Terms of Service
Last updated October 13, 2026 · Version 2.0
The short version (this summary does not replace the Terms)
This box is a plain-language guide to the main points. It does not replace, limit or change the Terms below. If anything in this box differs from the Terms, the Terms govern.
- Businesses only. Aphily is for businesses, not consumers. The person who accepts must be at least 18 and, if accepting for a company, able to bind it.
- Signed contracts come first. If your company has signed an Order Form or an Enterprise Agreement with us, that document governs the matters it covers. Our Data Processing Addendum governs the processing of personal data.
- Business use is allowed. You may use the Services for your own commercial outreach, including email and LinkedIn messages sent through our automation, within these Terms, our Acceptable Use Policy and the law.
- You approve before anything is sent. Nothing goes to a prospect until you approve the segment, the list, the sample messages and the launch. Once you approve a campaign, the messages sent in it are your communications.
- AI can be wrong. Our agents produce analyses and messages with AI. Review them, especially any claim about your own company.
- Valid Leads. Paid Plans include a monthly number of Valid Leads, stated in your order. A Valid Lead passed our checks when we delivered it: a verified business email address, or a LinkedIn profile showing a matching current role. That does not mean a message will be delivered, read or answered. If we fall short in a month, we add the shortfall to the next month. That credit is your remedy for a shortfall, except that you may leave your Plan after a repeated serious shortfall, as Section 13.6 explains.
- No promised results. We do not promise replies, meetings, pipeline or revenue.
- You are the sender. You must have the right to contact each person under the law of the place where that person is, and your messages must carry the notices that law requires.
- We run your sending infrastructure. We buy, warm and manage sending domains and inboxes for you, and we may slow or pause sending to protect them. When you leave, you can ask us to transfer the domains to you.
- The LinkedIn risk is yours. The LinkedIn Channel runs through your own account. LinkedIn can restrict that account, including for automated activity, even when activity stays within our limits. The same applies to any other social account you connect.
- Minimum term. The Startup plan has a minimum term of six months, and an annual plan twelve months, counted from your Live Date. You cannot cancel the minimum term early. After it, your Plan continues month to month. To cancel, email info@aphily.com at least 31 days before the end of the billing month you want to be your last.
- Payment. You pay by card through Stripe, either monthly by automatic charge or in one discounted payment for the whole minimum term. Fees are non-refundable except in the few cases listed in Section 23.1.
- Your data and your output. You keep your data. The messages, reports and analyses we create for you are yours. You may use the contact data we deliver for your own outreach, even after you leave, but you may not sell or share it.
- Limits and disputes. Our liability is capped. New York law applies. Disputes go to international arbitration seated in New York, and claims must be brought within one year.
1. About these Terms
1.1 Who we are.These Terms of Service (the "Terms") are an agreement between Aphily, Inc., a Delaware corporation whose address is 2810 N Church St, STE 88768, Wilmington, DE 19802, USA ("Aphily", "we", "us" or "our"), and the business that accepts them or uses the Services ("Customer", "you" or "your").
1.2 What these Terms cover. These Terms govern your use of the Website and of the Services, including the Platform, the dashboard, the Agents and their Output, the Master Inbox, reporting, the Invisible CRM and the Aphily MCP, the Managed Infrastructure, the LinkedIn Channel and other social channels, and Aphily Data.
1.3 How you accept. You accept these Terms when you (a) tick the acceptance box next to a link to these Terms and complete sign-up or checkout; (b) as the account owner or an administrator, accept them in the dashboard; or (c) sign an Order Form that refers to them. If you use the Services without having accepted in one of these ways, for example under an invitation, you accept these Terms by using the Services after we have shown you a notice that your use is subject to them. Before you buy a Plan, checkout shows you an Order Summary with the details of your Plan and a short summary of key terms. The Plan details in the Order Summary form part of your contract under Section 3.2. The key terms summary is a guide only and does not change these Terms. If you do not agree to these Terms, do not use the Services.
1.4 Accepting for a business.If you accept these Terms on behalf of a company or other organisation, you confirm that you have authority to bind it, including authority to agree to the dispute terms in Section 34, and "you" means that organisation. If you do not have that authority, you must not accept these Terms or use the Services.
1.5 Documents that form part of these Terms. The following are part of these Terms by reference: (a) the Acceptable Use Policy at aphily.com/acceptable-use; (b) the Data Processing Addendum at aphily.com/dpa; (c) the Plan details in your Order Summary; and (d) any Order Form. Our Privacy Policy explains how we handle personal data where we act as a controller. It is a notice, not a contract term.
1.6 Record of acceptance. We keep an electronic record of each acceptance, including who accepted (with their name and job title), for which business, when, from which device and network address, and which version of each document was accepted. We make a copy of the accepted documents and your Order Summary available to you by email or in the dashboard. Your electronic acceptance forms a binding contract. To the extent the law allows, it satisfies any requirement that these Terms, including the arbitration agreement in Section 34.3 and the choice of court in Section 34.4, be in writing or signed.
1.7 Plain language. We have tried to write these Terms in plain language. Plain wording does not make any clause less binding.
2. Definitions
In these Terms, the following words have these meanings.
"Activation Date" means the date on which we confirm, by email or in the dashboard, that your paid account is active after checkout.
"Aggregated Data" means data derived from use of the Services that has been aggregated and de-identified so that it does not identify you, any User or any individual and is not reasonably capable of being linked back to any of them, including statistics and patterns about which kinds of messages, segments and timing perform well, provided they do not contain your content.
"Agents" means the AI agents in the Platform, including the Partner Agent (the chat interface) and specialist agents for research, ICP definition, prospecting, copywriting, campaigns, infrastructure, intelligence and reporting, as they change over time.
"Aphily Data"means company and contact data that Aphily sources, verifies, holds or delivers to you through the Services, whether from Aphily's own database, third-party business data providers or publicly available sources. Aphily Data does not include Customer Data. A record in your account may combine both: the contact fields we delivered are Aphily Data, and your activity, conversations and notes about that contact are Customer Data.
"Aphily MCP" means the connection point, with its connectors and credentials, that lets you, or AI assistants and other tools you authorise, read and use the Invisible CRM and other functions of the Services. MCP stands for Model Context Protocol, an open standard for connecting AI tools to data.
"AUP" means the Acceptable Use Policy at aphily.com/acceptable-use.
"Billing Month" means each consecutive one-month period starting on the Live Date or on a monthly anniversary of it.
"Business Day" means a day other than a Saturday, a Sunday or a public holiday in the State of New York.
"Committed Fees" means the recurring Plan fees for the whole Minimum Term.
"Confidential Information" has the meaning given in Section 17.1.
"Connected Account" means any third-party account or system that you connect to the Services, such as your own mailbox, a CRM, a calendar, a Connected LinkedIn Account or another social account you connect under Section 11.8. Managed Infrastructure is not a Connected Account.
"Connected LinkedIn Account" means a LinkedIn account that you connect to the Services for the LinkedIn Channel.
"Customer Data" means: (a) data that you or your Users submit to the Services, including Inputs, uploaded lists, your Exclusion List and instructions; (b) the content of your campaigns; (c) your conversations with Prospects in the Master Inbox; (d) records of your campaign activity and results; and (e) Output. Customer Data does not include Aphily Data or Usage Data.
"Customer Personal Data" means personal data within Customer Data that Aphily processes on your behalf.
"Documentation" means the guides, help pages, product descriptions and in-product instructions that Aphily makes available for the Services, as updated from time to time.
"DPA" means the Data Processing Addendum at aphily.com/dpa.
"Enterprise Agreement" means an agreement signed by you and Aphily for an Enterprise plan or another custom engagement.
"Exclusion List" means the companies, domains and people that you tell us not to contact.
"ICP" means an ideal customer profile, meaning a defined target segment of companies and roles.
"Inputs"means the materials and information you provide so that we can configure the Services, including information about your company and products, decks, customer lists, brand guidelines, proof points, answers to the Agents' questions and approvals.
"Invisible CRM" means the record within the Services of the companies, people, activities and conversations in your account.
"LinkedIn Channel" means the feature of the Services that carries out outreach activity through a Connected LinkedIn Account.
"Live Date" has the meaning given in Section 22.2.
"Managed Infrastructure" means the sending domains, mailboxes and related configuration that Aphily obtains, sets up, warms and manages for your use within the Services.
"Master Inbox" means the unified inbox in the Platform that collects replies and conversations generated by the Services.
"Minimum Term" means the minimum commitment period of a Plan under Section 22.3, counted from the Live Date.
"One-Time Service" means a service bought for a one-time fee, such as the GTM Foundation package.
"Order Form" means a document signed by you and Aphily, including electronically, that orders Services and refers to these Terms or to an Enterprise Agreement.
"Order Summary" means the summary of your Plan, fees, quantities, Minimum Term, billing start and key terms that is shown at checkout or in the dashboard when you buy or change a Plan or an add-on, as made available to you under Section 1.6. The summary of key terms in it is a guide only, as Section 1.3 explains.
"Output" means content that the Agents generate for you, including analyses, ICP definitions, market estimates, scores, messages, reply drafts and reports. Output does not include Aphily Data.
"Plan" means the subscription package you buy, as described in your Order Summary or Order Form.
"Platform"means Aphily's software and online services, including the web application, dashboard, Partner Agent and other Agents, Folders, campaign tools, Master Inbox, reporting, Invisible CRM, Aphily MCP and any APIs, together with the Documentation.
"Prospect" means a person or company that is, or may be, contacted through the Services on your behalf.
"Services" means the Platform, the Managed Infrastructure, the LinkedIn Channel and other social channels, the delivery of Aphily Data, support and consultancy, add-ons and One-Time Services, in each case as provided under these Terms.
"Shortfall Credit" has the meaning given in Section 13.4.
"Subscription Term" means the Minimum Term of a Plan and any month-to-month period after it, until the Plan ends.
"Usage Data" means technical and usage information about how the Services are used and how they perform, including logs, metrics, settings, and deliverability and security signals, but not the content of Customer Data. Usage Data may be derived from Customer Data but never includes the content of messages or conversations.
"Users" means the individuals you authorise to use the Services under your account.
"Valid Lead" means a person who (a) matches an ICP you have approved, (b) is delivered to your account by the Services, and (c) at the time of delivery, either:
- (i) has a business email address that returned a deliverable result in Aphily's verification (an " Email Lead"). An address that our verification cannot confirm (for example because the company's mail server accepts every address) or that it marks as risky or invalid is never a Valid Lead; or
- (ii) has a LinkedIn profile URL that, on Aphily's check at the time of delivery, resolves to a live profile showing a current role at a company matching the approved ICP, and who is not already a first-degree connection of, and has not previously been contacted from, your Connected LinkedIn Account (a " LinkedIn Lead").
A person counts as one Valid Lead even if delivered for both channels.
"Valid Lead Allowance" means the number of Valid Leads per Billing Month stated in your Plan.
"Website"means aphily.com and Aphily's other public web pages, not including the Platform.
3. Which document governs
3.1 Order of precedence. If documents that apply to you conflict, they apply in this order, highest first:
- (a) a signed Order Form or Enterprise Agreement;
- (b) the DPA, on the processing of personal data;
- (c) these Terms, including the Plan details in your Order Summary;
- (d) the AUP;
- (e) the Documentation.
3.2 Order Summary details. The Plan, fees, quantities, Minimum Term and billing dates shown in your Order Summary prevail over the general wording of these Terms on those points.
3.3 When you have a signed agreement. If you have a signed Order Form or Enterprise Agreement, it governs the Services it covers in full, and these Terms step aside on every subject it addresses. These Terms then apply only to your use of the Website and to any part of the Services that the signed agreement does not cover, unless the signed agreement excludes these Terms entirely. Accepting these Terms, or a new version of them, in the dashboard does not amend a signed Order Form or Enterprise Agreement. A signed agreement can be changed only by a document signed by both parties.
3.4 The AUP adds to these Terms. The AUP sets additional rules. Complying with these Terms does not excuse a breach of the AUP.
3.5 No other terms. Purchase orders, supplier portals, vendor codes of conduct or other terms that you issue have no effect, even if we accept, acknowledge or sign them, unless a document signed by both parties expressly says that it amends these Terms.
4. Who may use the Services
4.1 Businesses only. The Services are for businesses using them for professional purposes. They are not offered to consumers. By accepting these Terms you confirm that you are acting for business purposes and not as a consumer. If mandatory law nonetheless treats you as a consumer, nothing in these Terms removes rights that you cannot waive.
4.2 Eligibility. To use the Services you must: (a) be a legally existing business; (b) be represented by an individual who is at least 18 years old and has legal capacity; (c) meet the requirements of Section 32 (export control and sanctions); and (d) give us accurate business details at sign-up or checkout, including your legal name, country and registration or tax number.
4.3 Our right to refuse. We may refuse to open an account, accept an order or provide a Plan, including for reasons of sanctions, legal risk, fraud prevention or capacity. If we refuse an order you have already paid for, we refund the amount paid.
4.4 One-Time Services. If you buy a One-Time Service without a Plan, these Terms apply to it, including Section 23.2 on refunds.
5. The Website
5.1 Using the Website. You may browse the Website for information and to evaluate the Services. Website content is general information and not an offer. Any price or package description on the Website is information, not an offer. Prices and terms apply only as shown at checkout, in the dashboard or in an Order Form.
5.2 Website restrictions.You must not: (a) scrape, crawl or copy the Website by automated means, other than ordinary search engine indexing; (b) interfere with the Website or its security; (c) misuse any form on the Website, including by submitting false information or another person's details without permission; or (d) copy Website content for commercial use without our written consent.
5.3 Ownership. The Website and its content, design and marks belong to Aphily or its licensors.
5.4 Links. The Website may link to third-party sites. We do not control them and are not responsible for them, and a link is not an endorsement.
5.5 Forms, waitlists and bookings. If you join a waitlist, book a demo or contact us through the Website, our Privacy Policy explains how we handle your information.
5.6 Terms that apply to visitors. If you only use the Website, Sections 1, 2, 5, 18.1, 26.4 to 26.6, 28, 30, 32, 34 and 35 apply to you, and our total liability to you is limited as set out in Section 28.5. If you visit the Website as a consumer, nothing in these Terms affects rights you have under the mandatory law of the country where you live, and Sections 34.3, 34.4 and 34.6 do not apply to you.
6. Accounts, Users and security
6.1 Account information. You must give accurate and complete information when you create an account and keep it up to date.
6.2 Users.Your Plan states how many Users you may have. Where your Plan allows unlimited Users, there is no per-seat fee. Each User must have their own login, and logins must not be shared. Users must be your employees or contractors acting for you. You are responsible for your Users' acts and omissions, and for anything done with your account credentials, as if they were your own. This does not apply to the extent the use resulted from our breach of our security obligations.
6.3 Account owner. The person who creates your account, or whom you later designate in the dashboard, is your account owner. We may rely on instructions from the account owner and from Users with administrator rights.
6.4 Security. You must keep passwords, API keys and Aphily MCP credentials secure, use the security features we make available, and tell us promptly at the address in Section 31.1 if you suspect unauthorised access to your account. We may require additional authentication, and we may reset or revoke credentials that we reasonably believe are compromised.
6.5 Your systems. You are responsible for your own devices, networks, Connected Accounts and any tools you connect to the Services.
7. The Services
7.1 What the Services include. Aphily provides a business outbound platform run by AI agents. Depending on your Plan, the Services include:
- (a) the Platform and dashboard, including the Partner Agent and Folders (your knowledge base);
- (b) Agents that research your company and market, propose ICPs, source and score companies and people, write messages, build and run campaigns, manage sending infrastructure, report results and surface insights;
- (c) sourcing and verification of business contact data (Section 12);
- (d) Managed Infrastructure (Section 10);
- (e) the LinkedIn Channel and any other social channel we make available in the dashboard (Section 11);
- (f) the Master Inbox (Section 7.4);
- (g) reporting (Section 7.5);
- (h) the Invisible CRM and Aphily MCP (Section 7.6);
- (i) support and, where your Plan includes it, strategy consultancy (Section 7.7); and
- (j) add-ons and One-Time Services that you buy (Section 7.10).
7.2 Your right to use the Services. Subject to these Terms and to payment of the fees, we grant you, during your Subscription Term, or during the period of a One-Time Service, a limited, non-exclusive, non-transferable and non-sublicensable right for your Users to access and use the Services for your internal business purposes and your own outreach. We may suspend or end this right only as these Terms allow.
7.3 Self-serve operation.You operate the Services yourself. You upload Inputs, answer the Agents' questions, approve segments, lists, messages and launches, run your campaigns and handle replies. Our role is to provide the Platform and the managed parts of the Services described in these Terms.
7.4 Master Inbox. The Master Inbox collects into one inbox the replies and conversations generated by the Services across the Managed Infrastructure, your connected mailboxes and, where applicable, your Connected LinkedIn Account. It includes AI-assisted reply drafting and the company and contact information related to each conversation. You may use the Master Inbox only for your own outreach under these Terms. You may connect only accounts that you own or are authorised to connect. Your right to use the Master Inbox ends when your Subscription Term ends, subject to Section 25.5.
7.5 Reporting.The reporting dashboard builds report cards and pages on request, and your Plan may include periodic written reports. Reported figures are for information only. They may be delayed, estimated, rounded or affected by data from third parties. Aphily's account records, not reports, decide billing, Valid Lead counts and credits.
7.6 Invisible CRM and Aphily MCP.
- (a) The Invisible CRM keeps a record of the companies, people, activities and conversations in your account. You can view it in the dashboard and access it through the Aphily MCP.
- (b) Aphily MCP credentials are personal to your account. Actions taken through the Aphily MCP by you, your Users, or AI agents or other tools that you connect are treated as your actions, and you are responsible for them. This does not apply to the extent the use resulted from our breach of our security obligations.
- (c) You must use the Aphily MCP in line with the Documentation. You must not use it to extract Aphily Data beyond what Section 12.5 allows, or to get around any limit in the Services.
- (d) We may set rate limits on the Aphily MCP, and we may suspend or revoke access to it to protect the Services or other customers.
7.7 Support and consultancy.
- (a) Your Plan includes dedicated support through the dashboard and by email. We answer support requests on Business Days. We do not commit to a response time unless an Order Form says so.
- (b) If your Plan includes strategy consultancy, it is given by one of our go-to-market engineers by video call, at a time we agree with you, in the number of hours per Billing Month stated in your Plan. Hours can be used only in the Billing Month they belong to. Hours not used in that month expire at its end. They are not carried over to a later month and are not refunded, credited or paid out.
- (c) Consultancy is advice about using the Services and about your go-to-market approach. Section 9.4 applies to it.
- (d) We do not commit to any uptime or response service levels unless an Order Form says so.
7.8 Availability. We aim to keep the Services available but do not promise uninterrupted availability. The Services may be unavailable for maintenance, updates or causes outside our reasonable control. Where practicable, we give reasonable notice of planned maintenance.
7.9 Changes to the Services. We develop the Services continuously and may add, change or remove features. We will not materially reduce the core functionality of your Plan during a Minimum Term.
7.10 Add-ons and One-Time Services. You may buy add-ons, such as additional LinkedIn accounts, additional signal or sourcing engines and paid overage, and One-Time Services, in the dashboard or through an Order Form. Each purchase requires its own confirmation, is priced as shown at the time of purchase, and is governed by these Terms. If a One-Time Service purchase says it will be credited against a Plan, the credit applies once, under the conditions shown at purchase, and has no cash value.
7.11 Subcontractors. We may use subcontractors and subprocessors to provide the Services. We remain responsible for their performance under these Terms. Subprocessors of Customer Personal Data are governed by the DPA.
7.12 Non-exclusivity. We provide the Services to other businesses, which may include your competitors, and the Agents may produce similar Output for them. Other customers may also be delivered the same companies or people, and may contact them.
8. Your approvals and control of campaigns
8.1 Approval before sending. Nothing is sent to any Prospect until you have approved, in the Platform: (a) the segment or ICP; (b) the list; (c) the sample messages; and (d) the launch of the campaign.
8.2 Messages within an approved campaign. The Agents write a message for each Prospect based on the samples you approved, your Inputs and the available data. Messages generated within an approved campaign are sent without individual human review. By approving a campaign, you approve the messages generated within it, and they are your communications. The Agents are instructed not to add factual claims about you, your products, your customers or third parties beyond your Inputs and the approved samples. A message that does so is a defect that you may report under Section 26.2.
8.3 Timely approvals and Inputs. If you do not respond to a request for Inputs or approval, the campaign does not start. Fees continue to apply. Delays caused by missing Inputs or approvals do not create a Shortfall Credit and do not delay the Live Date beyond the Deemed Live Date in Section 22.2.
8.4 Pausing. You can pause your campaigns at any time in the dashboard. Pausing does not change your fees.
8.5 Exclusion List. You may give us an Exclusion List in the dashboard or by email. We apply it before scoring and again before each send. You are responsible for keeping it complete and up to date. We are not responsible for outreach to a company or person before you added them to the Exclusion List.
8.6 Opt-outs. When a Prospect asks not to be contacted:
- (a) we stop all further messages to that person as soon as the request is detected by the Services or marked by you in the Master Inbox, and in any case before the next scheduled message to that person is sent and within 2 Business Days, or within any shorter period that the law of the recipient's country requires;
- (b) automated detection may miss some requests, so you must review replies in the Master Inbox and mark any opt-out the Services did not detect;
- (c) you must honour opt-outs you receive through any other channel and add them to your Exclusion List; and
- (d) opt-outs are also recorded in the suppression list described in Section 16.6.
8.7 Handling replies. You are responsible for responding to replies. Reply drafts suggested by the Services are sent only when a User sends them. If we make available, and you turn on, a feature that sends replies automatically, replies sent by it are your communications under Section 8.2, and Section 9.6 applies to them.
9. Agents and AI Output
9.1 How the Agents work. The Agents use AI models, including models provided by third parties, to research, propose, write and act on your instructions and on the settings you choose.
9.2 Output may be wrong. Output is generated automatically and may be inaccurate, incomplete, out of date or unsuitable for your purpose. Output may also be similar or identical to output generated for others. We do not warrant that Output is accurate, original or exclusive to you, or that it does not infringe the rights of others.
9.3 Your review. You are responsible for reviewing Output before you rely on it or approve it, especially claims about your company, products, customers, results and figures. You supply the facts and proof points about your business. You must not approve claims you cannot support.
9.4 Not professional advice. Analyses, ICP definitions, market sizes, brand profiles, strategy reports and consultancy are business information and estimates. They are not legal, tax, financial, regulatory or compliance advice.
9.5 Ownership of Output. The messages, reports, analyses and other Output we create for you belong to you. As between you and us, you own the Output generated for you, and we assign to you any rights we have in it. This does not transfer any rights in the Platform, our prompts, templates, methods or models, or Aphily Data. Aphily Data that appears in Output remains subject to Section 12.
9.6 AI disclosures and markings. Where the law requires that a person be told they are interacting with an AI system, or that content was generated by AI, we add a disclosure or a machine-readable marking to messages or replies, including replies sent automatically to a Prospect. You must not remove or change them.
9.7 Model training.We do not use Customer Data or Output to train or fine-tune AI models that are made available to other customers, except in the form of Aggregated Data, and we do not allow our third-party AI model providers to use Customer Data to train their models. We may use Customer Data to operate, maintain and improve the Services for you, for example by adjusting the Agents' settings for your account.
9.8 Prohibited uses of the Agents. You must not use the Agents or Output to impersonate any person, to generate content that breaches the AUP, or to make claims you know or should know are false or misleading.
10. Managed Infrastructure
10.1 What we provide. If your Plan includes Managed Infrastructure, we obtain sending domains and mailboxes in the quantities stated in your Plan. We configure email authentication (such as SPF, DKIM and DMARC), set up sender profiles, warm the mailboxes, and manage sending limits, schedules, rotation and bounce monitoring.
10.2 Domain names and sender identities.
- (a) The sending domains will be names similar to your company name, for example your name combined with a common word. We never send from your own primary domain.
- (b) You grant us a non-exclusive, royalty-free licence during your Subscription Term to use your company name, trade names and marks to register and operate these domains and mailboxes.
- (c) You also grant us the right to use the names, job titles and images of the personnel you designate as senders. Each sender must be a real individual who works for you and has consented to this use. You must not ask us to send under a fictitious or AI-generated identity.
- (d) This licence ends when your Subscription Term ends, except as needed to transfer the domains under Section 10.8, to keep mailboxes open under Section 10.8(f), or to let the domains lapse.
10.3 Capacity, not specific assets. The quantities in your Plan describe sending capacity. We choose the specific domains, mailboxes and providers, and we may replace any of them at any time, including when one is restricted or loses reputation.
10.4 Warm-up and ramp-up. New mailboxes need a warm-up period before they send to Prospects, and sending volume then increases gradually. Warm-up may involve automated message exchanges with other mailboxes. You must not use, copy or contact any address or content that you see as a result of warm-up activity.
10.5 Our control of sending. To protect deliverability and the shared infrastructure that all our customers rely on, we may at any time limit, pause, throttle, reschedule or retire any mailbox, domain or campaign. This includes automatic action in response to bounce, complaint or blocking signals. These actions do not change your fees. They create a Shortfall Credit only if they were needed because of our own error or breach. We tell you by email or in the dashboard when we pause a campaign for more than 1 Business Day.
10.6 Your restrictions. You must not:
- (a) send from the Managed Infrastructure outside the Platform, or connect it to any other tool;
- (b) change its settings, credentials or DNS records, or try to access its administrative consoles;
- (c) use it for anyone other than yourself; or
- (d) use it to send content, or to send to recipients, in breach of the AUP.
10.7 Ownership during the Subscription Term.
- (a) During your Subscription Term, Aphily or its provider is the registered holder of the domains and holds the mailbox accounts, which form part of the Services.
- (b) You have exclusive use of them for your outreach through the Services.
- (c) We will never assign, sell or reuse a domain that contains your name or marks for anyone else.
- (d) Where a mailbox provider requires end users to accept its terms, we will make those terms available to you, and you agree to comply with them.
10.8 When your subscription ends.
- (a) You may ask us in writing, within 30 days after your Subscription Term ends, to transfer the domains to a registrar account that you name.
- (b) Once all amounts due are paid, including any Committed Fees due, we start the transfer within 10 Business Days.
- (c) You pay registrar transfer and renewal costs at cost. Registrar transfer locks may delay a transfer.
- (d) Mailbox accounts cannot be transferred. You can export mailbox contents and Invisible CRM records under Section 25.5.
- (e) If you do not ask for a transfer, or a transfer cannot be completed, we let the domains lapse and do not use them for anyone else.
- (f) For at least 30 days after the last message sent from a mailbox, and for longer if the law of a recipient's country requires, we keep that mailbox able to receive replies, or forward its replies to a monitored address, so that opt-out replies are received and recorded in the suppression list in Section 16.6. We send no new outreach from it during this period.
10.9 Damage you cause. If a breach of these Terms or the AUP by you or your Users causes a domain or mailbox to be blocked, suspended or to lose reputation (for example through an unlawful list, ignored opt-outs or misleading content), we may suspend sending, and you will pay the reasonable cost of replacing and warming the affected infrastructure.
10.10 Third parties decide delivery.Mailbox providers, blocklist operators and recipients' mail servers act independently of us. We do not control them, and Section 28.7 applies to their actions.
11. The LinkedIn Channel and other social channels
11.1 An optional channel. The LinkedIn Channel is optional. You can switch it off or disconnect the account in the dashboard at any time. If your Plan includes it, it can start from the Activation Date.
11.2 Your account and authorisations. The Connected LinkedIn Account must be an account that a named individual in your organisation holds and that you are authorised to connect. You confirm that the account holder has authorised:
- (a) the connection of the account to the Services;
- (b) the actions described in Section 11.3;
- (c) the limited data use described in Section 11.4; and
- (d) the use of their name, photo and profile in your outreach.
When that person leaves your organisation or withdraws their authorisation, you must disconnect the account promptly.
11.3 What the channel does. Through the Connected LinkedIn Account, the Services visit profiles, send connection requests and send messages to Prospects in campaigns you have approved. Activity is paced within limits that we set to reduce the risk of restriction, and we may lower these limits at any time. While the account is connected, you must not use any other automation tool on it.
11.4 Limited data use. To run the LinkedIn Channel, the Services hold an authorised connection to the Connected LinkedIn Account. We use that connection only to (a) carry out the actions in Section 11.3; (b) read the conversations with Prospects contacted through the Services, from the first message sent through the Services onward; and (c) read the status information needed to run your campaigns, such as whether a Prospect is already connected to the account or has accepted a connection request. We do not store, export or use your other messages, your earlier message history, your connections or network, or other account information, and we do not use the connection for any other purpose.
11.5 LinkedIn's rules and the restriction risk.
- (a) LinkedIn is an independent third party. Its user agreement and policies apply to the Connected LinkedIn Account, and they restrict automated activity.
- (b) LinkedIn alone decides whether to warn, limit, restrict, suspend or close an account, and it may do so even when activity stays within our limits.
- (c) You decide whether to use the LinkedIn Channel knowing this risk, and you accept the risk.
- (d) We do not warrant that any account will not be restricted.
- (e) A restriction, suspension or loss of an account, or of its connections or content, does not reduce your fees and does not create a credit. Section 28.7 applies.
- (f) If an account is restricted, we pause the channel for that account and give you reasonable help with any recovery steps available.
11.6 Changes to the channel. We may suspend, change or withdraw the LinkedIn Channel, in whole or for some countries or accounts, with as much notice as is reasonably practicable, if LinkedIn objects or changes its rules or technology, if the law changes, or if we reasonably consider the risk to you or to us unacceptable. If we withdraw the LinkedIn Channel for your whole account during a Minimum Term, from the withdrawal the Allowance is reduced to the part reachable by email. In any case of change or withdrawal, fees for separately priced additional LinkedIn accounts stop from the withdrawal, and this is your only remedy.
11.7 No affiliation. Aphily is not affiliated with, endorsed by or sponsored by LinkedIn. LinkedIn is a trademark of its owner.
11.8 Other social channels.If we make outreach through another social platform available in the dashboard, such as X or Instagram, and you connect an account for it, Sections 11.1 to 11.7 apply to that platform and that account in the same way as they apply to LinkedIn and a Connected LinkedIn Account. That platform's own terms apply to the account, and the platform alone decides whether to restrict it.
12. Contact data, sourcing and validation
12.1 Sources.The Services find companies and people that match the ICPs you approve, using Aphily's own database, third-party business data providers and publicly available sources. The Services verify business email addresses with automated checks. Our Privacy Policy describes the categories of sources we use.
12.2 What "valid" means.For an Email Lead, "valid" means the email address passed Aphily's verification when we delivered it. For a LinkedIn Lead, it means the profile passed the checks in the definition of Valid Lead when we delivered it. In neither case does it mean that a message will be delivered, received, read or accepted, that the person still holds the role, title or location shown, or that any other field is accurate.
12.3 Accuracy.Aphily Data other than the verification result, including names, titles, seniority, location, company facts and signals, is provided "as is" from third-party and public sources. People change jobs and companies change, so data goes out of date. We do not warrant that Aphily Data is accurate, complete or current.
12.4 What we do not provide. The Services do not provide telephone or mobile numbers for outreach. We do not intentionally source special categories of personal data (such as health, religion, political opinions, sexual orientation or biometric data).
12.5 Your licence to use Aphily Data. When we deliver Aphily Data to your account, we grant you a non-exclusive, non-transferable and non-sublicensable licence to use it for your own business-to-business sales and marketing outreach, through the Services during your Subscription Term and in your own systems during and after it, subject to Sections 12.6 and 12.7.
12.6 Limits of the licence. You must not:
- (a) sell, rent, license, publish, share or otherwise disclose Aphily Data to any third party, except to your service providers acting for you under confidentiality obligations;
- (b) use Aphily Data to build, enrich or offer a database, list or data product, or any product that competes with the Services;
- (c) use Aphily Data for marketing to consumers, or for telemarketing, phone or text-message marketing;
- (d) use Aphily Data to make decisions about any person's eligibility for employment, credit, insurance, housing or similar purposes, or for any purpose regulated as a consumer report;
- (e) use Aphily Data to train AI models outside the Services; or
- (f) use Aphily Data in breach of law or the AUP.
12.7 Your role for delivered data. When we process Aphily Data to run your campaigns on your instructions, we act as your processor (we handle the data only on your instructions) under the DPA. We remain an independent controller (we decide for ourselves how we use it) of the Aphily Data in our own database. Once Aphily Data is delivered to you, you are an independent controller of your own use of it. If we pass on to you an objection, deletion or correction request about a person, you must apply it promptly, and within 10 Business Days or any shorter period that the law requires, and stop contacting that person where the request requires it.
12.8 After your subscription ends. You may keep and use the Aphily Data already delivered to you for your own business outreach after your Subscription Term ends, subject to Sections 12.6 and 12.7, which continue to apply.
12.9 Our sourcing commitment. We obtain Aphily Data from sources that we believe in good faith to be lawful, under contracts that permit this use, and we remove records when we receive valid requests to do so. This is our only commitment about how Aphily Data is sourced.
12.10 Lists you upload. Lists and data that you upload are Customer Data. You confirm that you obtained them lawfully and may use them for your outreach. The AUP prohibits purchased lists and lists obtained in breach of law.
13. Valid Lead Allowance and Shortfall Credit
13.1 The Allowance. Your Plan states your Valid Lead Allowance. It is reached across the email and LinkedIn channels in your Plan. It applies from the Live Date, in each full Billing Month of your Subscription Term.
13.2 Counting.A Valid Lead counts once, when it is delivered to your account, whether or not you later approve outreach to it. Aphily's account records decide the count. You may dispute a count by notice within 30 days after the end of the Billing Month concerned.
13.3 Conditions. The Allowance applies in a Billing Month only if:
- (a) you have provided complete Inputs and approved at least one ICP;
- (b) our market sizing shows that your approved ICPs can reach at least the Allowance in that month. If it does not, we tell you by email or in the dashboard before the month starts, or as soon as we learn it during the month, and the Allowance for that month is reduced to the reachable number unless you approve broader ICPs. We make this assessment reasonably and in good faith, and we show you the basis for it by email or in the dashboard;
- (c) you have not narrowed sourcing below the Allowance, for example through your Exclusion List, filters, country limits or by pausing sourcing; and
- (d) your account is in good standing and is not suspended.
13.4 Shortfall Credit.If we deliver fewer Valid Leads in a full Billing Month than the Allowance, we add the difference as extra Valid Leads to the next Billing Month (a "Shortfall Credit"), unless the shortfall results from a condition in Section 13.3 not being met, from an action under Section 10.5 that was not needed because of our own error or breach, from your breach of these Terms, or from a force majeure event under Section 29. We tell you the reason by email or in the dashboard when we apply one of these exceptions.
13.5 Sole remedy. The Shortfall Credit is your sole and exclusive remedy for any shortfall in Valid Leads, except for your right to end your Plan under Section 13.6. It has no cash value, is not refundable, cannot be transferred and expires when your Subscription Term ends.
13.6 Repeated shortfall. If we deliver fewer than 50% of the Allowance in two consecutive full Billing Months for reasons within our control, and not for a reason listed in Section 13.4, you may end your Plan by notice within 30 days after the second of those months. You then owe no further Committed Fees, and we refund any prepaid fees for the unused period.
13.7 Early bounces.An Email Lead whose address is permanently rejected by the recipient's mail server on the first send within 30 days after delivery does not count toward the Allowance.
13.8 No carry-over. Unused Allowance does not carry over to later months, except as a Shortfall Credit.
13.9 Overage. We source Valid Leads above the Allowance only if you turn on paid overage in the dashboard. Overage is priced as shown there and is billed under Section 21.5.
13.10 One-Time Services. One-Time Services carry no Allowance, unless the purchase expressly states one.
14. No promise of results
14.1 Results depend on many factors. We do not promise any number of sends, deliveries, inbox placements, opens, replies, positive replies, meetings, handoffs, opportunities, sales or revenue, or any other outcome. Results depend on your offer, your market, timing, the content you approve, how you handle replies and the actions of third parties.
14.2 Examples are not commitments. Estimates, benchmarks, examples, case studies, demos and projections, whether on the Website, in sales conversations, in presentations or in the Services, are illustrations only and not commitments.
14.3 No reliance on other statements. In accepting these Terms, you have not relied on any statement, promise, projection or representation that is not set out in these Terms, your Order Summary or a signed Order Form. This does not limit liability for fraud.
15. Acceptable use and outreach law
15.1 The AUP and business use.You must comply with the AUP at aphily.com/acceptable-use, which forms part of these Terms. You may use the Services for your own commercial purposes, including to send email and LinkedIn messages through the Services' own automation, within the limits of these Terms, the AUP and the law. Nothing in this Section 15 or in the AUP prevents that business use.
15.2 What you must not do. You must not, and must not allow anyone else to:
- (a) copy, modify, translate or create derivative works of the Platform;
- (b) reverse engineer, decompile or disassemble the Platform, or try to derive its source code, models, prompts or underlying methods, except where the law expressly permits this despite this restriction;
- (c) sell, resell, rent, lease or sublicense the Services or access to them, share logins, or provide the Services to third parties, including by running the Services for other businesses, except for use by your own authorised Users or as an Order Form allows;
- (d) use the Services to build or improve a competing product or service, or to copy its features;
- (e) use the Services for benchmarking or competitive analysis on behalf of a competitor of Aphily;
- (f) get around usage limits, sending limits, Allowance counting, access controls or security measures, or open additional accounts to avoid a limit or a suspension;
- (g) scrape, crawl or bulk-extract the Platform or Aphily Data, other than through the features and exports we provide;
- (h) probe, scan or test the vulnerability of the Services without our written consent;
- (i) introduce malware, or interfere with the Services or with other customers' use of them;
- (j) remove proprietary notices or any disclosure we add under these Terms;
- (k) contact any person in breach of the AUP or of anti-spam, electronic marketing or data protection law;
- (l) contact anyone who has asked not to be contacted by you or through the Services;
- (m) upload lists or other data that you do not have the right to use;
- (n) sell, license or share contact or company data obtained from the Services with third parties, except as Section 12.6(a) allows;
- (o) promote or sell illegal goods or services, or products or services that need a licence you do not hold, including drugs, weapons, gambling, adult content and regulated financial or medical products;
- (p) impersonate any person or organisation, hide your identity as the sender, or make false or misleading claims;
- (q) upload health data, government identification numbers or other sensitive personal data, except as Section 16.8 allows;
- (r) use any data from the Services to decide a person's eligibility for credit, insurance, employment or housing, or for any other purpose regulated under the US Fair Credit Reporting Act or similar laws; or
- (s) use the Services in breach of law, the AUP or the rights of others.
15.3 You are the sender. Every message sent through the Services, by email, through the LinkedIn Channel or through another social channel, is sent on your behalf, under your name and about your products or services. You are the sender and the advertiser, and you are responsible for:
- (a) having a lawful basis and the right to contact each recipient under the laws of the place where the recipient is located, including laws on electronic marketing, anti-spam and data protection;
- (b) the content and claims of your messages;
- (c) handling and honouring requests and objections from recipients; and
- (d) giving any notice to Prospects that the law requires of you.
15.4 Sender information and required notices.Each message must carry the sender identification, opt-out information and data protection information that the law of the recipient's country requires. You must give us, in the dashboard, an accurate sender identity, a valid physical postal address for your business and any other information that the law requires, and keep it accurate.
- (a) Opt-out is by reply. Messages are sent in plain text and without links.
- (b) Where the law requires it, a message must tell the recipient who the sender is, that they can object to further messages at any time, where their business contact details came from, and how to obtain more information about the processing. For recipients in the United States, a message must include your postal address.
- (c) Where the Platform adds identification, opt-out or data protection wording to a message, you must not remove or change it.
- (d) As the sender, you remain responsible for the content of this wording, for checking that it meets the law that applies to each recipient, and for adding any information that the law requires and the Platform does not add.
15.5 Countries and segments. We may refuse, restrict or pause outreach to any country, sector or segment that we reasonably consider unlawful or high risk. For recipients in countries whose law generally requires prior consent for marketing messages sent to individuals at work, by email or by direct message on a professional network, the relevant channel is switched off by default. The current list of these countries, which includes Germany, Austria, Italy, Poland and Saudi Arabia, and the conditions on which a channel can be switched on, are shown in the Documentation and, where available, in the dashboard. You may switch a channel on for those recipients only if you confirm, in the dashboard or in writing, that you hold a valid consent, or another basis that the local law accepts, for each recipient, and you keep evidence of it. You must not target individuals in the United Kingdom whom you know or should know to be sole traders or partners in an unincorporated partnership unless you have their consent. If we add a country or segment to the list after your purchase and this materially reduces the reachable market of your approved ICPs, Section 7.9 applies.
15.6 No compliance warranty. The Services include tools, defaults and limits that help you manage outreach responsibly. We do not check, and do not warrant, that your outreach complies with the law, and we do not give legal advice. You should take your own legal advice.
15.7 Reporting misuse. Anyone may report suspected misuse of the Services to the address in Section 36. We may investigate reports and act under Section 24.
15.8 Compliance review. We may review campaigns, messages, lists and replies to check compliance with these Terms, the AUP and the law, and to protect the Managed Infrastructure.
16. Customer Data and data protection
16.1 Your Customer Data. You keep all rights in the data, files and content that you upload to the Services, and in the rest of your Customer Data. You grant us a worldwide, non-exclusive, royalty-free and limited licence to host, copy, process, transmit and display Customer Data only to provide, secure and support the Services for you, and to create Usage Data and Aggregated Data as Sections 18.3 and 18.4 allow. We do not sell Customer Data.
16.2 Your responsibilities. You are responsible for the accuracy and lawfulness of Customer Data and for having all rights and permissions needed for us to process it under these Terms.
16.3 Aphily as your processor. For Customer Personal Data, we act as your processor, and as your service provider or contractor under US state privacy laws, and we process it only on your documented instructions as set out in the DPA. The DPA forms part of these Terms and prevails on the processing of Customer Personal Data, subject to Section 3.1(b).
16.4 Aphily as an independent controller. We act as an independent controller, and not as your processor, for:
- (a) Aphily Data in our own database, including our decisions about which companies and people to source and deliver;
- (b) account, billing and contact information about you and your Users;
- (c) Website visitor data, our own marketing and our own sales outreach;
- (d) security, fraud, abuse and deliverability signals; and
- (e) Usage Data.
Our Privacy Policy explains this processing, including how people can object.
16.5 Limits on use across customers.We do not use one customer's Customer Data to source, target or contact Prospects for another customer. The only uses across customers are: (a) the suppression list in Section 16.6; (b) security, fraud, abuse and deliverability signals; and (c) Aggregated Data.
16.6 Suppression list. When a person opts out, or demands that they not be contacted again, we keep a minimal record (such as the email address or a hashed identifier, the date and the scope of the request) so that the request is respected. We may apply it across all customers, including after your Subscription Term ends. You cannot override it.
16.7 Your personnel. You confirm that you have the consent of, or another lawful basis for, each person whose name, title, image or account you provide for use in the Services.
16.8 Sensitive data. You must not upload special categories of personal data (such as health, religion, political opinions, sexual orientation or biometric data), government identification numbers, financial account numbers, or personal data of children, unless we agree otherwise in writing.
16.9 International processing. The Platform and the data in it are hosted on Amazon Web Services in Frankfurt, Germany. Our Website and some of our service providers are in the United States, and our team works from the European Union and Türkiye. Transfers of Customer Personal Data are governed by the DPA and are made under the Standard Contractual Clauses where the law requires them. Where the law of your country requires a signed transfer instrument that cannot be concluded by accepting these Terms online, such as the standard contract under Turkish data protection law or the standard contractual clauses under Saudi data protection law, we will sign it with you on request, and you are responsible for any notification or registration that the law requires of you as the data exporter.
16.10 Security. We maintain the technical and organisational security measures described in the DPA. You are responsible for securing your own systems, credentials and Connected Accounts.
16.11 Requests from Prospects. If a Prospect contacts us about your outreach, we may tell them that you are the sender and pass their request to you, and you must handle it.
16.12 If the parties are found to be joint controllers. If a court or data protection authority decides that you and we are joint controllers for any processing, the allocation of responsibilities in Sections 12, 15 and 16 is the arrangement between us for that processing. You are responsible for the lawful basis for contacting each Prospect and for the notices in your messages. We are responsible for the lawfulness of our own sourcing and for handling requests about our own database. We publish the essence of this arrangement in our Privacy Policy.
17. Confidentiality
17.1 What is confidential."Confidential Information" means non-public information that one party (the "discloser") gives to the other (the "recipient") that is marked confidential or that a reasonable person would understand to be confidential. This includes the terms of any Order Form, non-public product information, pricing offered to you and your Inputs. Your Customer Data is your Confidential Information. Aphily Data is not your Confidential Information.
17.2 Obligations. The recipient will:
- (a) use the discloser's Confidential Information only to perform or use the Services under these Terms;
- (b) protect it with at least reasonable care; and
- (c) disclose it only to its own and its affiliates' employees, contractors, advisers and subprocessors who need to know it and are bound by confidentiality obligations at least as protective as these.
17.3 Exceptions. Confidential Information does not include information that: (a) is or becomes public through no fault of the recipient; (b) the recipient already knew without a duty of confidence; (c) the recipient receives lawfully from a third party without a duty of confidence; or (d) the recipient develops independently.
17.4 Disclosures required by law. The recipient may disclose Confidential Information where the law, a court or a regulator requires it. Where lawful, it will give the discloser prompt notice and reasonable help to seek protection.
17.5 Duration. These obligations last during your use of the Services and for 5 years after it ends. For trade secrets, they last for as long as the information remains a trade secret.
17.6 Personal data. Customer Personal Data is governed by the DPA and Section 16, not by this Section.
17.7 Return or destruction.When the relationship ends, or on request, the recipient will return or destroy the discloser's Confidential Information, subject to Section 25 and to copies kept in backups or as required by law, which remain protected under this Section.
18. Intellectual property, aggregated data and feedback
18.1 Aphily's property. Aphily and its licensors own the Website, the Platform, the Agents, our prompts, templates, methods, models, workflows, algorithms, Documentation, Aphily Data, Usage Data and Aggregated Data, and all improvements to them, including improvements made using your feedback. Except for the limited rights expressly granted in these Terms, no rights are granted to you, by implication or otherwise.
18.2 Your property. You keep all rights in your Customer Data, your names and marks, and, under Section 9.5, the Output generated for you.
18.3 Usage Data. We may collect and use Usage Data to operate, secure, support and improve the Services.
18.4 Aggregated Data. We may create Aggregated Data and use it for any lawful purpose, including improving the Services and creating benchmarks. We disclose it only in a form that does not identify you, your Users or any individual.
18.5 Feedback. If you give us suggestions or feedback about the Services, we may use them without restriction or payment under a perpetual, irrevocable, worldwide and royalty-free licence. We will not name you as the source without your consent.
19. Third-party services and Connected Accounts
19.1 Third-party services. The Services work with third-party services, including mailbox providers, professional networks, CRMs, calendars, payment processors, AI model providers, data providers and hosting providers. We do not control them.
19.2 Connected Accounts. By connecting an account, you authorise us to access it and act in it as needed to provide the Services, within the limits of these Terms. You confirm that you may do so. You are responsible for complying with the terms that apply to your Connected Accounts and for keeping them in good standing. For the Connected LinkedIn Account, the activity that the LinkedIn Channel carries out as described in Section 11.3 is governed by Section 11.5.
19.3 Our responsibility. We are not responsible for third-party services, their availability or changes, or their actions toward your accounts. We may stop supporting an integration if its provider changes or ends it, or if it becomes a risk to the Services. If that materially reduces the core functionality of your Plan during a Minimum Term, Section 7.9 applies.
19.4 Payments. Payments are processed by a third-party payment processor under its terms. We do not store full card numbers.
19.5 Subprocessors. The subprocessors that process Customer Personal Data are listed as described in the DPA.
20. Beta Features
20.1 What they are.We may offer features labelled beta, preview, early access, experimental or similar ("Beta Features"). Using them is optional.
20.2 How they are provided.Beta Features are provided "as is", may not have been tested or supported to the same standard as other features, may change or be withdrawn at any time without notice, and carry no service levels.
20.3 Limits. Beta Features do not count toward Section 7.9 and are excluded from Section 27.2. Our liability for them is limited as set out in Section 28.5. Additional terms shown with a Beta Feature also apply to it.
21. Fees, payment and taxes
21.1 Fees. You pay the fees for your Plan, add-ons, overage and One-Time Services as shown in your Order Summary, on our pricing page, in the dashboard at the time of purchase, or in an Order Form. Prices are in US dollars and do not include taxes. There is no setup fee for a Plan unless your Order Summary or Order Form states one.
21.2 How you pay. You pay by credit or debit card through our payment processor, Stripe. Stripe stores your card details. We do not. You must keep a valid card on file while any fees may become due. You may pay by bank transfer only where we agree to it in writing, for example in an Order Form. Invoices are then payable within the period stated there.
21.3 Payment options. When you buy a Plan, you choose one of these options:
- (a) Monthly. You authorise us and Stripe to charge your card automatically each month, without asking you to approve each charge, until the fees for the whole Minimum Term are paid, and after that each month until your Plan ends.
- (b) Upfront. You pay the fees for the whole Minimum Term in one single payment, at the discounted price shown at checkout, on our pricing page or in your offer.
You also authorise us and Stripe to charge your card for overage and add-ons you turn on, for One-Time Services you buy, and for amounts that become payable early under Section 22.6.
21.4 When we charge.
- (a) The first charge is taken when you sign up, before we start setting up the Services. Under the monthly option, it pays the first Billing Month of your Minimum Term. Under the upfront option, it pays the whole Minimum Term.
- (b) Under the monthly option, and for every month after the Minimum Term under either option, later charges are made on each monthly anniversary of the Live Date until your Plan ends.
- (c) One-Time Services and add-ons are charged as shown at the time of purchase.
21.5 Overage and add-ons. Overage is billed only if you turned it on in the dashboard. Overage and usage-based add-ons are billed at the end of each Billing Month and charged to your card.
21.6 Failed and late payments.
- (a) If a charge fails, we tell you and try again. You must update your card promptly.
- (b) If a payment is more than 14 days late, we may pause the Services until it is paid, and the remaining fees for the Minimum Term become payable under Section 22.6.
- (c) Late amounts carry interest from the due date at 1.5% per month, or the highest rate the law allows if that is lower.
- (d) You also pay our reasonable costs of collecting late amounts, including attorneys' fees.
- (e) If a court or tribunal finds the interest provision unenforceable for you, it is removed for you and the rest of this Section continues to apply.
- (f) If you are based in a country whose law does not allow interest to be charged or enforced, such as Saudi Arabia, paragraph (c) does not apply to you. Instead, each amount that remains unpaid 15 days after its due date carries a one-time late fee equal to the lower of USD 50 and 5% of that amount, as an agreed estimate of our administrative costs.
21.7 Taxes.
- (a) Fees do not include taxes. You pay all sales, use, value added, goods and services, digital services, withholding and similar taxes, except taxes on our net income.
- (b) Where the reverse-charge rule applies, you account for the tax yourself instead of us charging it.
- (c) If the law requires you to withhold tax from a payment, you pay us an additional amount so that we receive the full fee we would have received without the withholding.
- (d) You must give us the tax information we reasonably request. If we are required to collect a tax, we add it to the charge.
21.8 Price changes.We may change our prices by giving you at least 30 days' notice by email before a change applies to your Plan. A price change does not change the fees for a Minimum Term that has already started, including a Minimum Term you paid upfront. It applies from the first Billing Month that starts after both the notice period and your Minimum Term have ended. If you do not agree to a change, you may cancel by email before it applies, and your Plan then ends at the end of the last Billing Month before the change, as long as your Minimum Term has ended.
21.9 Currency and charges. Fees are in US dollars unless an Order Form states otherwise. You pay your own bank, card and currency conversion charges.
21.10 Credits. Credits of any kind, including Shortfall Credits and credits from One-Time Services, have no cash value, cannot be transferred and cannot be exchanged for money.
22. Term, Live Date, Minimum Term and cancellation
22.1 Term of these Terms. These Terms apply from your acceptance until all your Plans have ended and these Terms have been terminated, and afterwards for the Sections that survive.
22.2 The Live Date.
- (a) The "Live Date" is the earlier of: (i) the day the first campaign email is sent to a Prospect from the Managed Infrastructure; and (ii) the Deemed Live Date.
- (b) The "Deemed Live Date" is 7 days after we tell you, by email or in the dashboard, that your Managed Infrastructure is ready and that a campaign is waiting for your Inputs or approval, except to the extent the delay was caused by us.
- (c) In any case, except to the extent the delay was caused by us, the Live Date is no later than 21 days after the Activation Date.
- (d) For a Plan that does not include Managed Infrastructure, the Live Date is the Activation Date, unless your Order Summary states otherwise.
- (e) We confirm the Live Date by email or in the dashboard.
22.3 Minimum Term.
- (a) Each paid Plan has a Minimum Term. For the Startup plan it is six (6) months. For an annual plan it is twelve (12) months. A signed Order Form may state a different term.
- (b) Your commitment is made when you buy the Plan. The Minimum Term starts on the Live Date.
- (c) The Minimum Term is a firm commitment. It cannot be cancelled early, and all fees for it remain payable under Section 22.6. The Committed Fees are the agreed price for it.
- (d) If you cancel after checkout but before the Live Date, Section 22.6 applies as if the Live Date were the date your cancellation notice was received. There is no trial or cooling-off period.
22.4 After the Minimum Term.
- (a) After the Minimum Term, your Plan continues month to month, one Billing Month at a time, until it is cancelled. It never renews automatically for another term of several months.
- (b) After the Minimum Term of an annual plan, the Plan continues month to month at the then-current monthly price for that Plan, subject to Section 21.8, unless you choose another annual plan.
- (c) We send you a reminder by email at least 15 and no more than 30 days before the end of your Minimum Term.
22.5 How to cancel.
- (a) You cancel by email to info@aphily.com, with "Cancel" in the subject line. We may cancel by email to the email address of your account owner.
- (b) To end your Plan at the end of a Billing Month, the cancellation email must arrive at least thirty-one (31) days before the end of that Billing Month. With less notice, your Plan ends at the end of the following Billing Month.
- (c) You may send a cancellation notice at any time, including during the Minimum Term, but your Plan never ends before the Minimum Term ends.
- (d) The Services continue until your Plan ends. We do not refund partial months.
22.6 Committed Fees are the agreed price. If you cancel during the Minimum Term, the Committed Fees remain payable in monthly instalments to the end of the Minimum Term, and the Services remain available until then. All remaining Committed Fees become payable at once if:
- (a) we terminate for your breach under Section 25.1 or 25.2;
- (b) a payment is more than 14 days late, as Section 21.6(b) describes;
- (c) you start a chargeback without first using the billing dispute process in Section 23.3; or
- (d) you become insolvent or enter any proceeding described in Section 25.1(b).
The parties agree that the remaining fees are a reasonable estimate of our loss, which is difficult to calculate when you buy your Plan, because we commit infrastructure, data and capacity for the whole Minimum Term. If a court or arbitrator decides that any amount payable under this Section is a penalty or is excessive, that amount is reduced only to the extent needed to make it enforceable. This Section is subject to Section 22.8.
22.7 When you may leave without Committed Fees. You owe no further Committed Fees, and we refund any prepaid fees for the unused period, if you end a Plan, or we end it, because:
- (a) we committed a material breach of these Terms and did not cure it within 30 days after your written notice;
- (b) the repeated shortfall rule in Section 13.6 applies; or
- (c) we discontinued the Services or your Plan, or suspended or ended your account without cause, under Section 25.3.
22.8 Switching for customers in the European Union. If you are based in the European Union and the EU Data Act applies to the Services, you may, on up to 2 months' notice, ask us to help you switch to another provider or to export your exportable data. We will complete the transition within 30 days after the notice period ends, keep your data available for retrieval for at least 30 days after that, and then erase it as described in Section 25.6. We charge no switching fees beyond those the Data Act allows. Your Plan ends when the switch is complete. Any remaining Committed Fees are then payable under Section 22.6 as an early termination fee, which the parties agree is proportionate to the commitment.
23. Refunds, billing disputes and chargebacks
23.1 Refunds. All fees are non-refundable, including a discounted upfront payment for the whole Minimum Term, and we do not refund partial months. The only exceptions are:
- (a) the cases in Section 22.7, which include our material breach not cured within 30 days of your written notice, the repeated shortfall rule in Section 13.6, and our suspending or ending your account without cause;
- (b) where we refuse an order under Section 4.3;
- (c) the specific cases in Sections 23.2 and 27.4; and
- (d) where the law requires a refund.
23.2 One-Time Services. If we do not deliver a One-Time Service within the time stated at purchase, after you have provided complete Inputs, for reasons within our control, you may ask for a full refund of that One-Time Service. That refund is your sole remedy for late or non-delivery.
23.3 Billing disputes.
- (a) You must tell us in writing about any disputed charge within 30 days after the charge, at the address in Section 31.1, with the reasons.
- (b) We respond within 10 Business Days.
- (c) You must pay the undisputed part when due.
- (d) We will not suspend the Services for an amount you dispute in good faith while we work through the dispute.
23.4 Chargebacks. You agree to use the process in Section 23.3 before starting a chargeback. A chargeback that skips that process, or that disputes an amount payable under these Terms, is a breach of these Terms. In that case we may suspend the Services and recover the amount together with any dispute fees and reasonable collection costs, and the remaining Committed Fees become payable at once under Section 22.6(c). We may share your acceptance record, Order Summary, usage records and correspondence with the payment processor to respond to a chargeback.
24. Suspension
24.1 When we may suspend. We may suspend all or part of the Services, including a single campaign, mailbox, domain, country or channel, if we reasonably believe that:
- (a) you or your Users have breached the AUP, Section 15 or the law;
- (b) your use creates a risk to the Services, the Managed Infrastructure, its reputation, other customers, or our relationships with third-party platforms or providers;
- (c) there is a security incident or your credentials are compromised;
- (d) suspension is needed to comply with sanctions, a court order or a regulator;
- (e) a payment is more than 14 days late; or
- (f) you have started a chargeback.
24.2 Notice. Where practicable we give notice before suspending. Otherwise we notify you promptly afterwards. We limit a suspension to what is reasonably necessary and lift it promptly once the cause is resolved.
24.3 Effect. Fees continue during a suspension caused by you or your Users, and such a suspension does not create a Shortfall Credit. Suspension is not termination and does not release you from Committed Fees.
25. Termination and what happens next
25.1 Termination by either party. Either party may terminate these Terms, or an affected Plan, by notice if the other party:
- (a) materially breaches these Terms and does not cure the breach within 30 days after receiving notice describing it; or
- (b) becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver, administrator or similar officer appointed, or enters any similar proceeding.
25.2 Immediate termination by us. We may terminate immediately by notice if:
- (a) you seriously or repeatedly breach the AUP or Section 15, or your outreach exposes us to legal action or a regulatory investigation;
- (b) Section 32 requires it;
- (c) any amount remains unpaid 30 days after its due date, following notice from us;
- (d) you start a chargeback in breach of Section 23.4; or
- (e) you get around a suspension.
25.3 Discontinuation and ending without cause.We may discontinue the Services or a Plan, or end your account without cause, by giving you at least 60 days' notice. If we do, or if we suspend your account without cause, Section 22.7 applies and we refund any prepaid fees for the unused period.
25.4 Effect of termination. When a Plan or these Terms end:
- (a) your access to the affected Services ends;
- (b) sending stops and the LinkedIn Channel and any other social channel are disconnected, subject to Section 10.8(f);
- (c) all unpaid amounts become due; and
- (d) the Committed Fees become due where Section 22.6 applies.
25.5 Export of your data.
- (a) During your Subscription Term, and for 30 days after it ends, you may export your Customer Data in a standard machine-readable format, or ask us to provide an export.
- (b) The export includes Invisible CRM records, conversation history, campaign content, Output and mailbox contents.
- (c) It also includes Aphily Data delivered to you, which stays subject to Section 12.
25.6 Deletion. After the export period, we delete Customer Data within 60 days, except:
- (a) copies in backups, which are deleted in the ordinary backup cycle;
- (b) data we must keep by law; and
- (c) the data we hold as an independent controller under Section 16.4, which we keep as described in our Privacy Policy.
The DPA governs the deletion and return of Customer Personal Data.
25.7 Managed Infrastructure. Section 10.8 governs the domains and mailboxes.
26. Warranties and disclaimers
26.1 Mutual. Each party confirms that it has the authority to enter into these Terms and will comply with the laws that apply to it in performing them.
26.2 Our warranty. We will provide the Services in a professional and workmanlike manner using commercially reasonable care, and the Platform will perform materially as described in the Documentation. If we breach this warranty and you tell us within 30 days after the problem first appears, we will re-perform or fix the affected Services within a reasonable time. This is your sole remedy for breach of this warranty.
26.3 Your warranty. You confirm that you have all rights, consents and lawful bases needed for your Inputs, Customer Data, names and marks, personnel names and images, Connected Accounts and outreach.
26.4 Disclaimer. Except as expressly stated in these Terms, the Website, the Services, Output and Aphily Data are provided "as is" and "as available". To the fullest extent allowed by law, we disclaim all other warranties, conditions and representations, whether express, implied or statutory, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, title and non-infringement, and any warranty arising from course of dealing or usage of trade.
26.5 Specific disclaimers. Without limiting Section 26.4, we do not warrant that:
- (a) the Services will be uninterrupted, error-free or completely secure;
- (b) Aphily Data is accurate, complete or current;
- (c) any message will be delivered, placed in an inbox, opened or answered;
- (d) any domain or mailbox will stay off any blocklist;
- (e) any Connected LinkedIn Account or other connected social account will not be restricted;
- (f) Output will be accurate, original or suitable; or
- (g) you will achieve any result.
26.6 Mandatory law. Some laws do not allow certain warranties to be excluded. In that case, the exclusions apply to the fullest extent the law allows.
27. Indemnities
27.1 Your indemnity.You will defend Aphily, its affiliates and their officers, employees and contractors against any third-party claim, regulatory investigation or demand (including a cease-and-desist or warning letter), and will pay the resulting damages, settlements, fines and penalties (where the law allows them to be indemnified) and reasonable costs, including lawyers' fees, arising from:
- (a) your outreach and the recipients you approve, including claims under anti-spam, marketing, privacy or data protection laws;
- (b) the content and claims of messages you approve or send;
- (c) your Inputs and Customer Data, including lists you upload and the names and images of your personnel;
- (d) your Connected Accounts, including any Connected LinkedIn Account;
- (e) your breach of the AUP, Section 12 or Section 15;
- (f) your products and services; or
- (g) use of the Services by your Users or by tools you connect through the Aphily MCP.
This Section does not apply to the extent a claim arises from (i) our breach of these Terms, the DPA or the law; (ii) our own processing of Aphily Data as an independent controller, including how we sourced it; or (iii) a factual statement about you, a third party or a Prospect that the Agents generated, that is not supported by your Inputs or the approved samples, and that you did not review before it was sent.
27.2 Our indemnity.We will defend you against any third-party claim that the Platform, as provided by us and used in accordance with these Terms, infringes a copyright, trademark or United States patent, or misappropriates a trade secret, of that third party, and we will pay the resulting damages and settlements and reasonable costs, including lawyers' fees.
27.3 Exclusions from our indemnity. Section 27.2 does not apply to claims arising from:
- (a) Output, Customer Data or Aphily Data;
- (b) third-party services or Connected Accounts;
- (c) a combination of the Platform with anything not provided by us;
- (d) a modification not made by us;
- (e) use after we asked you to stop because of a possible claim;
- (f) Beta Features; or
- (g) your breach of these Terms.
27.4 Our options. If the Platform is, or we believe it is likely to be, the subject of an infringement claim, we may, at our choice: (a) obtain the right for you to keep using it; (b) modify or replace it so that it does not infringe without materially reducing its functionality; or (c) end the affected Services and refund any prepaid fees for the unused period. Sections 27.2 to 27.4 state your sole remedy for infringement claims.
27.5 Procedure. The party seeking defence must:
- (a) notify the other party promptly (a delay excuses the indemnifying party only to the extent it is prejudiced);
- (b) give the indemnifying party sole control of the defence and settlement; and
- (c) cooperate reasonably, at the indemnifying party's cost.
The indemnifying party must not settle a claim in a way that admits fault by, or imposes obligations on, the other party without that party's consent, which must not be unreasonably withheld.
28. Limitation of liability
28.1 Excluded losses. Neither party is liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, pipeline, opportunity, business or goodwill, however caused and even if advised of the possibility. This Section 28.1 does not limit your obligation to pay fees, including Committed Fees, or your obligations under Section 27.1.
28.2 General cap. Each party's total liability arising out of or relating to these Terms and the Services is limited to the fees paid and payable by you under these Terms in the 12 months before the event giving rise to the liability. If the claim arises before the Live Date or in the first 12 months after it, the cap is the greater of that amount and the Committed Fees for your Minimum Term. This cap never limits your obligation to pay fees. For Beta Features and use of the Website alone, Section 28.5 applies instead.
28.3 Higher cap for data and confidentiality. For our breach of Section 16, the DPA, Section 17 or our security obligations, and for our obligations under Section 27.2, our total liability is limited to two times the amount in Section 28.2. This higher cap is in addition to, and not part of, the general cap.
28.4 Liability that is not limited.Nothing in these Terms limits or excludes either party's liability for fraud or fraudulent misrepresentation, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any other liability that cannot be limited or excluded by law.
28.5 Beta Features and Website visitors. For Beta Features and use of the Website alone, our total liability is limited to USD 100.
28.6 Liability that is not limited for you. Sections 28.1 and 28.2 do not limit:
- (a) your obligation to pay fees, including Committed Fees;
- (b) your obligations under Section 27.1;
- (c) your liability for breach of the AUP, Section 12 or Section 15, which is limited to three times the amount in Section 28.2, except for amounts payable under Section 27.1, which are not limited; or
- (d) your liability for infringement or misappropriation of Aphily's intellectual property.
28.7 Matters outside our control. Except to the extent caused by our breach of these Terms or the DPA, we are not liable for:
- (a) restriction, suspension or loss of a Connected LinkedIn Account or any other Connected Account;
- (b) blocklisting, throttling, filtering or suspension by mailbox providers, blocklist operators or recipients' mail servers;
- (c) actions, failures or changes of third-party services;
- (d) errors in Aphily Data that come from third-party or public sources;
- (e) Output after you approved it or a campaign containing it, except as stated in Section 27.1(iii); or
- (f) outreach to a company or person before you added them to your Exclusion List.
28.8 Data loss. If Customer Data is lost or damaged other than through our breach of Section 16.10 or the DPA, our only obligation is to use reasonable efforts to restore it from our most recent backup.
28.9 How these limits work. These limits apply to all claims, whether in contract, tort (including negligence), statute or otherwise, and even if a remedy in these Terms does not fully make up for a loss. They reflect the allocation of risk on which our fees are based. Where the law does not allow a limit or exclusion, it applies to the fullest extent the law allows.
29. Force majeure
29.1 Events outside reasonable control.Neither party is liable for delay or failure to perform caused by events beyond its reasonable control. These include: natural disasters; epidemics; war, terrorism or civil unrest; acts of government; sanctions; labour disputes (other than those involving the affected party's own staff); power, internet or telecommunications failures; cyberattacks; and failures of, or changes made by, third-party mailbox providers, data providers, AI model providers or professional networks that are not our subcontractors. A failure of one of our subcontractors is a force majeure event only if that failure was itself caused by an event described in this Section. This Section does not excuse any obligation to pay.
29.2 Notice and mitigation. The affected party will notify the other party within 10 Business Days after learning of the event and will use reasonable efforts to reduce its effects.
29.3 Payment. A force majeure event does not suspend or excuse your obligation to pay fees.
30. Changes to these Terms
30.1 Updates.We may update these Terms. Each version is dated and published at aphily.com/terms, and earlier versions are kept in a public version history at aphily.com/terms/history. The "Last updated" date at the top of these Terms shows when the current version took effect.
30.2 Non-material changes. Changes that are not material, such as clarifications, corrections, or terms for new features or services that do not reduce your rights, take effect when posted.
30.3 Material changes.
- (a) If a change is material, we give you at least 30 days' notice by email before it takes effect, and we update the "Last updated" date.
- (b) During a Minimum Term, a change that is material and adverse to you applies to you only from the end of that term, unless you agree to it earlier.
- (c) The exception is a change required by law, a court or a regulator, a change made necessary by a third-party platform or provider that we cannot reasonably avoid, or a change needed to address a security risk. Such a change can apply during the term.
30.4 Acceptance of changes. We may ask you to accept a new version in the dashboard. If you keep using the Services after a change takes effect, you accept the change. If you do not agree to a change, you may cancel before it takes effect, and the previous version applies to you until your cancellation takes effect.
30.5 Fees. Fee changes are governed by Section 21.8.
30.6 Disputes already notified. A change to Section 34 does not apply to a dispute that either party notified before the change took effect.
30.7 Website visitors. For Website visitors, changes take effect when posted.
31. Notices and electronic communications
31.1 Notices to us. Send legal notices, cancellations and all other notices to Aphily by email to info@aphily.com. Put "Legal Notice" in the subject line of a legal notice. We may ask you to send a copy by courier to the address in Section 1.1.
31.2 Notices to you. We send notices to the email address of your account owner, or through the dashboard.
31.3 When notices are received.
- (a) An email is received when sent, if it is sent before 5:00 pm on a Business Day in the recipient's time zone, and otherwise on the next Business Day, unless the sender receives a delivery failure message.
- (b) A dashboard notice is received when posted.
- (c) A courier delivery is received when delivered.
31.4 Electronic communications. You agree to receive service, billing, security and legal communications electronically, and agree that they satisfy any legal requirement for communications to be in writing. You may opt out of marketing emails. You cannot opt out of service communications while you have an account.
31.5 Keeping details current.You must keep your account owner's contact details current. A notice sent to the last email address you gave us is valid.
32. Export control and sanctions
32.1 Your representations. You confirm that you, your owners of 50% or more, your directors and your Users:
- (a) are not named on any sanctions or restricted-party list maintained by the United States, the European Union, the United Kingdom, the United Nations or the country where you are based;
- (b) are not owned 50% or more, or controlled, by persons on those lists; and
- (c) are not located, organised or ordinarily resident in a country or region subject to comprehensive sanctions or embargoes, as designated from time to time (currently including Cuba, Iran, North Korea, and the Crimea, so-called Donetsk People's Republic and so-called Luhansk People's Republic regions of Ukraine).
32.2 Your use. You must not use, export, re-export or transfer the Services or Aphily Data, or provide access to them, in breach of export control or sanctions laws, including the US Export Administration Regulations and the export rules of the European Union and the United Kingdom. You must not use the Services for, or to target Prospects in, the countries, regions or persons described in Section 32.1. You must not sell, license or otherwise transfer Aphily Data to, or give access to it to, any country of concern or covered person under the US Department of Justice rule on access to sensitive personal data (28 C.F.R. Part 202).
32.3 Screening. We may screen you, your owners and your Users against sanctions lists, ask for ownership information, and block access from certain locations.
32.4 Consequences. If we reasonably believe that serving you would breach sanctions or export laws, we may refuse, suspend or terminate the Services immediately, without liability. Refunds are made only where the law allows them, and we may hold or report funds where the law requires.
33. Publicity
33.1 Your consent first. We will not use your name, logo or trademarks in marketing, case studies, customer lists, press releases or investor materials without your prior written consent. Consent by email is enough.
33.2 Withdrawing consent. You may withdraw your consent at any time. We will then remove your name and logo from materials we control within 30 days, but we need not recall materials already distributed.
33.3 Our name. You may refer to Aphily factually as your provider. You must not use our name or marks to suggest endorsement or partnership without our prior written consent.
33.4 Other uses. This Section does not restrict the use of your name in the Managed Infrastructure under Section 10.2, or any disclosure the law requires.
34. Governing law and disputes
34.1 Governing law. These Terms, and any dispute arising out of or relating to them or the Services, including non-contractual disputes, are governed by the laws of the State of New York, USA, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
34.2 Negotiation first. Before starting arbitration, a party must give the other written notice of the dispute. Senior representatives of both parties must then try in good faith to resolve it for 30 days. This does not prevent either party from seeking urgent relief under Section 34.4(a).
34.3 Arbitration. The same forum applies to every customer, wherever it is based.
- (a) Any dispute arising out of or relating to these Terms or the Services will be finally resolved by binding arbitration administered by the International Centre for Dispute Resolution under its International Arbitration Rules in force when the arbitration starts, including its expedited procedures where they apply.
- (b) There will be one arbitrator. The seat of arbitration is New York, New York, and the language is English.
- (c) If the amount in dispute is below USD 100,000, the arbitrator decides on the documents unless the arbitrator considers a hearing necessary. Hearings may be held by video.
- (d) The award is final and binding, and judgment on it may be entered in any court with jurisdiction.
- (e) These Terms, accepted electronically, are an agreement in writing for the purposes of the New York Convention (the international treaty under which arbitration awards are enforced in most countries) and any applicable arbitration law.
- (f) If you start an arbitration for an amount below USD 25,000, you pay the first USD 1,000 of the administrative fees and the arbitrator's fees, and we pay the rest, unless the arbitrator decides that your claim was frivolous.
- (g) The arbitrator will state any award of interest separately from the principal amount.
34.4 Courts.
- (a) Either party may go to any competent court to seek urgent interim or injunctive relief, including to protect Confidential Information or the Managed Infrastructure, or to protect its intellectual property.
- (b) We may also collect unpaid fees in the courts of the place where you are based, or through summary debt collection or enforcement procedures available there.
- (c) If a dispute proceeds in court, the state and federal courts located in New York County, New York, have jurisdiction, and each party submits to their jurisdiction. This does not limit paragraphs (a) and (b). Each party waives any right to a jury trial in any court proceeding.
34.5 Where you are based.You are "based" in the country of the principal place of business shown in your account.
34.6 No class or collective proceedings. Each party may bring claims only in its individual capacity. Neither party may bring or join a class, collective, consolidated or representative proceeding, and an arbitrator may not consolidate claims of different customers.
34.7 Time limit for claims. Any claim by either party must be brought within one (1) year after it arose, unless the law requires a longer period.
34.8 Mandatory law. Nothing in this Section removes protections that mandatory law gives you and that cannot be waived.
35. General terms
35.1 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate, or to a successor in a merger, acquisition, reorganisation or sale of all or substantially all of the relevant business or assets, by notice to you. Any other attempted assignment is void.
35.2 Relationship. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency or employment relationship.
35.3 No third-party beneficiaries. No one other than you and Aphily has rights under these Terms, except the persons protected by Section 27.1.
35.4 Entire agreement. These Terms, together with the documents listed in Section 1.5, are the entire agreement between the parties about their subject and replace all earlier proposals, discussions and agreements about it, subject to Section 3.3.
35.5 Severability. If any provision is found invalid or unenforceable, it is limited or removed to the minimum extent necessary, and the rest of these Terms stays in effect.
35.6 Waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is effective only if made in writing.
35.7 Electronic records as evidence.You agree that Aphily's electronic records, including acceptance records, Order Summaries, usage logs, approval logs, delivery records and correspondence, are valid and binding evidence of their contents unless shown to be inaccurate. Electronic acceptance and signatures are valid under applicable electronic signature laws, including the US Electronic Signatures in Global and National Commerce Act and the New York Electronic Signatures and Records Act.
35.8 Language. These Terms are written in English. If we provide a translation, the English version prevails.
35.9 Interpretation."Including" means including without limitation. Headings are for convenience only. "Days" means calendar days unless Business Days are stated. Words in the singular include the plural, and the other way around.
35.10 Survival. Sections 2, 9.5, 10.8, 10.9, 11.5, 12.5 to 12.9, 13.5, 14, 15.3, 16.4 to 16.6, 16.12, 17, 18, 21 (for amounts owed), 22.6 to 22.8, 23, 25.4 to 25.7, 26.3 to 26.6, 27, 28, 31, 32, 34 and 35, and any other provision that by its nature should survive, survive the end of these Terms.
36. Contact
Aphily, Inc.
2810 N Church St, STE 88768
Wilmington, DE 19802, United States
Email: info@aphily.com