This Site Terms of Service Agreement (“Terms”) governs your use of the GoReply marketplace platform offered by GoReply BV., doing business as GoReply (“we”, “us”, or “GoReply”), including our website (GoReply.com) and services we provide through them (collectively, the website and services referred to as our “Site”). “You” refers to you as a user of the Site.
These Terms apply to users of, including visitors to, our Site. Use of our Site is also subject to our current Acceptable Use Policy and Community Guidelines. Your use of our Site as a Expert User (defined below) is governed by the Expert Terms of Service. (“Expert Terms”).
PLEASE READ THESE TERMS CAREFULLY. By using our Site or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site.
1. GoReply Marketplace
By creating an account on our Site, you agree to provide true, accurate, current, and complete information. You agree not to create a Site account using a false identity or providing false information or if you have previously been removed or banned from our Site.
You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.
2. GoReply Responses
- Through our Site, you may obtain personalized responses (“GoReply Responses”) from business decision makers, celebrities, including athletes, actors, performers, artists, influencers, and others (each, a “Expert User”). You may submit a request to an Expert User for a GoReply Reply that is personalized for you or a third-party that you identify as a recipient (“Recipient”).
- You acknowledge and agree that the Expert User has sole discretion to determine how to answer your request or question and the content of the reply sent, and may not answer your question exactly. We reserve the right to reject any question or request at our sole discretion. The Expert User has up to seven days (at our sole discretion) to answer your questions or to fulfill or decline your request.
- Expert Users may offer the option to answer your question within a shorter time frame, such as 24 hours. If such a a request is not fulfilled within the described timeframe, GoReply may in its sole discretion either (i) issue a refund or credit for the entire booking or (ii)convert the booking to a standard GoReply request and issue a refund or credit for the difference in cost between the original booking and the cost of a standard GoReply request for the Expert User. Refunds or credits associated with such bookings will be handled as described in Section 6 (Fees and Payment).
- GoReply responses are licensed, not sold. You are buying the right (or license) to use it, not the actual GoReply response itself.
- Subject to your payment in full, the Expert User hereby grants to you the following limited rights to use the GoReply responses solely for your own personal, non-commercial, and non-promotional purposes, subject to these Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that GoReply response, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised.
- You may not sell, resell, commercialize, or encumber your rights in any GoReply Offering, including creating a non-fungible token (“NFT”) from any GoReply Offering except as agreed by GoReply in advance in writing. You may sublicense your rights in a GoReply Response only to the extent necessary for you to use the GoReply Response as permitted under these Terms (for example, sharing with friends on a social media platform or sending it to a Recipient for personal, non-commercial, and non-promotional purposes as set forth above).
- You may use a GoReply Response only in accordance with these Terms, which includes our Acceptable Use Policy / Community Guidelines. We may terminate all or part of the foregoing licenses at any time for any reason. We reserve the right to remove a GoReply Response from our Site at any time for any reason without any notice to you.
You acknowledge and agree that:
- GoReply will not be liable or responsible for any GoReply Response or other offering requested by you or any Submission (defined below) you make;
- you have no expectation of privacy with respect to any GoReply Response requested by you or any Submission (defined below) you make, and that you will not make any request or Submission that infringes on the privacy or other rights of a third-party;
- if you breach any provisions of these Terms, we terminate your access to our Site, or we remove or ban you (or any Site account you created or control), your license to use any GoReply Response, or other offering under these Terms, terminates and you must: promptly remove all copies of any GoReply Responses, or other offering, in your possession or control, including from any social media platform; notify any Recipient of the termination and instruct them to do the same, and take any other action we reasonably request, including identifying each Recipient; and
- without limiting any of our rights, any request you submit through our Site may be rejected by us or by a Expert User; if that happens more than once, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in GoReply’s sole discretion, including terminating your license to use any GoReply Responses or other offering under these Terms and requiring you to take action.
4. Additional Terms
Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available to you in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that some or all of these Terms don’t apply.
- Age: You must be at least 18 years old (or, outside of the Netherlands, the applicable legal age to enter into a contract) to use our Site.
Eligibility Representations and Warranties: You represent and warrant that:
- you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;
- you will comply with all applicable terms of any third-party payment provider we select, and you are not on a prohibited list of that payment provider;
- you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason
6. Fees and Payment
- Fees: The fee for a GoReply Response or other offering is specified on the Expert User’s booking page on our Site when you make your request. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request or purchase merchandise, including any applicable service, transaction, or processing fees.
- Currency: Transactions are settled in Euro’s (“EUR”) or US dollars ("USD"). You will be responsible for payment of any fees or expenses imposed by your payment card provider or the payment processor to settle the transaction in EUR or USD. From time to time, GoReply may settle transactions in a currency other than EUR or USD to reduce or eliminate the fees and expenses associated with currency conversion.
- Website: By providing your payment information, you agree that GoReply may place a pre-authorization hold and, after your request has been fulfilled, authorize the payment provider to immediately charge you for all amounts due and payable with no additional notice to or consent from you.
- Credits are maintained in your GoReply account.When you make a purchase on our website, if your account has a credit balance, you may choose to redeem the balance for the purchase price up to the full balance amount (you will be charged for any remaining portion of the price). Credit balances are not refundable, cannot be transferred, cannot be used outside of GoReply, and expire or extinguish immediately when redeemed.
- GoReply reserves the right (but is under no obligation) to cancel your request for any GoReply Response or other offering if: (i) your payment method is declined; or (ii) you have previously been banned or removed from our Site for any reason. GoReply also reserves the right at any time to change its fees and payment procedures, including its payment options and terms, either immediately upon posting on our Site or by other notice to you.
- Portion of Payment to Expert: Any payment for a GoReply Response or any other offering, feature, or service on our Site, will be divided between GoReply and the Expert as provided for in Section 4.c of the Expert Terms of Service.
- Payment Questions: If you have a question about a purchase made or a charge to your payment card, please contact us at hello@GoReply.com. We have the sole discretion to determine how billing disputes between us will be resolved.
- Taxes: If your purchase obligates GoReply to collect VAT, use tax, or any other equivalent tax (“Value Added Tax”) from you, GoReply will collect VAT in addition to the fee for your purchase. If you have not remitted applicable VAT to GoReply, you will be responsible for the payment of the VAT (and any related penalties or interest) to the appropriate tax authority and you will indemnify GoReply for any liability or expense GoReply may incur in connection with the payment of VAT on your purchases. At GoReply’s request, you will provide reasonable assistance and documentation relating to the payment of VAT on your purchases from GoReply (for example, official receipts issued by the appropriate tax authority confirming that you have paid all applicable taxes).
- You acknowledge and agree that each GoReply Response or other offering from an Expert User is owned by the Expert User who created it.
- You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, and create derivative works (for example, translations, adaptations, compilations, excerpts, or modifications) of the following for the purposes of operating and providing our Site, developing and improving our products and services, and advertising, marketing, and promoting our Site and our products and services: (i) any request (response, video, text, audio, or otherwise) that you make or send to any Expert User, including information concerning any Recipient; and (ii) any submission that you make to GoReply, whether through our Site, a social media platform, third-party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, customer service request, Feedback (defined below), review, photo, video, email, text, audio, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and collectively, a “Submission”). You represent and warrant that you either: (x) own all rights to any Submission; or (y) have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed. GoReply will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you, a Recipient, or a third party.
- We may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from our Site. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in our sole discretion for violation of these Terms.
- GoReply desires to avoid the possibility of future misunderstandings if a project developed by any GoReply Party (as defined below) may seem similar to your Submission. If your Submission consists of any idea, suggestion, proposal, plan, or other material related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that GoReply has no obligation (including no obligation of confidentiality or privacy) with respect to that Feedback, and you grant to GoReply a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.
- You hereby waive any and all moral rights or “droit moral” that you may have in any Submission, including Feedback, and you represent and warrant that no third party has any moral, “droit moral,” or other rights in Submission, including Feedback.
8. Copyright and Intellectual Property Policy
Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that materials on our site infringe copyright, please send the following information to the Copyright Agent named below:
- your address, telephone number, and email address;
- a description of the work that you claim is being infringed;
- a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;
- a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”;
- an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
Copyright Agent: GoReply BV
Oude Boteringestraat 71
9712 GG Groningen
If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.
- Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.
10. Third-Party Content and Interactions
Our Site may contain features and functionalities that link to or provide you with access to third-party content, that is completely independent of GoReply, including GoReply Responses, Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. The contents of GoReply Responses and other offerings that allow interactions with third parties, including between Users, on GoReply are the sole responsibility of the people involved in those interactions. GoReply is not responsible for the content of the interactions you may have with third parties through GoReply Responses or other offerings. You should make whatever investigation you feel necessary or appropriate before proceeding with any contact or interaction, in connection with our Site or otherwise. However, you agree not to contact or interact with any Expert User except as expressly permitted through our Site. You also agree that GoReply may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with GoReply if it does so. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities of any kind or nature incurred as the result of any such interaction. You hereby release each GoReply Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Site.
12. Changes to our Site
You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.
13. Termination and Reservation of Rights
You may cancel your Site account at any time by contacting a member of the GoReply team at contact@GoReply.com. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.
You agree to indemnify, defend, and hold harmless GoReply and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, vendors, and licensors (each, a “GoReply Party,” and collectively, “GoReply Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature arising from, out of, in connection with, or relating to: (a) these Terms; or (b) use of our Site. GoReply may select counsel for and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.
15. Disclaimers and Limitations on our Liability
- You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the GoReply Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.
- In particular, the GoReply Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third-party website linked to or integrated with our Site. You acknowledge and agree that the GoReply Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content posted or shared through our Site.
- You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any GoReply Response, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a GoReply Repsonse, will create any warranty not expressly made by us.
- You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that GoReply is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against any GoReply Party with respect thereto.
- To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any GoReply Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not GoReply has been advised of the possibility of such damages.
- To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by GoReply from you during the 12 months preceding the claim giving rise to such liability.
- Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
- You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between GoReply and you.
16. Other Provisions
- Force Majeure: Under no circumstances will any GoReply Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), epidemics, natural disasters, unavoidable accidents, internet and communication service interruptions, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any GoReply Party.
- Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws in Groningen, the Netherlands, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in Groningen, The Netherlands. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
- Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
- No Waiver or Amendment: The failure by GoReply to enforce any right or provision of these Terms will not prevent GoReply from enforcing such right or provision in the future and will not be deemed to modify these Terms.
- Assignment: GoReply may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
- Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.
17. Changes to these Terms
We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.