Terms of Service
Last updated 12/12/2023
Please review the TOU carefully because it governs your use of our website located at www.nylas.com and its subdomains (collectively, the “Site”), our API located at https://developer.nylas.com/docs/api/ (the “Platform”), and associated services related to your use of Nylas via the Dashboard https://dashboard-v3.nylas.com/ (the “Dashboard”). To make the TOU easier to read, the Site, our Platform, and the Dashboard are collectively called the “Services.” If you do not agree to be bound by the TOU, then, except as otherwise provided in Section 16.f (Effect of Changes on Arbitration) you may not use the Services. Please note that if you have entered into an order form and any associated terms and conditions, exhibits, attachments, schedules, and addendums (“Terms”) with Nylas, the TOU is subordinate to and controlled by the Terms except with respect to your general use of our Site.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THE TOU YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND NYLAS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
1. Agreement and Changes
a. Agreement to TOU
The TOU is a binding legal commitment between you and Nylas, so please read it carefully. If you are accessing and using a Service on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the TOU. In that case, “you” and “your” will refer to that company or other legal entity. Your use of the Services must conform to and are governed by the Terms and these TOU, as applicable.
b. Changes to TOU or Services
We may modify or update the TOU and/or Services at any time, in our sole discretion. You must review the then-current TOU when accessing and using the Services to confirm you agree to be bound by them before using the Services each time. If you continue to use the Services after a modification to the TOU, you are agreeing to be bound by the modified TOU after we provide notice of such modifications to you. If you do not agree to be bound by the modified TOU, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
3. Your Nylas Account
You may use the Services only if you are 18 years or older, capable of forming a binding contract with Nylas, and not barred from using the Services under applicable law. If you are below the age of 18, you may not use the Services. We will immediately delete any information we believe belongs to a user under 18; if you believe your child has submitted information to us on the Services, please contact us at the address below.
b. Registration and Your Information
Except for generally visiting and interacting with our Site, you must create an account (“Account”) using the Dashboard to build your application on the Platform and otherwise use our Services. You agree to provide us with accurate and complete information for your Account and to update such information, as needed, to keep it accurate and complete. If you do not, we may prevent you from receiving future updates and/or suspend or terminate your Account. You will notify us immediately of any unauthorized use of your Account. You agree that you are responsible for all activities that occur under your Account, including the activities of your Authorized Users (as defined below), whether or not you know about them. Notwithstanding anything to the contrary herein, you acknowledge and agree that you will have no ownership or other property interest in the Account, and you further acknowledge and agree that all rights in and to the Account are and will forever be owned by Nylas. Nylas reserves the right to terminate an Account without notice if it believes, at its own discretion, that a user is under the age of 18.
During the registration process, you will be required to select a username and a password that are specific to the Account (collectively referred to hereunder as “Password”). Your Password is to be always kept confidential and you are solely responsible for the security of your Password. You may not disclose your Password to anyone or allow your Password to be used by anyone other than yourself. Nylas is not responsible for any harm that may result to the Account (including without limitation the deletion or modification of characters in the Account) because of a lost or shared password. Nylas is not responsible if the Account is “hacked,” or if the Account or your computer is damaged by a virus, or for any other issues with your computer or the Account.
4. Access and Use of the Services
You may not allow access to or use of the Services by anyone other (i) than individuals whom you have authorized through the methods permitted by Nylas (e.g., by assigning unique login credentials to each such individual) to use the Services solely on your behalf and (ii) for whom all applicable fees have been paid (each an “Authorized User”).
You may not copy any portion of the Platform. Except as expressly permitted in the TOU, you may not: (i) copy, modify or create derivative works based on the Platform; (ii) distribute, transfer, sublicense, lease, lend or rent the Platform to any third party; (iii) reverse engineer, decompile or disassemble the Platform; or (iv) make the functionality of the Platform available to anyone other than your Authorized Users except with our express written permission. Nylas reserves all rights in and to the Services not expressly granted to you under the TOU.
5. Customer Data
6. Acceptable Use Policy
Without limiting any other terms of the TOU, you must use the Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations, and the rights of others. You will keep confidential and not disclose to any third parties any user identifications, or Account information. You acknowledge that the Services are not designed, intended, or authorized for use in hazardous or mission-critical circumstances or for uses requiring fail-safe performance, or where failure could lead to death, personal injury, or environmental damage. You acknowledge that our system is not designed for transaction processing or other commerce-related activities. You agree not to use the Service for such purposes or under such circumstances. You must ensure that each of your Authorized Users is aware of and complies with the requirements and restrictions set forth in this paragraph.
You are responsible for all activities that occur under your account (or any of your Authorized Users’ accounts), and for Authorized Users’ compliance with the TOU. You agree that the TOU are concluded between you and Nylas, and not between Nylas and your Authorized Users. You agree to (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content (as defined below) and Customer Data that you (or any of your Authorized Users) input into or store using the Services; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Nylas promptly of any such unauthorized access or use; and (c) comply with all applicable local, state, federal and foreign laws in using the Services and supplying the User Content and Customer Data.
We welcome feedback, comments, and suggestions for improvements to the Services (“Feedback”). By providing Feedback, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
8. Content Ownership, Responsibility, and Removal
b. Rights in Customer Data and User Content Granted by You
Nylas does not claim any ownership rights in any Customer Data or User Content and nothing in the TOU will be deemed to restrict any rights that you may have to use and exploit either.
Subject to and without limiting Section 5 above, you hereby grant to Nylas a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative work, publicly display, publicly perform and distribute your Customer Data and User Content, solely as needed to operate and provide the Services to you.
You are solely responsible for all your User Content and Customer Data. You represent and warrant that you have all rights and consents, and will obtain all rights and consents, with respect to all your User Content and Customer Data to the extent necessary (i) for you and Nylas to comply with all applicable laws, rules and regulations including, without limitation, all applicable data protection and privacy laws; and (ii) for you to grant us the license rights in your User Content and Customer Data under the TOU. You also represent and warrant that neither your User Content, your Customer Data, nor your use and provision of your User Content or Customer Data to be made available through the Services, nor any use of your User Content or Customer Data by Nylas on or through the Services will infringe, misappropriate, or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You further warrant that your User Content and Customer Data will not contain any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or otherwise illegal material.
9. General Prohibitions and Nylas’ Enforcement Rights
Without limiting any other terms of the TOU, you agree not to do any of the following:
- Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
- Use, display, mirror or frame the Services or any individual element within the Services, Nylas’ name, any Nylas trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Nylas’ express written consent;
- Access, tamper with, or use non-public areas of the Services, Nylas’ computer systems, or the technical delivery systems of Nylas’ providers;
- Attempt to probe, scan or test the vulnerability of any Nylas system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Nylas or any of Nylas’ providers or any other third party (including another user) to protect the Services or Content;
- Attempt to access or search the Services or Content or download Content from the Services using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Nylas or other generally available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Nylas trademark, logo URL or product name without Nylas’ express written consent;
- Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by the TOU;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive, or false source-identifying information;
- Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services or Content;
- Interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Although we are not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with the TOU, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of the TOU. We have the right to investigate violations of the TOU or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
10. DMCA/Copyright Policy
Nylas respects copyright law and expects its users to do the same. It is Nylas’ policy to terminate in appropriate circumstances Account holders who repeatedly infringe the rights of copyright holders. Please see Nylas’ Copyright Policy at https://www.nylas.com/legal/copyright, for further information.
11. Warranty Disclaimers
THE INFORMATION, CONTENT AND MATERIALS ON EACH OF THE SERVICES IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NYLAS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OR TRADE, OR NONINFRINGEMENT. NYLAS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN INFORMATION, CONTENT AND MATERIALS ON ANY SITE, PLATFORM, DASHBOARD, OR SERVICE (INCLUDING, WITHOUT LIMITATION, USER CONTENT) WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY SERVICE OR THE SERVERS THAT MAKE SUCH INFORMATION, CONTENT, AND MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any Content.
12. Links to Third Party Websites
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products, or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at email@example.com. Upon any termination, discontinuation or cancellation of Services or your access thereto, the following provisions of the TOU will survive: Sections 7, 8, 9, 10, 11, 13, 14, 15, 16, and 17.
15. Limitation of Liability
NEITHER NYLAS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THE TOU OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NYLAS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL NYLAS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE TOU OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE LESSER OF THE AMOUNT YOU HAVE PAID TO NYLAS FOR THE USE OF THEIR SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO NYLAS, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NYLAS AND YOU.
16. Dispute Resolution
a. Mandatory Arbitration of Disputes
We each agree that any dispute, claim, or controversy arising out of or relating to the TOU or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Nylas agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of the TOU, and that you and Nylas are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive termination of the TOU.
b. Exceptions and Opt-out
As limited exceptions to Section 16.a above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email or regular mail at the contact information listed in Section 18 within thirty (30) days following the date you first agree to the TOU.
c. Conducting Arbitration and Arbitration Rules
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by the TOU. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live unless we both agree to a different location. The parties agree that the arbitrator will have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.
d. Arbitration Costs
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We will pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we will pay all our attorneys’ fees and costs and will not seek to recover them from you. If you prevail in arbitration you may be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
e. Class Action Waiver
YOU AND NYLAS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. However, if the parties’ dispute is resolved through arbitration, the arbitrator may consolidate another person’s claims with your claims solely upon request by us and if, in the arbitrator’s judgment, such cases meet the standard for consolidation set forth in Cal. Code Civ. Proc. § 1281.3. Subject to the foregoing, the arbitrator may not preside over any form of a representative or class proceeding. If this specific provision 16.e is found to be unenforceable, then the entirety of this Dispute Resolution section will be null and void.
f. Effect of Changes on Arbitration
Notwithstanding the provisions of Section 1.b above, if Nylas changes any of the terms of this Section 16 after the date you first accepted the TOU (or accepted any subsequent changes to the TOU), you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Nylas’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Nylas in accordance with the terms of this Section 16 as of the date you first accepted the TOU (or accepted any subsequent changes to the TOU).
Except for any of the provisions in Section 16.e of the TOU, if an arbitrator or court of competent jurisdiction decides that any part of the TOU is invalid or unenforceable, the other parts of the TOU will still apply.
17. General Terms
a. Governing Law
The TOU and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 16, the exclusive jurisdiction for all disputes between you and Nylas will be the state and federal courts located in San Francisco, California, and you and Nylas each waive any objection to jurisdiction and venue in such courts.
b. Entire Agreement
The TOU constitutes the entire and exclusive understanding and agreement between Nylas and you regarding the Services and Content. The TOU supersedes and replaces any and all prior oral or written understandings or agreements between Nylas and you regarding the Services and Content, except for the Terms and as otherwise set forth in the TOU. If any provision of the TOU is held invalid or unenforceable by an arbitrator or court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of the TOU will remain in full force and effect.
c. No Assignment
You may not assign or transfer the TOU, by operation of law or otherwise, without Nylas’ prior written consent. Any attempt by you to assign or transfer the TOU, without such consent, will be null. Nylas may freely assign or transfer the TOU without restriction. Subject to the foregoing, the TOU will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Nylas under the TOU, including those regarding modifications to the TOU, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
e. Waiver of Rights
Nylas’ failure to enforce any right or provision of the TOU will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Nylas. Except as expressly set forth in the TOU, the exercise by either party of any of its remedies under the TOU will be without prejudice to its other remedies under the TOU or otherwise.
18. Contact Information
If you have any questions about the TOU or the Services, please contact Nylas at email@example.com; or mail us at Nylas, Inc., 2100 Geng Rd. #2100, Palo Alto, CA 94303, Attn: Contracts.