ReplySmart

Terms and Conditions of Service

ReplySmart LLC — replysmart.ai

Effective as of January 1, 2026

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY CONTAIN A BINDING ARBITRATION PROVISION, A CLASS ACTION WAIVER, A JURY TRIAL WAIVER, AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY, GOVERN HOW DISPUTES ARE RESOLVED, AND AFFECT YOUR LEGAL RIGHTS. BY CREATING AN ACCOUNT, CLICKING "I AGREE," MAKING ANY PAYMENT, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN FULL. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.

These Terms and Conditions of Service (the "Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you", "your", or "Customer"), and ReplySmart LLC, a Florida limited liability company ("ReplySmart", "Company", "we", "us", or "our"), concerning your access to and use of the ReplySmart platform, website, software, applications, tools, and related services (collectively, the "Service").

1. Acceptance of Terms and Binding Agreement

By registering for an account, accessing, or using the Service in any manner, and by clicking to accept or agree to these Terms where that option is made available, you agree to be bound by these Terms and all policies, guidelines, and documents incorporated herein by reference, including our Privacy Policy and Acceptable Use Policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "you" and "Customer" refer to that entity.

These Terms apply to all users of the Service, including without limitation users who are browsers, customers, subscribers, and contributors of content. Your continued use of the Service constitutes ongoing acceptance of these Terms as they may be amended from time to time.

2. Eligibility

You must be at least eighteen (18) years of age and capable of forming a legally binding contract to access and use the Service. By using the Service, you represent and warrant that you meet these requirements and that all registration and account information you submit is truthful, accurate, current, and complete, and that you will maintain its accuracy. We may refuse service, terminate accounts, or cancel access at our sole discretion.

3. Description of the Service

ReplySmart provides a self-service, software-as-a-service communications platform that enables Customers to, among other things, compile and manage contact lists, perform data look-up and skip-tracing functions through third-party data sources, and create, schedule, and transmit outbound short message service ("SMS") and related text-message communications, together with associated customer-relationship-management ("CRM") features.

The Service is a self-service tool. ReplySmart provides the technology; you determine who you contact, what you send, and how you use the Service. ReplySmart does not draft, review, approve, or endorse the content of your messages, your contact lists, or the manner in which you obtain consent from message recipients. You acknowledge that you understand the nature and function of the Service and that you are acquiring access to a self-directed software platform.

4. Account Registration and Security

To use certain features of the Service, you must register for an account and provide certain information. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account, whether or not authorized by you. You agree to notify us immediately of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to safeguard your credentials.

5. Fees, Billing, Subscriptions, and Usage Charges

The Service is offered on a paid basis and may include: (a) recurring subscription fees billed on a monthly or other periodic basis; (b) usage-based or credit-based charges, including charges per message sent, per skip-trace or data look-up performed, or per other unit of usage; or (c) a combination of both. All applicable fees are described at the point of purchase or within the Service.

Authorization to Charge. By providing a payment method and completing a purchase, you authorize ReplySmart and its third-party payment processors to charge that payment method for all applicable subscription fees, usage charges, credit purchases, taxes, and any other amounts owed, on a recurring basis where applicable, without requiring further authorization from you until you cancel in accordance with these Terms.

Auto-Renewal. Unless otherwise stated, subscriptions automatically renew at the end of each billing period at the then-current rate, and your payment method will be charged automatically, until you cancel. You may cancel future renewals at any time through your account settings or by contacting support; cancellation stops future renewals but does not entitle you to any refund of amounts already charged.

Credits and Usage. Any credits, message allotments, or prepaid usage are non-refundable, are consumed as used, may expire, and have no cash value. You are responsible for all usage charges incurred under your account, including usage that exceeds your plan or allotment.

Taxes and Third-Party Costs. Fees are exclusive of applicable taxes, carrier fees, messaging surcharges, registration fees (including 10DLC/A2P registration and campaign fees), and third-party data costs, all of which are your responsibility. Prices are subject to change upon notice, with changes effective as of your next billing period.

6. All Sales Final; No Refunds

ALL SALES ARE FINAL. ALL FEES, SUBSCRIPTION CHARGES, USAGE CHARGES, AND CREDIT PURCHASES ARE NON-REFUNDABLE AND NON-CANCELABLE ONCE INCURRED, EXCEPT WHERE A NON-WAIVABLE RIGHT TO A REFUND IS REQUIRED BY APPLICABLE LAW.

You acknowledge and agree that at the moment you complete a purchase, subscribe, or make any payment, that transaction is final. We do not provide refunds, credits, or prorated repayments for partial subscription periods, unused credits or message allotments, downgrades, dissatisfaction with the Service, change of mind, non-use, or termination or suspension of your account for violation of these Terms. You expressly waive, to the fullest extent permitted by law, any right to a refund not expressly granted in these Terms.

You further acknowledge that you have selected the Service voluntarily, that you understand you are purchasing access to a self-service SMS and data platform, and that your decision to purchase is not conditioned on any representation not expressly set forth in these Terms.

7. Chargebacks, Payment Disputes, and Collections

Because all sales are final, you agree that you will not initiate a chargeback, payment dispute, reversal, or similar claim with your bank, card issuer, or payment provider in connection with any charge validly incurred under these Terms. Any such action is a material breach of these Terms.

In the event you initiate a chargeback or payment dispute in breach of these Terms, you agree that: (a) we may immediately suspend or terminate your account and access to the Service; (b) you remain fully liable for the disputed amount together with any related fees, penalties, and costs; and (c) we reserve the full right, at our sole discretion, to refer any and all amounts owed, including disputed and past-due amounts, to a third-party debt collection agency, collections attorney, or other lawful collection process.

You agree to pay all costs of collection, including without limitation collection agency fees, reasonable attorneys' fees, court costs, and interest at the maximum rate permitted by law, incurred by ReplySmart in recovering amounts you owe. You acknowledge that a completed purchase and payment, together with your acceptance of these Terms, constitutes your binding agreement to all charges incurred, and you waive any defense to collection based on dissatisfaction with the Service.

8. Customer Compliance Responsibilities — Messaging, Consent, and Law

YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICE, INCLUDING EVERY MESSAGE YOU SEND AND EVERY CONTACT YOU IMPORT OR CONTACT, COMPLIES WITH ALL APPLICABLE LAWS, REGULATIONS, CARRIER REQUIREMENTS, AND INDUSTRY STANDARDS.

Without limiting the foregoing, you represent, warrant, and covenant that you are and will remain solely responsible for compliance with all of the following, as applicable:

  • The Telephone Consumer Protection Act ("TCPA") and its implementing regulations, including all requirements governing consent, automated dialing and texting, and calling/texting time restrictions;
  • The CAN-SPAM Act, the Telemarketing Sales Rule, and all applicable federal, state, and local telemarketing, do-not-call, and consumer-protection laws;
  • All requirements of The Campaign Registry ("TCR"), 10DLC registration, A2P (application-to-person) messaging requirements, brand and campaign registration, and all associated carrier and aggregator rules and vetting obligations;
  • All wireless carrier requirements, CTIA messaging principles and best practices, and messaging-provider acceptable-use and code-of-conduct requirements;
  • Obtaining, maintaining, and documenting all legally required prior express consent (including prior express written consent where required) from each recipient before sending any message, and honoring all opt-out, "STOP," and revocation-of-consent requests promptly;
  • Including all legally required identification, disclosures, and opt-out instructions in your messages;
  • All applicable data-privacy, data-protection, and consumer-privacy laws governing your collection, use, storage, and transmission of contact and personal information, including information obtained through skip-tracing or data look-up features;
  • All laws governing your particular industry and the content of your communications.

You acknowledge that ReplySmart is a technology provider and is not responsible for obtaining consent on your behalf, for the legality of your contact lists, for the content of your messages, or for your compliance with any of the foregoing. You alone bear all responsibility and liability for your messaging activity.

No Legal or Compliance Advice; No Reliance. You expressly acknowledge and agree that ReplySmart does not provide, and has not provided, any legal, regulatory, or compliance advice of any kind, and that nothing in the Service, on replysmart.ai, in any marketing material, tutorial, template, script, sample message, onboarding communication, or statement by any ReplySmart representative constitutes advice that any particular use of the Service is lawful or compliant. The availability of any feature — including features that pull, compile, or import contact lists, perform skip-tracing or data look-up, or send messages to multiple recipients — is not a representation, assurance, or guarantee that your particular use of that feature is lawful, that you have adequate consent, or that your activity complies with the TCPA, carrier rules, 10DLC/A2P requirements, or any other law or standard. You represent that you are not relying, and will not rely, on ReplySmart or any statement by ReplySmart to determine whether your messaging, list-building, or contact practices are legal. You are solely responsible for independently determining the legality of your own conduct and, where appropriate, for obtaining your own legal counsel.

Customer Representations Regarding Consent. You represent, warrant, and covenant, on an ongoing basis and with respect to every message you send and every contact you import or contact through the Service, that: (a) you have obtained all legally required consent (including prior express written consent where required) from each recipient prior to contacting them; (b) you have a lawful basis to contact each recipient and to use their information; (c) you have not been advised by ReplySmart that consent is unnecessary, and you understand that consent is your responsibility; (d) you will maintain records sufficient to demonstrate such consent; and (e) you will promptly honor all opt-out and revocation requests. A breach of any of these representations is a material breach of these Terms for which you are solely responsible.

Carrier, Aggregator, and Regulatory Penalties Pass Through to You. You are solely responsible for, and agree to bear and reimburse ReplySmart for, any and all fines, penalties, fees, surcharges, throttling, number or campaign suspensions, blocklisting, chargebacks from carriers or aggregators, and any other consequences imposed by any wireless carrier, messaging aggregator, The Campaign Registry, regulatory authority, or third party that arise out of or relate to your messaging activity, your content, your lists, your lack of consent, or your violation of any law, carrier rule, or industry standard. If any such fine, penalty, or cost is assessed against or charged to ReplySmart as a result of your activity, you agree to reimburse ReplySmart in full upon demand, and ReplySmart may charge your payment method for such amounts and/or refer them to collections in accordance with these Terms.

9. Acceptable Use; Prohibited Conduct

You agree not to use the Service to: send messages to any person who has not provided legally sufficient consent; send unlawful, harassing, deceptive, fraudulent, threatening, or abusive content; transmit content prohibited by carriers (including, where restricted, content relating to certain regulated categories); violate any law or third-party right; upload unlawfully obtained data; interfere with or disrupt the Service; attempt to gain unauthorized access to the Service or its systems; resell or provide access to the Service without authorization; or use the Service in any manner that could expose ReplySmart to liability or cause ReplySmart to violate carrier or aggregator rules. We may investigate and take any lawful action in response to violations, including immediate suspension or termination without refund.

10. Third-Party Services, Data, and Deliverability

The Service relies on and integrates with third parties, including wireless carriers, messaging aggregators, payment processors, and data providers. You acknowledge that ReplySmart does not control these third parties and is not responsible for their acts, omissions, availability, pricing, data accuracy, or performance. Data obtained through skip-tracing or look-up features is derived from third-party sources, may be incomplete or inaccurate, and is provided without warranty; you are responsible for verifying such data and for using it lawfully. ReplySmart does not guarantee that any message will be delivered, delivered on time, or not blocked or filtered by any carrier or recipient.

11. Service Availability; No Guarantee

We strive to keep the Service available but do not guarantee uninterrupted, error-free, or secure operation. The Service may be unavailable due to maintenance, updates, third-party failures, or events beyond our control. We may modify, suspend, or discontinue any part of the Service at any time without liability.

12. Acknowledgment Regarding the Nature of the Service

You acknowledge and agree that the Service is a self-directed software platform provided on an as-is, self-service basis; that you are solely responsible for how you use it and the results you obtain; that ReplySmart makes no promise or guarantee regarding any outcome, result, revenue, deliverability, response rate, or business benefit; and that your satisfaction with the Service depends substantially on your own conduct, lists, content, and compliance. You accept the Service with full knowledge of its self-service nature. Nothing in these Terms is intended to prohibit you from providing truthful reviews of the Service as protected by applicable law.

13. Intellectual Property

The Service and all software, technology, content, trademarks, logos, and materials provided by ReplySmart are and remain the exclusive property of ReplySmart and its licensors, and are protected by intellectual-property laws. Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes. You may not copy, modify, distribute, reverse engineer, create derivative works from, or exploit any part of the Service except as expressly permitted.

14. Customer Data and Privacy

You retain ownership of the data you upload, subject to the license you grant us to host, process, and transmit it to provide the Service. You represent and warrant that you have all rights, consents, and authority necessary to provide such data and to have it processed through the Service. Our collection and use of information is described in our Privacy Policy, which is incorporated by reference. You are responsible for your own compliance with privacy laws applicable to the data you handle.

15. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, REPLYSMART DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. REPLYSMART DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT ANY MESSAGE WILL BE DELIVERED, OR THAT DATA WILL BE ACCURATE.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, REPLYSMART AND ITS OWNERS, MEMBERS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL REPLYSMART'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO REPLYSMART IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17. Indemnification

You agree to defend, indemnify, and hold harmless ReplySmart and its owners, members, officers, managers, employees, agents, licensors, and service providers from and against any and all claims, demands, actions, investigations, liabilities, damages, losses, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your messages, content, or contact lists; (c) your violation of these Terms; (d) your violation of the TCPA, CAN-SPAM, TCR/10DLC/A2P requirements, carrier or CTIA rules, privacy laws, or any other law; (e) your failure to obtain or maintain required consent; (f) your infringement or violation of any third-party right; or (g) any claim, assertion, or allegation by you or any third party that you relied on ReplySmart to determine the legality or compliance of your messaging, list-building, consent, or contact practices. This indemnification obligation survives termination of these Terms.

18. Term, Suspension, and Termination

These Terms remain in effect while you use the Service. We may suspend or terminate your access, in whole or in part, immediately and without notice or liability, if you breach these Terms, if we suspect unlawful or non-compliant messaging activity, if required by a carrier, aggregator, or law, or for any other reason at our sole discretion. Upon termination, your right to use the Service ceases immediately. No refund will be provided upon termination, including termination for your breach. Sections that by their nature should survive termination will survive, including provisions on fees owed, disclaimers, limitations of liability, indemnification, dispute resolution, and governing law.

19. Binding Arbitration; Class Action Waiver; Jury Trial Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

Agreement to Arbitrate. You and ReplySmart agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (a "Dispute"), will be resolved exclusively through final and binding individual arbitration, rather than in court, except that either party may bring an individual claim in small-claims court if it qualifies.

Arbitration Rules and Forum. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer or Commercial Arbitration Rules then in effect, as applicable. The arbitration will be conducted in Florida, or by remote/virtual means where available, and will be governed by the Federal Arbitration Act. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

CLASS ACTION WAIVER. YOU AND REPLYSMART AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

JURY TRIAL WAIVER. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND REPLYSMART EACH KNOWINGLY AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

Opt-Out. This arbitration agreement is a material part of these Terms. If any portion of this Section is found unenforceable, the remainder will continue to apply, except that if the Class Action Waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and may proceed in court.

20. Governing Law and Venue

These Terms and any Dispute are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Subject to the arbitration provisions above, you agree that any permitted judicial proceeding will be brought exclusively in the state or federal courts located in Florida, and you consent to the personal jurisdiction and venue of those courts.

21. Changes to These Terms

We may modify these Terms at any time by posting the revised Terms within the Service or on replysmart.ai and updating the "Last Updated" date. Changes are effective upon posting unless otherwise stated. Your continued access to or use of the Service after changes become effective constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service.

22. Electronic Communications and Consent

By using the Service, you consent to receive communications from us electronically, including by email, through the Service, or by text message to any number you provide for account or transactional purposes. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

23. General Provisions

Entire Agreement. These Terms, together with any policies incorporated by reference, constitute the entire agreement between you and ReplySmart regarding the Service and supersede all prior agreements and understandings.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

No Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may freely assign these Terms, including in connection with a merger, acquisition, sale of assets, or by operation of law.

Force Majeure. We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including carrier failures, third-party outages, acts of God, or governmental action.

Relationship. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between you and ReplySmart.

Survival. Provisions that by their nature should survive termination will survive, including Sections 5–10 and 15–20.

Contact. Questions about these Terms may be directed to us through replysmart.ai.

BY CREATING AN ACCOUNT, CLICKING "I AGREE," MAKING ANY PAYMENT, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS, THAT YOU AGREE TO BE BOUND BY THEM IN FULL, THAT ALL SALES ARE FINAL, THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR MESSAGING COMPLIANCE, AND THAT YOU AGREE TO THE BINDING ARBITRATION AND CLASS ACTION WAIVER SET FORTH ABOVE.