PLEASE READ CAREFULLY – THIS IS A BINDING CONTRACT.

This Terms of Service Agreement (the “Agreement”) is a binding agreement between DuoCircle LLC (“DuoCircle”, “we”, “us”, or “our”), the owner and operator of Nureply.com, and you. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind the legal entity to this Agreement, in which case “you” shall mean such entity. If you do not have such authority, or if you do not agree with the terms and conditions of this Agreement, you must not create an account and/or use our services.

1. Acceptance of Terms

1.1 By using the Service and choosing your Subscription Plan, you agree to these terms of service as supplemented by the Subscription Plan (this “Agreement”). This Agreement constitutes a binding legal agreement between you and us, and your continued use of the Service constitutes your acceptance and acknowledgment of this Agreement, our Privacy Policy, Fair Use Policy and any other policy displayed on our Service, all of which constitute a part of this Agreement.

1.2 You can accept the terms of this Agreement by:

  • Clicking to accept or agree to this Agreement where this option is made available to you by DuoCircle in the user interface for any Service; or
  • Actually using the Services. In this case, you understand and agree that DuoCircle will treat your use of the Services as acceptance of this Agreement from that point forward.

1.3 You may not use the Services and may not accept the Terms if:

  • You are not of legal age to form a binding contract with DuoCircle; or
  • You are a person barred from receiving the Services under the laws of the United States or any other country including the country in which you are resident or from which you use the Services.

2. Subscription Period and Auto-Renewal

2.1 Your Subscription starts on the day you purchase the Subscription and will continue for the Subscription Period chosen by you.

2.2 At the end of each Subscription Period, your Subscription will automatically renew for another Subscription Period unless you notify us in accordance with our cancellation procedures. Please ensure you contact us if you want to cancel your Subscription.

3. License and Service Use

3.1 In exchange for you complying with all terms of this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable, personal, and revocable license to access and use the Service for the Permitted Purpose during the Subscription Period.

3.2 All use of the Service is strictly subject to our Fair Use Policy. This Agreement incorporates the Fair Use Policy, and by signing this Agreement you are taken to have accepted the Fair Use Policy. A breach of the Fair Use Policy constitutes a breach of this Agreement.

3.3 You must not:

  • Use the Service for any purpose other than the Permitted Purpose;
  • Use the Service in any way which is in breach of any applicable laws or which infringes any person’s rights, including Intellectual Property Rights;
  • Use the Service for the purpose of sending unsolicited commercial electronic messages, as defined by applicable Spam Laws which is strictly prohibited;
  • Do anything which may compromise or interfere with the supply of the Service or our systems, including without limitation introducing malicious programs such as viruses, worms, trojan horses, and email bombs.

4. Your Warranties

4.1 You warrant and agree that:

  • There are no legal restrictions preventing you from agreeing to this Agreement;
  • You are not insolvent;
  • You will always act in a courteous and polite manner whenever dealing with us;
  • You will cooperate with us and provide us with all assistance reasonably necessary to enable us to perform the Service;
  • You are responsible (at your cost) for obtaining and maintaining any consents, licenses, authorities, and permissions required for you to make use of the Services;
  • All information and documentation that you provide to us or upload into the Service is true, correct, and complete;
  • You are solely responsible for establishing and maintaining any operating environment necessary to use and obtain the benefit of the Service.

5. Our Warranties

5.1 We warrant and agree that:

  • The Service will perform materially in accordance with the Specifications;
  • The Service will not infringe on the Intellectual Property Rights of any person;
  • We will maintain sufficient and appropriately qualified and experienced personnel to operate and provide the Service in accordance with the Agreement.

6. Support Services

6.1 Subject to the conditions being met, we will provide you the Support Services during the Subscription Period:

  • You are not in breach of any term of the Agreement and you are using the Service as intended under this Agreement;
  • Your operating environment meets the minimum requirements set out in the Specifications;
  • You have provided all information requested by us in relation to Support Services.

6.2 Our liability for any failure to provide the Support Services is limited to resupplying the Service support to the extent required to remedy the failure. This is your sole remedy for any failure to provide the Support Services.

7. Fees

7.1 You must pay the Fees to us without counterclaim or deduction in accordance with the Subscription Plan.

7.2 Unless expressly stated otherwise, all amounts stated in or in relation to this Agreement are expressed exclusive of any applicable Tax, which will be added to those amounts and payable by you to us.

7.3 We may offer one or more payment processors as a way to facilitate payment of the Fees. You must make payment by way of one of the payment processors offered. You agree that:

  • Any cost, fee, or other charges charged by such processor must be paid by you in addition to the Fees;
  • You must comply with the terms and conditions of the relevant processor.

7.4 We are entitled to modify our Fees at any time by prior written notice to you provided that:

  • An increase is effective only 30 days after such notice is given;
  • A Fee is not increased more than once in a 12-month period;
  • The Fees are not increased during the initial Subscription Period of this Agreement.

7.5 To the extent permitted by law, any Fees paid to us are non-refundable, and we do not provide refunds or credits should you cancel the Service during its current Subscription Period.

8. Updates

8.1 We may implement (at our absolute discretion) Updates to the Service from time to time. We will endeavor to provide you with reasonable prior written notice of any scheduled Update that is likely to affect the availability of the Service or is likely to have a material negative impact on you.

9. Termination

9.1 Either party may terminate the Subscription at any time, with such termination only taking effect at the end of the current Subscription Period.

9.2 Either party may terminate this Subscription with immediate effect by giving written notice to the other party at any time if:

  • In our case, if we deem there has been a breach of any applicable law (including, without limitation, Spam Laws);
  • The other party is Insolvent; or
  • The other party breaches any provision of this Agreement which cannot be remedied, or where the breach is capable of being remedied, fails to remedy the breach within 14 days after receiving written notice requiring it to do so.

10. Effects of Termination

10.1 On termination of this Subscription for any reason:

  • You must immediately stop using the Service, and we may take any action necessary to disable or terminate your access to the Service;
  • Each party must promptly return (where possible) or delete or destroy (where not possible to return), the other party’s Confidential Information;
  • We may remove or delete all User Data after one month has passed from the day of termination;
  • You must, within 5 Business Days of termination, pay to us all Fees incurred and/or owing under this Agreement up to and including the date of termination or expiry;
  • All of the provisions of this Agreement will cease to have effect, save for those provisions that survive termination.

11. Intellectual Property

11.1 We own all Intellectual Property Rights in the Service, the Support Services, any associated documentation, and all improvements, modifications, customizations and derivative works, and nothing in this Agreement transfers any of those Intellectual Property Rights to you in any way.

11.2 If you provide us with comments or suggestions relating to the Service, then all Intellectual Property Rights in that feedback, and anything created as a result of that feedback is assigned to us, and we may use the feedback for any purpose.

11.3 You must not, without our prior written consent:

  • Copy or use, in whole or in part, any of our Intellectual Property Rights;
  • Reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate any of our Intellectual Property Rights to any third party;
  • Reverse assemble, reverse engineer, reverse compile or enhance the Service;
  • Breach any Intellectual Property Rights connected with us or the Service;
  • Cause any of our Intellectual Property Rights to be framed or embedded in another digital asset;
  • Create derivative works or reproductions of any of our Intellectual Property Rights or the Service;
  • Resell, assign, transfer, distribute or make available the Service to third parties;
  • “Frame”, “mirror” or serve any of the Service on any web server or other computer server over the Internet or any other network;
  • Alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers, or any other means of identification used on or in relation to the Service.

12. User Data

12.1 Except as otherwise stated in this Agreement, as between you and us, you own all Intellectual Property Rights and all User Data.

12.2 You grant us an irrevocable, perpetual license to use, process, copy, transmit, store, and backup or otherwise access the User Data during the Agreement Subscription Period solely to:

  • Supply the Service to you;
  • Diagnose problems with the Service;
  • Update or otherwise modify or maintain the Service;
  • Train our staff;
  • Develop other services.

12.3 In relation to any User Data which you provide to us or upload into the Service, you represent and warrant that:

  • You are solely responsible for the User Data and the consequences of using, disclosing, storing, or transmitting it;
  • You have obtained all necessary rights, releases, and permissions to provide all your User Data to us;
  • The User Data does not violate any laws or rights of any third party;
  • Any use, collection, and disclosure authorized in this Agreement are not inconsistent with the terms of any applicable privacy policies.

13. Data Storage and Security

13.1 We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorized use, destruction, loss, damage, or alteration to the User Data, including due to hacking, malware, ransomware, viruses, malicious computer code, or other forms of interference.

13.2 We will use our best efforts to create scheduled backups of User Data stored on the Service at regular intervals. If User Data is lost due to a system failure, we will attempt to restore the User Data from the latest available backup. However, we cannot guarantee that any backup will be free from errors or defects.

14. Privacy

14.1 You are responsible for the collection, use, storage, and otherwise dealing with Personal Information related to your business.

14.2 You must comply with the requirements of the Privacy Laws in respect of all Personal Information collected, used, stored, or otherwise dealt with under or in connection with this Agreement.

14.3 This Agreement incorporates the Data Processing Addendum, and by accepting this Agreement and using the Service, you are taken to have accepted the Data Processing Addendum, even if you have not signed the Data Processing Addendum.

15. Confidentiality

15.1 Each party must keep confidential, and not disclose, any Confidential Information of the other party except:

  • Where permitted by this Agreement;
  • With the prior written consent of the Discloser;
  • Where the Confidential Information is received from a third party, except where there has been a breach of confidence;
  • On a confidential, “needs to know” basis to the Recipient’s personnel, auditors, insurers, agents, and professional advisors; or
  • Where the Recipient is compelled to do so by applicable law, provided that it gives the other party written notice prior to disclosure.

16. Limitation of Liability

16.1 To the maximum extent permitted by law, we exclude all liability and all Warranties of any kind, whether express or implied, statutory or otherwise, other than those set out in this Agreement.

16.2 You acknowledge that complex software is never wholly free from defects, errors, and bugs, and subject to the other provisions of this Agreement, we give no Warranty or representation that the Service will be wholly free from defects, errors, and bugs.

16.3 The Service is provided to you on an “as is” and on an “as available” basis without any Warranties arising out of any course of dealing or usage of trade.

16.4 Our liability arising in connection with the Service is limited as follows:

  • We exclude all liability for any consequential loss resulting from your access to or use of or inability to use the Service, even if we have been advised of the possibility of damages in advance;
  • Our maximum total liability arising in connection with this Agreement is capped to the total amount of any Fees paid to us by you in the 12 months preceding the first event giving rise to the liability;
  • Our liability is excluded to the extent that you contributed to the liability;
  • Our liability is subject to your duty to mitigate your loss.

17. Indemnification

17.1 You agree to indemnify, defend and hold us and our affiliates, each of our business partners and each of our respective employees, officers, directors, and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs, and expenses (including attorneys’ fees), arising out of or in connection with any claim arising out of:

  • Your use of the Services in a manner not authorized by this Agreement;
  • Your violation of any term or condition of this Agreement;
  • You or your employees’ or personnel’s negligence or willful misconduct.

18. General

18.1 All notices must be in writing and must be made by email. Notices are taken to be read on the day they are received, unless they are received after 5 PM or not on a Business Day, in which case they are deemed to be received on the next Business Day.

18.2 This Agreement will override any other terms or agreement between you and us.

18.3 Where there is a contradiction or conflict between different parts of this Agreement, the parts override one another (to the extent of the contradiction or conflict) in the following order:

  • The Fair Use Policy;
  • The Subscription Plan;
  • These terms of service;
  • The Data Processing Addendum.

18.4 This Agreement constitutes the entire agreement between the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements, and understandings between the parties in respect of that subject matter.

18.5 This Agreement is governed by and construed in accordance with the law of the State of Delaware. The courts of the State of Delaware have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

19. Definitions

19.1 In this Agreement, the following capitalized terms have the following meanings:

Agreement means these Terms of Service and also includes the relevant Subscription Plan, Data Processing Addendum, Fair Use Policy, and all policies displayed on our Website.

Business Day means a day on which banks are open for business in the United States other than on a Saturday or Sunday or a public holiday.

Confidential Information means all information of a confidential or proprietary nature, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement.

Data Processing Addendum means our Data Processing Addendum as available at [DPA URL] or as otherwise signed by you.

Fair Use Policy means our Fair Use Policy available at [Fair Use Policy URL].

Fees means the fees set out in your Subscription Plan.

Insolvent means when a party becomes unable to pay its debts when they fall due or has a receiver, manager, administrator appointed, or similar event occurs.

Intellectual Property Rights mean all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including copyright, trademarks, patents, and designs.

Permitted Purpose means for your ordinary business use or as otherwise set out in the Fair Use Policy and your Subscription Plan.

Personal Information has the same meaning as in the Privacy Laws.

Privacy Laws means applicable privacy and data protection laws.

Service means the Nureply software as described on our Website and the Subscription Plan, any Support Services we provide to you, and any other services we agree to provide to you.

Spam Laws means any applicable spam laws and regulations, including but not limited to the CAN-SPAM Act in the United States, as well as any similar laws or regulations in other jurisdictions in which you or your intended audience are in.

Specifications mean the specifications of the Service as set out in the Subscription Plans.

Subscription Period means the period of time chosen by you upon buying the Subscription, and any renewal term.

Subscription Plan means the tiered package or plan for the Service you select.

Support Services means the Support Services listed in your Subscription Plan, and if none are listed, then Support Services will mean access to a general helpdesk during regular business hours on Business Days.

Tax includes a tax, levy, duty, or charge (and associated penalty or interest) imposed by a public authority.

Updates means any updates, modifications, changes, or enhancements to the Service.

User Data means any content or materials whatsoever which you upload or input into the Service, or that is generated by you using the Service.

Website means https://www.nureply.com/.

DuoCircle LLC
Email: support@nureply.com
Website: https://nureply.com
Last Updated: January 1, 2025