Legal
These Terms govern your use of ReplyLayer's API, CLI, dashboard, mailbox, and safety-screening services.
Effective date: April 12, 2026
These Terms of Service govern your access to and use of the websites, API, CLI, MCP integrations, dashboard, and related services offered by ReplyLayer LLC ("ReplyLayer," "we," "us," or "our") (collectively, the Service). ReplyLayer is a bring-your-own-agent email layer: we help you connect your existing agent to email and apply inbound and outbound safety controls, but you remain responsible for your agent, your instructions, your recipients, and your use of the Service.
By creating an account, clicking to accept these Terms, using the Service, or allowing your agent or software to use the Service on your behalf, you agree to these Terms. If you use the Service for a company or other organization, you represent that you are authorized to bind that organization.
These Terms are part of the ReplyLayer legal package. Our Privacy Policy, Acceptable Use Policy, and any applicable data processing or order terms are incorporated by reference.
You must be at least 18 years old and able to form a binding contract to use the Service. You may not use the Service if you are barred from doing so under applicable law.
You must provide accurate account information, keep your credentials confidential, and promptly notify us of any suspected unauthorized access. You are responsible for all activity under your account, API keys, mailbox credentials, CLI sessions, and agent integrations.
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for your internal business or personal operational use.
The Service may include:
The Service is API-first infrastructure. It is not a hosted agent service, and ReplyLayer does not supply, operate, or supervise your underlying AI agent unless we expressly agree otherwise in writing.
You are responsible for:
You may not rely on ReplyLayer as your sole legal, compliance, or security control. Our screening is designed to reduce risk, not to guarantee that all harmful, unlawful, or undesirable messages will be caught or that all legitimate messages will be allowed.
ReplyLayer is intended for transactional, operational, and reply-driven email workflows. You may not use the Service for spam, cold outreach, mass marketing campaigns, phishing, malware distribution, harassment, unlawful surveillance, fraud, or any other abusive or illegal activity.
You may not attempt to bypass quotas, sandbox restrictions, recipient verification, safety controls, or account suspensions. You may not probe, reverse engineer, benchmark for competitive purposes, resell, or otherwise misuse the Service except as expressly permitted by law.
Additional rules may appear in our Acceptable Use Policy, product documentation, or account controls. If those rules conflict with these Terms, we may enforce the stricter rule.
You retain your rights in the email content, prompts, attachments, message metadata, and other materials you submit to the Service (Customer Content). You grant ReplyLayer a worldwide, non-exclusive, royalty-free license to host, copy, transmit, scan, transform, store, display, and otherwise process Customer Content as needed to operate, secure, support, improve, and enforce the Service.
To provide the Service, ReplyLayer may parse message bodies, sanitize content for safe display, store raw MIME, apply automated policy checks, and use third-party subprocessors or model providers for scanning, delivery, hosting, storage, and support functions. The Privacy Policy and subprocessor disclosures describe this in more detail.
You must not submit Customer Content that you are not authorized to process. Unless we expressly agree otherwise in writing, you may not use the Service for regulated data or workloads that require heightened contractual, statutory, or industry-specific controls, including protected health information, cardholder data, export-controlled information, or government-classified information.
The Service depends on third-party infrastructure and model providers, including email delivery, object storage, hosting, and AI scanning providers. Those providers may change, experience downtime, apply their own limits, or suspend traffic. ReplyLayer is not responsible for failures caused by third parties outside our reasonable control.
If you connect your own domain, mail provider, or external tooling, you are responsible for that configuration and your agreements with those third parties.
Some parts of the Service are free or invitation-only. Paid plans, usage-based charges, and add-ons are billed as described on the applicable pricing page, order form, or in-product purchase flow.
Unless otherwise stated, subscriptions renew automatically for the same billing period until canceled. You authorize us and our payment processor to charge the payment method on file for all amounts due, including recurring fees, overages, and applicable taxes. Fees are non-refundable except where required by law or where we expressly state otherwise.
We may change pricing or packaging prospectively. We will provide advance notice of material pricing changes for recurring paid plans.
You may stop using the Service at any time. We may suspend, restrict, or terminate your access immediately if we reasonably believe that you have violated these Terms, created legal or security risk, failed to pay amounts due, endangered other users, or used the Service in a way that threatens deliverability, platform integrity, or third-party relationships.
We may also remove, quarantine, or block messages or content when required to operate the Service safely or comply with law. We reserve the right to enforce rate limits, circuit breakers, reply-loop detection, mailbox kill switches, and similar automated protective controls without prior notice if we detect anomalous behavior or activity that threatens users, deliverability, or platform stability.
After termination, cancellation, or account deletion, we may retain and delete Customer Content in accordance with our standard retention schedules, backup cycles, legal obligations, and Privacy Policy. You are responsible for exporting any data you need before termination. ReplyLayer is not your system of record or archival backup and is not responsible for retaining Customer Content after termination except as required by law or our written commitments to you.
Termination does not relieve you of payment obligations incurred before termination, and sections that by their nature should survive will survive.
ReplyLayer may place a legal hold on your account data to preserve electronically stored information when required by law, subpoena, regulatory demand, litigation, or internal legal obligation. During a legal hold, standard deletion timelines — including account-deletion grace periods and automated purge schedules — are suspended and your data will be retained until the hold is released. You acknowledge that legal holds may override your deletion requests or account-closure timelines.
ReplyLayer also offers, where available on your plan, a customer-facing Legal Hold feature that allows you to preserve your own electronically stored information in anticipation of litigation or regulatory inquiry. You are solely responsible for placing, managing, and releasing legal holds on your own account when your own legal obligations require preservation. ReplyLayer is not responsible for any spoliation of evidence, sanctions, adverse inferences, legal penalties, or other consequences arising from your failure to use the Legal Hold feature where available, or to otherwise preserve data that you are legally required to retain.
Where your data is subject to an active legal hold — whether placed by you or by ReplyLayer — it will be retained in its existing state and format within the Service. Standard time-to-live policies and automated purge schedules will not apply to held data until the hold is released.
Some features may be labeled beta, preview, early access, or similar. Those features may be incomplete, change substantially, or be withdrawn at any time. Unless we expressly agree to a separate service level commitment, the Service is provided on an as is and as available basis.
We do not warrant uninterrupted availability, successful delivery of every message, perfect spam or prompt-injection detection, or that the Service will meet every legal, compliance, or security requirement that applies to you.
If you use a shared domain, sandbox environment, or other shared infrastructure, we do not guarantee deliverability, inbox placement, or sender reputation. Those outcomes can be affected by the conduct of other users, recipient mail systems, third-party providers, and factors outside our control.
ReplyLayer and its licensors own the Service, including the software, models, workflows, visual interfaces, documentation, trademarks, and all related intellectual property, excluding Customer Content. Except for the limited rights expressly granted in these Terms, no rights are transferred to you.
If you provide feedback, suggestions, or feature requests, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or compensation.
To the fullest extent permitted by law, you will defend, indemnify, and hold harmless ReplyLayer and its officers, directors, employees, contractors, and agents from any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your Customer Content, your use of the Service, your agent's actions, your breach of these Terms, or your violation of applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR RESULTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPLYLAYER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPLYLAYER'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO REPLYLAYER FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100).
WITHOUT LIMITING THE FOREGOING, REPLYLAYER WILL NOT BE LIABLE FOR ANY LOSS, DESTRUCTION, ALTERATION, OR FAILURE TO PRESERVE ELECTRONICALLY STORED INFORMATION OR OTHER DATA THAT YOU WERE REQUIRED TO RETAIN UNDER A LEGAL HOLD, LITIGATION PRESERVATION OBLIGATION, REGULATORY REQUIREMENT, OR SIMILAR DUTY, WHERE THAT LOSS RESULTED FROM YOUR FAILURE TO USE THE LEGAL HOLD FEATURE, TO PLACE A TIMELY HOLD, OR TO TAKE OTHER APPROPRIATE PRESERVATION STEPS. YOU BEAR SOLE RESPONSIBILITY FOR YOUR OWN LITIGATION HOLD AND DATA PRESERVATION OBLIGATIONS.
Nothing in these Terms limits liability that cannot be limited under applicable law.
We may modify the Service, add or remove features, or update these Terms from time to time. If we make a material change to these Terms, we will provide reasonable notice, such as by email, an in-product notice, or a prominent posting on the Service. The updated Terms become effective on the date stated in the notice. If you continue using the Service after the effective date, you agree to the updated Terms.
These Terms are governed by the laws of the State of Illinois, without regard to conflict-of-laws rules. Unless applicable law requires otherwise, the state and federal courts located in Illinois will have exclusive jurisdiction over disputes arising from or relating to these Terms or the Service, and each party consents to personal jurisdiction and venue in those courts.
You may not assign these Terms without our prior written consent. We may assign these Terms as part of a merger, financing, reorganization, or sale of assets. If any provision is unenforceable, the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver. These Terms are the entire agreement between you and ReplyLayer regarding the Service, except for any separate written agreement between you and us.
Questions about these Terms can be sent to [email protected].