Terms of Service

Effective date: August 25, 2026 · Last updated: August 25, 2026

These Terms of Service (these “Terms”) form a binding agreement between you and OkReply (“OkReply,” “we,” “us,” or “our”) and govern your access to and use of the OkReply website at okreply.ai (the “Site”), the OkReply application, the OkReply assistant software you install on your own computer, and the related messaging-automation, scheduling, and conversation-management services we provide (collectively, the “Service”).

By creating an account, or by accessing or using the Service, you agree to these Terms. If you do not agree, you may not use the Service. Our Privacy Policy describes how we handle personal information and is incorporated into these Terms by reference.Section 10 governs the optional text messaging program.

1. Definitions

“Account” means the registered account through which you access the Service.

“Assistant” means the automated agent provided as part of the Service that reads, drafts, and sends marketplace messages on your behalf.

“Buyer” means a person who contacts you through a Marketplace Platform about a listing you manage through the Service.

“Marketplace Platform” means a third-party online marketplace with which you use the Service, including Facebook Marketplace.

“Your Content” means the listings, reply text, availability rules, booking details, notes, and other material you provide to or generate through the Service.

2. Eligibility

You must be at least eighteen (18) years old and capable of forming a binding contract to use the Service. If you use the Service on behalf of a business, you represent that you are authorized to bind that business to these Terms, and “you” refers to both you and that business.

3. Your Account

3.1 Registration. You agree to provide accurate information when you register and to keep it current. You are responsible for all activity that occurs under your Account.

3.2 Security. You are responsible for safeguarding your credentials and for any use of the Service through your Account. Notify us promptly at support@okreply.ai if you suspect unauthorized access.

3.3 One salesperson per Account. The Service is licensed per person. An Account corresponds to a single Marketplace Platform account operated by a single individual, and you may not share Account credentials with, or resell access to, others.

4. The Service

4.1 License. Subject to these Terms and to payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your own business purposes.

4.2 The Assistant acts on your instructions. The Service automates communications that you would otherwise send yourself. Messages the Assistant sends are sent from your Marketplace Platform account, on your behalf, at your direction, and are attributable to you as if you had written them. You configure the Assistant, you may edit or approve its output, and you may disable it at any time.

4.3 Changes to the Service. We may add, modify, or discontinue features. If we discontinue the Service materially and in its entirety, we will provide reasonable advance notice and a pro-rata refund of any prepaid, unused fees.

4.4 Beta features. Features identified as beta, preview, or experimental are provided as-is, may be changed or removed without notice, and are excluded from any service commitment.

5. Fees, Billing, and Cancellation

5.1 Subscription. Paid plans are billed in advance on a recurring basis through our payment processor, Stripe, Inc. By subscribing you authorize recurring charges to your payment method until you cancel.

5.2 Cancellation. You may cancel at any time from your billing settings. Cancellation takes effect at the end of the current billing period, and you retain access until then. We do not provide refunds for partial periods except where required by law or as stated in Section 4.3.

5.3 Changes to pricing. We may change our prices on at least thirty (30) days’ notice before the change applies to your next renewal. Continued use after the change takes effect constitutes acceptance.

5.4 Taxes. Fees are exclusive of taxes, and you are responsible for any sales, use, or similar taxes other than taxes on our income.

5.5 Non-payment. We may suspend or terminate access if a charge fails and remains unpaid after reasonable notice.

6. Acceptable Use

You agree that you will not, and will not permit anyone else to:

(a) use the Service to send unsolicited bulk messages, spam, or any communication that violates the Telephone Consumer Protection Act, the CAN-SPAM Act, or any other applicable communications, consumer protection, or anti-spam law;

(b) use the Service to send deceptive, fraudulent, harassing, threatening, defamatory, obscene, or unlawful content, or to misrepresent the condition, history, price, or title of any vehicle;

(c) use the Service in connection with the sale of any vehicle you are not lawfully entitled to sell;

(d) reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent that restriction is prohibited by applicable law;

(e) access the Service by automated means other than the client software we provide, resell or sublicense the Service, or use it to build a competing product;

(f) interfere with or disrupt the integrity or performance of the Service, circumvent any rate limit or access control, or probe or scan our infrastructure; or

(g) use the Service in violation of the terms of any Marketplace Platform, as described in Section 7.

7. Marketplace Platforms

7.1 Not affiliated. OkReply is an independent product. We are not affiliated with, endorsed by, or sponsored by Meta Platforms, Inc. or any other Marketplace Platform, and no Marketplace Platform is a party to these Terms.

7.2 Your responsibility. Your relationship with each Marketplace Platform is governed by that platform’s own terms. You are solely responsible for reviewing those terms and for ensuring that your use of the Service, including any automation of your account, complies with them. A Marketplace Platform may restrict, suspend, or terminate your account there for reasons outside our control, and we are not responsible for that outcome.

7.3 Platform changes. Marketplace Platforms change their interfaces without notice, which may interrupt the Service. We will make reasonable efforts to restore functionality but do not guarantee uninterrupted operation.

8. Automated and AI-Generated Content

8.1 How it works. The Service uses large language model technology to interpret Buyer messages and to generate replies, scheduling proposals, and related determinations.

8.2 Output may be wrong. Automatically generated content may be inaccurate, incomplete, or unsuitable. You are responsible for the accuracy of the information the Service conveys on your behalf, including any statement about price, availability, condition, or commitment to a Buyer. We recommend reviewing the Assistant’s configuration and output, and the Service provides controls for you to do so.

8.3 Bookings are between you and the Buyer. An appointment arranged through the Service is an arrangement between you and the Buyer. We are not a party to it, do not verify Buyers, and are not responsible for any meeting, transaction, or dispute arising from one.

9. Your Content

9.1 Ownership. You retain all rights in Your Content. We claim no ownership of it.

9.2 License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, store, reproduce, and process Your Content solely to operate and provide the Service to you, and to improve the Service in a manner consistent with our Privacy Policy.

9.3 Your representations. You represent that you have all rights, consents, and permissions necessary for us to process Your Content and any Buyer information you route through the Service, and that doing so does not violate any law or third-party right.

10. Text Messages

This Section 10 is the complete terms and conditions of OkReply’s text messaging program (the “Program”).

10.1 Who receives messages. Only the account holder. We text the mobile number you added to your own OkReply Account and verified, and we text no one else. We never message the Buyers you are talking to on Facebook Marketplace by SMS; those conversations stay on Facebook. We do not send marketing, promotional, or advertising messages through the Program.

10.2 How you opt in. Sign in to your OkReply Account, open Settings, put your mobile number in the Your number row, and turn on Text updates. We send a six-digit code to that number, and you enter the code to confirm the number is yours. Entering that code is your consent to receive recurring automated text messages from OkReply at that number. A number saved without that code is never messaged. The consent disclosure shown at that switch is reproduced, with screenshots of each step, at okreply.ai/opt-in.

Providing your mobile number is optional and is not a condition of purchasing anything from us. OkReply works without it; you simply read and answer your assistant in the app instead.

10.3 What we send. Messages relate solely to your own account activity. There are two kinds:

Appointment notifications when a test drive is booked, moved, cancelled, or about to start. For example: “New test drive: 2019 Honda Civic with Dana, Tue Aug 26 at 2:00 PM. Reply here to reschedule or cancel”

Questions from your assistant when it needs an answer from you before it can reply to a Buyer. For example: “Your agent needs an answer: does the Civic have a clean title? Reply here and I’ll take it from there”

You can reply to any of these in plain language, and your reply is carried out on your Account. Replying is optional.

10.4 Message frequency. Message frequency varies and depends on your own activity, because every message is triggered by something happening on your listings. Accounts typically receive a small number of messages per week. We do not send messages on a schedule of our own.

10.5 Cost. OkReply does not charge you for text messages. Message and data rates may apply, and carriers are not liable for delayed or undelivered messages.

10.6 How to stop. Reply STOP to any message from us at any time to end the Program. You will receive one confirmation message and then no further messages. You may also turn Text updates off in Settings, which ends the Program at once, or clear the Your number row, which does that and deletes the number from your Account as well.

10.7 How to get help. Reply HELP to any message from us, or email support@okreply.ai.

10.8 Carrier support and delivery. The Program is supported on major United States wireless carriers. Delivery is not guaranteed, and messages may be delayed or blocked by your carrier or device. Anything time-sensitive is also shown in the OkReply app, so a message that never arrives cannot cause you to miss it.

10.9 Your mobile information. Your mobile number and your consent to receive text messages are never sold, rented, or shared with third parties or affiliates for their own marketing or promotional purposes. We disclose your number only to the telecommunications provider that delivers the messages on our behalf, and only for that purpose. See our Privacy Policy for how we handle the rest of your information.

11. Intellectual Property

The Service, including its software, design, and the OkReply name and logo, is owned by OkReply and protected by intellectual property law. Except for the license in Section 4.1, these Terms grant you no rights in it. Feedback you send us may be used without restriction or obligation to you.

12. Term, Suspension, and Termination

12.1 Term. These Terms apply from the moment you first use the Service until your Account is terminated.

12.2 Your right to terminate. You may stop using the Service and delete your Account at any time.

12.3 Our right to suspend or terminate. We may suspend or terminate your access, with notice where practicable, if you materially breach these Terms, if your use creates a legal or security risk to us or others, or if required by law. We may terminate for convenience on thirty (30) days’ notice with a pro-rata refund of prepaid, unused fees.

12.4 Effect. On termination, your license ends and we delete or de-identify Account data as described in our Privacy Policy. Sections 8, 9.3, 11, 13, 14, 15, and 16 survive.

13. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT AUTOMATICALLY GENERATED CONTENT WILL BE ACCURATE, OR THAT THE SERVICE WILL PRODUCE ANY PARTICULAR SALES OR BUSINESS RESULT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, gross negligence, or willful misconduct. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

15. Indemnification

You will defend, indemnify, and hold harmless OkReply and its officers, employees, and agents from and against any third-party claim, and any resulting loss, liability, damage, cost, or expense (including reasonable attorneys’ fees), arising out of or relating to: (a) Your Content; (b) your use of the Service in breach of these Terms or in violation of applicable law, including communications and consumer protection law; (c) your breach of any Marketplace Platform’s terms; or (d) any transaction, appointment, or dispute between you and a Buyer.

16. Governing Law and Disputes

16.1 Governing law. These Terms are governed by the laws of the State of Oregon, without regard to its conflict-of-laws rules.

16.2 Venue. The state and federal courts located in Multnomah County, Oregon have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to that jurisdiction and venue. This does not prevent either party from seeking injunctive relief in any court of competent jurisdiction, and does not deprive you of any right to bring a claim in small claims court.

16.3 Informal resolution. Before filing a claim, please contact us at support@okreply.ai so we can try to resolve the matter directly.

17. General

17.1 Changes to these Terms. We may revise these Terms. If a change is material, we will provide notice, such as by email or a prominent notice within the Service, before it takes effect. The “Last updated” date above indicates the most recent revision. Continued use after the effective date constitutes acceptance.

17.2 Entire agreement. These Terms, together with the Privacy Policy, are the entire agreement between you and us regarding the Service and supersede any prior understanding on the subject.

17.3 Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will stay in effect. Our failure to enforce a provision is not a waiver of it.

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

17.5 Force majeure. Neither party is liable for a failure to perform caused by circumstances beyond its reasonable control.

18. Contact

OkReply — Support
Email: support@okreply.ai
Website: okreply.ai