These Terms of Service (the "Terms”) are a legally binding agreement which governs the contractual relationship between: 

-       Simpleda S.A., a company governed under the laws of Panama and having its registered office at PH SL-cincuenta y cinco (SL-55), piso veintidos (22), Corregimiento de Bella Vista, Ciudad de Panama, Republica de Panama, and its affiliates (hereinafter collectively referred to as “GetReplied” “us,” “we” or “our”); and
-       each user, entity or visitor (herein after referred to as “you” or “your”): (i) accessing/using the website and our SaaS platform located at https://www.getreplied.com/ (herein after referred to as the “Website”), and/or (ii) using the Services (as such term is defined under Section 2.1 below). 

You and GetReplied shall also hereinafter be referred to together as the “Parties” and individually as a “Party”. 

‍Please read these Terms carefully before using the Website and Services. Your access to the Website and your use of the Services (defined below) is conditioned upon your acceptance of and compliance with these Terms.

1.          Acceptance and Modification of these Terms 

‍By accessing the Website and by using the Services (as defined below) you agree to be bound by these Terms and accept to comply with all applicable laws and regulations. Should you disagree to be bound by these Terms, in whole or in part, you shall: (i) not be permitted/authorized to use the Services (defined below), and (ii) refrain from accessing the Website and Services.  

Your continued use of the Website and Services shall be deemed to constitute your express acceptance of these Terms.  If you do not accept to any term or condition, please exit our Website and close the web tab.

GetReplied reserves the right, at any time and in its sole discretion, to modify or replace these Terms, and we will notify our users through a web tab, web notification or by email as appropriate. You shall be solely responsible for checking these Terms periodically, to stay abreast of any changes to the Terms. Your continued access to the Website and use of the Services following the posting of any changes to these Terms shall be subject to the newly modified Terms.

2.          The Services

2.1       GetReplied provides you, through the Website, with its proprietary web-based Software-as-a-Service (SaaS)platform which enables you to implement custom quick reply buttons to your outgoing emails, thereby allowing recipients to reply to you by clicking such buttons (the “Service(s)”).  

2.2       The functionalities of our Services along with other details pertaining to the current and available features and/or functionalities shall be described on GetReplied´s Website from time to time. You acknowledge and agree that GetReplied may, in its sole discretion, add any new features and/or functionalities to the Services, which shall be subject to these Terms. 

2.3       GetReplied currently only supports certain email platforms (the “Supported Email Platform(s)”) as pertains to quick reply buttons shared (by you) via the SaaS platform. The Supported Email Platforms found to be compatible with and supported by GetReplied are described on the Website. You acknowledge and agree that GetReplied may, at any time and in its sole discretion, modify or replace the Supported Email Platforms(s).  

2.4       You acknowledge and agree that GetReplied uses its own platform as well as other third-party providers in order to provide the functionalities of the quick reply buttons (the “Button(s)”) via an  integration with sales email and outreach software. Notwithstanding the foregoing, GetReplied shall not be responsible for the technical compatibility, quality or merit of the information, texts and layout found on the Buttons. You acknowledge and agree that the Buttons may not contain all the exact information, characteristics, technical characteristics, code, links and software implementations as intended by you. 

2.5       Email Delivery. When someone clicks on a Button, by default you will receive the answer as an email notification. GetReplied goes to great lengths to ensure successful delivery of emails, but not withstanding, we cannot guarantee successful delivery of 100% of any email notifications due to various technical characteristics, resource constrains and other integrations with the Supported Email Platforms. We recommend that you check your Spam folder and that you expressly and conspicuously indicate your customers to check their spam folders in order to make sure that you or your customers did not miss any reply notifications. 

2.6       Buttons Availability. GetReplied makes no warranty that the Buttons provided by GetReplied will be available 100% of the time and will be error free. You will be solely responsible for any damage arising from any errors on a Button or unavailability of a Button. For more information, please read Section 9. 

2.7       In certain cases, and in GetReplied’s sole discretion, you shall enter into a separate agreement or order form (“Separate Agreement”) with GetReplied. Such Separate Agreement: (i) shall refer to these Terms as constituting an integral part of the Separate Agreement, and (ii) may include additional terms and conditions that apply to the Services. By executing any such Separate Agreement (whether it be electronically or not), you agree to be bound by the terms and conditions of said Separate Agreement in addition to these Terms. Any Separate Agreement shall be considered an integral part of these Terms. For the avoidance of doubt, if a conflict arises between these Terms and any Separate Agreement, the Separate Agreement shall prevail and control.  

2.8       You acknowledge and agree that GetReplied may: (i) make necessary unscheduled changes, updates, or enhancements to the Services at any time; (ii) suspend or discontinue any or all of the Services; and/or(iii) add or remove any functionalities or features to/from the Services, at GetReplied’s sole discretion and at any time, without notice and for any or no reason.

3.          Registration, User Account, Login Credentials and Security

3.1    In order to use the Services and the Website, you must first register with us through our online registration process, by providing all required information which shall include but not be limited to your email address and a unique password. An account shall thereafter be opened by GetReplied, in its sole discretion, for you on the Website (the “User Account”). Each User Account may only be registered and used by one (1) single entity or individual. You may not access any third party’s account or authorize any third party (except in accordance with Section 3.7 of these terms below) to access your User Account and use the Services on your behalf. You acknowledge and agree that GetReplied may, in its sole discretion, deny you access to its Website and/or Services for any reason or no reason at all. 

3.2    You agree to: 

(i)      provide true, accurate, current and complete information about yourself as prompted by GetReplied’ registration process on the Website; and
(ii) maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete at all times. 

3.3    If you provide any information to GetReplied that is untrue, inaccurate, outdated, or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, we may close your User Account on the Website and deny you the ability to access and use the Services, without prior notification, and without responsibility on our behalf. 

3.4    You may indicate our User Account’s username (which shall be your registered email address) during the registration process, along with your choice of password to be used as login credentials to access your User Account (the “Login Credentials”). You shall be solely responsible for: (i) maintaining the confidentiality of your Login Credentials; and (ii) any and all activities which occur under your User Account. You agree to notify GetReplied immediately of any unauthorized use of your User Account or any other breach of security. GetReplied shall not be liable for any loss that you may incur as a result of any third-party and/or Authorized User(s) (as defined below) using your Login Credentials and/or accessing/using your User Account either with or without your knowledge. However, you may be held liable for losses incurred by GetReplied due to any third-party and/or Authorized User(s) (defined below) using your Login Credentials and/or User Account. You acknowledge and agree that you may not: (i) use the User Account of another user registered on the Website, and further acknowledge that User Accounts are for use by one user only, and (ii) impersonate any individual or entity, or falsely state or otherwise misrepresent any affiliation with an individual or entity when accessing the Website and when using the Services on the Website. 

3.5    You may add new team members/users (the “Authorized User(s)”) to your User Account on the Website, by providing GetReplied with each Authorized User’s first name, last name and email address. GetReplied shall thereafter send a welcome email to such Authorized User. In such welcome email, such Authorized User will have the option to click on a link in order to set a password giving the Authorized User access to your User Account and therefore to the Services. You acknowledge and agree that the addition of any Authorized Users to your User Account shall increase your Subscription Plan fees, for which you shall be solely liable.  

3.6    You acknowledge and understand that you may allocate each Authorized User with a user type which shall include certain permissions, restrictions and capabilities associated with the chosen user type. The specific permissions, restrictions and capabilities associated with each user type shall be further detailed on the Website.  

3.7    You acknowledge and agree that in the event that any third party, such as your employer, creates a User Account or pays for the User Account on your behalf, under a chosen Subscription Plan, such third party shall have certain rights to your User Account, including but not limited to the right to manage your User Account, reset your Login Credentials, suspend or cancel your User Account, view your User Account activity, and configure the Buttons in your User Account.

4.          Subscription Plan, Fees and Taxes

4.1       Subscription Plan. GetReplied currently offers you one (1) subscription plan on the Website that enables you to use the Services (the “Subscription Plan(s)”). The Subscription Plan includes restrictions and requirements that outline the features of the Subscription Plan that you will have access to as well as the applicable fee. The features of the Subscription Plan are further detailed on the Website.  

4.2       Your use of the Services shall be billed on a recurring and periodic basis (a “Billing Cycle”). Billing Cycles may be set on a monthly or yearly basis. At the end of each Billing Cycle, your Subscription Plan will automatically renew under the exact same conditions unless: (i) you cancel the Subscription Plan from your User Account’s settings, or (ii) GetReplied cancels the Subscription Plan, in accordance with these Terms.  

4.3       From time to time, we may offer free license versions of the Services at no cost to specific, selected users via special coupons which will apply a discount of 100% and leave their subscription price at $0 / month.  In the case of beta-users, free subscriptions will be limited to single users.  In the case of salespeople who sell to other salespeople, they will be able to add more users to their free subscription team. Any free versions may be suspended at any moment and without prior notice, with no responsibility to GetReplied.  

4.4       Fees. A valid payment method, including credit card or debit card, is required to process the payment for your selected paid Subscription Plan. Free license accounts will need to select a validated payment method in order to be activated once the free period ends. GetReplied will process your payment via GetReplied’s third-party payment processor, namely Paddle or PayPal. When you subscribe to a paid Subscription Plan, you shall provide GetReplied with your full name, business name, address, contact information, and credit card details. By submitting such payment information, you automatically authorize GetReplied and our third-party payment processor to charge all Subscription Plan fees to such credit card to your credit or debit card on a recurring monthly/annual basis, until cancellation of the Subscription Plan or until termination/suspension of these Terms as further provided herein under Section 18 (Suspension, Termination and Cancellation of Subscription Plan), for: (i) the applicable Subscription Plan fee, (ii) any other charges as agreed between the Parties, and (iii) any and all applicable taxes.

4.5       You shall be responsible for providing us with true, current, complete and accurate billing and contact information and for notifying us of any changes to such information. You warrant that you are authorized to use your respective chosen credit or debit card as a payment method.

4.6       You acknowledge and agree that the fees for your selected paid Subscription Plan shall be: (i) quoted and payable in United States Dollars (USD); (ii) payable on time; and (iii) strictly non-refundable.

4.7       If GetReplied does not receive payment from your verified payment method on the due date, you shall immediately pay all amounts due to GetReplied upon request. Should GetReplied be unable to collect all such outstanding amounts, GetReplied may in its sole discretion close and cancel your User Account and access to the Services without any notice to you.

4.8       If we detect any chargeback or if any payment is not received by us or our payment processors for any reason, you will promptly pay us any and all amounts due to us upon notice.  Any failure or inability by us to process any payment hereunder does not relieve you from your payment obligations. A chargeback is typically caused when a customer disputes a charge that appears on their bank or payment processing statement.  A charge-back may result in the reversal of a transaction, with the amount charged back to you.  You can be assessed charge-backs for: (i) customer disputes; (ii) unauthorized or improperly authorized transactions; (iii) transactions that do not comply with payment processor network rules or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by our payment processor or the institutions handling the transaction.

4.9       When a chargeback is issued, you are immediately liable to GetReplied for the full amount of payment of the chargeback, plus any associated fees, fines, expenses or penalties (including those assessed by our payment processor or the financial institutions handling the transaction).  Accordingly, you hereby represent and warrant that you expressly appoint GetReplied as your agent, with full power to recover these amounts by debiting your account or setting off any amounts owed to you by us.

4.10      GetReplied may in its sole discretion and at any time, modify the Subscription Plan fees. Any Subscription Plan fee change will become effective at the end of the then-current Billing Cycle. GetReplied shall provide you with reasonable prior notice of at least thirty (30) days prior to any change in Subscription Plan fees to give you the opportunity to terminate your Subscription Plan before such change becomes effective. Your continued use of the Services after the Subscription Plan fee change has come into effect shall constitute your agreement to pay the modified Subscription Plan fee amount.

4.11      You agree to notify GetReplied of any billing queries and errors within thirty (30) days after receipt of your respective invoice. Should you not notify GetReplied of any billing queries and/or errors, this absence of notification on your part shall be deemed to constitute your waiver of your right to dispute such queries and errors at a later date.  

4.12      GetReplied does not guarantee that the Subscription Plan offered on the Website will be offered indefinitely and reserves the right to change the Subscription Plan fees and to alter the features and options associated with any particular Subscription Plan.

4.13 You acknowledge and agree that GetReplied may, from time to time, add additional features or functionalities to the Services, as such your access to and use of any additional features and functionalities to the Services may require the payment of additional fees by you.

4.14 Taxes. Unless stated otherwise on the Website or these Terms, all fees due for your use of and access to the Website, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). You shall be responsible for the payment of any and all Taxes (except those based on GetReplied's income) associated with the purchase of the Services on the Website. You hereby indemnify and hold GetReplied harmless from the payment, withholding or otherwise of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If GetReplied is under a legal obligation to pay or withhold Taxes for which you are responsible under this Section 4.13, the applicable amount shall be invoiced to and paid by you in gross and full unless you provide GetReplied with a valid tax exemption certificate from the applicable taxing authority.

5.          Acceptable Use of theWebsite

5.1       You may not use the Website to transmit, distribute, store or destroy any material or information: (i) in violation of any applicable law or regulation; (ii) in a manner that infringes GetReplied’s Intellectual Property Rights (defined below) or any third-party’s intellectual property rights; (iii) in a manner that violates the privacy or other personal rights of third parties; (iv) that is defamatory, damaging, disruptive, obscene, threatening, abusive or hateful, and/or (v) in order to upload, post, email, transmit, or otherwise make available any content that shall (a) be deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable; and (b) incite, encourage or threaten immediate physical harm against another, including but not limited to, content that promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; contains material that solicits personal information from anyone under the age of thirteen (13) or exploits anyone in a sexual or violent manner.

5.2       When accessing the Website, you shall be prohibited from:
‍
(i) using any device, software or the like to interfere or attempt to interfere with the proper functioning of the Website;
(ii) taking any action that imposes an unreasonable or disproportionately large data load on the Website’s infrastructure;
(iii) copying, reproducing, altering, modifying, creating derivative works, or publicly displaying any content from the Website without GetReplied’s prior written consent;
(iv) accessing, tampering with, or use non-public areas of the Website and/or Services, of GetReplied’s computer systems and/or of our third-party providers’ technical delivery systems;
(v) probing, scanning, or testing the vulnerability of any of GetReplied’s system or network or breach or circumvent any of GetReplied’ security or authentication measures;
(vi) accessing, searching or attempting to access or search the Website and/or Services by any means other than through GetReplied’s currently available, published interfaces that are provided by GetReplied, unless you have been specifically allowed to do so in a separate agreement with GetReplied;
(vii) reverse-assembling, reverse-engineering, decompiling or otherwise attempting to discover any source code relating to the Website and/or Services or any tool therein, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
(viii) attempting to access any area of the Website to which access is not authorized;
(ix) using any robot, spider, other automatic device or manual process to monitor or copy any part of the Website;
(x) conducting any systematic or automated data collection activities on or in relation to the Website, including but not limited to data scraping, mining, extraction, harvesting, framing and article spinning, without GetReplied’ prior written consent;
(xi) using manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website;
(xii) using the Website to transmit or send unsolicited commercial and marketing communications for any purpose, without GetReplied’s prior written consent;
(xiii) uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose;
(xiv) disrupting or interfering with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Website;
(xv) forging captions, headings or titles; or uploading, posting, emailing, transmitting, or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship;
(xvi) uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
(xvii) disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users' ability to participate in any real-time interactions with recipients on the Website;
(xviii) intentionally or unintentionally violating any local, state, federal, national or international law, in addition to any rules of any nation or other securities exchange, and any regulations having the force of law;
(xix) impersonating any other person or entity, sell your profile, provide false or misleading identification, payment or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity; and/or,
(xx) collecting or storing of any personal data relating to any other user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.

6.          User Content

‍6.1       You hereby represent, warrant and covenant to GetReplied that you are the sole and exclusive owner or licensee of the websites, sales platforms, text of questions and Buttons to be placed on the email sent, text, images, websites, code and other websites and resources linked from the Buttons towards which the user will be redirected once he/she clicks on the Buttons and/or third party content as displayed or linked to via any of the Buttons as configured by your Authorized Users, or that you otherwise have the full and complete authorization from the respective title holders thereof (“Your Content”). GetReplied allows you to link to Your Content through the Services, and you shall be responsible for Your Content, including for its legality, reliability, and appropriateness. By linking Your Content to any Button, you grant GetReplied the non-exclusive, worldwide, royalty-free, limited, revocable right/license to perform, display, reproduce, and distribute such Your Content on and through the Services. You shall retain any and all of your rights to any Your Content and you shall be solely responsible for protecting those rights.  

6.2      You represent and warrant that: (i) Your Content belongs to you (i.e. you own it) or that you have the right to use it (e.g. as licensee) and grant GetReplied the rights and (sub-)license as granted by you under Section 6.1 of these Terms, and(ii) the sharing of Your Content on or through the Buttons of the Services does not violate: (a) GetReplied’s Intellectual Property Rights (as defined below) or any third-party’s intellectual property rights, (b) privacy rights, publicity rights, copyrights, contract rights or any other rights of GetReplied or of any third-party.

6.3      GetReplied reserves the right to block or remove links to Your Content or to any third party website, platform or content that GetReplied determines to be: (i) abusive, defamatory, or obscene; (ii) fraudulent, deceptive, or misleading; (iii) in violation of GetReplied’s Intellectual Property Rights (defined below) or of any third-party’s intellectual property rights or; (iv) offensive or otherwise unacceptable to GetReplied in its sole and exclusive discretion. GetReplied acknowledges that, by providing you with the ability to share and distribute Your Content, GetReplied is merely acting as a passive conduit for such distribution and is not assuming any obligation or liability relating to any contents or activities or transactions on the Buttons and/or Services.

6.4      You acknowledge and agree that you shall be solely and exclusively responsible for maintaining, updating, safeguarding and protecting all of Your Content. You further acknowledge and agree that you remain responsible for the transmission of Your Content and as such it is your responsibility to use a secure encrypted connection to communicate with GetReplied.

6.5      Feedback. By sending GetReplied any ideas, suggestions, comments, documents or proposals (the “Feedback”), you: (i) warrant that your Feedback does not contain any confidential or proprietary information belonging to any third-party(ies), (ii) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) agree that we may have feedback which is similar to your Feedback, already under consideration or in development, and (iv) hereby grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against GetReplied and its vendors and users any claims and assertions of any intellectual property rights and/or moral rights contained in such Feedback.

7.          Representations and Warranties


‍You hereby represent and warrant that your access to the Website and your use of the Buttons of the Services will:

(i) be in accordance with these Terms;
(ii) comply with all applicable laws, regulations and rules (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, and data protection);
(iii) not be for any unlawful purposes;
(iv) not entail, imply or give rise to the publication of any illegal content;
(v) not further any illegal activities;
(vi) not infringe upon or misappropriate any of GetReplied’s Intellectual Property Rights (defined below) or any third-party’s intellectual property rights;
(vii) not involve the use of the Services to resell, develop, copy, plagiarize, impersonate GetReplied or otherwise exploit a platform or system materially similar to the functionalities of the Buttons or the Services or the Website.
(viii) will not involve uploading, posting, emailing, transmitting or otherwise offering any content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any third-party; and
(ix) not be used to create, distribute, facilitate or operate in conjunction with malware, spyware, adware, or other malicious programs or code.

You also represent and warrant if you are accessing the Website, the Buttons or using the Services on behalf of an organization/company, you: (i) agree to be bound by the terms and conditions of that organization/company; (ii) have the authority to bind the organization/company to these Terms; and (iii) are not barred from contracting with GetReplied under any applicable laws.

8.          Intellectual Property

8.1      All content, trademarks, third-party logos and names , data, software, information or information contained in any materials, or documents used by GetReplied in relation to the Buttons, Website and Services, including, but not limited to, any and all copyrighted works, databases, text, tools, software, technology, algorithms, graphics, icons, designs, logos, graphics, hyperlinks, domain names, codes, information and agreements (“Materials”), are the sole and exclusive property of or are licensed to GetReplied. You may not reproduce, distribute or copy the Materials by any means, whether electronically or not, without GetReplied’s prior written permission.

8.2      Any and all intellectual property rights in the Materials, Button, Website and Services, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Button, Materials and Services, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“GetReplied’s Intellectual Property Right(s)”), vests solely and exclusively in GetReplied, its affiliates (if any), licensors or vendors, as the case may be. All rights not expressly granted by GetReplied to you are reserved by GetReplied. Save as expressly set out herein, you shall not acquire any right, title or interest in GetReplied’s Intellectual Property Rights.  

8.3      Respective title holders may or may not be affiliated with us or our affiliates, partners and advertisers.  No section hereof shall be construed as intent to grant to you any right transfer or interest in our Services, in whole or in part.

8.4      You acknowledge and agree that any and all infringing use or exploitation of copyrighted content on the Services may cause us, our affiliates, licensors or content providers irreparable injury, which may not be remedied solely at law, and therefore our affiliates, licensors or content providers may seek remedy for breach of these Terms, either in equity or through injunctive or other equitable relief.

8.5      You shall be the sole and exclusive owner or licensee of all your intellectual property rights in Your Content (“User’s Intellectual Property Rights”) which you make available to users through the Buttons. GetReplied may not use any of User’s Intellectual Property Rights for any other purpose, other than mentioned under these Terms and not without your prior written consent. You hereby grant GetReplied the non-exclusive right to use User’s Intellectual Property Rights, free of charge, in connection with your use of the Services, to the extent necessary for GetReplied to: (i) exercise GetReplied’s rights under these Terms, and (ii) perform GetReplied’ obligations under these Terms.

9.          Disclaimer of Warranties


‍9.1      Unless otherwise provided under these Terms, the Services shall be provided by GetReplied to you "as is" and “as available”, with all faults, defects, bugs, and errors.

9.2      GETREPLIED HEREBY: (I) DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS WITH REGARD TO YOUR USE OF THE BUTTONS AND SERVICES ON THE WEBSITE; AND (II) MAKES NO WARRANTIES OR GUARANTEES OF ANY KIND WITH RESPECT TO THE SUPPORTED EMAIL PLATFORMS, ANY INTEGRATION THEREINTO, YOUR CONTENT AND YOUR CONVERTED CONTENT FILE(S), INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION.  

9.3      GETREPLIED AND/OR ITS RESPECTIVE AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF: (i) THE INFORMATION CONTAINED ON THE BUTTONS, THE SUPPORTED EMAIL PLATFORMS, ANY INTEGRATION THEREINTO, THE WEBSITE AND/OR THE SERVICES, AND (ii) RELATED GRAPHICS PUBLISHED ON THE WEBSITE AND SERVICES FOR ANY PURPOSE. GETREPLIED AND/OR ITS RESPECTIVE AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED ON THE WEBSITE AND SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  

9.4      NEITHER GETREPLIED NOR ITS AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE INFORMATION THAT MAY BE AVAILABLE ON THE BUTTONS, THE SUPPORTED EMAIL PLATFORMS, ANY INTEGRATION THEREINTO, THE WEBSITE AND/OR THE SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE YOUR COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.

9.5      GETREPLIED MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE BUTTONS, THE SUPPORTED EMAIL PLATFORMS, ANY INTEGRATION THEREINTO, THE WEBSITE AND/OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE BUTTONS, THE INTEGRATION WITH THE SUPPORTED EMAIL PLATFORMS AND /OR SERVICES WILL BE CORRECTED, OR (IV) THAT THE BUTTONS AND SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

9.6      ANY MATERIAL/INFORMATION DOWNLOADED, CAPTURED, SUBMITTED, CREATED OR OTHERWISE OBTAINED THROUGH THE USE OF THE BUTTONS, THE SUPPORTED EMAIL PLATFORMS, ANY INTEGRATION THEREINTO, THE WEBSITE AND THE SERVICES ARE ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, SHARING, UPDATING, MANAGEMENT, CAPTURING, SUBMISSION OR CREATION BY YOU OF ANY SUCH MATERIAL/INFORMATION.

10.         Indemnification

10.1 You agree to indemnify and hold harmless GetReplied from and against any liability, demand, damages, cost, or expense arising from any third-party claim based on: (i) your violation of these Terms; (ii) your use or misuse of the Service(s); (iii) your infringement of GetReplied’s Intellectual Property Rights; and/or (iv) Your Content. GetReplied shall indemnify and hold you harmless from and against any liability or expense arising from a third-party claim based on any Negligence of GetReplied, provided, however, that such claim or cause of action arises out of any actual breach of the intellectual property rights of a third party through the Services on the Site, and that such claim or cause of action did not came to be due to an action or omission of you as our user. “Negligence” shall mean gross negligence or intentional misconduct.

10.2 In the event of a claim subject to indemnification hereunder, the indemnified Party shall: (i) promptly notify the indemnifying Party of the claim, (ii) provide the indemnifying Party with reasonable cooperation and assistance, at the indemnifying Party’s expense, to defend such claim; and (iii) allow the indemnifying Party the opportunity to assume the control of the defense and settlement of such claim. The indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The indemnifying Party must obtain the prior written approval from a duly authorized signatory of the indemnified Party prior to entering into any settlement affecting the indemnified Party’s rights.

11.          Limitation of Liability

11.1 GETREPLIED, ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD-PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGLA THEORY, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE BUTTONS AND/OR FROM YOUR USE OF THE SERVICES, EVEN IF GETREPLIED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 WHILE GETREPLIED TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEBSITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, GETREPLIED AND ITS AFFILIATES (IF ANY), LICENSORS, AND VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR ON THE WEBSITE AND/OR THROUGH YOUR USE OF THE SERVICES.

11.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, GETREPLIED’S (INCLUDING ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, SHALL AT ALL TIMES BE LIMITED TO A MAXIMUM OF TWENTY UNITED STATES DOLLARS (USD$20,00) OR THE TOTAL AMOUNTS PAID BY YOU TO GETREPLIED FOR THE SERVICES IN THE PREVIOUS THREE MONTHS PRIOR TO THE DATE OF THE CLAIM.

11.4 These Terms provide you with specific legal rights, and you may have other rights that may vary from jurisdiction to jurisdiction.  Legislation of some states/countries does not allow certain limitations of liability, and henceforth this limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

12.          Privacy Policy

GetReplied Privacy Policy is available at https://getreplied.com/privacy-policy/ and governs the use, storage and processing of any personal information which you may provide to GetReplied through your access to the Website and/or use of the Services. Your election to use the Services shall be deemed to constitute your acceptance of the terms of GetReplied´s Privacy Policy.

13.          Publicity

‍You hereby agree to:

(i) seek GetReplied’s express permission and written consent before using GetReplied’s trademarks, service marks, logo, domain names, brand names, or other indicia of source, association, or sponsorship for any purpose but specifically relating to advertisement, publicity, marketing, or commercial materials; and
(ii) GetReplied using your company name, trademarks, service marks, logo or other brand names in GetReplied’s marketing materials.

14.          GetReplied’s Monitoring of the Website and Services

14.1 You acknowledge and agree that GetReplied may:

(i) monitor or review the Buttons, Website, Services and Your Content to verify your compliance with these Terms and only to the extent described in GetReplied’s Privacy Policy;
(ii) report your actions to law enforcement authorities and/or take legal action against any user who/which violates these Terms;
(iii) refuse, deny, disable (to the extent technologically feasible) and restrict your access to any of Your Content which may be (a) in breach of these Terms, (b) in breach of any applicable laws, or (c) excessive in size or burdensome, without prior notice to you; or
(iv) manage the Website in a manner which(a) protects our rights, (b) protects third parties’ rights and property, or (c) facilitates the proper functioning of the Website and Services.

14.2 You acknowledge that there are potential risks, which include but are not limited to the risk of physical harm and the risk associated with communicating with any third party, including persons who maybe acting under false pretences. As such, GetReplied recommends that you carefully select the information you post on the Website and that you share with viewers. We further recommend that you do not publicly post your full name, telephone numbers, street addresses or other personal information that identifies you or allows other third parties to locate you or steal your identity. As such, you shall assume all risks associated with interacting with other users or third parties with whom you come in to contact with through the Website.

15.          Infringement of Copyright

GetReplied may, in its sole discretion, close your User’s Account and terminate your access to the Website and/or use of the Services, if it is established that you infringed on any third-party’s intellectual property rights. As per the Digital Millennium Copyright Act, you may submit a written notice to GetReplied available at https://www.getreplied.com/dmca-notification/ if any of Your Content, the Website or Services infringes upon the copyrights of any third-party.

16.          Third-Party Links
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The Website and/or Services may contain links and/or ads to third-party websites or resources. Such links and/or ads to third-party websites or resources are provided only as a convenience. If you click on such links and/or ads you may leave the Website and/or Services. You acknowledge and agree that GetReplied shall not be responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products or services on or available from such websites or resources. The simple fact that the Website and/or Services contain links and ads to such third websites or resources does not imply any endorsement by GetReplied of such third-party websites or resources or of the third-party content, products, or services available from such third-party websites or resources.

Your communications, interactions or business transactions/dealings with any third-party organizations/companies and/or individuals (including contractors and other users) found on or through the Website and/or the Services, including any such third-party’s terms, conditions, warranties or representations associated with such communications, interactions or business transactions/dealings (e.g. payment and delivery of goods or services), shall be solely between you and such third-party except as may be otherwise stated herein. GetReplied  does not endorse any third party platforms, and you acknowledge and agree that GetReplied shall not be: (i) a party to any such business transactions/dealings you may enter into with such third parties, and/or (ii) liable for any loss or damage incurred by you as the result of any communication, interaction, business transaction or other dealings you may have with any third-party or users found through: (a) the Website and/or (b) your use of the Services.

BEFORE VISITING A THIRD-PARTY WEBSITE AND OR RESOURCES VIA GETREPLIED´S WEBSITE AND SERVICES, IT IS RECOMMENDED THAT YOU: (I) REVIEW THE THIRD-PARTY’S TERMS AND CONDITIONS, PRIVACY POLICY AND ALLOTHER DOCUMENTATION, AND (II) INFORM/EDUCATE YOURSELF ON THE REGULATIONS, POLICIES AND PRACTICES OF THE THIRD-PARTY WEBSITES AND/OR RESOURCES.

17.          Age Restriction

The Services are not intended for persons younger than eighteen (18) years of age. By accessing and using the Website and/or Services, and by agreeing to these Terms, you warrant and represent that you are at least eighteen (18) years of age.

18.          Suspension, Termination andCancellation of Subscription Plan

18.1 GetReplied may suspend or temporarily disable access to all or part of the Website, User Account, or Services if: (i) GetReplied suspects you of partaking in any illegal activity; (ii) GetReplied reasonably believes that you have violated these Terms; or (iii) applicable law enforcement or other government agencies have requested GetReplied to suspend or temporarily disable your access to the Website and/or Services.

18.2 If GetReplied breaches any of its obligations under these Terms, you may terminate these Terms and close your User Account. Upon your termination of these Terms and closing of your User Account, GetReplied may: (i) block your access to the Website, (ii) block your use of the Services, (iii) deactivate any Buttons, and (iv) disable your User Account.

18.3 Cancellation of Subscription Plan. Except as otherwise specified under these Terms, you may cancel your chosen Subscription Plan at any time prior to the end of the relevant Subscription Plan term under the account settings tab in your User Account.  You will have a limited timeframe to access the Services until the end of the Subscription Plan (e.g. until the last day of the monthly period) and we strongly recommend that you use such timeframe to retrieve Your Content.

18.4 You further acknowledge and agree that any additional post-termination assistance that GetReplied may provide to you, shall be subject to the mutual agreement of the Parties, including your acceptance of any reasonable fees and terms GetReplied specifies for such post-termination assistance.

19.          Business Use Limitation

19.1 Unless otherwise specified, the Buttons, Website and Services are provided by GetReplied for your business use only, and you may not use the Website and/or Services for any other purposes. Except as expressly permitted by these Terms, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, (sub-)license, create derivative works from, (re-)sell or transfer the Services which are provided to you by GetReplied.

19.2 GetReplied reserves the right to suspend or restrict your access to the Buttons, the Website and/or Services in general and/or to certain functionalities of the Website and/or Services. We may, for example, suspend your access to the Buttons, the Website and/or Services during server maintenance or when we update the Buttons, Website and/or Services. You may not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the Website and/or Services.

20.          Compliance with Laws

Each Party shall comply with all applicable laws relating to the Services, keep records evidencing its compliance, on the other Party's reasonable request, provide these records of compliance to the other Party, and notify the other Party if it becomes aware of any non-compliance in connection with these Terms.

21.          Dispute Resolution

21.1 If any dispute or difference shall arise between the Parties as to the meaning or application of these Terms, the rights or liabilities of the Parties or otherwise in relation to these Terms, then (without prejudice to any other express or implied rights or powers) the dispute or difference (a “Dispute") shall be determined as follows:

(i) A Party must not commence arbitration or court proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under these Terms unless it has complied with this Section 21.
(ii) A Party claiming that a Dispute has arisen under these Terms must give the other Party written notice of the particulars of the Dispute.
(iii) In the event of a Dispute, difference or claim between the Parties hereto, arising out of the use of the Website or Services; or in any way relating to these Terms, or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties shall first endeavor to settle such difference, dispute, claim or question by mutual discussion, failing which the same shall be referred to the courts in Panama, or any statutory modification or re-enactment thereof for the time being in force.

21.2 You acknowledge and agree that if any dispute or difference shall arise between you or another user or third-party, you shall be solely responsible for your conduct. You agree that GetReplied shall not be liable for any dispute that arises between you and any other user or third-party.

22.          Governing Law and Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of Panama and the Parties irrevocably submit to the exclusive jurisdiction of the courts of Panama City, Panama. You further acknowledge and agree that the Convention for the International Sale of Goods shall not apply.

You acknowledge and accept that claims brought against GetReplied shall be only on an individual basis and not as a plaintiff or class member in any possible future class or representative action or similar proceeding.  Unless otherwise agreed by you and GetReplied, you may not adjoin or consolidate any claim with more than one person's; and you may not otherwise supervise or take over any form of a class, representative or consolidated proceeding.

23.          General Provisions

23.1 Non-Exclusivity. The Parties’ respective obligations under these Terms are non-exclusive and nothing herein is intended to restrict you from accessing or using any other third-party’s products or services, even if such products or services are similar to the Services provided by GetReplied on the Website.

23.2 Severability. If any of the provisions or portions of these Terms are held to be invalid under any applicable statute or rule of law, they are to that extent deemed to be omitted from these Terms without in any way invalidating or impairing the other provisions of these Terms.

23.3 No Waiver. A Party’s failure or delay in enforcing any provision of these Terms will not operate as a waiver of the right to enforce that provision or any other provision of these Terms at any time. A waiver of any provision of these Terms shall be in writing, specify the provision to be waived and signed/executed by the party agreeing to the waiver.

23.4 No Third-Party Beneficiaries. These Terms are not intended to and shall not be construed to give any Third-party any interest or rights (including, without limitation, any third-party beneficiary rights) with respect to or in connection with any term, agreement or provision contained herein or contemplated hereby.

23.5 No Assignment. You shall not assign or otherwise transfer your rights under these Terms, without the prior written consent of GetReplied. Any attempt to make such an assignment without GetReplied's consent shall be void. GetReplied consent shall not be unreasonably withheld. However, these Terms shall be binding upon and inure to the benefit of GetReplied, its affiliates, or any corporation or other entity to which GetReplied may: (i) transfer all or substantially all its assets and business, and (ii) assign these Terms, in which case references to “GetReplied" as used herein shall mean such affiliate, corporation or other entity.

23.6 No Agency, Partnership, Employment or Independent Contractor Status. You acknowledge that GetReplied is merely a service provider. Accordingly, there is no employment, agency, joint venture, partnership or independent contractor relationship between you and GetReplied. GetReplied does not and shall not be required to assume, and expressly disclaims, any obligations or liabilities that could arise from or relate to an employment or independent contractor relationship (whether between GetReplied and you, or between you and a viewer), including, but not limited to, any obligations or liabilities relating to immigration or sponsorship matters or other work permits, wages, expenses, benefits, workers compensation premiums, health insurance, unemployment, social security, training or tax obligations.

23.7 Export Compliance. Each Party shall comply with the export laws and regulations of Panama and other applicable jurisdictions in accessing the Website and using the Services. Without limiting the foregoing: (i) each Party represents that it is not named on any Panama government list of persons or entities prohibited from receiving exports; and (ii) you shall not permit other users or third parties to access or use the Services in violation of any Panama export embargo, prohibition or restriction.

23.8 Notices. Except as otherwise provided under these Terms, any notice required or permitted to be given will be effective only if it is in writing and sent by certified mail, registered mail, courier or to legal@getreplied.com.  

23.9 Entire Agreement. These Terms represents the entire agreement between the Parties relating to the subject matter hereof. These Terms alone fully and completely expresses the agreement of the Parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.

23.10 Newsletters.  The Website may allow you to subscribe to our newsletter service, which may be provided by us or through an authorized third party.  Through our newsletters, you may receive information according to your subscriber preferences.  As our subscriber, you will receive a conspicuous communication indicating any subscription and you will be able to select the amount and type of emails received by you.  If you wish to unsubscribe, you will find ‘unsubscribe’ and similar links on our communications.

23.11 No Waiver.  Failure by GetReplied to enforce any rights hereunder shall not be construed as a waiver of any rights with respect to the subject matter hereof.

23.12 Assignment.  These Terms will inure to the benefit of any successors of the parties.  We may assign any rights or obligations hereunder to any current or future affiliated company and to any successor in interest.  Any rights not expressly granted herein are thereby reserved.  These terms will inure to the benefit of any successors of the parties.  We reserve the right, at any time, to transfer some or all of GetReplied’s assets in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.

23.13 Force Majeure.  GetReplied is no liable for any failure of performance on its obligations as set forth herein, where such failure arises from any cause beyond GetReplied’s reasonable control, including but not limiting to, electronic, power, mechanic or Internet failure, from acts of nature, forces or causes beyond our control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

23.14 Headings. The titles of paragraphs in these Terms are shown only for ease of reference and will not affect any interpretation therefrom.

23.15 Equitable remedies:  You hereby acknowledge and agree that if these Terms are not specifically enforced, GetReplied will be irreparably damaged, and therefore you agree that GetReplied shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of these Terms, in addition to any other available remedies.

23.16 Language.  These Terms may be translated into other languages, but English shall be and remain the official language of this agreement and in any conflict between the English language version and any other version, the English language version shall control.

24.              Contact Information

Should you have any questions concerning these Terms and/or any issues or concerns about the Websites and/or Services you may contact GetReplied at help@GetReplied.com.
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