Vendor Terms of Service

1. Agreement to Terms

These Vendor Terms of Service ("Terms") are a binding legal agreement between you ("Vendor," "you," or "your") and Replyva ("Replyva," "we," "us," or "our") governing access to and use of the Replyva Platform ("Service").

"Service" means All websites, web applications, mobile applications, desktop applications, browser extensions, APIs, webhooks, SDKs, integrations, client portals, admin consoles, marketplace listings, AI-assisted features, beta and preview programs, plugins, embeds, and any other digital products or services branded, operated, or published by Replyva now or in the future (including successors, affiliates, and rebranded offerings), whether accessed at https://replyva.com, subdomains, custom domains we operate, app stores, or third-party distribution channels.

By creating an account, completing onboarding, clicking "I agree," or using any part of the Service, you accept these Terms, our Privacy Policy, and Acceptable Use Policy (together, the "Platform Agreements"), each incorporated by reference. If you do not agree, do not use the Service.

Your acceptance of the Replyva Platform Terms applies to the entire Replyva Platform as defined above, including products and features released after you sign up, without requiring a separate agreement unless we expressly notify you otherwise in writing.

If you accept on behalf of a company or organization, you represent that you have authority to bind that entity, and "you" includes that entity.

2. The Service

Replyva provides cloud-based tools for event and wedding vendors, including CRM, proposals, contracts, client portals, galleries, scheduling, communications, vertical workspaces (photography, DJ, catering, planning, and related trades), admin and platform tools, APIs, and related capabilities. Live: Vendor dashboard, Client portals, Marketing & onboarding, Platform admin, Booth studio, DJ live & guest engagement, Platform APIs. Beta: AI wedding planner. All future Replyva-branded apps and APIs are covered by the same Terms, Privacy Policy, and Acceptable Use Policy.

Features may change, be added, or removed at any time without liability to you. New applications, modules, or product lines launched under the Replyva brand are part of the Service and subject to these Terms unless we provide a separate written agreement that expressly supersedes them for that product.

The Service is a technology platform only. Replyva is not a party to contracts between you and your clients, does not provide legal, accounting, tax, or event-production advice, and does not employ or supervise you. You operate an independent business and remain solely responsible for your services, pricing, compliance, and client relationships.

Certain features depend on third-party services (payment processors, email, storage, authentication, AI providers). Those services are subject to their own terms. Replyva is not responsible for third-party outages, policy changes, or actions.

3. Platform Scope, Future Apps & Beta Features

Single account, single agreement. Your Platform Agreements apply across all Replyva products you access with your credentials or through linked client portals, including products released after you accept these Terms.

We may ship mobile apps, companion tools, marketplaces, AI features, hardware integrations, white-label experiences, or other offerings without requiring a new contract. Continued use after release constitutes acceptance unless you cancel your account.

Beta, preview, experimental, and early-access features are provided AS IS, may change or be withdrawn without notice, and are excluded from any SLA or uptime commitment.

We may label features as alpha, beta, preview, or experimental. Such features may be incomplete, contain errors, process data differently, or be discontinued. You use them at your own risk.

Optional addenda (e.g., data processing addendum, enterprise SLA, or partner program terms) apply only when signed or explicitly accepted in-product and only to the scope stated therein.

4. Accounts & Security

You must provide accurate registration information and keep it current. You are responsible for all activity under your account and for safeguarding credentials. Notify us promptly of unauthorized access.

We may suspend or terminate accounts that violate these Terms, pose security risks, or remain unpaid. We may refuse registration at our discretion.

You must be at least 18 years old and legally able to enter contracts in your jurisdiction.

5. Subscriptions, Trials & Billing

Paid plans, trials, add-ons, and storage are described on our pricing page and in your dashboard. Fees are billed in advance on a recurring basis unless stated otherwise. Taxes may apply.

Trials convert to paid plans according to the plan you select unless you cancel before the trial ends. Failure to pay may result in suspension or downgrade.

Except where required by law, fees are non-refundable. Downgrades and cancellations take effect at the end of the current billing period unless we state otherwise.

We may change prices with reasonable notice. Continued use after a price change constitutes acceptance.

6. Your Content & Client Data

"Vendor Content" means data, files, text, images, video, contracts, messages, and other materials you or your users upload or transmit through the Service.

You retain ownership of Vendor Content. You grant Replyva a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, display, and process Vendor Content solely to operate, secure, improve, and support the Service and as described in our Privacy Policy.

You are the data controller for personal information you collect from your clients. Replyva acts as a processor/service provider with respect to client data you place in the Service, processing it only on your instructions as reflected in your use of the Service and our Privacy Policy.

You represent that you have all rights, consents, and legal bases necessary to upload Vendor Content and to instruct Replyva to process client data. You will provide required privacy notices to your clients.

7. Prohibited Conduct

You may not use the Service unlawfully, to infringe intellectual property, to distribute malware, to harass others, to send spam, to scrape or reverse engineer the Service (except as permitted by law), to circumvent security, to resell the Service without authorization, or to store illegal content.

See our Acceptable Use Policy for additional restrictions. Violations may result in immediate suspension without refund.

8. Intellectual Property

Replyva and its licensors own the Service, software, branding, documentation, and all related intellectual property. These Terms do not grant you any rights except the limited right to use the Service during an active subscription.

You may not copy, modify, create derivative works of, or remove proprietary notices from the Service.

If you provide feedback, you grant Replyva a perpetual, irrevocable, royalty-free license to use it without obligation to you.

9. Digital Service & Data Disclaimer

YOU ACKNOWLEDGE THE SERVICE IS A CLOUD-BASED DIGITAL PRODUCT SUBJECT TO INTERNET, HARDWARE, SOFTWARE, AND HUMAN ERROR. DATA LOSS, CORRUPTION, DELETION, UNAVAILABILITY, SYNC DELAYS, OR INCOMPLETE TRANSFERS MAY OCCUR AT ANY TIME, WITH OR WITHOUT NOTICE.

Replyva DOES NOT GUARANTEE THAT ANY DATA, FILES, GALLERIES, CONTRACTS, MESSAGES, BACKUPS, OR OTHER CONTENT WILL BE PRESERVED, RECOVERABLE, OR ERROR-FREE. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT BACKUPS OF BUSINESS-CRITICAL INFORMATION, INCLUDING CLIENT FILES, FINANCIAL RECORDS, AND LEGAL DOCUMENTS.

Optional backup, export, or restore features may be offered as a convenience and are not guaranteed. Platform backups, if any, are for disaster recovery of the platform—not a substitute for your own archival obligations.

You assume all risk for reliance on the Service for time-sensitive events (including weddings and live productions). Replyva is not liable for missed deadlines, lost business, reputational harm, or event failures.

10. Availability & Support

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NOT GUARANTEE UNINTERRUPTED, SECURE, OR ERROR-FREE OPERATION, OR THAT DEFECTS WILL BE CORRECTED.

Maintenance, updates, and outages may occur. Unless a separate signed agreement expressly provides a service level agreement (SLA), no uptime or response-time commitments apply.

Support is provided through reasonable commercial efforts via in-app channels and email. We do not provide emergency or on-site support.

11. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPLYVA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT AI-GENERATED OR AUTOMATED OUTPUTS WILL BE ACCURATE, OR THAT PAYMENTS PROCESSED THROUGH THIRD PARTIES WILL BE ERROR-FREE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER REPLYVA NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS, OR CLIENT RELATIONSHIPS, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO REPLYVA FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

These limits apply to all theories of liability (contract, tort, negligence, strict liability, or otherwise) and survive termination.

Some jurisdictions do not allow certain limitations; in those cases, our liability is limited to the fullest extent permitted by law.

13. Indemnification

You will defend, indemnify, and hold harmless Replyva and its personnel from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) Vendor Content; (c) your client relationships or services; (d) your violation of these Terms or law; (e) payment disputes between you and your clients; or (f) your use of third-party integrations.

Replyva may assume exclusive defense of any matter subject to indemnification; you will cooperate fully.

14. Payment Processing

Client payments may be processed through Stripe, Square, PayPal, or other providers you connect. Replyva is not a bank, money transmitter, or escrow agent. We do not hold client funds except as necessary to facilitate technical integration.

You are solely responsible for chargebacks, refunds, taxes, compliance with card-network rules, and disputes with your clients and payment processors.

15. Term & Termination

These Terms remain in effect while you use the Service. Either party may terminate for convenience upon notice as provided in your plan settings; you may stop using the Service at any time.

Upon termination, your right to access the Service ends. We may delete or retain Vendor Content according to our Privacy Policy and backup practices. Export data before cancellation when export tools are available.

Sections that by nature should survive (including payment obligations, disclaimers, limitation of liability, indemnity, and dispute resolution) survive termination.

16. Changes to Terms

We may modify these Terms at any time. We will post the updated version with a revised effective date and, for material changes, provide notice through the Service or email.

Continued use after the effective date constitutes acceptance. If you do not agree, you must stop using the Service and cancel your subscription.

17. Dispute Resolution & Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law rules.

Except for claims that qualify for small-claims court or injunctive relief for intellectual property misuse, any dispute arising out of these Terms or the Service shall be resolved by binding arbitration on an individual basis under the rules of the American Arbitration Association. YOU AND REPLYVA WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

The arbitration venue shall be Delaware unless the parties agree otherwise. The arbitrator may award the same damages a court could, subject to the limitations in these Terms.

Either party may seek temporary injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information.

18. General

These Terms, the Privacy Policy, and Acceptable Use Policy constitute the entire agreement regarding the Service and supersede prior agreements on the subject.

If any provision is unenforceable, the remainder remains in effect. Our failure to enforce a provision is not a waiver.

You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.

Notices to Replyva: legal@replyva.com. Notices to you: email associated with your account or in-dashboard notification.