Last updated October 24, 2017
THESE TERMS OF SERVICE GOVERN YOUR USE OF THE SERVICES (DEFINED BELOW) UNLESS YOU AND Unreplied.io HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING USE OF THE SERVICES.
Welcome to Unreplied! Please read these Terms of Service (the "Terms") carefully because they govern your use of our website located at https://unreplied.io (the "Site"), and our API and associated services related to email account access, syncing and storage for developers, individuals, and enterprises. To make these Terms easier to read, the Site, our API, and associated services are collectively called the "Services."
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, "you" and "your" will refer to that company or other legal entity.
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or App or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site or App or have otherwise communicated that we have modified the Terms to you, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
You may use the Services only if you are 13 years or older and are not barred from using the Services under applicable law.
If you want to use certain features of the Services you’ll have to create an account ("Account"). You can do this yourself via the Site, for example, if you are a developer and want to utilize the API and associated services to build email functionality into your products or services. Alternatively, if you’re using our Site, we’ll create an Account for you using the email addresses and passwords you provide us for the email inboxes you’d like to sync and access. You agree to provide us with accurate, complete and up-to-date information for your Account and to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
These Terms also govern your general use of and interaction with the Site.
To the extent any portion of the Services is made available to you for a fee, you will be required to select a payment plan and provide Unreplied with accurate information regarding your credit card or other payment instrument. You will promptly update your Account information with any changes in your payment information. You agree to pay Unreplied the amount that is specified in the applicable payment plan in accordance with these Terms and any other terms associated with such payment plan, and you authorize Unreplied to bill your credit card or other payment instrument on a periodic basis in accordance with such terms. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we do change prices, we will provide notice of the change through the Services and in an email to you at least 30 days before the change is to take effect. Your continued use of the Services after the price change goes into effect constitutes your agreement to pay the changed amount. Unreplied may choose to bill through an invoice, in which case, full payment for invoices issued must be received by the specified date or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. If you dispute any charges, you must notify Unreplied within thirty (30) days after the date Unreplied invoices you or bills your credit card or other payment instrument, as applicable. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Unreplied’ net income.
We welcome feedback, comments and suggestions for improvements to the Services ("Feedback").. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
For purposes of these Terms: (i) "Content" means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) "User Content" means any Content that users (including you) provide to be made available through the Services, and includes without limitation any content or data provided by your customers and/or end-users. Content includes without limitation User Content.
Unreplied does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Unreplied and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
You hereby grant to Unreplied a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Unreplied on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make to the Site) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Subject to your compliance with these Terms, Unreplied grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access, download, view, copy, display and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
You agree not to do any of the following:
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Unreplied respects copyright law and expects its users to do the same. It is Unreplied’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe the rights of copyright holders.
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at [email protected] Upon any termination, discontinuation or cancellation of Services or your access thereto, the following provisions of these Terms will survive: Payment, Feedback; the first paragraph of Content Ownership, Responsibility and Removal regarding Unreplied’ ownership of the Content and Services; Termination; Confidentiality; Warranty Disclaimers; Indemnity; Limitation of Liability; Dispute Resolution; and General Terms.
You understand that Unreplied may need to disclose certain non-public information relating to Unreplied’ business that is marked or identified as "confidential" at the time of disclosure ("Proprietary Information") in connection with the use and/or performance of the Services. Proprietary Information of Unreplied includes non-public information regarding features, functionality and performance of the Services. You agree to: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Unreplied agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that you can document (a) is or becomes generally available to the public, or (b) was in your possession or known by you prior to receipt from Unreplied, or (c) was rightfully disclosed to you without restriction by a third party, or (d) was independently developed without use of or reference to any Proprietary Information of Unreplied. You may disclose Proprietary Information if the disclosure is necessary to comply with a valid court order or subpoena (in which case you will promptly notify Unreplied and cooperate with Unreplied if Unreplied chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed. Unreplied shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, and (b) all worldwide intellectual property rights related to any of the foregoing. Unreplied may collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning User Content and data derived therefrom), and Unreplied will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Unreplied offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
The Services and Content are provided "AS IS," without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. Further, Unreplied does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.
You will indemnify and hold harmless Unreplied and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.
NEITHER Unreplied NOR ANY OTHER party involved in creating, producing, or delivering the services or content will be liable for any incidental, special, exemplary or consequential damages, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES arising out of or in connection with these TERMS or from the use OF or inability to use the Services or CONTENT, whether based on warranty, contract, tort (including negligence), PRODUCT LIABILITY or any other legal theory, and whether or not UNREPLIED has been informed of the possibility of such damage, EVEN IF A limited REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
In no event will Unreplied’s total liability arising out of or in connection with THESE TERMS OR FROM THE USE OF OR INABILITY TO USE the Services or content EXCEED THE AMOUNTS YOU HAVE PAID TO UNREPLIED FOR USE OF THE SERVICES OR content OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO UNREPLIED, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UNREPLIED AND YOU.
These Terms constitute the entire and exclusive understanding and agreement between Unreplied and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Unreplied and you regarding the Services and Content. You may not assign or transfer these Terms, by operation of law or otherwise, without Unreplied’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Unreplied may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Unreplied under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
In the event that any provision of these TOS is held to be invalid or unenforceable, the remaining provisions of the TOS will remain in full force and affect.
Unreplied’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Unreplied. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
These terms and conditions are governed by and construed in accordance with the laws of North Carolina and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.
If you have any questions about these Terms or the Services, please contact Unreplied at [email protected]