Thank you for visiting www.replyassist.com, and all of their subdomains and aliases (collectively, the “Website” or “Site”) or utilizing a ReplyAssist subscription service (“Services”). This Website is owned and operated ReplyAssist, Inc. (referred to herein as “ReplyAssist”, “we”, “us”, “our” and “ours”). The following terms and conditions (the “Terms of Use”) form a binding agreement between you and us. Unless otherwise indicated, the terms “you”, “your” and “yours” when used in these Terms of Use means any user or visitor to the Website or the Services.

Please read these Terms of Use carefully. Your access to and use of this Website and any of the information, materials, data, demos, blogs, products, services and other materials made available on or through this Website (collectively, “Materials”) or the Services are subject to all applicable laws, rules and regulations and to the terms and conditions set forth in these Terms of Use.

By accessing or using this Website or the Services, you agree to be bound by these Terms of Use and our this Privacy Policy. If you are accessing or using this Website or the Services on behalf of an entity or business, you represent and warrant that you have the authority to bind such entity or business to these Terms of Use. In addition, when accessing the Website or the Services you shall be subject to any posted guidelines or rules applicable to the Website or the Services, which may be posted and modified from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms. If you do not wish to be bound by these Terms of Use, please exit this Website and cease use of all Materials or the Services, as you are not permitted to access or use this Website or other such Materials or Services.

The Services, Website and Materials may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes, or as otherwise restricted by this Terms of Use. ReplyAssist’s direct competitors are prohibited from accessing or using any portion of the Services, Website or Materials including, without limitation, downloading or accessing whitepapers, accessing free or paid accounts, signing up or participating in demos, webcasts, or accessing other Materials intended for prospects, customers or partners of ReplyAssist. You are prohibited from accessing the Services, Website or any Materials under false pretenses. You are prohibited from falsifying or concealing your identity in your use and access of the Services, Website or of any Materials.

YOUR ACCESS TO THE SERVICES OR THIS WEBSITE (OR PORTIONS THEREOF) AND USE OF ANY MATERIALS (OR PORTIONS THEREOF) IS NOT INTENDED, AND IS PROHIBITED, WHERE SUCH ACCESS OR USE VIOLATES ANY APPLICABLE LAWS, RULES OR REGULATIONS.

Privacy Policy
All information we collect on the Website or within the Services is subject to our Privacy Policy. By using the Services, the Website, or any Materials, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Changes to the Terms of Use
These Terms of Use may be changed by us, in our sole discretion, from time to time with or without notice to you. Any changes or modifications to these Terms of Use will be effective upon posting on the Website or within the Services. You should always review these Terms of Use prior to your access or use of the Services, Website, or Materials to ensure that you understand the current Terms of Use that apply to your access or use thereof. Your continued use of the Services, Website, or Materials following the posting of any changes or modifications will constitute your acceptance of such changes or modifications. If you cannot access these Terms of Use via the Internet, we can provide a copy of the Terms of Use then in effect by email, upon request.

Product & Services Information
All references on the Website to information, materials, products and/or services apply to information, materials, products and services available in the countries or jurisdictions specified only with respect to such information, materials, products and/or services only, unless otherwise stated.

Eligibility
The Services, Website, and any Materials are offered and available only to users who are of the legal age of consent as defined by applicable law (i.e. 18 years of age or older in the United States). Neither the Services nor the Website is not intended for use with minors (as defined by applicable law). By using the Services, the Website, or the Materials, you represent and warrant that you are of legal age to form a binding contract with the us and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services, Website, or Materials.

Making an Account

If you elect to make an account with us for a subscription, you must complete the registration process and will be subject to additional terms and conditions for such subscription.  You will choose a username and password and you are entirely responsible for maintaining the confidentiality of your username and password and preventing unauthorized access to your subscription.  You are entirely responsible for all activities that occur under your account and we are not liable for any loss that may incur as a result of someone else using your account.  

Ownership and Permitted Use of Materials
Unless otherwise indicated, ReplyAssist owns all rights, title, and interest in the Services and the Website, including without limitation the underlying source code, algorithms, design, text, content, files, selection and arrangement of elements, organization, graphics, compilation, translations, digital conversion and other matters related to, and all trademarks, logos, service marks, symbols, trade dress and all Materials provided on or through the Services or Website are protected by all applicable copyright laws, trademark laws and/or international conventions and treaties. All Materials are the exclusive and proprietary property of ReplyAssist and/or its third-party licensors. ALL RIGHTS RESERVED.

The posting, display or other provision of any Materials on the Services or the Website shall not constitute a waiver of any right or interest of ReplyAssist and/or its third-party licensors in such Materials. Except as expressly provided herein, nothing contained in these Terms of Use, the Services, or the Website shall be construed as conferring by implication, estoppel or otherwise any license, interest or right in or to the Materials under any copyright, trademark or proprietary rights of ReplyAssist or of any third party. Further, except as otherwise provided herein, no Materials (or portions thereof) may be used, copied, reproduced, distributed or redistributed, published or republished, downloaded, modified, displayed, posted, broadcasted, imitated, adapted, translated, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, or sold, offered for sale, licensed or sublicensed, reverse engineered, disassembled, decompiled or incorporated into compilations or used in the creation of derivative works, without our express prior written permission or that of the respective third-party owner.

Subject to your compliance with the foregoing, permission is hereby granted to you to the extent necessary for you to lawfully: (a) access the Services, the Website, and/or Materials made available by ReplyAssist; and (b) display, download, archive and print in hard copy portions of the Services or the Website for your personal or internal business, non-commercial and informational use only.

Prohibited Uses
You agree not to: (a) to modify the Materials (or any portion thereof), (b) use the Services, the Website, or the Materials in a manner that is fraudulent, libelous, defamatory, tortious, obscene, threatening, abusive, malicious, offensive, hateful, objectionable, constitutes or encourages a criminal offense, violates the rights of another (including, without limitation, any copyright, trademark, patent, trade secret, privacy, moral or publicity rights or other intellectual property or proprietary rights of others), or otherwise violates or conflicts with these Terms of Use or any applicable law; (c) impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity; (d) to interfere, disrupt or attempt to gain unauthorized access to the Materials, other ReplyAssist accounts, any restricted portions of the Website or any computer network or equipment; (e) use any manual or automated software, devices or other processes to “crawl” or “spider” any webpages contained in the Website (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract any Materials or other data from the Website); (f) frame or otherwise simulate the appearance or functions of the Services or the Website (or any portion thereof); and/or (g) remove or alter any copyright, trademark and other proprietary notices and legends contained in the Materials or the Services or on the Website (and any printouts thereof).

The foregoing permission is for the sole purpose of enabling you to use the Services Website and enjoy the benefit of the Materials in the manner permitted by these Terms of Use. We may modify the Materials from time to time and you are solely responsible for ensuring that you are using current and permitted Materials only. The foregoing permission terminates automatically if you breach any of these Terms of Use. Upon termination, you must immediately destroy any and all downloaded, archived or printed copies of the Materials and, if requested by us, certify to us in writing that you have complied with the foregoing.

Violations
ReplyAssist has the right, in its sole discretion, to terminate your use and access, or the use and access of any Authorized User, of the Services, the Website and any Materials in any and all appropriate circumstances, such as your violation of these Terms of Use.

Disclaimer of Endorsement
Any references to business or entities, products, processes, or services, or other organizations or individuals that are included in the Services or on the Website by trade name, trademark or otherwise are provided solely for your information. These references are not intended to reflect the opinions of ReplyAssist concerning the significance, priority or importance to be given the referenced business, entity, product, service, organization or individual. Such references, including any that may relate to our Materials, are not endorsements or approvals by ReplyAssist, and should not be quoted or reproduced for the purpose of stating or implying endorsement or approval by ReplyAssist. ReplyAssist does not endorse or update statements on third party websites. Furthermore, ReplyAssist is not responsible for content provided by third party websites, including those to which you may be redirected.  

LinkedIn is a registered trademark of LinkedIn Corporation (“LinkedIn”). ReplyAssist is not in any way affiliated with Linked In and neither the Website nor the Services are endorsed, administered, or sponsored by LinkedIn.

User-Generated Content
You may from time to time be permitted to post content on the Services or the Website, submit emails, or otherwise provide content to us in connection with your use of the Website or Materials (“User-Generated Content”). Any communication or material you post or transmit to us over the Internet is and will be treated as non-confidential and non-proprietary and is and will be solely your responsibility. This does not include User-Generated Content collected by us or provided to us by way of our paid products and services that are governed by the subscription agreement. Upon the transmission of any User-Generated Content to us, you expressly and hereby grant us a perpetual, worldwide, royalty-free, irrevocable, transferable, sublicensable and non-exclusive permission to reproduce, display, publish, modify, distribute, disseminate and/or otherwise use or exploit such content for any lawful purpose, without compensation, notice or obligation to you, subject to our Privacy Policy. We are not required to use or return any User-Generated Content submitted to us. You represent and warrant that you own or otherwise control all rights, including, but not limited to, copyrights, in and to any such User-Generated Content, that all moral rights in and to any such User-Generated Content have been waived, and that the use of such User-Generated Content as permitted hereunder does not and will not infringe or violate the rights of any third party. All derivative works or other developments arising from or based on User-Generated Content, if created by us, shall be our exclusive property.

The posting or transmittal of any unlawful, threatening, libelous, defamatory, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or violation of any law is strictly prohibited. Under no circumstances shall we be liable for any such material posted or transmitted by you by or through the Services or the Website.

We reserve the right to monitor your communications with us whether by mail, voice, fax, email or any other form of transmission for the purposes of quality control, security and other business needs.

Feedback
You may provide us with suggestions, comments or other feedback (collectively, “Feedback”) with respect to our products, services, content, this website, or other materials. Feedback is voluntary. We are not obligated to hold it in confidence. We own all Feedback and may use Feedback for any purpose without obligation of any kind. To the extent a license is required to make use of any intellectual property in any such Feedback, you hereby grant us an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with ReplyAssist’s business, including the enhancement of our products, services, content, this website, or other materials.

Statements on Website
The documents contained on (or directly accessible from) the Services or the Website may contain a number of forward-looking statements. Any statements that are not statements of historical fact (including, without limitation, statements to the effect that ReplyAssist or its management “believes,” “expects,” “anticipates” “plans” and other similar expressions) should be considered forward-looking statements and should not be relied upon. There are a number of important factors that could cause ReplyAssist’s actual results to differ materially from those indicated by such forward-looking statements, including general economic conditions, our continued ability to develop and introduce products, the introduction of new products by competitors, pricing practices of competitors, expansion of its sales distribution capability, the cost and availability of components, undetected software errors or bugs, our ability to control costs and other risk factors. ReplyAssist has no obligation to update or alter forward-looking statements.

ReplyAssist is not responsible for the content accessible via this Website, or any website with which it is linked, including the accuracy, completeness or reliability of historical data.

No Warranties for Website or Materials
YOU EXPRESSLY AGREE THAT THE USE OF THE WEBSITE IS AT YOUR OWN RISK.  WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS WEBSITE OR THE MATERIALS, WHICH ARE PROVIDED “AS IS.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS WEBSITE, THE MATERIALS AND ANY WEBSITE WITH WHICH THIS WEBSITE IS LINKED. YOU ARE SOLELY RESPONSIBLE FOR PROVIDING, MAINTAINING AND ENSURING THE COMPATIBILITY OF ALL HARDWARE, SOFTWARE AND OTHER COMPUTER REQUIREMENTS NECESSARY FOR YOUR ACCESS TO AND USE OF THE WEBSITE AND THE MATERIALS. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER (A) THE INFORMATION ACCESSIBLE VIA THIS WEBSITE, OR ANY WEBSITE WITH WHICH IT IS LINKED, IS ACCURATE, RELIABLE, COMPLETE, OR CURRENT, (B) USE OF THE WEBSITE AND ACCESS TO THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, (C) THE WEBSITE AND THE MATERIALS WILL BE AVAILABLE AT ANY PARTICULAR TIME, OR (D) THE WEBSITE AND THE MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NEITHER WE NOR ANY THIRD-PARTY LICENSOR WILL BE LIABLE WITH RESPECT TO ANY DECISIONS MADE BY YOU OR ANY OTHER PERSON AS A RESULT OF RELIANCE ON THE WEBSITE OR ANY MATERIALS. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU. YOU ACCEPT THAT OUR SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE.

Your use of the Website and the Materials is at your sole risk. It is your responsibility to evaluate (or consider seeking professional advice on) the accuracy and completeness of all information, statements, opinions and other material on this Website or any website with which it is linked.

Your statutory rights as a consumer, if any, are not affected by these provisions, and we do not seek to exclude or limit liability for fraudulent misrepresentation.

Exclusion of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR ANY OF OUR SHAREHOLDERS, OFFICERS, DIRECTORS, REPRESENTATIVES, EMPLOYEES, AGENTS, THIRD-PARTY LICENSORS, SUPPLIERS, AND CONTRACTORS SHALL BE LIABLE FOR ANY LOSSES AND/OR EXPENSES OF WHATEVER NATURE, HOWSOEVER ARISING AND REGARDLESS OF THE LEGAL THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF OR INABILITY TO USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXPENSES OR LOSSES AND EVEN IF AN EXCLUSIVE REMEDY PROVIDED FOR HEREIN FAILS OF ITS ESSENTIAL PURPOSE, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF, OR INABILITY TO USE, THIS WEBSITE OR THE MATERIALS OR ANY WEBSITE WITH WHICH THIS WEBSITE IS LINKED. IF YOU ARE DISSATISFIED WITH THE WEBSITE OR ANY MATERIALS, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE WEBSITE AND MATERIALS AND TERMINATE THESE TERMS OF USE IN ACCORDANCE WITH ITS TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL REPLYASSIST’S OR ANY THIRD-PARTY LICENSOR’S TOTAL LIABILITY TO YOU FOR DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) EXCEED IN THE AGGREGATE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WEBSITE OR MATERIALS.

Warranties and Liability Exclusions for Services.  THE TERMS OF ANY WARRANTY AND LIABILITY ARE SET OUT IN THE TERMS AND CONDITIONS ASSOCIATED WITH THE SERVICES.  IF NO TERMS AND CONDITIONS ARE AGREED UPON BY THE PARTIES, ALL OF THE FOREGOING APPLY TO THE SERVICES.

Indemnity and Release
You agree to defend, indemnify, release and hold us harmless as well as our shareholders, officers, directors, agents, representatives, employees and third-party licensors from any and all claims, liabilities, losses, expenses or demands, including reasonable legal fees, based on, arising from, or otherwise related to: (a) your breach or violation of these Terms of Use; (b) your access or use of this Website or any of the information, materials, products or services made available on or through this Website; (c) any infringement or misappropriation by you of any intellectual property or other rights of ReplyAssist or any third party; or (d) any negligence or willful misconduct by you.

Modification and Discontinuation
We reserve the right at any time and from time to time to modify, edit, delete, suspend or discontinue, temporarily or permanently, this Website (or any portion thereof) and/or the information, materials, products and/or services made available on or through this Website (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Website.

Termination and Survival

These Terms of Use will remain in effect until terminated by you or us. You may terminate these Terms of Use at any time by ceasing your use and access of the Website and Materials and by destroying all materials that you have saved, printed or downloaded from the Website. Notwithstanding any of the terms and conditions contained herein, we reserve the right, without notice and at our sole discretion, to terminate your permission to use the Website, and to block or prevent future access to and use of the Website and Materials. The provisions of these Terms of Use that by their nature and content are intended to survive the expiration or termination of these Terms of Use will survive such termination or expiration.

Entire Understanding
These Terms of Use contain the entire understanding between you and us with respect to this Website and your use and access hereof and supersedes all representations, statements, inducements, understandings, arrangements and agreements, oral or written, between you and us relating thereto unless otherwise signed in writing by authorized representatives of the parties, provided should there be a conflict between these Terms of Use and any written agreement between you and ReplyAssist related to your use of the Website, the terms of such written agreement shall control. Should any part of these Terms of Use for any reason be declared invalid, void or unenforceable by a court of competent jurisdiction, such determination shall not affect the validity of any remaining portions and such remaining portions shall remain and continue in full force and effect to the maximum extent permitted by law. Our failure to enforce any provision of these Terms of Use shall not operate as or be deemed a waiver by us of any other breach of any such provision or any other provision herein or of the right to enforce such provision(s).

Trade Compliance Restrictions
The sale, resale or other disposition of ReplyAssist’s products and any related technology or documentation are subject to various economic sanctions, export control laws, and other restrictive trade measures administered by the U.S. other applicable governments. Because these laws can have extraterritorial effect, you agree that you will comply with all such measures where applicable including, without limitation, (1) the Export Administration Act of 1979, as amended (50 U.S.C. app. 2401-2420) and the Export Administration Regulations, 15 C.F.R. §§ 730-774 (“EAR”); (2) the Arms Export Control Act, 22 U.S.C. § 2778, and the corresponding International Traffic in Arms Regulations (“ITAR”); (2) the economic sanctions laws and regulations enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), 31 C.F.R. Part 500 et seq., and the U.S. Department of State; and (iv) the anti-boycott regulations, guidelines, and reporting requirements under the Export Administration Regulations and Section 999 of the Internal Revenue Service Code. You understand and acknowledge that you are solely responsible for complying with such laws whenever applicable. You further understand and acknowledge that you shall not directly or indirectly export, import, sell, disclose, or otherwise transfer any ReplyAssist products or any related technology or documentation to any country or party subject to such restrictions, and that it is solely responsible for obtaining any license(s) to export, re-export or import that may be required.

Applicable Law & Jurisdiction
While ReplyAssist provides global products and services, our operations are located in Illinois with AWS & Firebase data centers geographically spread worldwide, and these Terms of Use are based on United States law. Access to, or use of, this Website or any information, materials, products and/or services made available on or through this Website may be prohibited by law in certain countries or jurisdictions. You are solely responsible for ensuring compliance with any applicable laws of the country from which you are accessing this Website. We make no representation that the information contained herein is appropriate or available for use in any location.

You agree that these Terms of Use are made and partially performed in the State of Illinois, and that the state and district courts located within or closest to Cook County, Illinois, without giving effect to any principles of conflicts of law, shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or relating to your access and use of this Website, and that the laws of the State of Illinois shall govern such dispute or claim. You hereby consent and submit to the exercise of personal jurisdiction over you by such courts for the purposes of litigating any such action and waive any defenses of lack of minimum contacts or forum non conveniens. Notwithstanding the foregoing, we reserve the right to bring legal proceedings in any jurisdiction where we believe that infringement of these Terms of Use may be taking place or originating.

The rights and remedies provided by these Terms of Use are cumulative and the use of any right or remedy by us shall not preclude or waive our rights to use any or all other remedies.

Contacting Us
If you have any questions regarding these Terms of Use or any other matter, you may contact us in by writing to us at ReplyAssist Inc.  or by emailing [email protected]. All notices pertaining to contractual or legal matters (i.e. breach of contract, termination, indemnifiable claims, etc.) must clearly be identified and marked as Legal Notices.

Any rights not expressly granted herein are reserved.

This Software as a Service Agreement (“SaaS Agreement”) is made and entered into as of the date of signature of Customer, below (“Effective Date”).  Customer’s access to the Services is expressly conditioned upon acceptance of the terms and conditions of this SaaS Agreement and ReplyAssist will not accept any different or additional terms and conditions, whether contained in Customer’s request for proposal, request for quotation, purchase order, or otherwise.  

1. Services
   1. By enabling the SaaS to operate with your LinkedIn account, you  
   2. You may not utilize the SaaS in an manner that violates any policy of OpenAI including their Content Policy; Sharing and Publication Policy; and Community Guidelines. You hereby indemnify and hold ReplyAssist harmless from an against any claims arising from or relating to your breach of the foregoing.
   3. You acknowledge that due to the nature of machine learning and the technology powering Artificial Intelligence features, the output generated by Artificial Intelligence based upon provided input may not be unique and Artificial Intelligence may generate the same or similar output to ReplyAssist or any third party. 
   4. You acknowledge that artificial and machine learning models can improve over time to better address specific use cases. ReplyAssist may use data we collect from your use of the SaaS to improve our models.
1. Purpose. This Saas Agreement sets forth the terms and conditions under which ReplyAssist agrees to provide (i) certain hosted “software as a service” (the “SaaS”) and (ii) technical support and maintenance (“Support Services” together with the SaaS, the “Services”) related to Customer’s access to, and use of, such SaaS, as specifically provided on Exhibit 1. 
2. The Services. Subject to the terms and conditions of this SaaS Agreement, during the Term, ReplyAssist will use commercially reasonable efforts to provide Customer and Authorized Users, if any, access to the Services. 
3. Use. Subject to the terms and conditions of this SaaS Agreement, during the Term, ReplyAssist hereby grants Customer and Authorized Users a non-exclusive, non-sublicensable, non- transferable, restricted worldwide right to access and use the SaaS, solely for Customer’s internal business purposes. All use of the Services are also subject to ReplyAssist’s terms and conditions, set forth https://www.replyassist.com/legal-documents, as amended from time to time (“Terms and Conditions”). In the event of a conflict between the Terms and Conditions and this Saas Agreement, the terms of this Saas Agreement will control.
4. Support Services. The Support Services are set forth in the Service Level Agreement (“SLA”), attached hereto as Exhibit 2.  
5. Changes to Platform. ReplyAssist may, in its sole discretion, make any changes to any SaaS that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of ReplyAssist’s products or services to its customers, (b) the competitive strength of, or market for, ReplyAssist’s products or services, (c) such Platform’s cost efficiency or performance, (ii) to comply with applicable law.  Such changes to the SaaS will not change the rights or obligations of the parties under this SaaS Agreement.
6. Artificial Intelligence.  The SaaS includes artificial intelligence functionality which means that it utilizes data models trained by machine learning. All use of the SaaS Artificial Intelligence features is subject to the following:
2. SaaS Access and Authorized Users
1. Administrative Users. During the configuration and set-up process for the SaaS, Customer will identify an administrative username and password for Customer’s ReplyAssist account. ReplyAssist reserves the right to refuse registration of or cancel usernames and passwords it deems inappropriate. 
2. Authorized Users. Customer may allow such number of Customer’s employees and/or independent contractors to use the SaaS on behalf of Customer (“Authorized Users”), subject to any limitations set forth herein. As a condition to access and use of the SaaS, Customer is responsible for ensuring that any Authorized Users use of the SaaS is in accordance with the terms and conditions of this SaaS Agreement. Customer will immediately notify ReplyAssist of any violation of the terms of any of the foregoing by any Authorized Users upon becoming aware of such violation. Customer is liable for any breach of this Saas Agreement by any Authorized User
3. Account Responsibility. Customer will be responsible for (i) all uses of any account that Customer has access to, whether or not Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use, and (ii) securing its ReplyAssist account, passwords (including but not limited to administrative and user passwords) and files. ReplyAssist is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords. 
3. Additional Restrictions and Responsibilities
1. SaaS Restrictions. Customer will not, nor permit or encourage any third party to, directly or indirectly (i) reverse engineer, decompile, disassemble, decode, decrypt, or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the SaaS or any SaaS, documentation or data related to the SaaS (“IP”); (ii) modify, translate, adapt, alter or create derivative works based on the SaaS or any IP; (iii) modify, remove or obstruct any proprietary notices or labels; (iv) distribute, sublicense, rent, lease, loan, or grant any third party access to or use of the Services; or (v) use the SaaS or any IP in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with such SaaS or. For the avoidance of doubt, the SaaS, including all user-visible aspects, are the Confidential Information of ReplyAssist, and Customer will comply with Section 4 with respect thereto. 
2. Customer Compliance. Customer shall use, and will ensure that all Authorized Users use, the SaaS, IP, and the Services in full compliance with this SaaS Agreement and all applicable laws and regulations. Customer represents and warrants that it (i) has accessed and reviewed the Terms and Conditions, Privacy Policy, or other policies relating to a SaaS provided by ReplyAssist, (ii) understands the requirements thereof, and (iii) agrees to comply therewith. ReplyAssist may suspend Customer’s account and access to SaaS and performance of the Services at any time and without notice if ReplyAssist believes that Customer is in violation of this SaaS Agreement. Although ReplyAssist has no obligation to monitor Customer’s use of the SaaS, ReplyAssist may do so and may prohibit any use it believes may be (or alleged to be) in violation of the foregoing. 
3. Cooperation. Customer shall provide all cooperation and assistance as ReplyAssist may reasonably request to enable ReplyAssist to exercise its rights and perform its obligations under, and in connection with, this SaaS Agreement.
4. Training and Education. Customer shall use commercially reasonable efforts to cause Authorized Users to be, at all times, educated and trained in the proper use and operation of the SaaS and to ensure that the SaaS is used in accordance with applicable manuals, instructions, specifications and documentation provided by ReplyAssist from time to time. 
5. Customer Systems. Customer shall be responsible for obtaining and maintaining both the functionality and security of any equipment and ancillary services needed to connect to, access or otherwise use the SaaS, including modems, hardware, servers, SaaS, operating systems, networking, web servers and the like. 
6. Restrictions on Export. Customer may not remove or export from the United States or allow the export or re- export of the SaaS, or any direct product thereof in violation of any restrictions, laws or regulations of any United States or foreign agency or authority. 
4. Confidentiality
1. Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has been, and may be, exposed to or acquired business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information”). Confidential Information of ReplyAssist includes, without limitation, non-public information regarding features, functionality and performance of the SaaS and IP. Confidential Information of Customer includes, without limitation, non-public data provided by Customer to ReplyAssist to enable the provision of access to, and use of, the Services as well as all content, data and information recorded and stored by the SaaS for Customer (“Customer Data”), The terms and conditions of this SaaS Agreement, including all pricing and related metrics, are ReplyAssist’s Confidential Information. 
2. Exceptions. Notwithstanding anything to the contrary contained herein, Confidential Information shall not include any information that the Receiving Party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party.
3. Non-use and Non-disclosure. With respect to Confidential Information of the Disclosing Party, the Receiving Party agrees to: (i) use the same degree of care to protect the confidentiality, and prevent the unauthorized use or disclosure, of such Confidential Information it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care, (ii) hold all such Confidential Information in strict confidence and not use, sell, copy, transfer reproduce, or divulge such Confidential Information to any third party, (iii) not use such Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized by, this SaaS Agreement. 
4. Compelled Disclosure. Notwithstanding Section 4.3, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent necessary to comply with a court order or applicable law; provided, however that the Receiving Party delivers reasonable advance notice of such disclosure to the Disclosing Party and uses reasonable efforts to secure confidential treatment of such Confidential Information, in whole or in part. 
5. Remedies for Breach of Obligation of Confidentiality. The Receiving Party acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the Receiving Party of its obligations under this Section, the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages. 
5. Proprietary Rights
1. Ownership. Customer owns all right, title and interest in and to the Customer Data. ReplyAssist owns and retain all right, title and interest in and to (i) the SaaS, IP and the Services and all improvements, enhancements or modifications thereto, (ii) any SaaS, applications, inventions or other technology developed in connection with the Services, and (iii) all intellectual property and proprietary rights in and related to any of the foregoing (collectively, “Services IP”). To the extent Customer acquires any right, title or interest in any Services IP, Customer hereby assigns all of its right, title and interest in such Services IP to ReplyAssist. 
2. Customer Data and ReplyAssist Information License. Customer hereby grants to ReplyAssist a non-exclusive, transferable, sublicensable, worldwide and royalty-free license to use and otherwise exploit (i) Customer Data to provide the Services to Customer hereunder and as necessary or useful to monitor and improve the SaaS, both during and after the Term. For the avoidance of doubt, ReplyAssist may use, reproduce, and disclose SaaS and Services related information, data and material that is anonymized, de- identified, or otherwise rendered not reasonably associated or linked to Customer or any other identifiable individual person or entity for product improvement and other lawful purposes, all of which information, data and material will be owned by ReplyAssist. It is Customer’s sole responsibility to back-up Customer Data during the Term, and Customer acknowledges that it will not have access to Customer Data through ReplyAssist or any SaaS following the expiration or termination of this SaaS Agreement. Notwithstanding anything to the contrary in this SaaS Agreement, and in addition to the rights ReplyAssist has according its Privacy Policy (found at https://www.replyassist.com/legal-documents, as amended from time to time) ReplyAssist has the right to collect and analyze data, including Customer Data, and other information relating to the provision, use and performance of various aspects of the Services and is free 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 ReplyAssist offerings, and (ii) use and disclose such data solely in aggregate or other de-identified form in connection with its business, or in any other manner permitted by this SaaS Agreement or the privacy policy.
3. No Other Rights. No rights or licenses are granted except as expressly set forth herein. Customer acknowledges and agrees that the SaaS and IP are the confidential, proprietary, trade secret and copyrighted work of ReplyAssist any use of the SaaS or IP beyond the terms of this SaaS Agreement constitute an infringement of ReplyAssist’s rights entitling ReplyAssist to seek all remedies available to it, including, without limitation, those under title 17 of the United States Code with respect to copyright infringement.
6. Fees & Payment
1. Fees. In exchange for the Services, Customer will pay ReplyAssist the fees described in Exhibit 1.  All fees are payable according to the terms set forth on the Order Acknowledgment, and if none are set forth, within thirty (30) days of the invoice date.  Fees are non-refundable, except as expressly provided in this SaaS Agreement. Customer will have five (5) days following a due date to cure such late payment, but if Customer fails to pay such amount(s), ReplyAssist will have the right to suspend Customer’s access to the Services and/or charge a late payment fee on the unpaid balance of one percent (1.0%) per month, or the highest rate allowed by law, whichever is lower. In addition to ReplyAssist’s other remedies, Customer shall reimburse ReplyAssist for all costs or costs incurred in collecting any overdue and unpaid amounts with respect to any invoice, including reasonable legal fees.
2. Payment Disputes. If Customer believes that ReplyAssist has billed Customer incorrectly, Customer must contact ReplyAssist no later than thirty (30) days after the closing date on the first billing statement in which the believed error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to ReplyAssist’s customer support department or the applicable account manager.  Any disputes not raised within this time period are deemed waived.
3. Taxes. Customer shall pay, and shall be liable for, all taxes relating to ReplyAssist’s provision of the Services hereunder except ReplyAssist shall pay, and shall be liable for, taxes based on its net income or capital. 
4. No Deductions or Setoffs. All amounts payable to ReplyAssist hereunder shall be paid by Customer to ReplyAssist in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason except as may be required by applicable law. 
5. Subpoena Expenses. If ReplyAssist has to provide information in response to a subpoena related to Customer’s account, then ReplyAssist may charge Customer for ReplyAssist’s costs. Such charges may include fees for attorney and employee time spent retrieving records, preparing documents and participating in depositions or other legal process as well as other costs incurred in complying with such legal processes.
7. Term and Termination
   1. Customer has a receiver or an administrative receiver appointed, or the Licensee becomes subject, as debtor, to the jurisdiction of any bankruptcy court, enters into any voluntary arrangement with its creditors or ceases, threatens to cease to carry on business or any of the foregoing occurs under a local law equivalent. Any termination under this Section 7.2.1 relieves ReplyAssist of the obligation for the performance of this SaaS Agreement;
   2. The Customer fails to pay within thirty (30) days of its due date, or within any agreed period of grace, any sum due under this SaaS Agreement or any exhibit; or
   3. The Customer commits any material breach of any other term of this SaaS Agreement which is not remedied within thirty (30) days of a written request to do so.
1. Term. This SaaS Agreement will commence on the Effective Date and continue in full force and effect for the duration of the period set forth on Exhibit 1, unless terminated earlier as provided below (the “Term”). 
2. Termination by ReplyAssist. ReplyAssist may terminate this SaaS Agreement upon thirty (30) days written notice to Customer if:
3. Termination by Customer.  Customer may terminate this SaaS Agreement upon thirty (30) days written notice to ReplyAssist if ReplyAssist commits any material breach of this SaaS Agreement which is not remedied within thirty (30) days of a written request to do so, or if such remedy is not reasonably capable of being completed in such thirty (30) day time period, for which a remedy has not been commenced and consistently pursued.   
4. Effect of Termination. Upon termination of the Agreement, Customer shall immediately cease all use of, and all access to, the Services and ReplyAssist shall immediately cease providing the Services. Termination relieves ReplyAssist of any obligations of performance with respect to the Services.  All Fees paid as of the date of termination are non-refundable, except to the extent expressly provided by this SaaS Agreement.  Any and all Fees that would have become payable had the SaaS Agreement remained in effect will become immediately due and payable.  
5. Survival. Sections 3.1, 4–6, 7.2, 7.4, and 9–16 survive any termination or expiration of this SaaS Agreement. Additionally, any other portions of this Saas Agreement which, by their nature, are intended to survive expiration or termination of this Saas Agreement, will so survive. All other rights and obligations shall be of no further force or effect.
8. Warranty and Disclaimer
1. Warranty by Customer.  In order to provide the SaaS, ReplyAssist requires account access to Customer or Customer’s Authorized User’s LinkedIn® Account. Customer represents and warrants that it has ownership of such LinkedIn® Account and is authorized to provide access to ReplyAssist.  If the details of such LinkedIn® Account are changed in a manner to prevent access by ReplyAssist, some or all features of the SaaS may not be available.  Customer is solely liable for updating ReplyAssist on any changes to its LinkedIn® Account.
2. Limited SaaS Warranty.  ReplyAssist will use reasonable efforts consistent with prevailing industry standards to provide the SaaS in accordance with the SLA. If no Exhibit is attached, ReplyAssist’s warranty for the SaaS is solely to use reasonable efforts to minimize errors and interruptions in the SaaS. 
3. Limited Support Services Warranties. ReplyAssist’s sole warranty for the Support Services, and the sole remedies for any breach thereof, is set forth in the SLA. If no SLA is attached, then no warranty is provided and any such warranty for the Support Services is hereby disclaimed.   
4. Warranty of Authority. Each party represents and warrants that it has the legal power to enter into this SaaS Agreement. Additionally, Customer warrants that (i) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by the SaaS and the Services; (ii) the provision and use of Customer Data as contemplated by this SaaS Agreement does not violate any Customer’s privacy policy, terms- of-use or other agreement to which Customer is a party or any law or regulation to which Customer is subject to; and (iii) no Customer Data will include social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act and the Gramm-Leach-Bliley Act. 
5. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, REPLYASSIST DOES NOT WARRANT THAT ACCESS TO THE SAAS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES REPLYASSIST MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. FURTHER, REPLYASSIST MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SERVICES PROVIDED BY THIRD PARTY TECHNOLOGY SERVICE PROVIDERS RELATING TO OR SUPPORTING THE SAAS, INCLUDING HOSTING AND MAINTENANCE SERVICES, AND ANY CLAIM OF CUSTOMER ARISING FROM OR RELATING TO SUCH SERVICES SHALL, AS BETWEEN REPLYASSIST AND SUCH SERVICE PROVIDER, BE SOLELY AGAINST SUCH SERVICE PROVIDER. THE PLATFORMS, SAAS AND SERVICES ARE PROVIDED “AS IS,” AND REPLYASSIST DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ACKNOWLEDGES THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT, NO REPRESENTATIONS HAVE BEEN MADE RESPECTING THE SAAS, THE SERVICES, OR ANY OTHER GOODS OR SERVICES PROVIDED, AND THAT LICENSEE HAS NOT RELIED ON ANY REPRESENTATION NOT INCLUDED IN THIS AGREEMENT. LICENSOR DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY THAT THE SAAS WILL MEET LICENSEE'S REQUIREMENTS; THAT THE SAAS WILL OPERATE IN COMBINATIONS WITH OTHER HARDWARE, SAAS, SYSTEMS, OR DATA NOT PROVIDED BY LICENSOR.
6. Artificial Intelligence Warranty Disclaimer.  In addition to the foregoing, as it pertains to any part of the SaaS that utilizes Artificial Intelligence, REPLYASSIST DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ARTIFICIAL INTELLIGENCE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH ARTIFICIAL INTELLIGENCE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA OBTAINED THROUGH THE USE OF ANY ARTIFICIAL INTELLIGENCE FEATURE IS DONE AT YOUR SOLE RISK. YOU SHOULD NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENTLY FACT CHECKING THEIR ACCURACY. OUTPUT THAT APPEARS ACCURATE BECAUSE OF ITS DETAIL OF SPECIFICITY MAY STILL CONTAIN MATERIAL INACCURACIES. ARTIFICIAL INTELLIGENCE CANNOT DYNAMICALLY RETRIEVE INFORMATION, AND OUTPUT MAY NOT ACCOUNT FOR EVENTS OR CHANGES TO UNDERLYING FACTS OCCURRING AFTER THE ARTIFICIAL INTELLIGENCE MODEL WAS TRAINED. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM REPLYASSIST OR THROUGH ARTIFICIAL INTELLIGENCE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
9. Indemnity and Limitation of Liability
   1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NOT EVENT WITH EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY INCLUDING DATA PROTECTION CLAIMS EXCEED IN THE AGGREGATE THE TOTAL FEES PAID OR OWED BY CUSTOMER FOR THE SERVICES HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT), OR
   2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NOT EVENT WITH EITHER PARTY’S HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS, LOST DATA, LOST GOODWILL, LOST BUSINESS, LOST REVENUES OR DOWN TIME OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
1. Indemnification by ReplyAssist. ReplyAssist will defend Customer against any claim, suit, demand, or action made or brought against Customer by a third party alleging that the Services, or Customer’s use or access thereof in accordance with this SaaS Agreement, infringes any intellectual property rights of such third party, and will indemnify and hold harmless Customer from any damages, losses, liabilities, costs and fees (including reasonable attorney’s fees) finally awarded against Customer in connection with or in settlement of any such claim, suit, demand, or action. The foregoing obligations do not apply with respect to portions or components of any SaaS or the Services (i) not supplied by ReplyAssist, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery, or granting of access, by ReplyAssist, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Services is not strictly in accordance with this SaaS Agreement. If, due to a claim of infringement, a SaaS is held by a court of competent jurisdiction to be or is believed by ReplyAssist to be infringing, ReplyAssist may, at its option and expense (a) replace or modify such SaaS to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using such Platform, or (c) if neither of the foregoing is commercially practicable, terminate this SaaS Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for such Platform. This Section states Customer’s sole and exclusive remedies for claims of infringement. 
2. Indemnification by Customer.  Customer will indemnify and defend ReplyAssist and its officers, directors, employees, agents and affiliates from and against any and all claims, demands, suits, fees, judgements, damages, losses, costs and expenses, including reasonable attorneys’ fees and costs incurred in responding to or defending such claims, that ReplyAssist might suffer or incur proximately caused by: Customer’s breach of this Saas Agreement or applicable law.
3. Limitation of Liability.   In no event shall:
10. Governing Law and Dispute Resolution. This SaaS Agreement is governed in all respects by the laws of the State of Illinois, without giving effect to its rules relating to conflict of laws. Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to this SaaS Agreement or to the rights or duties of the parties under this SaaS Agreement. Any dispute arising out of or relating to this SaaS Agreement, or its subject matter, shall be resolved exclusively by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Either party may send a notice to the other party of its intention to file a case with the AAA under this Section (“Arbitration Notice”). The arbitration will be conducted in Cook County, Illinois by a single arbitrator knowledgeable in government contracting matters and the commercial aspects of “software as a service” arrangements and intellectual property. The parties will mutually appoint an arbitrator within thirty (30) days of the Arbitration Notice. If the parties are unable to agree on an arbitrator, then the AAA will appoint an arbitrator who meets the foregoing knowledge requirements. The arbitration hearing will commence within sixty (60) days after the appointment of the arbitrator and the hearing will be completed and an award rendered in writing within sixty (60) days after the commencement of the hearing. Prior to the hearing, each party will have the right to take up to four (4) evidentiary depositions, and exchange two (2) sets of document production requests and two sets, each, of not more than ten (10) interrogatories. The arbitrator will provide detailed written explanations to the parties to support their award and regardless of outcome, each party shall pay its own costs and expenses (including attorneys’ fees) associated with the arbitration proceeding and fifty percent (50%) of the fees of the arbitrator and the AAA. The arbitration award will be final and binding and may be enforced in any court of competent jurisdiction. 
11. Security. ReplyAssist may, from time to time, host and/or maintain software using a third-party technology service provider and Customer acknowledges that ReplyAssist cannot offer any additional or modified procedures other than those put in place by such technology provider with respect to such technology service.
12. Publicity.  Customer agrees that ReplyAssist may identify Customer as a customer and use Customer’s logo and trademark in ReplyAssist’s promotional materials. Customer may request that ReplyAssist stop doing so by submitting an email to [email protected] at any time. Customer acknowledges that it may take ReplyAssist up to thirty (30) days to process such request. Notwithstanding anything herein to the contrary, Customer acknowledges that ReplyAssist may disclose the existence and terms and conditions of this SaaS Agreement to its advisors, actual and potential sources of financing and to third parties for purposes of due diligence. 
13. Notices. All notices, consents, and other communications between the parties under or regarding this SaaS Agreement must be in writing (which includes email and facsimile) and be addressed according to information provided Exhibit 1. All notices, consents and other communications between the parties under a Statement of Services will be sent to the recipient’s address specified thereon. All communications will be deemed to have been received on the date actually received. Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section. 
14. Force Majeure. ReplyAssist is not responsible nor liable for any delays or failures in performance from any cause beyond its reasonable control, including, but not limited to acts of God, actions or decrees of governmental authorities, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, inability to obtain necessary products, components or assistance from third party suppliers or distributors, limitations on the availability of telephone or internet transmission facilities, or acts or omissions of other third parties or Customer or any Authorized User..
15. Assignment. Neither party may assign this SaaS Agreement to any third party without the prior written consent of the other; provided that no consent is required in connection with an assignment to an affiliate or in connection with any merger, reorganization, consolidation, sale of assets or similar transaction. ReplyAssist may sublicense any or all of its obligations hereunder. For the avoidance of doubt, a third party technology provider that provides features or functionality in connection with a SaaS is not deemed a sublicensee under this SaaS Agreement.
16. General Provisions. If any provision of this SaaS Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this SaaS Agreement will otherwise remain in full force and effect and enforceable. This SaaS Agreement, together with all exhibits, annexes and addenda hereto and thereto is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this SaaS Agreement. Failure, delay or waiver by either party of any terms or conditions here will not be considered to be either a waiver or forfeiture of such rights for any persisting or subsequent breach.  All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this SaaS Agreement, and neither party has authority of any kind to bind the other party in any respect whatsoever. This Saas Agreement is binding upon and inures to the benefit of all successors and permitted assigns.  The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words “hereof,” “hereby,” “herein,” “hereto,” and “hereunder” and words of similar import shall refer to this SaaS Agreement as a whole and not to any particular Section or paragraph of this SaaS Agreement; (ii) the words “include,” “includes” or “including” are deemed to be followed by the words “without limitation;” (iii) references to a “Section” or “Exhibit” are references to a section of, or exhibit to this SaaS Agreement; and (iv) derivative forms of defined terms will have correlative meanings. This Saas Agreement may be signed in counterparts, each of which will constitute an original and tougher which will constitute one Agreement.  Electronic signatures are deemed to be binding and have the same effect as originals.

Exhibit 1

Agreement Specifics 

Exhibit 2

Service Level Agreement (SLA)

1. Service Level Commitments:

During the Term, ReplyAssist will meet the following Service Level Availability, Response Targets and Resolution Targets:

a. Service Availability

Subject to the exclusions set forth in Section 1.c, the ReplyAssist Service will be available as follows:

b. Incident Response  

Subject to the exclusions set forth in Section 1.c, the following list of Issue Levels ranked by Severity sets forth ReplyAssist’s Response and Resolution Targets for addressing same:

c. Exclusions and Limitations. The following exclusions and limitations apply to the availability and incident response terms in this SLA 

• Service interruptions caused by ReplyAssist’s planned maintenance activities, emergency maintenance activities required by third-party vendors are excluded from calculations of unavailability and will delay response times
• Force Majeure Events are omitted from the Service Level Availability and Response and Resolution Target calculations
• Account suspension or termination due to Customer’s breach of the ReplyAssist Services Agreement terminate all obligations of this SLA
• Failures of availability due to Customer’s equipment or operation will not give rise to liability under this SLA
• Failures resulting from software or technology for which ReplyAssist is not responsible under the ReplyAssist Services Agreement are excluded from this SLA
• No SLA is provided for Free Trials
   

THIS SLA SETS FOR THE SOLE AND EXCLUSIVE REMEDY FOR REPLYASSIST’S FAILURE TO MEET THE SERVICE LEVEL AVAILABILITY METRIC, RESPONSE TARGETS OR RESOLUTION TARGETS AND SHALL APPLY EVEN IF SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REPLY ASSIST DISCLAIMS ALL WARRANTIES OF ANY KIND UNDER THIS SLA, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

d. Eligibility

Customer will not be eligible for any Service Credits under this SLA if it fails to meet the conditions set forth below:

• Data Quality: Imported data will be clean, current, in standard format, and be able to be processed.
• Administrator Usage: Customer shall have appropriate number of administrators trained and at no point will have less than 1 administrator trained for every 10,000 users.
• Issue Reporting: Customer will report issues in writing using ReplyAssist email issue tracking system with complete information and in a timely manner.

    2. Support Commitment:

ReplyAssist is dedicated to Customer success and makes our teams available to support you within our Support Hours (as defined below).

a. Support Hours

All Response and Resolution Target times are calculated during and will take place within ReplyAssist business hours of 9 AM to 4 PM Central Time, Monday – Friday, excluding US holidays (“Support Hours”)

b. Escalations Procedures

In the event of a service interruption/bug the client will be able to email [email protected] for support. Your request will be triaged by a ReplyAssist representative and assigned to a support agent based on severity.

• The support agent will monitor the standards set forth in this SLA. This person is responsible for ensuring that the standards set forth within this SLA are being met and maintained as expected and is also responsible for overall Customer satisfaction.
• In the event that the support agent is not responding, the Customer may escalate the issue to ReplyAssist’s Operations Manager. The Operations Manager will respond via email within two (2) business days.
• Service requesters must have knowledge about the technical details associated with the service request, knowledge of the operating system and configuration of the environment.
• Service requesters must be available to provide examples and screenshots of affecting incidents to assist ReplyAssist in implementing a solution.

c. Remedies

In the event ReplyAssist fails to meet the following resolution targets, Customer may terminate the deficient ReplyAssist Services and recover a pro-rata portion of the fees paid to ReplyAssist for such deficient ReplyAssist Services, and such refund will be your exclusive remedy and ReplyAssist’s entire liability.

• For a Severity 1 issue level, failure to meet resolution targets two (2) times within a four-week period or three (3) times within a six month period.
• For a Severity 2 issue level, failure to meet resolution targets three (3) times within a four-week period or three (3) times within a six month period.
• For a Severity 3 issue level, failure to meet resolution targets six (6) times in any six-month period.

    3. Minimum Requirements

ReplyAssist is responsible for providing reliable and stable progressive web application services that function properly. Please view our list of requirements.

Privacy Policy

Effective Date: November 14th, 2023

Contents

1. Scope
2. Personal Information We Collect
3. Why We Collect Your Personal Information
4. Aggregated and De-Identified Information
5. Sharing Personal Information
6. Security of Personal Information
7. International Transfers of Personal Information
8. Accessing or Updating Your Personal Information
9. Retention of Personal Information
10. Children
11. Special Notice for Individuals in certain States in the US
12. Special Notice for Individuals in the EEA, UK and Switzerland
13. Updates
14. How to Contact Us

1. Scope

ReplyAssist, Inc. and its affiliate companies (“ReplyAssist,” “we,” “us,” or “our”) are committed to protecting your privacy.

This Privacy Policy informs you how we collect, use, secure and share your personal information collected by us when you visit our Websites (“Website”), use the products or services offered by ReplyAssist (“Services”), visit our branded social media pages, visit our offices, receive communication from us, register or attend our events or webinars, or ask questions about our products (“Interactions”, and together with Website and Services, the “Offerings”). Please note that our Website may include links to other organizations’ websites whose privacy practices may differ from those of ReplyAssist. If you interact with any of those sites, your information is governed by their privacy notices. We encourage you to carefully read the privacy notices of any website you visit.

If you are providing personal information to us as part of the recruitment process for employment, please review our Employment Candidate Privacy Policy.

If you do not feel comfortable with any part of this Privacy Policy, please immediately cease using our Offerings as, by doing so, you consent to the practices set forth in this Privacy Policy, the Website Terms of Use and any Services Terms of Use.

1. Personal Information We Collect

Except as described in this Privacy Policy, ReplyAssist will not give, sell, rent, or loan to any third party any of the personal information you provide us. Personal information is generally any information that identifies you or makes you identifiable such as your name, email address, telephone number, photo, current company and position, work history, IP address, or user preferences. We may collect, store, and use the following kinds of personal information from you in relation to the Offerings:

1. Information You Voluntarily Provide. We will collect personal information when you voluntarily provide it to us (including to our service providers or other parties who collect it on our behalf). For example, we collect personal information when you request information about our services or products, submit an application for employment, subscribe to marketing communications, request customer support, register for a ReplyAssist event, or use a ReplyAssist product or service.
2. Information About Transactions. We collect information about any transactions carried out between you and us on or in relation to the Website, including information relating to any purchases you make of our services, including your first and last name, title, position, employer, and contact information.
3. Information From Offline Sources. We may also collect personal information from you offline, such as from an email or during phone calls with sales representatives. The personal information we collect may include contact information (such as your name, address, telephone number or email address), professional information (such as your job title, department or job role), and contact preferences.
4. Information We Automatically Collect.

(i) Log Data. When you use our Website or the Services , we may automatically record information from your device, its software, and your activity using the Website This may include such information as the device’s Internet Protocol (“IP”) address, browser type, operating system, software version, user settings, Media Access Control (“MAC”) address, the web page visited before you came to our Website, information you search for on our Website, length of visit and number of page views, locale preferences, identification numbers associated with your devices, your mobile carrier, date and time stamps associated with transactions, and system configuration information. Information we collect may be associated with accounts and other devices.  Your browsing activity may be tracked across different websites and different devices or apps. For example, we may attempt to match your browsing activity on your mobile device with your browsing activity on your laptop. To do this our technology partners may share data, such as your browsing patterns, geo-location and device identifiers, and will match the information of the browser and devices that appear to be used by the same person.

(ii) Location Data. We may collect geolocation and proximity of your device if location services are enabled on your device (e.g., GPS-based functionality on mobile devices used to access our Website) and may use that information to customize the interactions with location-based information and features. If you access our Website through a mobile device and you do not want your device to provide us with location-tracking information, you can disable the GPS or other location-tracking functions on your device, provided your device allows you to do this.

(iii) Cookies. We use “cookies” to collect information and improve our interactions with you. A cookie is a small data file that we transfer to your device. We may use “persistent cookies” to save your registration ID and login password for future logins to our Website. We may use “session ID cookies” to enable certain features of the Website, to better understand how your interactions with us and to monitor aggregate usage and web traffic routing on our Website. For more information on how we use Cookies and similar technologies, please see our Cookie Policy,

(iv) Services.  We create app, services, features, APIs, software, websites and similar related offerings that enable individuals and businesses to interact with their customers.  Those individuals and businesses (“data controllers”) may submit personal information about their customers and prospective customers to us.  This could include the contents of, and information contained in, conversations in third party platforms, websites and applications, specifically LinkedIn®. We use and process this personal data to provide our Services in accordance with the terms applicable to the Services.  We also collect, process, and use data provided in the course of using the Services including logs, usage reports, services used, date and time stamps, and telephone numbers. 

(v) Analytics Tracking - Third Parties. We may also use third-party service providers to collect and process analytics and other information on our Website and Services. These third-party service providers may use cookies and other technologies to collect and store analytics and other information. They have their own privacy policies addressing how they use the analytics and other information and we do not have access to, nor control over, third parties’ use of cookies or other tracking technologies. We may also collect personal information from other third-party sources. We may collect personal information disclosed by you on message boards, chat features, blogs and other services or platforms to which you are able to post information and materials (including third-party services and platforms). We process such information to better understand you, to maintain and improve the accuracy of the information we store about you, and to better promote or optimize our communications with you, including providing information about our services and products.

If you choose to limit our collection or use of your personal information or choose not to provide certain personal information, some or all of our services, programs, or events may not be available to you, and we may not be able to respond to your requests.

1. Why We Collect and How we Use Your Personal Information 

In general, we collect and use personal information to create, develop, operate, deliver, and improve our Website and Services. There is a legal basis for all collection and use which may include: consent, or our legitimate business interest such as monitoring, proper administration, improving our Website and Services; communicating with use; protection of legal rights; or, protection of vital interests.  We may use your personal information to:

1. Respond to Requests.We may process your personal information when you contact us, such as with questions, concerns, and feedback. We share this information with third parties upon your request, or with our service providers or partners to the extent necessary to provide you a response. 
2. Facilitate and Evaluate Use of the Services.We may use your personal information to provide you with our Website and Services, to facilitate your use of our Services (such as facilitating navigation and the login process, preserving information between sessions and enhancing security), to improve quality, to evaluate page response rates and determine content.
3. Improve the Accuracy of our Records.We may use the personal information we receive from you or third parties to better understand you and/or maintain and improve the accuracy of the records we hold about you. 
4. Personalize your Experience.We also may use cookies and similar tracking technology to personalize your experience – please see our Cookie Policy for more information. By personalizing our communications, we enable you to more easily use our Website or Services by tracking your preferences (e.g., your language selection, your time zone, etc.). 
5. Ensure the Security of the Website and Interactions.We may process your personal information to help monitor, prevent and detect fraud, enhance security, and combat spam, malware, malicious activities or security risks; improve and enforce our security measures; and to monitor the security of our Offerings.
6. Marketing.We may use information we obtain from you, your interactions with ReplyAssist, our Website, our Services, and from third party sources to provide you with marketing and promotional communications, to deliver targeted and relevant advertising and marketing to you, to determine the effectiveness of our marketing and promotional campaigns, to better understand you and your preferences, and to position and promote our services and products. Our marketing will be conducted in accordance with your advertising/marketing preferences and as permitted by applicable law. 
7. Product Improvement and Development.  We use your information to help us improve the content and functionality of the Website and Services, to better understand our users, to improve the Website and Services, and develop to new products and services. This includes monitoring outages and troubleshooting issues reported by you.  
8. Create Your Profile or Account.  We may process account data including name and email address to create your personal profile or account, operate the Website, provide the Services, monitoring your use, ensure the security of the Offerings, maintain backups, and communicate with you.  
9. Compliance with Law.  We may process or use your personal data where necessary for the establishment, exercise, or defense of legal claims, whether in court proceedings or in an administrative or out-of-court procedure.  
10. Other Purposes.  In addition to the other uses outlined in this Policy, we may process and use personal information about you for the purposes of obtaining or. Maintaining insurance coverage, managing risks, or where necessary for compliance with legal obligations, in order to protect your vital interests or the vital interests of another natural person, or to help improve the safety and reliability of our Services including detecting, preventing, responding to fraud, abuse, security risks, and technical issues.  

If you choose to limit our collection or use of your personal information, some or all of our services may not be available to you, and we may not be able to respond to certain of your requests.

• Aggregated and De-Identified Information

We may use de-identified and/or aggregated information that can no longer be reasonably linked to you or your device from the information we collect. De-identified and/or aggregated information is not subject to this Privacy Policy, and we may use and disclose such information in a number of ways, including research, internal analysis, analytics, and any other legally permissible purposes.

• Sharing Personal Information

There are certain circumstances where we may share your personal information with third parties without further notice to you.  If you are located in a jurisdiction where sharing requires your permission, we will only do so with our consent.  The circumstances where we may share personal information are as follows:

1. Service Providers, Business Partners and Others.We may share your personal information with third parties, such as vendors, consultants, agents and other service providers who work on our behalf. Examples include vendors and service providers who provide assistance with marketing, billing, processing credit card payments, data analysis and insight, technical support and customer service. These examples are not exhaustive, and we may employ service providers for additional functions.  
2. Compliance with Laws and Law Enforcement Requests; Protection of Our Rights.We may disclose your personal information to third parties when we have a good faith belief that disclosure is reasonably necessary to: (i) comply with a law, regulation, legal process or legal requests including to meet national security or law enforcement requirements; (ii) protect the safety of any person from death or serious bodily injury; (iii) prevent harm or illegal activities including fraud or abuse of ReplyAssist or its users; (iv) enforce or protect ReplyAssist’s rights including those under this policy and our agreements with you and protect against legal liability; (v) to protect the security or integrity of our Offerings
3. Business Transfers.If we are involved in a merger, acquisition, or sale of all or a portion of our assets, your information may be sold or transferred as part of that transaction.
4. Related Companies. We may share your personal information with our affiliates or subsidiaries, if any, so that they can help provide or support our Offerings, service your account, or troubleshoot concerns, contact you with offers, or support other legitimate business operations.

1. Security of Personal Information

We will take reasonable physical, administrative and technical steps to safeguard the information we collect from you to prevent the loss, misuse or alteration of your personal information. While we make reasonable efforts to help ensure the integrity and security of our network and systems, we cannot guarantee our security measures. Further, data transmission of the internet is inherently insecure. Therefore, you should take special care in deciding what information you send to over the internet.

We will store all the personal information you provide on our secure servers. You are responsible for keeping your passwords confidential. We will not ask you for your passwords.

We have procedures in place to ensure we can react to any reasonably foreseeable issue. If you ever find a security issue, or simply have a security related concern, please reach out directly to us. The quickest and most effective way is by sending an email to [email protected].

1. International Transfers of Personal Information

By submitting your personal information via this website or otherwise, your information will be transferred to us in the United States. The United States may have data protection laws that are less protective than the laws of the jurisdiction in which you reside. If you do not want your personal information transferred to or processed or maintained in the United States, you should not use our Website or should not engage in Interactions with us.

If you are a citizen of or reside in the European Economic Area (“EEA”), the United Kingdom (“UK”), or Switzerland, we comply with applicable laws to provide an adequate level of data protection for the transfer of your personal information to third countries. For more information, see Section 11 (Special Notice for Individuals in the EEA, UK, and Switzerland).

1. Accessing or Updating Your Personal Information

We depend on you to update and correct personal information to the extent necessary for the purposes for which the information was collected or subsequently authorized by you. You may contact ReplyAssist as indicated below to request that we update or correct relevant personal information that is demonstrated to be inaccurate or incomplete, except where the burden or expense of providing access would be disproportionate to the risks to the privacy of the individual in the case in question or where the rights of persons other than the individual would be violated. We may seek to verify your identity when we receive your privacy rights request to ensure the security of your personal information.

1. Retention

We retain your personal information for as long as is necessary to fulfill the purposes for which it was collected, including for the purposes of satisfying any legal, regulatory, accounting, or reporting requirements, or to resolve disputes. Consistent with these requirements, we will look to delete your personal information within the time limits imposed by applicable law, if any, upon request 

1. Children

Our Website and Interactions are not directed to persons under 18, and we do not knowingly collect personal information from children under 18. If a parent or guardian becomes aware their child has provided us with personal information without their consent, they should contact us at [email protected]. If we become aware that a child under 18 has provided us with personal information, we will take steps to delete such information from our files.

1. Special Notice for Individuals in certain States within the US

This section supplements the other information included in this Privacy Policy and applies solely to individuals who reside in the United States and who qualify as a “consumer” as such term is defined by the state law applicable to such individual.

1. California Residents

This section applies only to California residents and the terms used have the same meaning as set out in the California Consumer Privacy Act of 2018 (“CCPA”) as amended by the California Privacy Rights Act 2020 (“CPRA”).

Personal Information Collected. Below is a summary of the personal information categories that we collect and, where relevant, categories of information we have collected in the last 12 months, the reason we collect your personal information, where we obtain the personal information we collect about you, and the categories of third parties with whom we share your personal information. For more information about the personal information we collect, please refer to Section 2 (Personal Information We Collect).

We collect the above information for the purposes described in Section 3 (Why We Collect Your Personal Information) as well as any other purposes separately notified to you.

Further, we share the personal information described above with the parties identified in Section 4 (Information Sharing).

California Residents Rights. California residents have the following rights (“Rights”) listed below. Certain rights are not absolute, such as your right to know and right to deletion and are subject to certain exceptions. For instance, we cannot disclose specific pieces of personal information if the disclosure would create a substantial, articulable, and unreasonable risk to the security of the personal information, your account with us, or the security of the business’s systems of networks.

• Right to Know. You have the right to know what personal information about you we have collected, used, disclosed, sold, and shared, if applicable, during the preceding 12 months. You have the right to request in writing from us a copy of the categories of personal information we have collected about you, the categories of sources from which we collected that information, why we collected information about you, and the business or commercial purpose for selling, sharing, or disclosing your personal information (if applicable), the categories of third parties with whom we disclosed, sold, or shared your personal information, and the categories of personal information that we  disclosed, sold, or shared about you for a business purpose. We are only required to respond twice per calendar year to your right-to-know requests.
• Right to Deletion. You have the right to request that we delete any personal information we have collected from you or maintain about you. We honor such requests unless an exception applies, such as when the information is necessary to complete the transaction or contract for which it was collected or when information is being used to detect, prevent, or investigate security incidents, comply with laws or legal obligation, identify and repair bugs, or ensure another consumer’s ability to exercise their free speech rights or other rights provided by law.
• Right to Opt-Out of the Sale of Your Personal Information. If a business sells your personal information, you have the right to opt-out. We will not sell any of your personal information unless we first notify you separately in writing. You may opt out of the sale of your personal information by utilizing the “do not sell or share my personal information” banner on our Website.
• Right to Information on Personal Data Sharing. You may have the right to request information from us regarding whether we share certain categories of your personal information with third parties for the third parties’ direct marketing purposes, including the categories of information we disclosed to third parties for the third parties’ direct marketing purposes during the preceding calendar year; the names and addresses of third parties that received such information, or if the nature of their business cannot be determined from the name, then examples of the products or services marketed. To the extent we participate in such sharing, you are entitled to receive a copy of this information in a standardized format and the information will not be specific to you individually.
• Right to Opt-Out of the Sharing of Your Personal Information. You have the right to opt out of a business sharing your personal information with third parties. We may engage in “sharing” under the CCPA, which is broadly defined as disclosing personal information for purposes of cross-context behavioral advertising, including instances where companies target advertising based on personal information obtained from a consumer’s activity across distinctly branded websites or services. We share information as outlined in our Cookie Policy and Section 5 (Information Sharing). You may opt out of the “sharing” of your personal information by utilizing the “do not sell or share my personal information” banner on our Website.
• Right to Correct Inaccurate Personal Information. You have the right to request that we correct inaccurate personal information. We will use commercially reasonable efforts to correct your information as directed by you or provide you with instructions on how you can correct your information.
• Right to Non-Discrimination. We will not discriminate against you for exercising your rights. Specifically, we will not deny you services, charge you different prices or rates for services, or provide you a different level or quality of services, because you elected to exercise your rights.
• Right to limit the use of Sensitive Personal Information. The CCPA allows you to limit certain uses and disclosures of your sensitive personal information to certain purposes specified by law (e.g., providing you with services you request or preventing fraud, or for other purposes that don’t involve deriving your attributes). Because of our limited use of your sensitive personal data, we are not required to offer you this opt-out right.

Exercising Your Rights. You may exercise your rights by contacting us as outlined in Section 13 (How to Contact Us). To verify your identity, we may ask you to verify personal information we already have on file for you. If we cannot verify your identity from this information, we may request additional information, which will only be used for the to verify your identity, and for security or fraud-prevention purposes. In some instances, we may seek for you to identify at least three pieces of your personal information maintained by the business and submit a signed declaration under penalty of perjury that you are a California consumer whose personal information is the subject of the request.

You may designate an authorized agent to make a request to exercise your rights outlined in this Privacy Policy. We will respond to your authorized agent’s request if they submit proof that they are registered with the California Secretary of State to be able to act on your behalf or submit evidence you have provided them with power of attorney pursuant to Probate Code section 4000 to 4465. We may deny requests from authorized agents who do not submit proof that they have been authorized by you to act on their behalf.

In certain situations, you may have the right to appeal the denial your request to exercise your rights. Please submit an appeal using the contact information in Section 13 (How to Contact Us). 

Do Not Track Disclosure. ReplyAssist does not have a mechanism in place for responding to browser “do not track” signals or other similar mechanisms used to limit collection of information for use in online behavioral advertising.

1. United States residents generally: 

In states where residents are allowed additional individual rights, we are committed to honoring those rights for such residents, including requests that may limit how we use and share your data, or requests to delete or correct inaccurate data, consistent with applicable law. Note that the applicable law may exempt certain personal information from such requests. To submit a request based on local law, please contact us as indicated in Section 14 (How to Contact Us). We will respond to your request as required by law. If any circumstances cause a material delay in our response, you will be promptly notified.

Under certain state laws, certain residents may out of the sale or sharing of their personal information, or the use of their personal information for targeted advertising or profiling purposes. We will not sell your personal information unless we first provide you with a separate notice prior to such sale. To exercise a legal right, you have to opt-out of or limit these activities, please contact using the methods outlined in Section 14 (How to Contact Us).

In certain situations, You may have the right to appeal the denial your request to exercise your rights. Please submit an appeal using the contact information in Section 14 (How to Contact Us). 

1. Special Notice for Individuals in the EEA, UK, and Switzerland

This section only applies to interactions with individuals who are citizens of, or at the time of data collection reside in the EEA, UK or Switzerland (collectively, the “Designated Countries”).

1. Role.ReplyAssist is a data controller with respect to any personal information collected from the Website and Interactions. Any third parties that handle your personal information in accordance with our instructions are our service providers and are “data processors.” You are a “user.” Users are individuals providing personal information to us via the Website and Interactions.
2. Marketing.We will only contact individuals located in the Designated Countries by electronic means (including email or SMS) based on our legitimate interests, as permitted by applicable law, or the individual’s consent. If you do not want us to use your personal information in this way, please go to the email settings for your account to opt out, click an unsubscribe link in your emails, or contact us at [email protected]. You can object to direct marketing at any time and free of charge.
3. Additional Privacy Rights.We provide you with the rights described below. We may limit these privacy rights requests (i) where denial of access is required or authorized by law, (ii) when granting access would have a negative impact on others’ privacy, (iii) to protect our rights and properties, or (iv) where the request is frivolous or burdensome. If you would like to exercise your rights under applicable law, please contact us at [email protected]. We may seek to verify your identity when we receive your privacy rights request to ensure the security of your personal information.

• Right to withdraw consent. For any consent-based processing of your personal information, you have the right to withdraw your consent. A withdrawal of consent will not affect the lawfulness of our processing or the processing of any third parties based on consent before your withdrawal.
• Right of access/right of portability. You may have the right to access the personal information that we hold about you, and in some limited circumstances, have the personal information provided to you so that you can provide that personal information to another controller.
• Right to rectification. You may request to correct any of your personal information in our files.
• Right to erasure. In certain circumstances, you may have a right to the erasure of your personal information that we hold about you.
• Right to restriction. You have the right to request that we restrict our processing of your personal information in certain circumstances.
• Right to object to processing. You have the right to object to our processing of your personal information at any time and as permitted by applicable law if we process your personal information on the legal basis of consent; contract; or legitimate interests. We may continue to process your personal information if it is necessary for the defense of legal claims, or for any other exceptions permitted by applicable law.
• Notification to third parties. When we fulfill your individual rights requests for correction, erasure or restriction of processing, we will notify third parties also handling the relevant personal information unless this proves impossible or involves disproportionate effort.
• Right to Lodge Complaint. We commit to resolve complaints about our collection or use of your personal information. EEA, UK, or Swiss individuals with inquiries or complaints regarding this privacy notice should first contact us at [email protected]. You also have the right to lodge a complaint with the supervisory authority of your habitual residence, place of work or place of alleged infringement, if you consider that the processing of your personal information infringes applicable law.

1. International Transfers.In allowing you to use Website and Interactions we may need to transfer your personal information outside the Designated Countries including to countries that do not provide the same level of protection for personal information.  In such case, we will only transfer personal information to recipients that provide an adequate level of data protection or as permitted by applicable data protection laws by implementing appropriate safeguards, including, but not limited to, relevant data transfer agreements based on the EU Standard Contractual Clauses or UK Standard Contractual Clauses, as applicable (“Clauses”). The Clauses shall apply to any transfers of personal information from the Designated Countries to countries which do not ensure an adequate level of data protection within the meaning of applicable laws of the foregoing territories.
2. Legal Bases for Processing Personal Information.Our legal bases for collecting and using the personal information described above will depend on the type of personal information collected, the specific context in which we collect it and the purposes for which it is used. Whenever we require your consent for the processing of your personal information such processing will be based on Article 6(1) lit. (a) GDPR or the equivalent legal bases in the applicable law. If the processing of your personal information is necessary for the performance of a contract between you and ReplyAssist or for taking any pre-contractual steps upon your request, such processing will be based on Article 6(1) lit. (b) GDPR. If this data is not processed, ReplyAssist will not be able to execute the contract with you. Where the processing is necessary for us to comply with a legal obligation, we will process your information on the basis of Article 6(1) lit. (c) GDPR, for example for complying with obligations under anti-money laundering laws. Where the processing is necessary for the purposes of ReplyAssist’s or another party’s legitimate interests, such processing will be made in accordance with Article 6(1) lit. (f) GDPR.

1. Updates

We may update this Privacy Policy from time to time. If we make material changes to the way we collect, use, share or process the personal information that you provide, we will notify you by posting a notice of the changes in a clear and conspicuous manner on the Website, via the most recent email address we have on file for you, or via another communication channel where permitted by law.

1. How to Contact Us

To exercise your rights, or if you have any questions about this Notice or our treatment of your personal information, please send us an email at [email protected] or by mail to ReplyAssist, Inc., 2045 W. Grand Ave, Suite B, PMB 414451, Chicago, IL 60612-1577