Last updated 3/27/20
Table of contents:
- Agreement and Changes to Terms
- Your Nylas Account
- Access and Use of the Services
- Customer Data
- Acceptable Use Policy
- Content Ownership, Responsibility, and Removal
- General Prohibitions and Nylas’ Enforcement Rights
- DMCA/Copyright Policy
- Warranty Disclaimers
- Links to Third Party Websites
- Limitation of Liability
- Dispute Resolution
- General Terms
- Contact Information
Nylas is a cloud communications platform. We provide APIs that help software companies integrate email, calendar, and contacts into their applications. We created these Terms of Service (the “Terms”) to be as straightforward and easy to understand as our lawyers would permit. We are committed to keeping your data secure and being transparent about our processes. These Terms will be superseded by written agreement between Nylas and you related to the delivery of the Services.
Please review the Terms carefully because they govern your use of our website located at www.nylas.com and its subdomains (collectively, the “Site”), our API located at https://api.nylas.com (the “Platform”), and associated services related to your use of Nylas via the Dashboard https://dashboard.nylas.com (the “Dashboard”). To make these Terms easier to read, the Site, our Platform, and the Dashboard are collectively called the “Services.” If you do not agree to be bound by these Terms, then, except as otherwise provided in Section 17.f (Effect of Changes on Arbitration) you may not use the Services. Please note that if you have entered into a Master Services Agreement with Nylas, that agreement may supersede these Terms except with respect to your general use of our Site.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS 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 17 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
1. Agreement and Changes to Terms
a. Agreement to Terms
These terms are a binding legal commitment between you and Nylas, so please read them carefully. If you are accessing and using the Services 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 these Terms. In that case, “you” and “your” will refer to that company or other legal entity. If you do not agree to be bound by these terms, you may not use the Services.
b. Changes to Terms or Services
We may modify or update the Terms and Services at any time, in our sole discretion. If we revise these Terms or make changes to the Services that we believe may significantly impact your use of the Services, we’ll let you know through the Dashboard or via an e-mail to the email address owner of your Account. If you continue to use the Services after we have communicated the modified Terms you, you are indicating to us that you agree to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, 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 and capable of forming a binding contract with Nylas and are not barred from using the Services under applicable law.
b. Registration and Your Information
You must create an account (“Account”) using the Dashboard to build your application on the Platform and otherwise use our Services (except for generally visiting and interacting with our Site). You agree to provide us with accurate and complete information for your Account and to update such information, as needed, to keep it accurate, complete and up-to-date. If you do not we may prevent you from receiving future updates, and/or suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll 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.
4. Access and Use of the Services
The Platform is offered on both a hosted basis (at https://api.nylas.com) and downloadable basis (at https://github.com/nylas/sync-engine). If you choose to access the Platform on a hosted basis, Nylas will securely store copies of your end users’ email inboxes, calendar events, and contacts information on Nylas’ servers and keep such copies synced. Alternatively, if you choose to download the software implementing the Platform’s onto a local machine, then your Authorized Users’ (as defined below) email inbox data, calendar events, and contacts information will be copied, synced, and stored on such local machine.
b. Services License Grant
Subject to your compliance with these Terms (and in particular the License Restrictions and Payment obligations described in Sections 4.c and 6 below), Nylas grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform and Dashboard (including any related written documentation that may be provided to you by Nylas during the term of these Terms (“Documentation”) solely for the following purposes:
- to develop your software applications that interface with the Services (“Customer Application”), solely for your internal business purposes in accordance with the service plan for which you have registered and paid all applicable fees (as further described in Section 6; and
- to make the Services available to Authorized Users (as defined below) via your Customer Application in accordance with the Documentation and these Terms.
c. License Restrictions
You may not allow access to or use of the Services by anyone other 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 for whom all applicable fees have been paid. Such individuals are referred to in these Terms as “Authorized Users,” and may include but are not limited to your employees, consultants, contractors, and agents.
You may not copy any portion of the Platform, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, 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 these Terms.
5. Customer Data
a. Payment Information
To the extent any portion of the Services is made available to you for a fee, you will be asked to select a payment plan and provide Nylas with accurate information relevant to the processing of your payments. This information may include your credit card or other payment instrument numbers, the expiration date of such payment method, and your email and postal address. You represent and warrant that you have the legal right to use all payment method(s) represented by the payment information you provide. You agree to promptly update your Account information with any changes in your payment information.
b. Agreement to Pay
You agree to pay Nylas the amount that is specified in the applicable payment plan in accordance with these Terms and any other terms associated with such payment plan, and you authorize Nylas (or our third party payment processor) to bill your payment method on a periodic basis in accordance with such terms. All amounts paid are non-refundable and we reserve the right to change our prices in the future. Nylas may choose to bill you through an invoice, in which case, full payment for invoices issued must be received by the specified date or the Services may be terminated. Late payments are subject to a finance charge of 1.5% per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection. If you dispute any charges, you must notify Nylas within thirty (30) days after the date Nylas invoices you or charges your payment method, as applicable. You are responsible for all taxes associated with Services other than U.S. taxes based on Nylas’ net income. Nylas reserves the right to terminate Services for any unpaid outstanding amount that is overdue greater than thirty (30) days.
Our current service plan pricing is available at https://www.nylas.com/pricing/ (“Standard Pricing”). There is no limit to the number of Authorized Users you may allow to access the Services. However, when you exceed the number of Authorized Users allowed for your tiered pricing, you will be charged a pro-rated overage charge on a per-Authorized User basis. For example, if your pricing tier is $100 per month for 25 Authorized Users, when you add a 26th Authorized User you will be charged an additional $4 per month unless you modify your pricing tier. You may adjust your price tier in the Dashboard. Higher pricing tiers for volume pricing larger than what is available on our standard pricing and white-label offerings are available by request and may be subject to additional terms.
d. Price Changes
If we do change prices, we will provide notice of the change through the Dashboard and in an email to you at least 30 days before the change is to take effect. Your continued use of the Services after the price change goes into effect constitutes your agreement to pay the changed amount.
e. Free Trials
We may offer a free trial during which you may use the Services up to a certain number of accounts without payment for the period of time specified on the Site when you sign up. Free trials are only available to new users when they complete registration and create an Account. Unless you cancel your free subscription prior to the end of your free trial we (or our third party payment processor) will begin charging you the applicable service plan fee until you cancel your service plan. You will not receive a notice from us that your free trial has ended or that your service plan has begun. We reserve the right to modify or terminate free trials at any time, without notice and in our sole discretion.
7. Acceptable Use Policy
Without limiting any other terms of these Terms, 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. The Service is not intended for use by persons under the age of 18. 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 these Terms. You agree that these Terms 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.
We welcome feedback, comments, and suggestions for improvements to the Services (“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.
9. 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 these Terms will be deemed to restrict any rights that you may have to use and exploit either.
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 of 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 these Terms. 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.
c. Rights in Content Granted by Nylas
Subject to your compliance with these Terms, and except as otherwise licensed to you in accordance with Section 4.b above, Nylas grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and download, view, copy, display and print the Content solely for your internal purposes and solely in connection with your permitted use of the Services.
10. General Prohibitions and Nylas’ Enforcement Rights
Without limiting any other terms of these Terms, 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 through the use of 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 these Terms;
- 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’re 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 these Terms, 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 these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
11. 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.
12. Warranty Disclaimers
THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. 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.
13. 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 protected] Upon any termination, discontinuation or cancellation of Services or your access thereto, the following provisions of these Terms will survive: Payment, Feedback; the first paragraph of Content Ownership, Responsibility and Removal regarding Nylas’ ownership of the Content and Services; Termination; Confidentiality; Warranty Disclaimers; Indemnity; Limitation of Liability; Dispute Resolution; and General Terms 6.b, 8, 10, 11, 12, this sentence of Section 14, and 15 through 18.
You will indemnify and hold harmless Nylas and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.
16. 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 THESE TERMS 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 THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED 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.
17. Dispute Resolution
a. Mandatory Arbitration of Disputes
We each agree that any dispute, claim or controversy arising out of or relating to these Terms 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 these Terms, 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 these Terms.
b. Exceptions and Opt-out
As limited exceptions to Section 17.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 20 within thirty (30) days following the date you first agree to these Terms.
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 these Terms. 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 on the basis of 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’ll 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’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will 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. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision 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 17 after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to [email protected]) 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 17 as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
With the exception of any of the provisions in Section 17.e of these Terms, if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
18. General Terms
a. Governing Law
These Terms 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 17, 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
These Terms constitute the entire and exclusive understanding and agreement between Nylas and you regarding the Services and Content, and except for terms related to Nylas’s offering of a 6-month offer of the Services related to the coronavirus outbreak in 2020, which can be found here (“6-month Offer Terms”), these Terms supersede and replace any and all prior oral or written understandings or agreements between Nylas and you regarding the Services and Content. In the event of a conflict between these Terms and the 6-month Offer Terms, the 6-month Offer Terms will govern. If any provision of these Terms 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 these Terms will remain in full force and effect.
c. No Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without Nylas’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Nylas may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Nylas under these Terms, including those regarding modifications to these Terms, 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 these Terms 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 these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
19. Contact Information
If you have any questions about these Terms or the Services, please contact Nylas at [email protected]; Nylas, Inc., 944 Market St., San Francisco, CA, 94102.