Replay.io Terms of Service
Effective Date: October 9, 2014
1. Accepting the Terms
By using the information, tools, software, features and functionality including content, updates and new releases located on the Site (together the “Service”), you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Site website) or you are a “Member” (which means that you have registered with the Site). The term “you” or “User” refers to a Visitor or a Member. The term “we” refers to Replay.io. If you wish to become a Member and make use of the Service, you must read this Agreement and indicate your acceptance during the Registration process.
You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with Replay.io.
If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.
2. Privacy and your Personal Information
3. Description of the Service
The Service is a marketing data and application integration service that allows Members to acquire website and application statistical data, and integrate and manage website analytics, email marketing, online ad management, social marketing, and related functions from the Site. Based on such information, the Service may also present information relating to third party products or services (“Replay.io Offers”).
4. Account Information from Third Party Sites
With the Service, Members may direct Replay.io to retrieve their own information maintained online by third-party marketing, aggregation and other service providers with which they have customer relationships, maintain accounts or engage in transactions (“Account Information”). Replay.io will connect at your direction, and on your behalf, with such service providers to access this Account Information. Replay.io makes no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement. Replay.io is not responsible for the products and services offered by or on third-party sites.
Replay.io cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Replay.io cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Service, Account Information is only as fresh as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites. You can refresh your Account Information through the Service, in the manner prescribed in the associated instructions.
5. Replay.io Offers and Third-Party Links
Some parts of the Service are supported by sponsored links from advertisers and display Replay.io Offers that may be custom matched to you based on information stored in the Service, queries made through the Service or other information. We will always disclose when a particular Replay.io Offer is sponsored.
In connection with Replay.io Offers, the Service may provide links to other web sites belonging to Replay.io advertisers and other third parties. Replay.io does not endorse, warrant or guarantee the products or services available through the Replay.io Offers (or any other third-party products or services advertised on or linked from our site), whether or not sponsored.
6. Your Registration Information
You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your LoginID e-mail address, allows you to access the Service. That Login ID and password, together with any mobile number or other contact information you provide form your “Registration Information.”
By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available internet browser.
If you become aware of any unauthorized use of your Registration Information, you agree to notify Replay.io immediately via our Contact Us form found at [http://replay.io/support_requests/new/].
7. Your Use of the Service
Your right to access and use the Site and the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Site for lawful purposes.
Accurate records enable Replay.io to provide the Service to you. You must provide true, accurate, current and complete information about your accounts maintained at other web sites, as requested in our “add account” setup forms, and you may not misrepresent your Registration Information. In order for the Service to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.
Your access and use of the Site may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Site or other actions that Replay.io, in its sole discretion, may elect to take.
You agree that Replay.io may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant Replay.io a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to Replay.io in any way.
8. Rights You Grant to Us
By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to Replay.io through the Service, you are licensing that content to Replay.io for the purpose of providing the Service. Replay.io may use and store the content to provide the Service to you. We may also use data in an aggregated form for our own purposes. By submitting this content to Replay.io, you represent that you are entitled to submit it to Replay.io for use for this purpose, without any obligation by Replay.io to pay any fees or other limitations.
By using the Service, you expressly authorize Replay.io to access your Account Information maintained by identified third parties, on your behalf as your agent. When you use the “Add Accounts” feature of the Service, you will be directly connected to the website for the third party you have identified. Replay.io will submit information including usernames and passwords that you provide to log you into the site. You hereby authorize and permit Replay.io to use and store information submitted by you to the Service (such as account passwords and user names) to accomplish the foregoing and to configure the Service so that it is compatible with the third party sites for which you submit your information. For purposes of this Agreement and solely to provide the Account Information to you as part of the Service, you grant Replay.io a limited power of attorney, and appoint Replay.io as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN REPLAY.IO IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, REPLAY.IO IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You understand and agree that the Service is not sponsored or endorsed by any third parties accessible through the Service.
9. Replay.io’s Intellectual Property Rights
The contents of the Site, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark and other laws. The contents of the Site belong or are licensed to Replay.io or its software or content suppliers. Replay.io grants you the right to view and use the Site subject to these terms. You may download or print a copy of information provided on the Site for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from the Site in whole or in part for any other purpose is expressly prohibited without our prior written consent.
10. Access and Interference
You agree that you will not:
- Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Site or any portion of the Site, without Replay.io’s express written consent, which may be withheld in Replay.io’s sole discretion;
- Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Microsoft Explorer);
- Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Site or the Service; or
- Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Site or the Service.
11. Rules for Posting
As part of the Service, Replay.io may allow Members to post content on bulletin boards, blogs and at various other publicly available locations on the Site. These forums may be hosted by Replay.io or by one of our third party service providers on Replay.io’s behalf. You agree in posting content to follow certain rules.
- You are responsible for all content you submit to the Site.
- By submitting content to us, you represent that you have all necessary rights and hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with the Site and our business, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your posted content through the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of the Site and under this Agreement.
- You may not post or transmit any message which is libelous or defamatory, or which discloses
- You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.
- You may not interfere with other Users’ use of the Service, including, without limitation, disrupting the normal flow of dialogue in an interactive area of the Site, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others
- Except where expressly permitted, you may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose.
- You agree that any employment or other relationship you form or attempt to form with an employer, employee, or contractor whom you contact through areas of the Site that may be designated for that purpose is between you and that employer, employee, or contractor alone, and not with us.
- You may not copy or use personal identifying or business contact information about other Users without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited.
- You agree that we may use any feedback, suggestions, or ideas you post in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to us in any way.
12. Social Media Sites
13. Disclaimer of Representations and Warranties
THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE SITE OR PROVIDED THROUGH THE SERVICE (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. REPLAY.IO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SITE OR OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.
REPLAY.IO MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE SITE OR OF THE SERVICE (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. REPLAY.IO MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
14. Limitations on Replay.io's Liability
REPLAY.IO SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE SITE, YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF REPLAY.IO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, REPLAY.IO’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).
15. Your Indemnification of Replay.io
You shall defend, indemnify and hold harmless Replay.io and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.
15. Subscription Fees for the, and ending your relationship with Replay.io
The Service may be offered on a free basis, and Replay.io may also offer additional features and functions for the Service for those Members who wish to subscribe to the paid version of the Service. For the paid version of the Service, You are responsible for all fees relating to your subscription for the Service, as subscribed to by you upon registration or renewal of the Service via the Site (the “Subscription Fees,”) and agree to pay such Subscription Fees when due. The period covered by the Subscription Fees shall be the “Subscription Period.” Subscription Fees may be paid by credit card or other approved methods as set forth on the Site. The first month of the Service is prorated based on the calendar days remaining in the particular month at the pricing tier selected by you provided that fees are corrected as follows: for the previous month, Replay.io will charge the lower of any overage cost for usage in excess of the pricing tier you selected versus the retroactive upgrade cost to the next higher tier. The subsequent month is charged at then current pricing tier. You must cancel your use of the Services prior to the next month in order to avoid additional fees, otherwise the pricing tiers will automatically renew each month.
You agree that any Subscription Fees paid for the Service are non-refundable, including in the event of termination of the Service by You, or by Replay.io, prior to the expiration of the Subscription Period.
This Agreement will continue to apply until terminated by either you or Replay.io as set out below. If you want to terminate your legal agreement with Replay.io, you may do so by closing your account for the Service.
Please use the directions below to cancel your account:
Replay.io may at any time, terminate its legal agreement with you:
- a. if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreemnt);
- b. if Replay.io in its sole discretion believes it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or
- c. immediately upon notice, to the e-mail address provided by you as part of your Registration Information.
Replay.io may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Site site. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.
18. Governing Law and Forum for Disputes
This Agreement, and your relationship with Replay.io under this Agreement, shall be governed by the laws of the State of California without regard to its conflict or choice of laws provisions. Any dispute with Replay.io, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the small-claims court of the Superior Court of California within the county of Santa Clara, California, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Replay.io may seek such relief in any court with jurisdiction over the parties.
You also acknowledge and understand that, with respect to any dispute with Replay.io, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement:
- YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
- YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
You agree that if Replay.io does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Replay.io has the benefit of under any applicable law), this will not be taken to be a formal waiver of Replay.io’s rights and that those rights or remedies will still be available to Replay.io.
All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.
This Agreement represents the entire understanding and agreement between you and Replay.io regarding the subject matter of the same, and supersedes all other previous agreements.