Terms of Service

The following terms and conditions (these "Terms of Service") govern your use of the smartreply.io website and the SmartReply application accessible at app.smartreply.io (collectively, the "Website"), along with all content, services, features, activities, and products available through the Website (collectively referred to as the "Services"). The Services are owned and operated by Incharge Marketing LLC ("SmartReply," "we," "us," or "our"). The terms "you" or "your" refer to you as an individual user and include your subsidiaries, affiliates, and employees where applicable.

Please read these Terms of Service carefully before using the Services.

1. Account Registration and Access

Eligibility

You may not use the Services if you are prohibited from receiving them under the laws of the United States or other countries, including the country in which you reside or from which you access the Services.

Account Information

To create an account and access the Services, you (or any authorized representative acting on your behalf) must complete our registration process by providing accurate and complete information, including your name, email address, telephone number, company name, username, and password. You agree to maintain the accuracy of this information and promptly update it as necessary.

Account Security

You are responsible for safeguarding your username and password and maintaining the security of your account. You are solely responsible for all activities that occur under or through your account, including activities initiated by third parties, whether or not authorized by you. If you permit a third party to access the Services on your behalf, you must ensure that such third party is bound by and complies with the terms of this Agreement.

You agree to immediately notify SmartReply of any unauthorized use of your account or any other security breach relating to your account or your use of the Services.

Account Access by SmartReply

SmartReply may access your account or information associated with your account to provide support or maintenance, for security-related reasons, or for any other legitimate business purpose. You acknowledge and consent to such access.

2. Subscription Plans, Fees, and Termination

Subscription Plans

SmartReply offers subscription-based services with various plan tiers ("Plans"). Each Plan includes specific features, usage limits, and pricing based on factors such as the number of connected social media accounts, message volume, and access to AI-powered features. You will select your Plan during the registration process or through your account settings.

Billing and Payment

Subscription fees are billed in advance for each billing cycle, which may be monthly or annually depending on your selected Plan. All fees are non-refundable and irrevocable except as expressly set forth in our Refund Policy available at smartreply.io/cancellation-refund-policy.

You agree to provide SmartReply with complete and accurate billing and contact information. When you provide credit card information, you authorize SmartReply to charge such credit card (a) at the time you order the Services, (b) according to your selected billing frequency, and (c) at the time of any renewal for the applicable subscription fees plus any applicable sales taxes.

Taxes

You are responsible for all personal property, sales, use, value-added, withholding, and similar taxes (other than taxes on SmartReply's net income) arising from the transactions described in these Terms, even if such amounts are not separately listed. If you are exempt from sales or other taxes, you agree to provide SmartReply with the appropriate exemption certificate upon request.

Plan Upgrades

If you exceed your Plan's usage limits (such as message volume or account limits) during any billing period, SmartReply reserves the right to automatically upgrade you to the next appropriate Plan tier for the remainder of your subscription period or to temporarily suspend access until you upgrade your Plan.

Automatic Renewal

At the end of your current subscription period, your Plan will automatically renew for a subscription period equal to your prior subscription period unless you provide SmartReply with email notice (sent to [email protected]) of your intent not to renew at least five (5) days prior to the end of the then-current subscription period.

Termination by SmartReply

SmartReply may terminate or suspend your access to the Services if:

• The billing or contact information you provided is false or fraudulent
• Any payment is due but unpaid and you have failed to promptly cure such payment failure after being notified
• A dispute arises regarding who at your organization has authority to manage your account and SmartReply is not promptly provided with written instructions that fully resolve the dispute

You agree that SmartReply shall not be liable to you or any third party for any suspension or termination of the Services resulting from non-payment of fees or disputes regarding account management.

3. Licenses and Restrictions

3.1 License to SmartReply Software

Subject to the terms and conditions of this Agreement, SmartReply grants you a limited, revocable, non-exclusive, non-transferable, and non-assignable license to:

• Access and use the SmartReply software and services through our application interface
• Integrate SmartReply with your authorized social media accounts, e-commerce platforms, and communication channels
• Install any SmartReply-provided code, tracking pixels, or integration components on your websites or platforms
• Access, view, and download analytics, reports, and data generated by the Services

You agree not to:

• Reproduce, modify, reverse engineer, or create derivative works of the SmartReply software
• Transfer, lease, sublicense, resell, or distribute the Services to third parties (except for authorized representatives using the Services on your behalf)
• Use the Services for time-sharing or service bureau purposes
• Attempt to access or use features or functionality not included in your subscription Plan
• Use the Services in any manner that violates applicable laws or regulations

3.2 License to Customer Data

As between you (the "Data Controller") and SmartReply (the "Data Processor"), you retain ownership of all information, data, and content that SmartReply collects, processes, or accesses through your use of the Services, including:

• Social media comments, messages, and engagement data from your connected accounts
• Customer information and contact details
• E-commerce transaction data from integrated platforms like Shopify
• Communication history and conversation logs
• Any other data you provide to or generate through the Services (collectively, "Customer Data")

You hereby grant SmartReply a royalty-free, non-exclusive, worldwide license to access, process, and use Customer Data for the following purposes:

• Providing you with AI-powered automation, analytics, reporting, and other features of the Services
• Training and improving AI models specifically for your account and organization
• Analyzing and enhancing the Services' functionality and performance
• Compiling aggregated and anonymized statistics, metrics, and trend data for SmartReply's marketing, product development, and promotional purposes (presented only in aggregate form without identifying you or your customers)

You represent and warrant that you have all necessary rights, licenses, and consents required to license Customer Data to SmartReply on these terms, and that this license does not infringe the rights of any third party or violate any applicable law or regulation.

3.3 License to User-Generated Content

By posting, uploading, or submitting any content, materials, feedback, suggestions, or other information to SmartReply (including through support channels, forums, or feedback forms), you grant SmartReply an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, reproduce, adapt, distribute, perform, publicly display, and create derivative works from such content.

You represent and warrant that you own all rights to such content and that this license does not infringe the rights of any third party or violate any applicable law or regulation.

4. Privacy and Data Protection

By agreeing to these Terms of Service, you also agree to our Privacy Policy located at smartreply.io/privacy.

5. Third-Party Services and Integrations

The Services may integrate with or contain links to third-party platforms, websites, services, or content, including but not limited to social media platforms (Facebook, Instagram, TikTok), e-commerce platforms (Shopify), advertising platforms (Google, Meta), and other third-party services ("Third-Party Services").

SmartReply does not control, endorse, or assume responsibility for any Third-Party Services. You acknowledge and agree that:

• SmartReply is not responsible for the availability, accuracy, content, or functionality of any Third-Party Services
• Your use of Third-Party Services is governed by such third parties' terms of service and privacy policies
• You access and use Third-Party Services at your own risk
• SmartReply does not endorse any advertising, products, or services found through Third-Party Services
• You should review the applicable policies of any Third-Party Service before use

SmartReply bears no responsibility for any actions, content, or consequences associated with any Third-Party Service. Any concerns regarding a Third-Party Service should be directed to that third party.

6. Service Availability and Downtime

While SmartReply strives to provide reliable and uninterrupted service, we do not guarantee that the Services will be available at all times without interruption or error.

SmartReply shall have no liability for any service downtime, including but not limited to downtime:

• Caused by failures of or scheduled maintenance to SmartReply's equipment, servers, or infrastructure
• Caused by outages to public internet backbones, networks, or servers
• Caused by failures of your equipment, systems, or local access services
• Caused by Third-Party Service outages or failures (including social media platforms, e-commerce platforms, or API providers)
• Related to events beyond SmartReply's reasonable control, such as natural disasters, strikes, riots, fires, floods, war, governmental actions, labor conditions, earthquakes, or interruptions in internet services

SmartReply will make commercially reasonable efforts to notify you of scheduled maintenance and to minimize service disruptions.

7. Disclaimers, Limitation of Liability, and Indemnification

7.1 General Disclaimers

The information, reports, analytics, and services included in or available through the Services may include inaccuracies or errors. SmartReply does not guarantee complete accuracy in all aspects of the Services at all times. SmartReply may make improvements, changes, or updates to the Services at any time without obligation to notify you.

7.2 Disclaimer of Warranties

7.3 Limitations on Liability

7.4 Indemnification

You agree to indemnify, defend, and hold harmless SmartReply and its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, actions, demands, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Your use or misuse of the Services
• Your violation of these Terms of Service
• Your violation of any applicable laws or regulations
• Your violation of any third-party rights, including intellectual property rights or privacy rights
• Any Customer Data you provide or process through the Services

8. Acceptable Use and Prohibited Conduct

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in any manner that violates any applicable federal, state, local, or international law or regulation
• Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Services
• Transmit or facilitate the transmission of spam, unsolicited messages, or communications that violate anti-spam laws
• Use the Services to send false, misleading, or deceptive messages or content
• Impersonate SmartReply, our employees, or any other person or entity
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Attempt to gain unauthorized access to any portion of the Services, other accounts, or computer systems or networks
• Use any robot, spider, scraper, or other automated means to access the Services
• Introduce any viruses, trojan horses, worms, logic bombs, or other harmful or malicious material

9. Intellectual Property Rights

The Services and all content, features, functionality, software, code, designs, graphics, interfaces, and other materials included therein (excluding Customer Data) are owned by SmartReply or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

The SmartReply name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Incharge Marketing LLC. You may not use such marks without our prior written permission.

10. Modifications to Terms and Services

SmartReply reserves the right to modify these Terms of Service at any time. We will notify you of material changes through the Services, via email, or through an in-app notification. Your continued use of the Services after such notification constitutes your acceptance of the modified Terms.

SmartReply may also modify, suspend, or discontinue any aspect of the Services at any time, including the availability of any feature, database, or content. SmartReply may also impose limits on certain features or restrict your access to parts or all of the Services without notice or liability.

11. Governing Law and Dispute Resolution

Governing Law

These Terms of Service and any disputes arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Illinois, United States, without regard to its conflict of law principles.

Jurisdiction and Venue

You agree that any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the federal or state courts located in Chicago, Illinois. You consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

Dispute Resolution

Before filing any legal action, you agree to first contact SmartReply at [email protected] to attempt to resolve any dispute informally. Most disputes can be resolved through good-faith communication.

12. Miscellaneous Provisions

Entire Agreement

These Terms of Service, together with our Privacy Policy and any other agreements or policies incorporated by reference, constitute the entire agreement between you and SmartReply regarding the Services and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. SmartReply's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, without SmartReply's prior written consent. SmartReply may assign these Terms or any rights hereunder without your consent. Any attempted assignment in violation of this provision is void.

Survival

Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

13. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us: