Terms of Service

1) Who We Are

ReplyEdge is operated by Suheyl Ünüvar Einzelunternehmen ("ReplyEdge", "we", "us" or the "Provider").

For full contact details (address, phone), see our Legal Notice. Email: support@replyedge.com.

2) Scope; Business Use Only

These Terms of Service (the "Terms") govern access to and use of the ReplyEdge platform, including Gmail, Outlook and WhatsApp drafting and related APIs, dashboards and websites (collectively, the "Service").

The Service is provided exclusively to business customers (B2B). It is not intended for consumers or for private use.

If you nevertheless use the Service as a consumer, any mandatory consumer rights under applicable law remain unaffected, but we do not specifically offer or structure the Service for consumers.

3) Accounts, Eligibility & Compliance

You must register an account to use the Service. You agree to:

• provide accurate and complete account and billing information, including your legal entity name, address and VAT/tax identifiers where applicable;
• keep your login credentials confidential and not share them outside your organization;
• ensure that only authorized personnel of your organization access the Service;
• promptly notify us of any unauthorized access or suspected security incident involving your account; and
• comply with all applicable laws and regulations, including data protection, telemarketing, spam and consumer protection laws.

4) Use with Third-Party Platforms

The Service connects to and interacts with third-party platforms such as Google (Gmail), Microsoft (Outlook), Meta/WhatsApp and other email or messaging providers ("Third-Party Platforms").

You acknowledge and agree that:

• each Third-Party Platform is governed by its own terms and policies, which are solely between you and the relevant provider;
• you are solely responsible for ensuring that your use of the Service complies with the applicable Third-Party Platform terms (including restrictions on automation, scraping, data use and messaging);
• we do not control and are not responsible for any Third-Party Platform, their availability, their features, or any changes they make;
• Third-Party Platforms may suspend, restrict or terminate your accounts independently of us; and
• if a Third-Party Platform materially changes or restricts its API, web interface or terms in a way that affects the Service, we may modify, restrict or discontinue the affected features.

For specific restrictions and requirements imposed by each Third-Party Platform, see Annex A below.

5) WhatsApp Automation Notice (CRITICAL - READ CAREFULLY)

6) Experimental Technology & Service Stability

7) Roles & Data Protection

For privacy, we distinguish two roles:

• Controller: For our websites, marketing, billing, account management, product analytics and similar data about you as a customer, we act as an independent "controller" under the GDPR.
• Processor: For email, WhatsApp and other message content and related personal data that you choose to process through the Service, we act as your "processor" (and, where applicable, sub-processor) under data protection law, in each case on your documented instructions.

Our processing of personal data as a processor is further governed by the Data Processing Addendum (DPA), which is incorporated into and forms part of these Terms.

8) Acceptable Use Policy (AUP)

You agree not to use the Service to:

• send unlawful, misleading, deceptive, defamatory, discriminatory, harassing or otherwise illegal content;
• send unsolicited or unauthorized marketing messages in violation of anti-spam, telemarketing or similar laws;
• scrape, access or interact with Third-Party Platforms in a way that circumvents access controls, rate-limits or other technical or contractual restrictions;
• probe, scan or test the vulnerability of any system, or attempt to gain unauthorized access;
• upload or transmit malware, ransomware, malicious code, or content that infringes intellectual property rights;
• process special categories of personal data without a valid legal basis and appropriate safeguards;
• use the Service in connection with critical infrastructure or life-critical systems;
• use the Service in any way that could damage, disable, overburden or impair our infrastructure;
• use the Service to send bulk unsolicited messages ("spam");
• impersonate any person or entity; or
• violate any applicable law.

We may suspend or terminate access to the Service where we reasonably believe that your use:

• violates these Terms, this AUP or applicable law;
• violates Third-Party Platform terms;
• presents patterns consistent with spam, abuse, or ToS violations; or
• poses a security, legal or reputational risk.

9) Service Changes; Availability; Beta

We continuously improve the Service and may modify, add or remove features from time to time (including by changing AI models or providers).

We will use reasonable efforts to provide a reliable Service, but:

• we do not guarantee uninterrupted availability or that the Service will be free from errors;
• planned maintenance and emergency work may lead to temporary unavailability; and
• WhatsApp features specifically are subject to the experimental technology limitations described in Section 6.

Certain features may be offered as beta or "early access" features. Beta features are provided purely for testing and feedback, may be changed or discontinued at any time, and are provided "AS IS" without any warranty or support commitments.

10) Plans, Subscriptions, Fees & Taxes

Access to the Service is provided on a subscription basis according to the plan you select (currently one plan, Business), as described on our pricing page at the time of ordering.

• Billing: Paid plans are billed in advance per subscription term (e.g. monthly) via our payment processor (currently Stripe). Fees and applicable taxes are shown at checkout.
• Automatic renewal: Unless you cancel before the end of the current term, your subscription will automatically renew for the same term and we may automatically charge the then-current fees.
• Trials & grace periods: If we offer a free trial or grace period, its duration and conditions will be displayed at sign-up. We may end trials or adjust grace periods for future customers at any time.
• Plan changes: If you upgrade or downgrade your plan, the change will typically take effect immediately and we may prorate charges within the current term.
• Non-payment: If a payment fails and remains outstanding after any applicable grace period, we may suspend or downgrade your access until payment is successfully collected.
• Taxes: You are responsible for all applicable taxes, duties or similar charges. Where required, we will charge VAT or sales tax based on the information you provide.
• No refunds: Except where required by law, all fees are non-refundable, including for partial periods, downgrades, unused quotas, or service disruptions.

11) Intellectual Property, License & Feedback

We and our licensors own all intellectual property rights in and to the Service, including software, documentation, designs, trademarks, logos and underlying models, except for content that you or your end users provide.

We grant you a limited, non-exclusive, non-transferable, non-sublicensable license during your subscription term to access and use the Service for your internal business purposes in accordance with these Terms and the applicable plan limits.

As between you and us, you own your content. You grant us (and our sub-processors) a non-exclusive, worldwide, royalty-free license for the term of the Agreement to use, store, transmit, display and process your content only:

• to provide, maintain and support the Service;
• to prevent or address technical, security or abuse issues;
• to comply with law or binding orders; and
• to create aggregated or de-identified statistics about Service usage.

12) AI-Generated Content Ownership & Use

13) Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked or reasonably understood to be confidential, including product information, business plans, technical information and security details. Your content and account details are considered your Confidential Information; details of our architecture and security controls are our Confidential Information.

Recipient will:

• use Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms;
• protect it using at least reasonable care; and
• not disclose it to third parties except to its employees, affiliates, professional advisors, and sub-processors who need to know it and are bound by confidentiality obligations.

These obligations do not apply to information that Recipient can demonstrate:

• was already known without restriction before receipt;
• was independently developed without use of the Confidential Information;
• is or becomes publicly available through no fault of Recipient; or
• is received from a third party who did not acquire or disclose it in breach of a legal obligation.

Recipient may disclose Confidential Information where required by law or court order, provided it (where legally permitted) gives Discloser reasonable notice and cooperates in seeking appropriate protective measures.

14) Warranties & Disclaimers

We will provide the Service using reasonable skill and care and in accordance with these Terms. Beyond this, and to the maximum extent permitted by applicable law:

• the Service is provided "AS IS" and "AS AVAILABLE";
• we do not warrant that the Service will be uninterrupted, error-free or free from harmful components;
• we do not warrant that AI-generated suggestions, drafts or outputs will be accurate, complete, unbiased, lawful, or appropriate for your use case;
• we do not warrant that WhatsApp features will continue to function or will not result in account bans;
• we do not warrant compatibility with future Third-Party Platform updates or changes; and
• you remain responsible for reviewing and approving any AI-generated content before sending or relying on it.

Specific AI Output Disclaimers:

• AI outputs may contain inaccuracies, biases, offensive content, or inappropriate suggestions;
• AI models have knowledge cutoff dates and may not reflect current information;
• AI-generated content is not legal, medical, financial, or professional advice;
• You must exercise professional judgment before using AI suggestions in business communications.

15) Limitation of Liability

16) Indemnity

You will defend, indemnify and hold harmless us and our affiliates, officers, employees and agents from and against any third-party claims, damages, losses and expenses (including reasonable legal fees) arising out of or related to:

• your content or your use of the Service in violation of these Terms, applicable law or Third-Party Platform terms;
• any allegation that your content or your use of the Service infringes or misappropriates the rights of a third party;
• any claims by Meta Platforms, Inc., WhatsApp LLC, or their affiliates arising from your use of the WhatsApp automation features;
• violations of data protection laws or regulations in connection with your use of the Service; or
• your breach of any representation or warranty in these Terms.

We will promptly notify you of any claim (to the extent reasonably possible), give you reasonable cooperation at your expense, and allow you sole control of the defence and settlement, provided that you may not settle any claim that imposes obligations on us without our prior written consent (not to be unreasonably withheld).

17) Term, Suspension & Termination

These Terms apply for as long as you have an active account or subscription with us.

18) Governing Law; Venue; Language

19) Changes to These Terms

We may update these Terms from time to time, for example to reflect changes in the Service, legal requirements or business practices.