Reply.ai is a service provided by Reply, Inc., a United States company ("Reply.ai," "Reply," "we," "us," or "our"). This page explains the terms by which you may use Reply.ai's online services (your account), collectively the "Services". The Services allow authorized users to build conversational flows and deploy them into messaging platforms.

These Terms of Services (the "Terms") represents the agreement between you and Reply.ai, and sets forth the terms and conditions under which you may access and use the Services. The Terms apply to all visitors, authorized users, and others who access the Services ("Users"). Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms.

References to "User" shall mean anyone who visits, uses, or otherwise accesses the Services, including you; references to "End-user" shall mean contact, or any member of the public who sends or receives messages, SMS, or emails via Reply.ai; and references to "you" and "your" means you, your employees, contacts, agents, and contractors, and any other entity on whose behalf you accept these Terms, all of whom shall also be bound by these Terms. Please note that these Terms applied to you, the User, also apply to your account's contacts ("End-users").

If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.

1. Fees and Payments

2. Privacy

3. Your Content

4. Reply.ai IP

5. Account Management

6. User Requirements

7. Acceptable Uses

8. Restrictions to Use of Service

9. Changes and Updates

10. Disclaimers and Limitations of Liability

11. Other Terms

12. Security

13. Account ID and Password

14. Discontinuation and Suspension of the Services

15. Suspension or Termination of Access

16. Communications

17. Information and Services

18. No Warranty

19. Indemnity

20. Digital Millennium Copyright Act

21. Miscellaneous

1. Fees and Payments

1.1. Fees for Services. You agree to pay to Reply.ai any fees for each Services you purchase or use, in accordance with the pricing and payment terms presented to you for that Services. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

1.2. Taxes. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions. All payments through the Services are processed using a third-party payment processor. You acknowledge that Reply.ai is not liable for any breaches of credit card or debit card security or privacy.

2. Privacy

2.1. Privacy Policy. Reply.ai's Privacy Policy applicable to the Services is available on this document.

3. Your Content

3.1. Definition; Ownership. Reply.ai permits the uploading, transmission and receipt of information through the Services ("Content"), and the hosting, transmission, sharing, display and/or analysis of such Content. Content includes (but is not limited to) contact information, and all information sent and received through the Services as messages through messaging platforms, SMS and email - including all information sent to your Reply.ai account from your contacts.

Users may use their account settings to control other Users' access to their Content ("Account Permissions"), typically known as “inviting to your organization”. Generally, Content transmitted through the Services is only available to those with whom you choose to share such Content. Reply.ai will employ commercially reasonable efforts to prevent unauthorized access to Content. However, Reply.ai does not guarantee that your Content will be kept secure from viewing by others through your account, as this is the duty of the User once Account Permissions are enabled.

Reply.ai takes no responsibility and assumes no liability for any Content that you, any other Users or third parties post or send or receive via the Services. While the occurrence of which is highly unlikely as per our state-of-the-art data security practices, you understand and agree that any loss or damage of any kind that occurs as a result of the use of any Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Services is solely your responsibility. We claim no ownership rights over Content created or collected by you.

3.2. License Grant to Reply.ai. By submitting Content to the Services, you hereby grant to Reply.ai a worldwide, non-exclusive, sublicensable, transferable, perpetual, irrevocable, fully paid-up, and royalty-free license to use, host, display, reproduce, modify, transmit, edit, translate and analyze your Content within the Services in any formats and through any applicable channels for the purposes of providing the applicable features and functionality of the Services, improving the way the Services works and looks, and to create new features and functionality, including without limitation the right to use information derived from your Content on an aggregated basis in order to statistically analyze Services usage. This license does not grant Reply.ai the right to use your Content for any other commercial purposes.

3.3. Limited License Grant to other Reply.ai Users. By submitting Content to the Services, in cases where you display your Content for other Users to view or when you directly exchange or otherwise provide your Content to other Users as permitted by certain Services functionality and these Terms, you hereby grant to such Users of the Services a non-exclusive license to use, display, and reproduce such Content as necessary for such Users to use the relevant Services functionality or features.

3.4. Copyright Claims (DMCA Notices). Reply.ai responds to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (DMCA). If you believe that your work has been exploited in a way that constitutes copyright infringement, you may notify Reply.ai for claims of copyright infringement.

3.5. Other IP Claims. Reply.ai respects the intellectual property rights of others, and we expect our users to do the same. If you believe a Reply.ai user is infringing upon your intellectual property rights, you may report it to customer support at support@reply.ai. Claims of copyright infringement should follow the DMCA process outlined in these Terms, or any equivalent process available under local law.

3.6. Required Rights. You shall be solely responsible for your own Content and the consequences of posting or publishing it. In connection with Content, you affirm, covenant, represent and warrant that you own, or have the necessary licenses, rights, consents, and permissions to use and to authorize Reply.ai and Reply.ai's Users to use the Content uploaded by you as necessary to exercise the licenses granted by you in this Section 3, and otherwise in the manner contemplated by Reply.ai and these Terms.

3.7. Content Representations. You shall be solely responsible for Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; and agree not to submit Content that: (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You agree that any Content that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights, rights of publicity and privacy. You further agree that you have the consent (written or otherwise) of each and every identifiable natural person in the Content to use such person's name or likeness in the manner contemplated by the Services and these Terms, and each such person has released you from any liability that may arise in relation to such use. Reply.ai reserves the right, but is not obligated, to reject and/or remove any Content that Reply.ai believes, in its sole discretion, violates these provisions.

3.8. Content Disclaimer. You understand that when using the Services through an account you were invited into, you may be exposed to Content from a variety of sources, and that Reply.ai is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Reply.ai with respect thereto, and agree to indemnify and hold Reply.ait, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of Content. Reply.ai does not endorse any Content or any opinion, recommendation or advice expressed therein or based upon such Content, and Reply.ai expressly disclaims any and all liability in connection with Content. If notified by a User or an owner of Content that allegedly does not conform to these Terms, Reply.ai may investigate the allegation and determine in good faith and in its sole discretion whether to remove the Content, which it reserves the right to do at any time. Reply.ai does not permit copyright infringing activities on the Services.

3.9. Content Review. You acknowledge that, in order to ensure compliance with legal obligations, Reply.ai may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, Reply.ai otherwise has no obligation to monitor or review any content submitted to the Services.

3.10. Third Party Resources. Reply.ai may publish links in its Services to internet websites maintained by third parties. While Reply.ai vets third party services as we deem appropriate and integrous, Reply.ai does not formally represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.

4. Reply.ai IP

4.1. Reply.ai IP. Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content). Except as permitted by Reply.ai’s Brand and Trademark Use Policy, these Terms do not grant you any right to use Reply.ai’s trademarks or other brand elements.

5. Account Management

5.1. Account Credentials. In order to register as a User of the Services, an email address must be provided to serve as your User identification. You may provide your own email address, or an existing User may grant you access to the Services by providing your email address.

In order to register as a User, you may also be required to create a password. It is of vital importance that you keep your password completely confidential, except from those with whom you intend to share your account. Anyone with access to your User identification and password will be able to view the confidential information that you are authorized to access and communicate with End-users as if that person were you. Additionally, anyone with access to your email account could reset your password on the Services in order to access your account on the Services as if that person were you.

You are solely responsible for preventing disclosure of your password, as well as to prevent unauthorized access to your email account, and to notify us immediately if you feel that your security has been compromised. Reply.ai will not be liable for any losses caused by any unauthorized use of your account.

5.2. Keep Your Account Credentials Accurate. Reply.ai occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account.

5.3. Remember to Backup. You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Reply.ai will not be liable for any (extremely unlikely) failure to store, or for loss or corruption of, your Content. We will take all reasonable measures to protect your Content against such events.

5.4. Account Inactivity. Reply.ai may terminate your account and delete any content contained in it if there is no account activity (such as a log-in event or payment) for over 12 months. However, we will attempt to warn you by email or other means before terminating your account to provide you with an opportunity to log in to your account so that it remains active, or to recover Content contained therein.

6. User Requirements

6.1. Legal Status. If you are an individual, you may only use the Service if you have the power to form a contract with Reply.ai. None of the Services are intended for use by individuals less than 13 years old. If you are under 13 years old or do not have the power to form a contract with Reply.ai, you may not use the Services. We recommend that parents and guardians directly supervise any use of the Services by minors. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation and that you have duly authorized your agent to bind you to these Terms.

6.2. Embargoes. You may only use the Services if you are not barred under any applicable laws from doing so. If you are located in a country embargoed by United States or other applicable law from receiving the Services, or are on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals, you are not permitted to purchase any paid Services from Reply.ai.

7. Acceptable Uses

7.1. Legal Compliance. You must use the Services in compliance with, and only as permitted by, applicable law.

8. Restrictions to Use of Service

You agree to not use the Services to:

8.1. Upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

8.2. Harm minors in any way;

8.3. Link, upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law, or under any contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements, or confidential medical information);

8.4. Link, upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other intellectual property or other proprietary rights of any party without such party's authorization;

8.5. Link, upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

8.6. Link, upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, viruses, malware, bots, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

8.7. Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or

8.8. Intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law.

9. Changes and Updates

9.1. Changes to Terms. Reply.ai may revise these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms. Reply.ai may also provide notification of changes via email. In order for certain changes to become effective, applicable law may require Reply.ai to obtain your consent to such changes, or to provide you with sufficient advance notice of them.

9.2. Changes to Services. Reply.ai constantly changes and improves the Services. Reply.ai may add or alter functionality from a Services at any time without prior notice. Reply.ai may also limit, suspend, or discontinue a Services or feature at its discretion. If Reply.ai discontinues a Services or feature, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Services.

10. Disclaimers and Limitations of Liability

10.1. Disclaimers. While it is in Reply.ai’s interest to provide you with the best experience possible when using the Services, there are certain things we can not promise concerning them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND REPLY.AI DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.

10.2. Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, REPLY.AI, ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF REPLY.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.3. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REPLY.AI, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICES. UNDER NO CIRCUMSTANCES WILL REPLY.AI BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REPLY.AI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT (INCLUDING THIRD PARTY CONTENT) POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER-PROVIDED CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL REPLY.AI, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO REPLY.AI HEREUNDER OR $100.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF REPLY.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. If you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government, you assume sole responsibility for all legal repercussions resulting from your use of the Services.

10.4. Businesses and 501(c) Organizations. If you are a business or 501(c) organization, you will indemnify and hold harmless Reply.ai and its affiliates, officers, agents, employees and contractors from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your use of the Services or a breach of these Terms, to the extent that such liabilities, damages and costs were caused by you.

11. Other Terms

11.1. Assignment. You may not assign these Terms without Reply.ai’s prior written consent, which may be withheld at Reply.ai’s sole discretion. Reply.ai may assign these Terms at any time without notice to you.

11.2. Entire Agreement. These Terms and our Privacy Policy constitute the entire agreement between you and Reply.ai regarding the Services, and these Terms supersede and replace any prior agreements between Reply.ai and you regarding the Services, excluding any services for which you have a separate agreement with Reply.ai that is explicitly in addition or in place of these Terms.

11.3. Independent Contractors. The relationship between you and Reply.ai is that of independent contractors, and not legal partners, employees, or agents of each other, unless otherwise stated by a separate agreement between Reply.ai and you.

11.4. Interpretation. The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.

11.5. No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.

11.6. Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.

11.7. Third Party Beneficiaries. There are no third party beneficiaries to these Terms.

12. Security

We host our Services with Amazon Web Service (AWS) technology. Amazon continually manages risk and undergoes recurring assessments to ensure compliance with industry standards. Amazon’s data center operations have been accredited under: ISO 27001, SOC 1 and SOC 2/SSAE 16/ISAE 3402 (Previously SAS 70 Type II), PCI Level 1, FISMA Moderate, Sarbanes-Oxley (SOX).

While we employ industry-standard security practices, no system can perfectly guard against risks of intentional intrusion or inadvertent disclosure of information. When using the Services, information may be transmitted over mediums that are beyond our control. YOU HEREBY EXPRESSLY ASSUME THE SOLE RISK OF ANY UNAUTHORIZED DISCLOSURES, INTENTIONAL INTRUSION, OR ANY DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE USE OF THIS SERVICES.

13. Account ID and Password

In order to register as a User of the Services, an email address must be provided to serve as your User identification. You may provide your own email address, or an existing User may grant you access to the Services by providing your email address.

In order to register as a User, you may also be required to create a password. It is recommended that you keep your password completely confidential, except to individuals (colleagues) to which you grant access to your account. Anyone with access to your User identification and password will be able to view the confidential information that you are authorized to access and communicate with End-users as if that person were you. Additionally, anyone with access to your email account could reset your password on the Services in order to access your account on the Services as if that person were you.

You are solely responsible for preventing disclosure of your password, as well as to prevent unauthorized access to your email account, and to notify us immediately if you feel that your security has been compromised. Reply.ai will not be liable for any losses caused by any unauthorized use of your account.

14. Discontinuation and Suspension of the Services

If your access to the Services was granted by another User, you may discontinue use of the Services at any time by sending a message requesting this change to the User(s) that granted your access to the Services. We are not responsible for canceling your use of the Services.

If your access to the Services was not granted by another User, you may discontinue use of the Services at any time by deleting any and all payment instructions you have previously stored on the Services, deleting any and all projects you have created on the Services, and contacting us at support@reply.ai to request that your User account be deleted.

Reply.ai may periodically schedule system downtime for maintenance and other purposes. Unplanned system outages, while extremely unlikely, may also occur. Reply.ai shall have no liability whatsoever for (i) the resulting unavailability of the Services, (ii) any resultant delay, misdelivery, or nondelivery of information caused by third-party acts, or (iii) any third-party acts or any other outages of web host providers or the Internet infrastructure and network external to the Services.

15. Suspension or Termination of Access

If we believe you have violated these Terms or otherwise abused the use of this Services, we reserve the right, at our sole discretion, to suspend or discontinue your access to and use of the Services.

16. Communications

You acknowledge that you are solely responsible for the use of messaging platforms, email, SMS and social media in connection with the Services. You represent and warrant that you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in your use of the Services.

17. Information and Services

The Services may contain Third-Party Information and Services and involve integrations with or links to Third-Party Information and Services, as well as information and services created by Users for End-users. We do not control any such information and services and we are not responsible for their content or performance, or your use of or access to any such content. We do not operate, control or endorse any information, products or services provided by third parties, including without limitation Third-Party Information and Services. Any use of Third-Party Information and Services is strictly at your own risk including, but not limited to, any risks associated with destructive viruses. You are solely responsible for viewing and abiding by the terms and conditions of use and the privacy statements of the other services.

WE DO NOT GUARANTEE ANY PRODUCTS OR SERVICES PROMOTED, OFFERED OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES ON OR THROUGH THE SERVICES. WE ARE NOT RESPONSIBLE FOR TRANSACTIONS BETWEEN USERS AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS.

18. No Warranty

THE SERVICES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM REPLY.AI OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

REPLY.AI DOES NOT GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE REPLY.AI SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICES, AND REPLY.AI  WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

19. Indemnity

19.1. General. You covenant and agree to indemnify, defend and hold harmless Reply.ai and its subsidiaries, affiliates, officers, directors, agents, managers, employees, contractors, partners and licensors from and against any and all claims, actions and demands (including all attorneys' fees, costs, debts, expenses, liabilities, damages and judgments arising from or related thereto) made by any third party related to or arising out of: (i) Third-Party Information or Services; (ii) User-created information or services, and content that you link, submit, post, transmit or otherwise make available through the Services or is otherwise submitted through your account; (iii) your use of or access to the Services; (iv) your connection to the Services; (v) your violation of these Terms, or your violation of any law or the rights of another, including without limitation any intellectual property rights or rights of privacy or publicity.

19.2. Costs Incurred via Mobile Networks or Third-Party Services. In addition without limiting anything contained in this Section 19, Reply.ai is not responsible and shall not pay any costs relating to obtaining or maintaining telephones, or any credit for sending messages by means of a mobile network or other third-party services (e.g. "Twilio"). You and any User of your Services are responsible for paying all of these costs and maintaining your accounts with third-party services, and you agree to indemnify Reply.ai for any costs or fees associated with such services.

20. Digital Millennium Copyright Act

20.1. Notice. If you are a copyright owner or an agent thereof and believe that any content being displayed or transmitted by any User through the Services infringes upon your copyrights, you may submit a notification to us pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further details):

20.2. Counter-Notice. If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, the copyright owner's agent, or pursuant to the law to post and use the content, you may send a counter-notice containing the following information to the Copyright Agent:

20.3. Effect of Counter Notice. If a counter-notice is received by our Copyright Agent, Reply.ai may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it within 10 business days. Unless the copyright owner files an action seeking a court order, the removed content may be replaced or access to it restored 10 or more business days after receipt of the counter-notice, at Reply.ai's sole discretion.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEY FEES.

Please note that this procedure is exclusively for notifying Reply.ai and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Reply.ai's rights and obligations under the DMCA, including 17 U.S.C. section 512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Reply.ai has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Reply.ai may also at its sole discretion limit access to the Services and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

21. Miscellaneous

21.1. Arbitration. For any dispute with Reply.ai, you agree to first contact us at support@reply.ai and attempt to resolve the dispute with us informally. In the unlikely event that Reply.ai has not been able to resolve a dispute it has with you within thirty (30) days of notice of such dispute, we each agree to resolve any claim, dispute, or controversy (excluding any Reply.ai claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein.

21.2. International Use. If you choose to use the Services outside of the United States, you will be solely responsible for any violations of local laws and regulations resulting from such use, including those governing online conduct and Content transmissions.

21.3. Notifications. Reply.ai may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Reply.ai in our sole discretion. Reply.ai reserves the right to determine the form and means of providing notifications to our Users.

If you have any questions concerning these Terms, or if you would like to contact us for any other reason, please email us at support@reply.ai.

Effective: June 20, 2016