Last updated: 13th October 2021
Welcome to the Up service (“Service” or “Services”). Up’s services are a marketing service offered through the URL replyup.com (including any subdomains), and other sites through which we provide our Service (together referred to as the “Website”) that allow you to create, send and manage bulk email messages to individual recipients. Each such email message in respect of which you use the Service, including the image text and code comprised in it, is referred to in these Terms as “Content”. A “Contact” is an email address on the list you maintain as part of the Service.
These Up Service Terms (these “Terms”) explain the relationship between Up (“Up”, “we” or “us”) and you, when you access and use Up and its related domains (together, the “Website “) and/or (ii) download, install, use and in some cases purchase Up’s proprietary email software applications (including all related documentation, updates, and upgrades) and any other services offered by Up Service.
Up is owned and operated by us, Mitus Trading Ltd., a UK-based company. Our registered office is Building 18, Gateway 1000, Arlington Business Park, Whittle Way, Stevenage, Hertfordshire, SG1 2FP and our company number is 07828387. “You” are a user of the Service.
“Your Data” means any data and content stored or transmitted via the Services by or on behalf of you or your end-users (which may include data you elect to import from third party services you use). This includes messages you send, files you upload, comments on files, and anything else you enter or upload into Up.
In order to use our Up Services, you must link a 3rd party email account. Typically this is Amazon SES, however, may be other 3rd party email accounts such as Gmail, Outlook or Sendgrid.
Up’s service will obtain access to your email account in order for you to be able to send emails via our service. We may need to be able to store, copy and transmit your data in order to display it to you, index, and make it available to search, and so on. Your acceptance of these terms gives us permission to do so and grants us any such rights necessary to provide this service to you, only for the purpose or providing our service. This includes permission to such third-party service providers such as Amazon AWS in the management of the service.
You are solely responsible for your conduct, the content of Your Data and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have all rights and permissions needed to comply with these Terms and to avoid infringement or violation of any rights of others. You will be responsible for your users’ compliance with these Terms and will use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify us promptly of any such unauthorized access or use.
All emails uploaded to an Up account may be verified for their validity in order to provide high-quality deliverability standards, lower bounce rates, and maintain a high deliverability reputation for our customers.
We reserve the right to block email addresses that may be invalid in order to safeguard our service to customers.
You acknowledge that Up has no obligation to monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety, or legality of Your Data or any other information or content you may be able to access using the Services.
Your Up Account
You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with your account. You must immediately notify Up of any unauthorized uses of your account or any other breaches of security. You are not allowed to send spam messages via Up Services.
Up will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions. Up is passing all liability for any spam or other lawsuits that could occur as a result of your activity within Up Services to you.
You will use the Services only for your internal business purposes and in accordance with applicable laws, rules and regulations. You are responsible for all of your activities that occur within, through, or as a result of your use of the Services. You agree that you will not use the Services for unlawful purposes or to engage in any illegal, offensive, indecent or objectionable conduct, including violation of any third party privacy or other rights.
You hereby warrant, represent, and agree that:
1. The Service may not be used for the sending of the unsolicited commercial email (as such term is defined in the CAN-SPAM Act of 2003 and any rules adopted under such act – sometimes called “spam”).
2. You acknowledge that you are the sole or designated “sender” (as such term is defined in the CAN-SPAM Act of 2003 (the “Act”) and any rules adopted under the Act) of any email message sent by you using the Service.
3. The Service may only be used for lawful purposes.
4. You agree you will not access or otherwise use third-party mailing lists or otherwise prepare or distribute mass unsolicited commercial email (as such term is defined in the CAN-SPAM Act of 2003 and any rules adopted under such act), in connection with the Service. You will import, access, or otherwise use only lists for which all listed parties have consented to receive correspondence from you in connection with your use of the Service.
5. You acknowledge and agree that not all email messages sent through the use of the Service will be received by their intended recipients.
6. The “from” line of any email message sent by you using the Service will accurately and in a non-deceptive manner identify your organization, your product, or your service.
7. The “subject” line of any email message sent by you using the Service will not contain any deceptive or misleading content regarding the overall subject matter of the email message.
8. You will include in any email message sent by you using the Products your valid physical address if required by law, which may be a valid post office box meeting the registration requirements established by the United States Postal Service.
9. The Service may not be used for hosting content, including images and documents, that knowingly infringes on the intellectual property rights of others, including copyright, trademark, and patent infringement, or that includes any obscene or libelous material or other material that violates any applicable law or regulation.
You are solely responsible for all activities that occur in Your account(s) and for the security of Your passwords. Notwithstanding anything to the contrary herein, Up has no liability of any kind (whether by contract, tort or otherwise) for any unauthorized access to your or your users’ accounts as a result of your actions or inaction’s.
Sharing Your Data and Your Privacy
The exception to this can be the Up’s Customer Support and Customer Success teams. When you reach out to them via email or Live Chat from your account, your permission to access your account is automatically considered as given to those who are working on your case. Unless you explicitly state that you do not give that permission and acknowledge that support might be provided to you in a limited way.
Disclaimer of Warranties
Your use of the services and the service content is at your sole risk. the services and the service content each are provided on an “as is” and “as available” basis. We and our suppliers and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not guarantee the accuracy, completeness, or usefulness of the services or any service content, and you rely on the services and service content at your own risk. Any material that you access or obtain through our services is done at your own discretion and risk and you will be solely responsible for any damage to your computer or loss of data that results from the download of any material through our services. No advice or information, whether oral or written, obtained by you from us or through or from our services will create any warranty not expressly stated in this agreement. Some states may prohibit a disclaimer of warranties and you may have other rights that vary from state to state.
Information and content accessible through the Services may be protected by the intellectual property rights of others. Please do not copy, upload, download, or share any information or content unless you have the right to do so. You, not the Up, will be fully responsible and liable for what you copy, share, upload, download, or otherwise use while using the Services. You must not upload spyware or any other malicious software to the Service, or use the Service to spam others.
You, and not Up, are responsible for maintaining and protecting all of Your Data. Up will not be liable for any loss or corruption of Your Data, or for any costs, fees, or expenses associated with backing-up or restoring your Data.
If any information related to your account changes, you must notify us promptly and keep your information current. The Services are not intended for use by you if you are under 18 years of age. By agreeing to these Terms, you are representing to us that you are over 18.
You will not engage in activity that would cause Up to violate any of these laws and regulations, and you agree that you will indemnify Up for any fines, penalties, or other liabilities incurred by Up for your failure to comply with these provisions.
You shall pay all fees for the Up Services as specified in the billing section of the Up Services, or Order Form, if applicable. Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever. You are responsible for paying all taxes associated with your purchases. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
If you believe that material located on or linked to by Up violates your copyright, you are encouraged to notify Up.
Up offers enhanced Services for a fee (“Paid Up Service”). The Paid Up Service provides you with additional features for a monthly fee at the then-current rates as described at www.replyup.com/pricing (“Fee Structure”). Up reserves the right to change the Fee Structure upon thirty (30) days advanced notice to paying customers.
Up does not store, process or transmit any of your credit card data but relies entirely on Stripe, Inc. to handle these functions. Payments due for the Paid Up Services are subject to the terms of the online order process at https://stripe.com/terms/US.
If you do not agree to Stripe’s terms, then please do not sign up for the Paid Up Service.
Your Paid Up Service will not be activated until your first payment is received. Payments are due in accordance with the Fee Structure every thirty (30) days in advance or every one (1) year in advance, depending on the plan purchased.
Both monthly and annual fees are automatically charged to the credit card that you provided when you registered for the Paid Up Service. To cancel the Paid Up Service, please request to email@example.com. We begin to process cancellation requests immediately, but your credit card provider may require several days to process your cancellation request. We are not responsible for delays caused by your credit card company.
If payment in full of any amount owed to Up under these Terms is not received by Up within thirty (30) days after such payment has become due, such amounts will thereafter bear interest at the rate 0.05% per day or the maximum rate permitted by applicable law, whichever is less. If any payment due Up is collected at law or through an attorney at law or under advice therefrom or through a collection agency, you agree to pay all costs of collection, including, without limitation, all court costs and reasonable attorneys’ fees.
We do not offer any refunds for Paid Up Services under any circumstances. You will have access to these services for either the remaining monthly or annual plan that you have selected.
After a period of inactivity, whereby a user fails to log in to an account for a period of six months, Up reserves the right to disable or terminate the account. If an account has been deactivated for inactivity, the username associated with that account may be given to another user without notice to you or such other party.
You agree to indemnify and hold us and our Team harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) your Content, Campaigns, or Sites, (ii) your use of the Service, (iii) your violation of any laws or regulations, (iv) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms, (v) any misrepresentations made by you, or (vi) a breach of any representations or warranties you’ve made to us.
Limitation of Liability
To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service, including any downloads from the Up Site; (ii) we and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages; and (iii) in any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month.
For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.
This Agreement constitutes the entire agreement between Up and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Up, or by the posting by Up of a revised version.
Choice of law
Up Anti-Spam Requirements
Up takes spam seriously, for our own reputation as well as your own. We want to ensure that emails reach their intended recipients as often as possible. Here are some guidelines for ensuring compliance with anti-spam. Please note that there may be additional requirements from country-to-country.
(i) You must agree to our Terms of Service
(ii) We recommend including an opt-out link into your emails and outreach campaigns for audiences you haven’t contacted previously.
(iii) You must include your contact information, i.e. physical mailing address or PO box and provide clear identification of who you are.
(iv) Provide accurate contact information and subject line.
(v) It is strongly recommended that you and your emails comply with the US CAN-SPAM Act.
(vi) In addition to CAN-SPAM rules, you must comply with the anti-spam laws of the countries your recipients live in. For example, if you are sending o EU residents, you need to comply with their respective laws.
If you have any questions about these Terms, please contact us at firstname.lastname@example.org.