DigiReply Terms of Use

This document, together with our Privacy Policy and Cookies Policy, forms the binding legal agreement (the "Agreement") between DigiReply, a company incorporated in New Zealand with its registered office as recorded in the New Zealand Companies Register [NZBN: 9429052842634] ("DigiReply", "we", "us", "our"), and the individual or entity registering for, accessing, or using the services we provide ("Customer", "you", "your"). Collectively, we are referred to as the "Parties", and individually as a "Party".

DigiReply provides its services in compliance with applicable laws in New Zealand (NZ), the European Union (EU), the United States (US), and Australia (AU).

BY CREATING AN ACCOUNT, ACCESSING, OR UTILIZING ANY OF OUR SERVICES, YOU CONFIRM THAT:

• (I) YOU HAVE READ, FULLY UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS WITHIN THIS AGREEMENT (INCLUDING THE PRIVACY POLICY AND DPA).
• (II) YOU POSSESS THE NECESSARY LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY YOU REPRESENT (IF APPLICABLE) AND TO BIND THAT ENTITY TO THESE TERMS.
• (III) YOUR USE OF THE SERVICES IS INTENDED FOR LEGITIMATE COMMERCIAL OR BUSINESS OPERATIONS.

If you lack the authority, do not understand, or disagree with any part of this Agreement, you must not register for, access, or use the Services.

Ready to streamline your operations? Let's outline our partnership:

This Agreement becomes effective on the date you first register for an Account, access the Services, or execute a specific Order Form with us, whichever occurs earliest (the "Effective Date"). Your continued use signifies acceptance.

Table of Contents

• Definitions
• General Terms
• Access and Use of the Services
• Acceptable Use Policy
• Third-Party Services & Components
• Ownership and Confidentiality
• Fees and Payment Terms
• Subscription Terms
• Warranties and Disclaimers
• Limitation of Liability
• Final Provisions

Definitions

Key terms used in this Agreement:

• Account: The unique account created by the Customer to access and manage the Services.
• Authorized User: An individual (e.g., employee, contractor) designated and authorized by the Customer to use the Services under the Customer's Account and subscription plan. Role types (like Admin, Team Member) may have different permissions.
• Confidential Information: Any non-public information disclosed by DigiReply, including but not limited to software, technical data, trade secrets, algorithms, business strategies, pricing, customer lists, performance metrics, know-how, and the terms of this Agreement. This applies whether marked "Confidential" or if the nature of the information reasonably implies confidentiality. Customer must not use or disclose this information without DigiReply's prior written consent.
• Customer Data: Any data, content, information (including Personal Data), materials, text, chat logs, training inputs, files uploaded via the Services, or media uploaded, generated, transmitted, or stored by the Customer, Authorized Users, or End-Users through the Services.
• End-User: A customer, visitor, or other third party interacting with the Customer through the Services (e.g., someone chatting via the DigiReply chatbot on your website).
• Guest User: A user granted limited, specific access to certain Account features by the Customer for purposes like collaboration or evaluation, subject to restrictions defined by DigiReply and the Customer. They do not have full operational rights like Authorized Users.
• Order Form: A separate document mutually agreed upon by the Parties specifying particular Services, subscription terms, fees, and other commercial details, governed by and incorporated into this Agreement.
• Services: The SaaS solutions provided by DigiReply, including the AI-enhanced chatbot system, support ticket system, Taskboard, Social Media Scheduler (including beta versions), Omnichannel Dashboard, associated APIs, software, features, websites (Sites), and support, whether offered on a trial, free, or paid basis. Excludes Third-Party Services and explicitly designated Beta Features outside standard offerings unless otherwise stated.
• Personal Data: Information relating to an identified or identifiable natural person, processed under the Customer's Account, as further defined in applicable data protection laws (like GDPR, NZ Privacy Act).
• Site(s): DigiReply's websites (e.g., **digireply.com**) and applications through which the Services are accessed.
• Third-Party Services: External websites, applications, platforms (like Shopify, WooCommerce), or services not owned or controlled by DigiReply, which may integrate or interact with the Services.

1. General Terms

1.1. Connectivity

Securing and maintaining your own internet connection and compatible hardware/software needed to access the Services is your responsibility. DigiReply does not guarantee compatibility with all third-party software or networks.

1.2. Agreement Updates

This Agreement may be updated periodically. The current version will always be available on our Site(s). We recommend checking it regularly. We reserve the right to modify this Agreement at our discretion. Changes become effective immediately upon posting. However, for modifications impacting your payment obligations, we will provide at least 30 days' advance notice via email or within your Account. If you do not expressly reject these payment changes within 7 days of the notice, they are considered accepted. Continued use of the Services after any update constitutes your acceptance of the revised terms. If you disagree with the changes, your sole remedy is to stop using the Services and close your Account.

2. Access and Use of the Services

2.1. Account Information

You agree to provide and maintain accurate, complete, and current information for your Account throughout the term of this Agreement.

2.2. Account Administration

If you, as the initial party accepting this Agreement, assign administrative rights to another person or entity, you remain fully responsible for all obligations under this Agreement.

2.3. User Credentials & Limits

Access to the Services requires logging in via designated Site(s). Each Customer Account is assigned credentials (like usernames/passwords) for Authorized Users and potentially Guest Users. Each login credential is for a single, named individual and must not be shared or used concurrently by multiple people. Credentials can be reassigned to new individuals replacing former users who no longer need access. You are responsible for safeguarding all credentials. DigiReply may monitor usage to ensure compliance with subscription limits (e.g., number of bots, chats, users, projects). If usage exceeds your plan limits, or if DigiReply deems usage excessive or detrimental to the Services, we may: (i) charge you for the additional usage or required plan upgrade at current rates; and/or (ii) suspend or limit your access. We may provide notice but are not obligated to. You are responsible for all costs arising from excessive usage.

2.4. Guest Users

Guest Users have limited access defined by the Customer and DigiReply, typically for collaboration or review, and are not full operational users.

2.5. Age Requirement

You must be at least 16 years old to register for and use the Services. DigiReply does not knowingly collect information from or provide Services to individuals under 16. If we become aware of such usage, we will terminate the Account and endeavor to delete associated data promptly.

2.6. Responsibility for Users

You are responsible for ensuring all your Authorized Users, Guest Users, and End-Users comply with this Agreement. All activity occurring under your Account is your responsibility. You must ensure your use (and your users' use) of the Services, including storing and transmitting Customer Data, complies with all applicable laws, regulations, and your own privacy policies or agreements. Ensure users are appropriately trained on compliant use.

2.7. Data Authorization

You represent and warrant that you have all necessary rights, consents, and permissions required by applicable law (including data protection laws like GDPR, NZ Privacy Act, CCPA, etc.) to provide Customer Data to DigiReply and to authorize its processing as described in this Agreement and our Privacy Policy/DPA, especially concerning End-User data collected via chatbots or ticketing systems.

2.8. Data Processing

Upon Account creation, data processing commences as outlined in our Privacy Policy and DPA. You acknowledge you have read and understood these documents. We collect and use data related to your Account and interactions as described therein, adhering to relevant privacy regulations (NZ, EU, US, AU).

2.9. Technical Understanding

You confirm you understand the technical requirements for using the Services and accept the inherent risks of electronic data transmission.

2.10. Third-Party Integrations

DigiReply may facilitate integrations with Third-Party Services (e.g., Shopify, WooCommerce, Facebook, Instagram). Your use of these integrations is subject to the terms and privacy policies of those third parties. Any data exchange between you and a third-party provider via an integration is solely between you and that provider. DigiReply does not warrant or support Third-Party Services and is not responsible for their actions, data handling, security, or availability. We may cease supporting an integration at any time without liability or refund.

3. Acceptable Use Policy

3.1. Your Responsibility

You are solely and strictly liable for all Customer Data, including any files uploaded via the Support Ticketing system or Taskboard, data used for chatbot training, and any activity that occurs under your Account. Do not attempt to access other customers' accounts or data. Furthermore, you are solely responsible for your Customer Data and the consequences of posting, publishing, uploading, or using them through the Services, in any way. DigiReply shall have no responsibility or liability whatsoever for Customer Data, including uploaded files or training data, or other materials submitted, provided, or generated by the Customer, its Authorized Users, Guest Users, and/or its End-Users.

3.2. Customer Data Ownership

You retain all ownership rights to your Customer Data. You grant DigiReply a worldwide, non-exclusive, royalty-free license to use, process, transmit, and disclose Customer Data solely as necessary to provide, maintain, and improve the Services for you, and as otherwise permitted by this Agreement or required by law.

3.3. Our Access to Data

DigiReply does not monitor or access your Customer Data except in limited circumstances: (i) when requested or directed by you or your Authorized Users for support purposes; (ii) for technical maintenance, backups, or troubleshooting necessary for Service functionality; (iii) if required by law, subpoena, or valid legal process from authorized authorities (we will notify you if legally permitted); (iv) for security purposes, like automated scanning of metadata to detect threats, fraud, or policy violations, or to protect our systems and users.

3.4. Prohibited Activities

You agree not to use the Services for any unlawful, harmful, infringing, unsolicited, or disruptive purposes. This includes, but is not limited to:

• Uploading or transmitting content that infringes any intellectual property, privacy, or other rights.
• Interfering with, disrupting, or imposing an unreasonable load on the Services or connected networks.
• Attempting unauthorized access, hacking, reverse engineering, decompiling, or modifying the Services or related systems.
• Misrepresenting identity, origin of communications ("spoofing", "phishing"), or impersonating others.
• Using the Services in violation of applicable laws (including data protection, marketing, and telecommunications laws), such as failing to obtain necessary consents from End-Users for chat interactions, data collection, or automated responses.
• Transmitting viruses, malware, or other harmful code.
• Using the Services for high-risk automated decision-making in sensitive areas (finance, health, legal, etc.) without appropriate human oversight and safeguards.
• Misrepresenting AI-generated content (e.g., chatbot responses) as being solely human-generated, where applicable regulations or ethical standards require disclosure.
• Using the Services for benchmarking or competitive analysis intended to harm DigiReply.
• Violating the terms of any integrated Third-Party Service.
• Uploading files containing sensitive personal or financial information in violation of Section 3.11, or uploading prohibited file content in violation of Section 3.12.
• Providing or using illegal, infringing, harmful, or prohibited content as chatbot training data in violation of Section 3.13.
• Embedding or deploying the Services in prohibited environments as outlined in Section 3.14.
• Allowing or encouraging any third party to do any of the above.

3.5. Sanctions Compliance

You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to comprehensive economic sanctions imposed by New Zealand, the United Nations, the EU, the US, or Australia, and that you are not named on any relevant restricted party list. You will not use the Services in violation of such sanctions. Notify us immediately if your status changes.

3.6. Network Responsibility

You are responsible for procuring and maintaining the network connections and compatible browser software needed to connect to the Services. DigiReply is not responsible for issues arising from your network, the internet, or data transmission across networks not controlled by us.

3.7. Business Use

You agree to use the Services primarily for your legitimate internal business purposes in compliance with this Agreement and applicable law. Any non-business use requires prior written consent from DigiReply.

3.8. Compliance Violations

Any failure by you, your users, or representatives to comply with applicable laws or this Agreement (especially regarding prohibited activities, data protection, IP rights, confidentiality, or unauthorized access) constitutes a material breach.

3.9. Restrictive Actions

If DigiReply reasonably determines, in its sole discretion, that you or your users have violated any of your obligations outlined in the Agreement or applicable law, including but not limited to uploading prohibited files (Section 3.12), using prohibited chatbot training data (Section 3.13), embedding the Services in prohibited environments (Section 3.14), or otherwise pose a threat to the Services, other users, or third parties, we reserve the right to take immediate action ("Restrictive Actions"). This may include suspending or terminating your Account, blocking access, or restricting specific features, with or without prior notice (unless notice is legally required). Such actions are determined on a case-by-case basis and are not solely automated. Violation involving illegal content (such as prohibited files or training data, or prohibited embedding) may also result in reporting to relevant law enforcement authorities and potential legal action initiated by DigiReply or affected third parties. DigiReply is not liable for any consequences resulting from necessary Restrictive Actions. Upon suspension or termination, your right to access the Services ceases, and Customer Data may become inaccessible or be deleted according to our policies.

3.10. Indemnification

You agree to indemnify, defend, and hold harmless DigiReply, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) your Customer Data (including claims of infringement or privacy violation related to uploaded files or training data); (ii) your (or your users') breach of this Agreement or applicable laws (including violations of Sections 3.11, 3.12, 3.13, 3.14); (iii) your (or your users') use of the Services in violation of the Acceptable Use Policy; (iv) your relationship with your End-Users; (v) your use of Third-Party Services or integrations.

3.11. File Uploads – Sensitive Information

The Services provide features allowing you and your Authorized Users to upload files within the Support Ticketing system and the Taskboard system. While DigiReply implements reasonable security measures for data storage and transmission, you acknowledge and explicitly agree NOT to upload files containing highly sensitive personal information or confidential data for which unauthorized access or disclosure could cause significant harm, and for which the platform is not explicitly designed or secured. This includes, but is not limited to, credit card numbers, bank account details, government-issued identification numbers (like social security, passport, or driver's license numbers), personal health information (unless processed under a separate, specific Business Associate Agreement, if offered and applicable), authentication credentials (like passwords), or other categories of data defined as 'sensitive' or 'special category' under applicable data protection laws. You upload files entirely at your own risk. DigiReply disclaims all liability and responsibility for the security, loss, deletion, corruption, or unauthorized access or disclosure of any files uploaded by you or your users, regardless of the security measures in place. You are solely responsible for maintaining backups of your important files.

3.12. File Uploads – Prohibited Content

You are strictly prohibited from uploading, storing, or transmitting any files via the Services that:

• Are illegal under the laws of New Zealand, EU member states, the United States (federal or state), Australia, or any other applicable jurisdiction.
• Contain viruses, malware, ransomware, trojan horses, worms, time bombs, spyware, or any other malicious or harmful computer code, files, or programs.
• Constitute or contain pornography, explicit depictions of non-consensual sexual content, child sexual abuse material (CSAM), or promote illegal sexual services.
• Contain excessively graphic violence, promote self-harm, or constitute terrorist content.
• Infringe upon the intellectual property rights (including copyright, trademark, patent, trade secret) of any third party.
• Are defamatory, libelous, unlawfully harassing, threatening, abusive, discriminatory, or promote illegal activities or hate speech directed at individuals or groups based on attributes like race, religion, ethnicity, national origin, sexual orientation, gender identity, disability, or veteran status.
• Violate the privacy rights or data protection rights of others.

3.13. Chatbot Training Data

You are solely responsible for all Customer Data used to train, configure, or provide context to your chatbots via the Services (including Q&A pairs, knowledge base articles, intent examples, workflow logic, and any data ingested by the bot). This data must NOT contain any illegal, infringing, defamatory, harassing, discriminatory, pornographic, abusive, violent, harmful, malicious, or otherwise prohibited content as generally outlined in Section 3.12 or other parts of this Agreement. You must ensure that your training data, and the chatbot's resulting behavior based on that data, complies with all applicable laws (including data protection regulations like GDPR, CCPA, etc.) and does not violate the rights of any third party. DigiReply is not responsible for reviewing the suitability or legality of your training data, nor for the outputs, responses, actions, or legality of chatbots trained or configured using Customer Data provided by you.

3.14. Prohibited Embedding Environments

You are expressly prohibited from embedding, integrating, or otherwise deploying any DigiReply Service (including chatbots or ticketing forms) onto any website, application, or digital property that primarily hosts, promotes, distributes, or facilitates access to content that is illegal, infringing, pornographic, excessively violent, abusive, hateful, discriminatory, defamatory, associated with terrorism, promotes dangerous goods or activities, or is otherwise objectionable in DigiReply's reasonable discretion (consistent with the prohibitions in Section 3.12). This prohibition applies strictly, regardless of whether the DigiReply Service itself (e.g., the chatbot) has been trained with or configured to generate or display such prohibited content. Violation of this clause is grounds for immediate suspension or termination of your Account as outlined in Section 3.9.

4. Third-Party Services & Components

4.1. Third-Party Services

The Services may allow linking or integration with Third-Party Services. DigiReply does not control and is not responsible for these services, their content, availability, security, or data practices. Your use is governed by their terms and policies, which you should review. Ensure you have necessary End-User consents for data sharing with these services. DigiReply is not liable for any damage or loss caused by your use of or reliance on Third-Party Services. We may discontinue integrations at any time. Data processed by Third-Party Services may be used for their own purposes as outlined in their privacy policies.

4.2. Third-Party Components

The Services may include software components licensed from third parties, including open-source software ("Third-Party Components"). Your use of these components is subject to their respective licenses, which prevail over this Agreement regarding those specific components. DigiReply disclaims liability related to Third-Party Components and makes no warranties about them. The inclusion of such components does not render the Services "open source".

5. Ownership and Confidentiality

5.1. DigiReply IP

DigiReply exclusively owns all rights, title, and interest, including all intellectual property rights, in and to the Services, our Sites, software, technology, documentation, branding, logos, trademarks, and any content or materials we provide ("DigiReply Content"). This Agreement grants you a limited right to use the Services, not an ownership interest.

5.2. Confidentiality Obligations

5.2.1. Scope

DigiReply's Confidential Information is disclosed for informational purposes only under strict confidentiality. You gain no license or rights beyond what's needed to use the Services as permitted.

5.2.2. Protection

You agree to protect DigiReply's Confidential Information using at least the same degree of care you use for your own confidential information (but no less than reasonable care). Prevent unauthorized use, access, or disclosure. You may share it only with your employees, contractors, or potential investors/acquirers who have a need-to-know and are bound by confidentiality obligations at least as strict as these. You are responsible for their compliance.

5.2.3. Compelled Disclosure

If legally required to disclose DigiReply's Confidential Information, you'll provide us with prior notice (if allowed by law) and reasonable assistance to contest or limit the disclosure.

5.2.4. Survival & Return

Confidentiality obligations survive termination of this Agreement for 3 years. Upon termination or our request, you must return or destroy all DigiReply Confidential Information (including copies), except for securely archived electronic copies made during routine backups that are not readily accessible. Remaining copies stay confidential.

5.3. Feedback

If you provide any suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), you grant DigiReply a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, incorporate, and exploit the Feedback for any purpose (including improving Services, developing new ones, marketing) without restriction or compensation to you.

6. Fees and Payment Terms

6.1. Fees

You agree to pay all fees associated with your chosen subscription plan according to the rates listed on our Site(s) or as specified in a separate Order Form. Fees are based on the plan you select and your usage. Promotions or discounts typically apply only for the initial term specified. Renewals will be at the standard rates then in effect, unless otherwise agreed.

6.2. Free Trials/Plans

Use of Services during a free trial period or under a designated free plan is subject to the terms herein, potentially with limitations specified on the Site(s).

6.3. Payment & Invoicing

Payments are processed electronically via third-party payment processors. You authorize us (or our processor) to charge your chosen payment method. Invoices and receipts will be provided electronically, accessible in your Account.

6.4. Late Payments

If payment is not received by the due date, DigiReply may, without limiting other remedies: (i) suspend your access to the Services until payment is made; and/or (ii) charge interest on the overdue amount at the maximum rate permitted by law.

6.5. Billing Information

You must provide and maintain complete and accurate billing and contact information. Notify us promptly of any changes.

6.6. Fee Changes

DigiReply reserves the right to change fees or introduce new charges upon reasonable prior notice (typically aligned with your renewal cycle, or with at least 30 days' notice for other changes).

6.7. Taxes

All fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments, including value-added tax (VAT), sales tax, goods and services tax (GST), use, or withholding taxes, imposed by any jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases. If DigiReply is legally obligated to collect or pay Taxes for which you are responsible, the amount will be invoiced to and paid by you, unless you provide a valid tax exemption certificate. Payments must be made without set-off or deduction, except as required by law. If withholding is legally required, you will pay an additional amount to ensure DigiReply receives the full invoiced fee.

7. Subscription Terms

7.1. No Refunds

All payments are final and non-refundable. We do not provide refunds or credits for partial subscription periods, unused time, plan downgrades, or if you close your account before the end of your subscription term, regardless of the reason.

7.2. Policy Rationale

This policy ensures equal treatment for all customers and helps keep administrative costs low.

7.3. Trial Services

7.3.1. Access

New customers may be offered a free trial of certain Services for a limited period. No credit card is required initially. Trials are subject to this Agreement.

7.3.2. "As Is"

Trial Services are provided "as is" and "as available" without warranty. We don't guarantee they will meet your requirements or be error-free.

7.3.3. Limited Liability (Trial)

DigiReply's liability related to Trial Services is significantly limited. We have no indemnification obligations for trials. Unless prohibited by law, our maximum aggregate liability for Trial Services will not exceed NZD $100 (or equivalent).

7.3.4. Your Liability (Trial)

You remain fully liable for damages arising from your misuse of Trial Services or breach of this Agreement during the trial.

7.3.5. Duration & Termination

Trial duration is determined by DigiReply. We can modify or terminate the trial offer or your trial access at any time without notice or liability. Your right to use the trial features ends upon expiration or termination.

7.4. Free Plans

If you use a designated free plan, the terms applicable to Trial Services (especially sections 7.3.2 - 7.3.5) generally apply, along with any specific limitations described for the free plan.

7.5. Paid Services

7.5.1. Conversion

To continue using paid features after a trial, you must provide valid payment information and subscribe to a paid plan. You are responsible for all charges incurred.

7.5.2. Term & Renewal

Paid subscriptions are for the period selected (e.g., monthly, annually) ("Subscription Period"). Subscriptions automatically renew for successive periods equal to the initial term unless you cancel your Account before the renewal date or unless otherwise agreed in an Order Form.

7.5.3. Cancellation/Termination

• By You: You can cancel your paid subscription by closing your Account through the designated process within the Services before your next renewal date. Closing the Account terminates access immediately. No refunds are given for the remaining period.
• By DigiReply: We may suspend or terminate your paid Services immediately, without refund, if you breach this Agreement, violate laws, or engage in faulty/unlawful use.

7.5.4. Modification Before Closure

If you request cancellation but then modify your subscription (e.g., add users) before the closure is finalized, the cancellation is voided, your subscription continues, and you will be charged accordingly (including prorated charges for additions).

7.5.5. No Liability for Termination

DigiReply is not liable for any damages resulting from the suspension or closing of an Account by either party.

7.6. Beta Features and Services

7.6.1. Offering

We may offer access to pre-release features or services ("Beta Features"), like the Social Media Scheduler currently in beta. These are not considered part of the standard Services unless officially launched.

7.6.2. Voluntary Use & Risks

Your use of Beta Features is voluntary, solely for testing and feedback. You accept all risks. You permit DigiReply and necessary partners to access associated Customer Data for support, improvement, and troubleshooting. Information about Beta Features is confidential.

7.6.3. Potential Fees

We might charge for some Beta Features, but the terms in this section 7.6 still apply.

7.6.4. No Guarantees

DigiReply can modify, suspend, or discontinue Beta Features, or delete associated data, at any time without notice or liability. We are not obligated to release them commercially.

7.6.5. Beta Feedback

Feedback you provide on Beta Features ("Opinions") grants us the same broad license as regular Feedback (see 5.3) to use and exploit it without compensation.

7.6.6. "As Is" Beta

Beta Features may be incomplete, contain bugs, and change frequently. They are provided "as is" and "as available" without warranties or commitments for maintenance or support.

7.6.7. Beta Liability Disclaimer

We disclaim all obligations and liabilities regarding Beta Features (support, warranty, indemnity).

7.6.8. Limited Liability (Beta)

Notwithstanding anything else, DigiReply's maximum aggregate liability related to Beta Features is limited to NZD $100 (or equivalent). We have no obligation to defend or indemnify you for claims arising from your use of Beta Features.

8. Warranties and Disclaimers

8.1. Limited Warranty

DigiReply warrants that it will provide the Services using reasonable care and skill. If the Services significantly fail to conform to applicable documentation, and you notify us, our sole obligation (and your sole remedy) will be, at our discretion, to: (i) use reasonable efforts to correct the non-conformity; (ii) provide a workaround; or (iii) terminate the affected Service and provide a pro-rata refund for prepaid, unused fees for that specific Service. If infringement is claimed, we may, at our option: (a) secure the right for you to continue using the Service; (b) replace or modify it to be non-infringing; or (c) terminate the affected Service and provide a refund as above.

8.2. General Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 8.1, THE SERVICES AND ALL RELATED CONTENT AND SITES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DIGIREPLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF VIRUSES OR HARMFUL CODE, OR THAT DATA (INCLUDING UPLOADED FILES) WILL NOT BE LOST. NO ADVICE OR INFORMATION OBTAINED FROM DIGIREPLY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

8.3. Specific Exclusions

DigiReply has no liability arising from: (i) use of Services in a modified form or combined with materials not provided by us; (ii) third-party actions; (iii) Customer Data issues (including loss, corruption, or unauthorized access to uploaded files or issues arising from training data); (iv) your failure to comply with this Agreement (including the Acceptable Use Policy); (v) internet/network issues beyond our reasonable control; (vi) use of equipment or instructions provided by you; (vii) suspension or termination of your Account; (viii) issues caused by Third-Party Services or Components.

8.4. External Factors & Maintenance

Service availability may be affected by factors beyond our control (force majeure, third-party actions, your equipment). Such disruptions do not constitute a breach. We may perform scheduled or emergency maintenance, which might temporarily suspend Services, without liability.

8.5. Exclusive Remedy

The remedies stated in Section 8.1 are your sole and exclusive remedies for any breach of the limited warranty provided therein.

9. Limitation of Liability

9.1. Exclusion of Indirect Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR ITS AFFILIATES, SUPPLIERS, OFFICERS, OR EMPLOYEES) SHALL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, DATA (INCLUDING LOSS OF OR DAMAGE TO UPLOADED FILES OR TRAINING DATA), OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE).

9.2. Limitation on Direct Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, DIGIREPLY'S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO DIGIREPLY FOR THE APPLICABLE PAID SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THIS LIMITATION DOES NOT APPLY TO YOUR OBLIGATION TO PAY FEES. FOR FREE TRIALS, FREE PLANS, AND BETA FEATURES, LIABILITY IS FURTHER LIMITED AS SPECIFIED IN SECTION 7.

10. Final Provisions

10.1. Severability

If any provision of this Agreement is found invalid, illegal, or unenforceable in any jurisdiction, it will not affect the validity of the remaining provisions or the validity of that provision in other jurisdictions. The provision will be modified to the minimum extent necessary to make it enforceable, preserving the original intent as much as possible.

10.2. Order of Precedence

If there's a conflict between documents, the order of precedence is: (1) specific Order Form (for terms it covers), (2) the Data Processing Addendum (for data processing matters), (3) this Terms of Use Agreement, (4) the Privacy Policy.

10.3. Governing Law and Dispute Resolution

This Agreement and any disputes arising from it shall be governed by and construed in accordance with the laws of New Zealand, without regard to its conflict of laws principles. The Parties agree to the exclusive jurisdiction of the courts located in New Zealand to resolve any legal matter arising from this Agreement. Before initiating court proceedings, the Parties agree to first attempt to resolve any dispute amicably through good-faith negotiation or mediation for at least 30 days. This choice of law and venue does not prevent consumers from relying on mandatory provisions of their local law where applicable consumer protection regulations require it. The UN Convention on Contracts for the International Sale of Goods does not apply.

10.4. Notices

Notices to DigiReply should be sent to support@digireply.com or the address listed at the beginning of this Agreement. Notices to you will be sent to the email address associated with your Account or posted within the Services.

10.5. Assignment

You may not assign this Agreement without our prior written consent. DigiReply may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

10.6. Entire Agreement

This Agreement (including the Privacy Policy, DPA, and any Order Forms) constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements or understandings, written or oral.

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