PLEASE READ THE FOLLOWING TERMS CAREFULLY BECAUSE, BY ACCESSING REPLYUP.COM OR DOWNLOADING, INSTALLING AND USING SERVICES AVAILABLE ON REPLYUP.COM, YOU ACCEPT AND AGREE TO THEM. PLEASE ALSO READ OUR PRIVACY POLICY TO LEARN HOW WE COLLECT AND USE INFORMATION.

Last revised May 1st 2016

Welcome to ReplyUp

These ReplyUp Service Terms (these “Terms”) explain the relationship between ReplyUp.com Ltd. (“ReplyUp”, “Replyup”, “we” or “us”) and you when you (i) access and use replyup.com and its related domains (together, the “Site”) and/or (ii) download, install, use and in some cases purchase Replyup’s proprietary email software applications (including all related documentation, updates and upgrades) and any other services offered through the Site (the “ReplyUp Services”).

These Terms govern visitors’ access to and use of the public areas of the Site, as well as access to and use of the ReplyUp Services. Unless otherwise indicated, “ReplyUp Services” as used throughout these Terms includes the public areas and the ReplyUp Services. For the purposes of these Terms, “you” or “your” refers to you as a visitor to or registered user of the ReplyUp Services.

THESE TERMS, TOGETHER WITH OUR PRIVACY POLICY, FORM AN AGREEMENT BETWEEN YOU AND REPLYUP. BY USING THE REPLYUP SERVICES, YOU REPRESENT TO US THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO THIS AGREEMENT. IF YOU ARE USING THE REPLYUP SERVICES ON BEHALF OF YOUR EMPLOYER, YOUR ACCEPTANCE OF THESE TERMS IS DEEMED AN AGREEMENT BETWEEN YOUR EMPLOYER AND REPLYUP AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS.


Description of Service

ReplyUp is a email reminder service. You understand and agree that the ReplyUp Service is provided on an AS IS and AS AVAILABLE basis. ReplyUp disclaims all responsibility and liability for the availability, timeliness, security or reliability of the ReplyUp Service. ReplyUp also reserves the right to modify, suspend or discontinue the ReplyUp Service with or without notice at any time and without any liability to you.


Use of ReplyUp Service

You agree that you are responsible for your own communications and for any consequences thereof. Your use of the Service is subject to your acceptance of and compliance with the Agreement, including the ReplyUp Privacy Policy ("Privacy Policy"), located at www.replyup.com/privacy or such other URL as ReplyUp may provide from time to time.

You are responsible for providing the equipment and services that you need to access, download, install and use the ReplyUp Services. ReplyUp does not guarantee that the ReplyUp Services are accessible on any particular equipment or device or with any particular software or service plan.

You are responsible for all activities that occur through your Account, whether or not authorized by you. Please do not share your Account with any other person.

You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by ReplyUp; (ii) upload, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent others from using the Service; or (iv) use the Service for any fraudulent or inappropriate purpose. Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. ReplyUp reserves the right, but shall have no obligation, to investigate your use of the Service in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.


Content of the Service

The ReplyUp Services allow you to upload, transmit and use information and other content to and through the ReplyUp Services (collectively, “Your Content”). You are solely responsible for the accuracy, quality, legality and means by which you acquired Your Content. You understand that ReplyUp will use Your Content to provide the ReplyUp Services to you. You have or will obtain all rights necessary to provide Your Content to ReplyUp and you hereby grant ReplyUp a worldwide license to use, reproduce, transmit, display and adapt your Content as necessary for ReplyUp to provide the ReplyUp Services to you in accordance with these Terms.

Without limiting the terms of our Privacy Policy, you understand that we do not guarantee that your use of the ReplyUp Services and/or Your Content will be private or secure and we are not responsible or liable to you for any lack of privacy or security that you may experience. Information collected by your internet or mobile service provider and other third parties is used, stored, transferred and disclosed pursuant to your internet or mobile service provider’s or the third party’s terms, policies and practices. We encourage you to carefully consider disclosure of any information that might be accessible to others. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the ReplyUp Services.


Paid ReplyUp Service

ReplyUp offers enhanced ReplyUp Services for a fee (“Paid ReplyUp Service). The Paid ReplyUp Service provides you with unlimited email tracking and sending of follow-up email sequences for a monthly fee at the then-current rates as described at www.replyup.com/pricing (“Fee Structure”). ReplyUp reserves the right to change the Fee Structure upon thirty (30) days advanced notice to paying customers.
ReplyUp does not store, process or transmit any of your credit card data but relies entirely on Stripe, Inc. to handle these functions. Payments due for the Paid ReplyUp Services are subject to the terms of the online order process athttps://stripe.com/terms/US. If you do not agree to Stripe’s terms, then please do not sign up for the Paid ReplyUp Service.
Your Paid ReplyUp Service will not be activated until your first payment is received. Payments are due in accordance with the Fee Structure every thirty (30) days in advance. Monthly fees are automatically charged to the credit card that you provided when you registered for the Paid ReplyUp Service. To cancel the Paid ReplyUp Service, please request to admin@replyup.com. We begin to process cancellation requests immediately, but your credit card provider may require several days to process your cancellation request. We are not responsible for delays caused by your credit card company.

If payment in full of any amount owed to ReplyUp under these Terms is not received by ReplyUp within thirty (30) days after such payment has become due, such amounts will thereafter bear interest at the rate 0.05% per day or the maximum rate permitted by applicable law, whichever is less. If any payment due ReplyUp is collected at law or through an attorney at law or under advice therefrom or through a collection agency, you agree to pay all costs of collection, including, without limitation, all court costs and reasonable attorneys' fees.

We do not offer any refunds for Paid ReplyUp Services under any circumstances. You will have access to these services for the either the remaining monthly or annual plan that you have selected.


Intellectual Property Rights

ReplyUp’s Intellectual Property Rights. You acknowledge that ReplyUp owns all right, title and interest in and to the Service, including without limitation all intellectual property rights (the "ReplyUp Rights"), and such replyUp Rights are protected by international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. The ReplyUp Rights include rights to (i) the Service developed and provided by ReplyUp; and (ii) all software associated with the Service.

Your Intellectual Property Rights. ReplyUp does not claim any ownership in any of the content that you upload, transmit or store in your ReplyUp account. We will not use any of your content for any purpose except to provide you with the Service.


Representations and Warranties

You represent and warrant that (a) all of the information provided by you to ReplyUp to participate in the Services is correct and current; and (b) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.


Privacy

As a condition to using the Service, you agree to the terms of the ReplyUp Privacy Policy as it may be updated from time to time. ReplyUp understands that privacy is important to you. You do, however, agree that ReplyUp may monitor, edit or disclose your personal information, if required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in these Terms of Use and the ReplyUp Privacy Policy.


Account Inactivity

After a period of inactivity, whereby a user fails to login to an account for a period of nine months, ReplyUp reserves the right to disable or terminate the account. If an account has been deactivated for inactivity, the username associated with that account may be given to another user without notice to you or such other party.


Indemnification

You agree to indemnify and defend ReplyUp and its affiliates, directors, officers, employees and agents from and against all Claims brought against ReplyUp by any third party arising from your use of the ReplyUp Services or any violation of these Terms, the rights of a third party or applicable law. Your indemnification obligations set forth in this Section 8 apply to any applicable actions taken under your Account. ReplyUp reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. In any event, no settlement that affects the rights or obligations of ReplyUp may be made without ReplyUp’s prior written approval.


Modifications to Terms

We may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the ReplyUp Services after the “Last Revised” date at the top of this page. Your continued access or use of the ReplyUp Services after the modifications become effective is deemed your conclusive acceptance of the modified Terms.


Termination

These Terms will automatically terminate when you fail to comply with any term or condition of these Terms. Upon termination, you will cease all use of the ReplyUp Services and will destroy any copy (full or partial) of any and all parts of the ReplyUp Services in your possession or control. Termination will not limit any of ReplyUp’s other rights or remedies at law or in equity. This Section 11 along with Sections 6, 7, 8 and 15 will survive any termination or expiration of these Terms.


Taxes

You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms or the ReplyUp Services by any authority.


Remedies

You agree that a breach or a threatened breach of these Terms will cause injury to ReplyUp for which money damages will not provide an adequate remedy and ReplyUp will be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.


Choice of Law

Jurisdiction. These Terms of Use will be governed by and construed in accordance with the laws of England and Wales, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in England and Wales, and you consent to the jurisdiction of such courts.


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