account settings or by contacting support where applicable. Disconnection may limit or disable related Services functionality.

6. Access to Your Data; Security

Subject to the limited exceptions described in these Terms, the Privacy Policy, and any applicable Data Processing Agreement, Reply accesses Your Data only as reasonably needed to provide, support, secure, maintain, improve, and operate the Services, comply with applicable law, or perform related operational functions.

You may choose to share Your Data with other users, integrations, or third-party services. If You choose to share Your Data, You are responsible for that sharing and for the permissions You grant.

Reply personnel may access Your Data where reasonably necessary to provide support You request, troubleshoot technical issues, maintain or secure the Services, investigate abuse or security concerns, comply with applicable law, or perform related operational functions. Personnel with access to Your Data are subject to confidentiality and security obligations.

We maintain administrative, technical, and organizational safeguards designed to protect the security, confidentiality, and integrity of Your Data, as described in our Privacy Policy and Data Processing Agreement. No internet-based service can be guaranteed to be completely secure or uninterrupted. You are responsible for maintaining the security of Your account credentials, devices, and systems, and for maintaining appropriate backups of Your Data.

If Reply becomes aware of a confirmed Security Incident involving Your Data, Reply will address and notify You of the Security Incident as required by the Data Processing Agreement and applicable law.

7. Customer Responsibilities and Acceptable Use

You are responsible for Your use of the Services and for ensuring that Your use of the Services complies with these Terms, applicable laws, and any applicable policies.

You must not use the Services to:

violate applicable law or the rights of others;
send spam, unsolicited commercial messages, or other communications in violation of applicable anti-spam, marketing, privacy, or communications laws;
use purchased, rented, harvested, scraped, or otherwise unlawfully obtained contact lists;
send deceptive, misleading, fraudulent, harassing, abusive, defamatory, obscene, unlawful, or otherwise objectionable content;
impersonate any person or entity or misrepresent Your identity, affiliation, products, or services;
infringe or misappropriate intellectual property, privacy, publicity, or other rights;
upload or transmit malware, spyware, harmful code, or other malicious materials;
interfere with, disrupt, overload, or degrade the Services or related systems;
attempt to gain unauthorized access to the Services, accounts, systems, networks, or data;
reverse engineer, decompile, disassemble, or attempt to derive source code or underlying technology, except to the extent such restriction is prohibited by applicable law;
bypass, disable, or interfere with security, rate limit, usage, deliverability, or abuse-prevention controls;
use the Services to develop, train, or improve competing products or services;
use the Services for benchmarking, competitive analysis, scraping, or monitoring without our prior written consent;
use the Services for unlawful discrimination, harassment, or violation of individual rights; or
use the Services in a manner that may damage our reputation, impair deliverability, create platform risk, or expose Reply, our customers, service providers, or other users to legal, operational, or security risk.

We may investigate suspected violations of these Terms or applicable policies and may suspend or terminate access to the Services as described below.

8. Communications Compliance and Anti-Spam Requirements

You are solely responsible for all communications sent through or in connection with the Services, including email, messaging, social outreach, calls, and other communications.

Your use of the Services is also subject to the Acceptable Use Policy, AI Features Terms, Mailbox and Domain Services Terms, and any applicable service-specific requirements incorporated into these Terms.

You represent and warrant that Your use of the Services will comply with all applicable marketing, anti-spam, privacy, data protection, consumer protection, and communications laws. These may include, depending on Your location, recipients, and use case, the CAN-SPAM Act, Canada’s Anti-Spam Legislation (CASL), GDPR, UK GDPR, U.S. state privacy laws, and other applicable federal, state, provincial, national, or international requirements.

You are responsible for ensuring that each communication sent through or in connection with the Services:

is lawful and non-deceptive;
uses accurate sender, header, routing, and subject-line information;
includes required notices, disclosures, opt-out mechanisms, and contact information where required by law;
honors opt-out, unsubscribe, objection, suppression, and similar requests within required time periods;
is sent only where You have a lawful basis, consent, permission, legitimate interest, or other authorization required for the communication; and
complies with applicable platform, mailbox, CRM, social network, telecommunications, and third-party service requirements.

You acknowledge that not all communications sent through the Services will be delivered or received by their intended recipients. Deliverability may be affected by recipient systems, third-party providers, mailbox rules, spam filters, reputation factors, technical settings, customer behavior, or other factors outside Reply’s control.

We may suspend, throttle, restrict, or terminate campaigns, accounts, sending activity, or related Services functionality where we believe activity may violate these Terms, applicable law, third-party provider requirements, deliverability standards, or platform integrity requirements.

9. Fees, Billing, Taxes, and Renewals

You will pay all fees specified in the applicable order form, checkout page, billing page, Subscription settings, or other ordering process.

Unless otherwise stated in an applicable order form, fees are billed in advance and are non-refundable except where required by law or expressly stated in the applicable order form.

Non-use, partial use, low utilization, lack of awareness of renewal, or perceived lack of value are not bases for refund, credit, or service termination outside the cancellation procedure set forth in Section 9. We do not warrant, guarantee, or commit to any specific business outcome from use of the Services, including without limitation email open rates, reply rates, deliverability rates, meeting bookings, qualified leads, pipeline, revenue, or any other commercial result. Dissatisfaction with results, performance, or outcomes is not a basis for refund or credit. Dissatisfaction with the quality, accuracy, completeness, usefulness, or business results of AI-generated content or AI Features is not a basis for refund or credit. Additional terms governing AI Features are set forth in the AI Features Terms. All fees are stated in U.S. dollars unless an order form expressly states a different currency. You are solely responsible for confirming the price, billing currency, Subscription Term length (monthly, annual, multi-year), seat count, and product tier before completing a purchase. Misunderstanding of currency, price, term, tier, or quantity is not a basis for refund, credit, or term change. Unused credits, contacts, validation credits, AI tokens, mailboxes, domains, seats, and other usage allowances expire at the end of the applicable billing period and do not roll over to any subsequent period unless expressly stated in an order form. Unused allowances are not refundable, transferable, assignable, or convertible to cash, credit, or any other form of value. You are solely responsible for managing administrator access, payment-method ownership, role changes, internal handovers, and offboarding for all of its Authorized Users. Reply is not liable for, and You are not entitled to a refund of, charges incurred due to Your personnel changes, loss of internal access to Your Reply account, delays in internal administrative action, or Your failure to communicate cancellation or downgrade intent internally. Discounts, coupons, promotional credits, and other price adjustments must be applied at the time of purchase. Failure to apply an eligible code at checkout, expiration of a code, or any other administrative oversight by You is not a basis for refund, credit, or retroactive price adjustment. You are responsible for maintaining accurate and current contact information and for reviewing communications relating to billing, renewals, account administration, and the Services. Failure to review or act upon such communications does not affect Your payment obligations or otherwise entitle You to a refund except where required by applicable law.

Any refund, credit, accommodation, waiver, or other adjustment provided by Reply is discretionary, non-precedential, and does not constitute an admission of liability, a waiver of any rights, or a modification of these Terms.

If You purchase a Subscription, Your Subscription will automatically renew for successive renewal periods unless You cancel before the renewal date. The renewal period, renewal price, billing frequency, cancellation method, and other material renewal terms will be disclosed to You before purchase or in the applicable order form, checkout page, billing page, Subscription settings, or other ordering process. By purchasing a Subscription, You authorize Reply to charge Your payment method on file for recurring Subscription fees, applicable taxes, and other charges associated with Your Subscription until You cancel or the Subscription is otherwise terminated. You must keep Your billing and payment information accurate and current. After You purchase a Subscription, we will provide an acknowledgement or confirmation that includes the material Subscription terms and cancellation information where required by law.

You may cancel Your Subscription through the cancellation method made available in Your account, through the Services, or through another cancellation method we make available to You. If You subscribed online, You will be able to cancel online in a manner designed to be easy to use and without unreasonable delay. For cancellation assistance, You may contact [email protected]. Cancellation will take effect at the end of the then-current Subscription period unless otherwise stated in an applicable order form or required by law. Cancellation requests received on or after the renewal date apply to the next Subscription Term following the then-current renewal. There is no grace period for cancellation after a renewal charge has been processed. Reply has no obligation to issue refunds for fees paid for a renewed Subscription Term that has already begun. You will not receive a refund for fees already paid unless required by law or expressly stated in the applicable order form.

Where required by law, we will provide renewal notices, reminders, confirmations, acknowledgements, material-change notices, price-change notices, or other disclosures relating to automatic renewal or continuous service terms. Where required by law, we will obtain Your express affirmative consent to automatic renewal or continuous service terms before charging You on a recurring basis. Certain jurisdictions may provide additional cancellation, withdrawal, renewal, refund, or consumer protection rights that cannot be waived or limited by contract. Nothing in these Terms limits any such non-waivable rights.

You are responsible for all taxes, levies, duties, or similar governmental assessments associated with Your purchases, excluding taxes based on Reply’s net income. We may charge taxes where required or permitted by law. If any payment under these Terms is subject to withholding tax under applicable law, You may deduct and withhold such amounts from payments to Reply, provided that You promptly provide Reply with official tax certificates or other documentation evidencing such withholding as required by applicable law, and the parties will cooperate in good faith to minimize withholding taxes to the extent permitted by law. Your purchase is not contingent on delivery of any future functionality or features, or on any oral or written public statement regarding future functionality or features.

If You dispute an invoice or charge in good faith, You must notify Reply in writing within thirty (30) days of the invoice date or charge, identifying the disputed amount and the basis for the dispute. Before initiating a chargeback or bank payment dispute, You must provide Reply with written notice and a reasonable opportunity to investigate and attempt to resolve the dispute pursuant to this Section. Undisputed amounts remain due and payable when due. If payment is not received when due, we may suspend or terminate access to the Services, charge late fees or interest where permitted, or pursue other remedies available under these Terms or applicable law.

10. Suspension and Termination

You may stop using the Services at any time. Subscription cancellation is handled as described in Section 9 and any applicable order form, checkout page, billing page, Subscription settings, or other ordering process.

We may suspend or terminate Your access to the Services, in whole or in part, if You violate these Terms; fail to pay amounts when due; create legal, security, operational, deliverability, reputational, or platform-integrity risk; violate applicable law or third-party provider requirements; present a reasonable risk of violating applicable law or third-party provider requirements; or if suspension or termination is required by law, court order, governmental authority, or third-party provider.

Where practicable, we will use reasonable efforts to provide advance notice and an opportunity to cure. We may act immediately where necessary to address legal, security, abuse, deliverability, platform-integrity, or operational risk.

Upon termination or expiration, Your right to access and use the Services will cease. For a period of thirty (30) days following termination or expiration, You may request export of Your Data through available account functionality or by contacting support, subject to applicable retention obligations. After that period, Reply may delete Your Data in accordance with our standard retention practices, the Privacy Policy, and any applicable Data Processing Agreement. Reply is not liable for any loss of data following the expiration of the export period. Certain Services, including phone numbers, mailboxes, domains, or other provisioned resources, may be released, deactivated, or made unavailable after cancellation, termination, or non-payment as described in the applicable service-specific terms.

11. Intellectual Property

Reply and its licensors own all rights, title, and interest in and to the Services, including the software, technology, source code, object code, designs, interfaces, workflows, databases, documentation, templates, models, algorithms, know-how, inventions, discoveries, processes, methodologies, training materials, and other materials used to provide the Services, together with all associated intellectual property rights therein, including copyrights, trademarks, service marks, trade names, trade dress, trade secrets, patents, patent applications, and other proprietary rights recognized under applicable law (collectively, the “Reply Intellectual Property”). All rights not expressly granted to You under these Terms are reserved by Reply and its licensors.

Without limiting the foregoing, the Reply Intellectual Property includes, without limitation, Reply’s trademarks, service marks, trade names, logos, domain names, and other source identifiers, including MAILTOASTER and JASON AI, together with all associated goodwill.

Except for the limited rights expressly granted to You under these Terms, Reply does not grant You any ownership interest or other rights in the Services or the Reply Intellectual Property. You may not copy, modify, distribute, sell, lease, sublicense, create derivative works from, reverse engineer, decompile, disassemble, or otherwise exploit the Services or the Reply Intellectual Property except as expressly permitted by these Terms or authorized by Reply in writing.

You retain ownership of Your Data, subject to the limited rights granted to Reply under these Terms.

12. Suggestions

By providing comments, ideas, recommendations, feedback, enhancement requests, or other suggestions about the Services (“Suggestions“), You agree that they are non-confidential and may be used by Reply without restriction. To the extent any rights in the Suggestions do not automatically transfer to Reply, You assign those rights to Reply and grant Reply an unrestricted, worldwide, perpetual, irrevocable, royalty-free right to use, modify, commercialize, and otherwise exploit the Suggestions for any purpose without payment, attribution, or obligation to You.

13. Confidentiality

Each party may receive non-public information from the other party in connection with the Services that is designated as confidential or reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure (“Confidential Information“). Confidential Information does not include information that is or becomes publicly known through no act or omission of the receiving party, was already known to the receiving party without restriction, is rightfully received from a third party without restriction, or is independently developed without use of or reference to the disclosing party’s Confidential Information.

Each party will protect the other party’s Confidential Information using at least reasonable care and will use Confidential Information only as necessary to perform obligations or exercise rights under these Terms. Each party may disclose Confidential Information to its employees, contractors, affiliates, service providers, advisors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section.

A party may disclose Confidential Information to the extent required by applicable law, regulation, court order, or governmental authority, provided that the receiving party gives the disclosing party reasonable prior written notice where legally permitted and cooperates with reasonable efforts to seek confidential treatment.

The confidentiality and security obligations applicable to Your Data and personal data are governed by the Privacy Policy and Data Processing Agreement, which control in the event of any conflict with this Section.

14. Third-Party Services, Content, and Links

The Services may connect to or work with third-party services, integrations, applications, links, content, data, or materials. These third-party services and materials are not controlled by Reply.

Your use of third-party services and materials is subject to the terms and policies of the applicable third parties. Reply is not responsible for third-party services or materials, including their availability, security, accuracy, legality, performance, or continued operation.

We may add, remove, suspend, or modify integrations or third-party service connections from time to time.

15. Promotion, Affiliates, and Publicity

You may not use Reply’s name, logos, trademarks, trade names, domain names, or other brand identifiers in a way that suggests endorsement, partnership, affiliation, sponsorship, or approval without Reply’s prior written consent.

You may not bid on, purchase, or use Reply’s names, marks, domain names, confusingly similar terms, misspellings, or related brand identifiers as keywords, advertising terms, metadata, sponsored links, paid search terms, or similar advertising mechanisms except as expressly authorized in writing.

You may not use unsolicited commercial email, spam, deceptive advertising, misleading domain names, or other improper solicitation methods to promote Reply, the Services, or any affiliate or referral relationship.

If You participate in a partner, affiliate, referral, agency, reseller, or similar program, You must comply with all applicable program terms and any additional restrictions provided by Reply. We may suspend or terminate Your participation in any such program, withhold unpaid commissions, or take other action if You violate these Terms, applicable program terms, or applicable law.

You may not issue press releases or public announcements referring to Reply or the Services without our prior written consent, except where expressly permitted in an applicable written agreement.

16. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPLY AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND ERROR-FREE OPERATION.

REPLY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE FROM LOSS, THEFT, MISUSE, UNAUTHORIZED ACCESS, DISCLOSURE, ALTERATION, OR DESTRUCTION. REPLY DOES NOT WARRANT THAT ANY COMMUNICATION SENT THROUGH THE SERVICES WILL BE DELIVERED, RECEIVED, OPENED, READ, OR ACTED UPON.

REPLY DOES NOT PROVIDE LEGAL, COMPLIANCE, MARKETING, DELIVERABILITY, OR PROFESSIONAL ADVICE. YOU ARE RESPONSIBLE FOR EVALUATING YOUR USE OF THE SERVICES AND COMPLYING WITH LAWS AND REQUIREMENTS THAT APPLY TO YOUR BUSINESS, RECIPIENTS, COMMUNICATIONS, DATA, AND USE CASES.

THE SERVICES MAY INCLUDE ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING FEATURES. AI-GENERATED CONTENT MAY CONTAIN ERRORS, INACCURACIES, OMISSIONS, OR UNINTENDED OUTPUTS. REPLY MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF AI-GENERATED CONTENT, AND YOU ARE RESPONSIBLE FOR REVIEWING AND EVALUATING ALL AI-GENERATED CONTENT BEFORE RELYING ON OR USING IT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN SUCH JURISDICTIONS, THE DISCLAIMERS ABOVE APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPLY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, BUSINESS, OR BUSINESS INTERRUPTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF REPLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPLY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR ANY RELATED AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO REPLY FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF CERTAIN LIABILITIES. IN SUCH JURISDICTIONS, PORTIONS OF THE LIMITATIONS ABOVE APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM, CAUSE OF ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR THE RELATIONSHIP BETWEEN THE PARTIES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM AROSE. ANY CLAIM NOT COMMENCED WITHIN THAT PERIOD IS PERMANENTLY BARRED.

18. Indemnification

You will defend, indemnify, and hold harmless Reply, its affiliates, and their respective officers, directors, employees, agents, service providers, and licensors from and against any third-party claims, demands, actions, proceedings, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to Your Data; Your use of the Services; communications sent or initiated by You or on Your behalf; Your violation of these Terms, an applicable order form, or any incorporated policy; Your violation of applicable law or third-party rights; Your products, services, business, recipients, users, or customers; Your failure to obtain or maintain required rights, permissions, consents, notices, or lawful bases; Your use of third-party services in connection with the Services; or unauthorized access to or use of the Services resulting from Your acts or omissions.

Reply may assume exclusive control of the defense of any matter subject to indemnification by You, in which case You will cooperate with Reply in asserting available defenses. You may not settle any indemnified claim without Reply’s prior written consent unless the settlement fully releases Reply, imposes no obligation on Reply, and contains no admission of fault by Reply.

19. DMCA and Copyright Complaints

If You believe that material available through the Services infringes Your copyright, You may notify Reply’s designated copyright agent in accordance with our DMCA Policy or by contacting Reply’s designated copyright agent at: ReplyApp Inc. Legal Department, 6218 Georgia Ave. NW, Suite #1, Office 3048
Washington, DC 20011; [email protected]. Notifications must include the information required by the Digital Millennium Copyright Act, 17 U.S.C. Section 512(c)(3). We may remove or disable access to allegedly infringing material upon receipt of a compliant notice. We may also terminate accounts of repeat infringers where appropriate.

Reply’s DMCA Policy is available at https://reply.io/dmca.

20. Governing Law and Dispute Resolution.

(a) Governing Law.

These Terms and any dispute arising out of or relating to these Terms or the Services are governed by the laws of the State of Delaware, USA, without regard to its conflict of law rules.

(b) Informal Resolution.

Before initiating arbitration or any legal proceeding, the party asserting a dispute must give the other party written notice describing the nature of the dispute and the relief requested. The parties will attempt to resolve the dispute informally for thirty (30) days after notice is received. Either party may proceed as permitted below if the dispute is not resolved within that period.

(c) Arbitration Agreement.

Except for the claims described below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including questions of arbitrability, will be finally resolved by binding arbitration administered by JAMS under its applicable rules. The arbitration will be conducted by one neutral arbitrator. The arbitrator will have exclusive authority to resolve all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement, including whether a dispute is subject to arbitration.

The arbitration will be conducted in English. Unless the parties agree otherwise, the place of arbitration will be New Castle County, Delaware, except that the arbitrator may permit the parties to appear remotely or by video conference where appropriate. The arbitrator may award any relief that would be available in court on an individual basis, including damages, injunctive relief, declaratory relief, attorneys’ fees, and costs, subject to the limitations, exclusions, and remedies set forth in these Terms. The arbitrator’s award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The parties agree that arbitration under this Section will proceed only on an individual basis and not on a class, collective, consolidated, or representative basis except as expressly required by applicable law.

The parties will bear arbitration filing, administrative, and arbitrator fees in accordance with the applicable JAMS rules, unless the arbitrator determines that a different allocation is required by applicable law or is necessary to preserve the enforceability of this arbitration agreement. Nothing in this Section prevents the arbitrator from awarding fees or costs to the prevailing party where permitted by these Terms, the applicable JAMS rules, or applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

(d) Excluded Claims and Cumulative Remedies.

Either party may bring an individual claim in small claims court in New Castle County, Delaware, or in the county where You reside or, if You are an organization, where You have Your principal place of business, if the claim qualifies for small claims court and seeks no more than the applicable small claims jurisdictional limit. A claim may proceed in small claims court only on an individual basis and only while it remains in that court.

Nothing in this Section prevents either party from seeking injunctive, equitable, or declaratory relief in any court of competent jurisdiction, without bond or other security, for claims involving actual or threatened unauthorized access to or use of the Services, unauthorized use or disclosure of confidential information, or infringement or misappropriation of intellectual property rights. These excluded claims are not subject to the arbitration requirement above.

Except as expressly stated in these Terms, the rights and remedies available to either party are cumulative and are in addition to any other rights or remedies available under these Terms, at law, or in equity. A party’s exercise of one right or remedy does not limit that party’s ability to exercise any other right or remedy.

(e) Class Action Waiver and Arbitration Opt-Out.

YOU AND REPLY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

You may opt out of the arbitration agreement and class action waiver in this Section by sending written notice to Reply by a nationally recognized delivery service that provides proof of delivery within thirty (30) days after the first date You access or use the Services. The notice must include Your name, account email address, mailing address, and a clear statement that You opt out of the arbitration agreement and class action waiver. The opt-out is effective only upon Reply’s receipt of the notice. Opting out of the arbitration agreement and class action waiver does not affect any other provision of these Terms. Opt-out notices must be sent to: ReplyApp Inc., 6218 Georgia Ave. NW, Suite #1, Office 3048, Washington, DC 20011.

(f) Venue, Attorneys’ Fees, and Mandatory Rights.

For any claim not subject to arbitration, and for any action to compel arbitration, stay proceedings, confirm or enforce an arbitration award, or seek temporary or preliminary relief, each party submits to the exclusive jurisdiction and venue of the state courts sitting in New Castle County, Delaware, and the United States District Court for the District of Delaware, unless applicable law requires otherwise.

The prevailing party in any action or proceeding to enforce these Terms or to confirm or vacate an arbitration award may recover its reasonable attorneys’ fees and costs, except to the extent prohibited by applicable law.

If You are located in a jurisdiction covered by applicable jurisdiction-specific terms, those terms apply as stated in the applicable appendix or supplemental terms. Nothing in this Section limits any non-waivable rights You may have under applicable law.

21. Miscellaneous.

(a) Entire Agreement.

These Terms, together with any applicable order form, Privacy Policy, Data Processing Agreement, AI Features Terms, Acceptable Use Policy, Mailbox and Domain Services Terms, Jurisdiction-Specific Terms Appendix, and any other supplemental terms or policies expressly incorporated by reference, constitute the entire agreement between You and Reply regarding the Services and supersede all prior or contemporaneous agreements, representations, warranties, and understandings regarding the Services. Except as expressly stated in these Terms, an applicable order form, or an incorporated supplemental term, no document or policy modifies these Terms unless it is expressly incorporated by reference.

(b) Severability; Waiver.

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it enforceable, consistent with the original intent of the parties, to the maximum extent permitted by law. No waiver of any provision of these Terms will be effective unless in writing and signed by the party granting the waiver. No failure or delay by either party in exercising any right or remedy under these Terms will constitute a waiver of that right or remedy. A waiver on one occasion will not be deemed a waiver of any other or future occurrence.

(c) Assignment.

You may not assign or transfer these Terms, in whole or in part, by operation of law or otherwise, without Reply’s prior written consent. Reply may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, sale of assets, or operation of law. Any purported assignment in violation of this provision is void. These Terms bind and benefit the parties and their respective successors and permitted assigns.

(d) Force Majeure.

Neither party will be liable for any failure or delay in performance to the extent caused by circumstances beyond that party’s reasonable control, including acts of God, natural disasters, pandemics or epidemics, war, terrorism, riots, governmental actions or orders, labor disputes, power outages, or failures of internet or telecommunications infrastructure. The affected party will promptly notify the other party and use reasonable efforts to resume performance.

(e) Relationship of the Parties.

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other’s behalf.

(f) No Third-Party Beneficiaries.

These Terms are for the benefit of the parties only and do not create any rights in any third party unless expressly stated in these Terms.

(g) Export Compliance.

You represent and warrant that You are not located in, and will not use or access the Services from, a country or territory subject to a comprehensive U.S. embargo, and that You are not identified on any U.S. government list of prohibited or restricted parties. You will comply with all applicable export control and sanctions laws and regulations in connection with Your use of the Services.

(h) Survival.

Provisions that by their nature should survive termination or expiration will survive, including provisions relating to ownership, payment obligations, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and this Miscellaneous Section.

(i) Notices

Legal and contractual notices to Reply must be sent to: ReplyApp Inc., 6218 Georgia Ave. NW, Suite #1, Office 3048, Washington, DC 20011. Questions regarding these Terms or other legal matters may be directed to [email protected]. Notices to Reply are effective only upon actual receipt. Electronic notices sent to [email protected] satisfy a notice requirement only where notice by email is expressly permitted under these Terms.

Notices to You may be provided through the Services, by email to the address associated with Your account, through Your account dashboard, or by other reasonable means. Notices to You are deemed received upon delivery through the Services, posting to Your account dashboard, transmission by email, or, if sent by physical mail, three (3) business days after deposit with a nationally recognized courier or postal service. You are responsible for keeping Your account and contact information current.

(j) Construction and Interpretation.

The headings in these Terms are for convenience only and have no legal or contractual effect. These Terms will not be construed against the drafter. “Including” and similar terms are not limiting. References to “days” mean calendar days unless otherwise specified.

(k) Electronic Acceptance.

You agree that Your electronic acceptance of these Terms, whether by clicking to accept, checking a box, signing an order form, or otherwise manifesting assent, constitutes a valid and binding agreement to these Terms with the same legal effect as a handwritten signature.