Terms of Service

Preamble

ReplyAll is an exciting new blogging platform that allows users to have exclusive conversations in a public forum and to view selected other individuals’ conversations by accessing its host site (“Site”).

The following Terms of Service (“Terms”), along with the Privacy Policy attached herein, constitute the entire agreement between you and ReplyAll, with respect to use of the Site. These Terms supersede any prior agreements, oral or written, between you and ReplyAll. A provision of these Terms may be waived only by written instrument executed by the party entitled to the benefit of such provisions. The failure of ReplyAll to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

These Terms shall govern your use of the ReplyAll services as a registered user, including our various websites, APIs, email notifications, applications, buttons, and widgets, (the "Services" or "ReplyAll"), and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as "Content"). Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms.

By using any part of the Site or Service as a registered user, you agree to be bound by these Terms. ReplyAll will notify you in the event of any change to the Terms. If you do not agree to all of the Terms, then you may not use our Services. In addition, ReplyAll may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.

Basic Terms of Use

By registering, you consent to entering into a binding contract with ReplyAll and agree to be bound by all of the Terms stated herein. In consideration for your use of the Services, you agree to be responsible for all aspects of your use, including for any Content you post to the Services, and for any consequences thereof, as well as to follow all rules and obligations stated in the Terms.

All of the Content on the Site is accessible whether or not you register for an account and you are not bound by these Terms simply by accessing the Site. But, in order to use our Site or Service to start conversations, follow Casts or reply to any of the individual conversations, you must first register for an account. By registering as a user, you agree to provide accurate, current and complete information about yourself as prompted (such information being the “Registration Data”) and to maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any information that is inaccurate, not current or incomplete, or ReplyAll has reasonable grounds to suspect that such information is inaccurate, not current or incomplete, ReplyAll may deny you access to areas requiring registration, at its sole discretion.

If you are a member of a Cast on ReplyAll with the ability to participate in conversations ("Cast Member"), the Content you submit, post, or display will be able to be viewed by other users of the Services and through third party services and websites. If you are not a Cast Member, the Content that you post will be viewable initially just to the Cast Members, but the Cast Members may then choose to add your Content, at their sole discretion, to the conversation, at which point the Content that you have previously submitted, posted, or displayed will be able to be viewed by other users of the Services and through third party services and websites. In other words, once you post anything to ReplyAll, your posting could ultimately become viewed throughout the world, with no further conduct on your part. Thus, you should make sure to only provide Content that you are comfortable sharing with others under these Terms.

You may use the Services only if you can form a binding contract with ReplyAll and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so, and that both you and your company, organization, government, or other legal entity shall be jointly and severally liable for any violation of the Terms or any other misconduct during use of Service. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

Privacy

Any information that you provide to ReplyAll is subject to our Privacy Policy, a link to which is available here, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by ReplyAll. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your ReplyAll account, which you may not be able to opt-out from receiving.

Passwords

You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. ReplyAll cannot and will not be liable for any loss or damage arising from your failure to comply with the above. IF THERE IS UNAUTHORIZED USE OF YOUR ACCOUNT, YOU WILL BE LIABLE FOR THE LOSSES INCURRED BY YOURSELF, REPLYALL AND OTHERS DUE TO ANY UNAUTHORIZED USE.

Content on the Services

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. ReplyAll may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.

ReplyAll does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services, nor does ReplyAll take any responsibility for the decisions about who to include and exclude in particular Casts. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will ReplyAll be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

In addition, this Site provides, or third parties may provide, links to other World Wide Web sites or resources, including, but not limited to, third party advertisers. Recognizing that ReplyAll has no control over such sites and resources, you acknowledge and agree that ReplyAll is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that ReplyAll shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such Site or resource. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS AND SERVICES OF THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES IS SOLELY AT YOUR OWN RISK.

Your Rights and Obligations

You agree to submit, post or display on ReplyAll exclusively Content to which you have ownership rights, and which does not violate any existing copyright. By submitting, posting or displaying Content on or through the Services, you grant us a perpetual, worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed). You retain your rights to any Content you submit, post or display on or through the Services.

You agree that this license includes the right for ReplyAll to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other companies, organizations or individuals who partner with ReplyAll for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use. This means, among other things, that ReplyAll may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.

You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and our third party partners. You understand that your Content may be syndicated, broadcast, distributed, or published by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. ReplyAll will not be responsible or liable for any use of your Content by ReplyAll in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.

Your License To Use the Services

ReplyAll gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by ReplyAll as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by ReplyAll, in the manner permitted by these Terms. ReplyAll reserves the right to terminate this license at any time, for any reason.

User Code of Conduct

As a condition of use, you agree not to use the Site or Service for any purpose that is unlawful or prohibited by these Terms of Service, or any other purpose not reasonably intended by ReplyAll. In addition, you agree not to abuse, harass, impersonate, intimidate or threaten other ReplyAll users; not to post or transmit, or cause to be posted or transmitted, any materials that are infringing, libelous, defamatory, abusive, offensive, obscene, pornographic, vulgar, or otherwise in violation of any law or right of any third party; not to use the Site for any unauthorized purpose, or in violation of any applicable law, including intellectual property laws; not to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any ReplyAll user; not to create or submit unwanted email ("Spam") to any other ReplyAll users; and not to infringe upon the intellectual property rights of ReplyAll, its users, or any third party.

Further, you agree not to submit comments discussing or linking to affiliate programs, multi-level marketing schemes, personal business ventures, or off-topic content; not to post, email, transmit, upload, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed or functioning to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; and not to use any robot, spider, scraper or other automated means to access the site for any purpose (except for RSS feed access) without our express written permission.

Finally, you agree that you will not: (1) take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (2) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (3) bypass any measures ReplyAll may use to prevent or restrict access to the Site.

Violation of our rules may result in the removal of your content from the Site and/or the cancellation of your account. You acknowledge and agree that ReplyAll may remove any User Content and terminate any ReplyAll account at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content). IN ADDITION, ANY ATTEMPT BY A USER TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF OUR CONTESTS IS A VIOLATION OF CRIMINAL AND CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT OCCUR, REPLYALL RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH USER TO THE FULLEST EXTENT AVAILABLE BY LAW.

To report Terms of Service abuse, please contact us at terms@replyall.me

ReplyAll Rights

All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of ReplyAll and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the ReplyAll name or any of the ReplyAll trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding ReplyAll, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

All title, ownership and intellectual property rights in and to the Site are owned by ReplyAll or its licensors. You acknowledge and agree that the Site contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by ReplyAll, you agree not to modify, rent, lease, loan, sell, publicly display, distribute or create derivative works based on the Site, in whole or in part.

Restrictions on Content and Use of the Services

Please review the ReplyAll Rules (which are part of these Terms) to better understand what is prohibited on the Service. We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services, to suspend or terminate users, and to reclaim usernames without liability to you. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of ReplyAll, its users and the public.

Copyright Policy

ReplyAll, in appropriate circumstances and at its discretion, may disable and/or terminate the accounts of users who infringe the intellectual property of others. If you are a copyright owner, or an agent of a copyright owner, and believe that any content infringes upon your copyrights, you may submit notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our designated Copyright Agent, with the following information in writing (see 17 USC 512(c)(3)): (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; (iv) information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

ReplyAll’s designated Copyright Agent to receive notifications of claimed infringement is: copyright@replyall.me

Only DMCA notices should be sent to the Copyright Agent. Any other communications should be directed to the appropriate channels as indicated by clicking on the "Contact" link.

Ending These Terms

The Terms will continue to apply until terminated by either you or ReplyAll as follows.
You may end your legal agreement with ReplyAll at any time for any reason by deactivating your accounts and discontinuing your use of the Services. You do not need to specifically inform ReplyAll when you stop using the Services.

We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account.

In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that certain other sections shall continue to apply:

Disclaimers and Limitations of Liability

Please read this section carefully since it limits the liability of ReplyAll and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the "ReplyAll Entities"). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.

A. The Services are Available "AS-IS"

Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE REPLYALL ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

The ReplyAll Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the ReplyAll Entities or through the Services, will create any warranty not expressly made herein.

B. Links

The Services may contain links to third-party websites or resources. You acknowledge and agree that the ReplyAll Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the ReplyAll Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

C. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE REPLYALL ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE REPLYALL ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID REPLYALL, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE REPLYALL ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

General Terms

A. Waiver and Severability

The failure of ReplyAll to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

B. Arbitration

Any controversy or claim arising out of, in connection with, or in any way relating to the Terms of Service, with the exception of those controversies or claims specifically excluded in the following paragraph, shall be settled by the American Arbitration Association (“AAA”) in connection with its rules.

You and ReplyAll agree that the following disputes are not subject to this binding arbitration provision: (1) any disputes seeking to enforce or protect, or concerning the validity of either any of your intellectual property rights or ReplyAll’s intellectual property rights; and (2) any claim for injunctive relief.

C. Controlling Law and Jurisdiction

All claims, legal proceedings or litigation arising in connection with the Services shall be brought solely in the federal or state courts located in New York, New York, United States and shall be judged exclusively by the law of the State of New York. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. THIS CHOICE OF LAW CLAUSE SHALL APPLY WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES AND IRRESPECTIVE OF THE UNDERLYING CAUSE OF ACTION.

If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).

D. Assignment

The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by ReplyAll without restriction. Any assignment attempted to be made in violation of these Terms of Service shall be deemed void.

E. No Agency

You agree that no joint venture, partnership, employment, or agency relationship of any kind exists between you and ReplyAll. YOU FURTHER ACKNOWLEDGE THAT BY SUBMITTING USER CONTENT TO REPLYALL, NO CONFIDENTIAL, FIDUCIARY, CONTRACTUALLY IMPLIED OR OTHER RELATIONSHIP IS CREATED BETWEEN YOU AND REPLYALL.

F. Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

G. Entire Agreement

These Terms and our Privacy Policy are the entire and exclusive agreement between ReplyAll and you regarding the Services (excluding any services for which you have a separate agreement with ReplyAll that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between ReplyAll and you regarding the Services. Other than members of the group of companies of which Reply All Corporation is the parent, no other person or company will be third party beneficiaries to the Terms.

These Services are operated and provided by Reply All Corporation. If you have any questions about these Terms, please contact us.