VPN 服务商 AI 客服系统
Version 1.0 · Effective date: 2026-08-14
1.1 "Agreement" means these Terms of Service, including Exhibit A (Acceptable Use Policy) and any document expressly incorporated by reference.
1.2 "ReplyTower", "we", "us" means ReplyTower, the provider of the Service, which operates from Japan. The operating entity's registered name and registered address are not yet published here; ReplyTower will publish them at this clause when they are settled, and a Vendor may request them in writing at info@replytower.com in the meantime.
1.3 "Vendor", "you" means the business entity that creates a ReplyTower account and accepts this Agreement. The Service is for business use only.
1.4 "End User" means a customer or visitor of the Vendor who sends a message that the Service processes.
1.5 "Panel" means the Vendor's customer-management system (for example Xboard, V2board or WHMCS) that connects to the Service through the Connector Interface.
1.6 "Service" means the ReplyTower hosted platform: the AI customer-support engine, the knowledge-base and retrieval features, the tool-calling features, the escalation features, the chat widget, the Telegram integration, the management portal, and the connector APIs.
1.7 "Vendor Content" means all data the Vendor or its Panel supplies to the Service, including knowledge-base documents, FAQ entries, prompts, tool configuration, ticket content, and Panel user context.
1.8 "End User Data" means chat messages, ticket text, identifiers and other personal data of End Users that the Service processes on the Vendor's instruction.
1.9 "Output" means text, audio or other content that a model provider generates through the Service in response to Vendor Content or End User Data.
1.10 "Model Provider" means the third party that operates the language model or embedding model the Service calls, either under a ReplyTower platform key or under a Vendor key.
1.11 "BYOK" means the option under which the Vendor supplies its own Model Provider API key.
1.12 "Credit" means prepaid balance in the Vendor's ReplyTower wallet.
1.13 "Fees" means subscription charges and usage charges for the Service.
1.14 "AUP" means Exhibit A to this Agreement.
2.1 ReplyTower provides a multi-tenant, AI-assisted customer-support platform. The Service receives messages, retrieves relevant Vendor Content, calls a Model Provider, returns Output, and escalates conversations to the Vendor's staff under the Vendor's configuration.
2.2 Output is generated by a statistical model. Output can be inaccurate, incomplete, outdated or contradictory. ReplyTower does not warrant that Output is correct, suitable for a purpose, or fit to be relied on without human review.
2.3 ReplyTower may change, add or remove features of the Service. If a change removes a material feature, ReplyTower gives notice under clause 17.
2.4 ReplyTower may label some features as beta, preview or experimental. Beta features carry no warranty of any kind and ReplyTower may withdraw them at any time.
2.5 No service level. ReplyTower uses commercially reasonable efforts to keep the Service available. ReplyTower makes no uptime commitment, offers no service-level agreement, and gives no service credits for downtime, latency, degraded quality, or maintenance. The Service runs on a single hosting region and a solo operation. The Vendor accepts this risk as a condition of the pricing.
3.1 The Vendor must be a business or other legal person. The Service is not offered to consumers.
3.2 The person who accepts this Agreement warrants that they have authority to bind the Vendor.
3.3 The Vendor warrants that its own business and the services it offers to End Users are lawful in every market where the Vendor offers them, and that the Vendor holds every licence, registration and authorisation its business requires.
3.4 The Vendor must keep account credentials, portal passwords, API keys and Connector HMAC keys confidential. The Vendor is responsible for all activity under its account, including activity by its staff and by its Panel.
3.5 The Vendor must give and keep current an accurate notice email address. Notices sent to that address are effective when sent.
4.1 Content accuracy. The Vendor is responsible for the accuracy, lawfulness and currency of Vendor Content, including its knowledge base, FAQs and prompts. The Service answers from what the Vendor supplies.
4.2 Integration security. The Vendor is responsible for the security of its Panel, its Panel plugin installation, and the HMAC keys used for connector traffic. The Vendor must rotate a key immediately after any suspected disclosure and must notify ReplyTower.
4.3 Lawful basis. The Vendor warrants that it has a lawful basis and, where required, consent to send End User Data to the Service and to a Model Provider, and that its own privacy notice discloses this processing.
4.4 AI disclosure. The Vendor is solely responsible for telling its End Users that they are interacting with an artificial-intelligence system where any applicable law requires that disclosure, including Article 50 of Regulation (EU) 2024/1689 (the EU AI Act), which places transparency duties on the deployer of the system.
4.5 ReplyTower supplies default configuration that identifies the assistant as an AI assistant, including the default system prompt and the default widget labelling. The Vendor may change that configuration, including the assistant's name and the widget labelling. ReplyTower does not enforce any AI-disclosure text at the platform level and does not verify the Vendor's configuration. Accordingly: (a) the Vendor is responsible for determining what disclosure its markets require and for configuring the Service to meet it; (b) the Vendor warrants that it will not configure or operate the Service so as to represent the assistant as a human being in any jurisdiction that requires disclosure of automated interaction; and (c) the Vendor bears sole responsibility and liability for any failure of disclosure.
4.6 Human contact point. Human escalation is a per-Vendor feature that the Vendor controls and may disable. ReplyTower does not warrant that an End User can reach a human at any time, and does not itself provide human support to End Users. The Vendor is solely responsible for meeting any obligation in its markets to provide End Users with a human contact point, a complaints channel, or a right to human review of an automated decision. If the Vendor disables human escalation, the Vendor accepts that consequence.
4.7 Escalation review. Where the Vendor enables human escalation, the Vendor must staff and review the escalation queue. The Vendor must not present Output as a binding statement of the Vendor, in particular Output concerning billing amounts, refunds, service guarantees, legal rights or compliance matters, unless a human of the Vendor has reviewed it.
4.8 The Vendor must comply with the AUP and must ensure its staff and End Users do not use the Service in breach of the AUP.
5.1 The Vendor may supply its own Model Provider API key. ReplyTower stores the key encrypted at rest using Fernet symmetric encryption and uses it only to call the Model Provider for that Vendor.
5.2 Where the Vendor supplies its own key, the agreement between the Vendor and that Model Provider governs the processing performed under that key. ReplyTower makes no representation and gives no warranty about that provider's terms, its data-retention practices, its training practices, its availability, its content policies or its pricing.
5.3 ReplyTower is not liable for any act, omission, failure, suspension, rate limit, content refusal, price change or data practice of a Model Provider acting under a Vendor key.
5.4 The Vendor warrants that it is entitled to use the supplied key for the traffic the Service sends and that this use does not breach the Vendor's agreement with the Model Provider.
5.5 If a Model Provider suspends or restricts a key, the Service may stop answering for that Vendor. This is not a failure of the Service.
5.6 The Vendor may delete its key at any time through the portal. After deletion, ReplyTower serves that Vendor through the platform key, if the Vendor's plan includes platform-key usage.
6.1 ReplyTower gives no warranty that Output is accurate, complete, current, non- infringing, or appropriate for any End User.
6.2 The Vendor is solely responsible for every consequence of Output that the Vendor delivers to an End User, including any commitment, promise, price, refund, discount or legal statement that Output appears to make.
6.3 The Vendor must configure the Service so that actions with financial or account consequences require the Vendor's confirmation, where the Service offers that control.
6.4 Output is not legal, financial, tax, medical or security advice.
7.1 What the fee buys. Fees are stated in United States dollars. The entry tier is USD 99 per calendar month. That fee is for access to the Service software only. It does not include model inference, it does not carry an included-usage allowance, and there is no per-token or overage meter running against it. Current plans are published at https://replytower.com/ and may change under clause 17.
7.1.1 Inference is paid for separately. The Vendor either supplies its own Model Provider key under clause 5 and pays that provider directly, or draws on prepaid Credit in its ReplyTower wallet under clause 7.2. ReplyTower does not bill inference as an overage on the monthly fee.
7.2 Accepted payment methods. ReplyTower accepts: (a) USDT on the TRON (TRC20) network ("Crypto Payment"); (b) payment card, processed by Stripe ("Card Payment"); (c) Credit already held in the Vendor's wallet; and (d) a manual settlement method that ReplyTower agrees in writing for a specific Vendor. Each method tops up the Vendor's wallet, and the Service draws Fees from that wallet.
7.3 Crypto Payment — on-chain confirmation. A Crypto Payment is complete when the transaction is confirmed on the TRON network and the Service credits the Vendor's wallet. The Vendor is responsible for sending the correct asset, on the correct network, to the correct address shown in the portal. Funds sent on the wrong network, in the wrong asset, or to an address not shown in the portal may be permanently unrecoverable and ReplyTower has no obligation to recover or replace them. A Crypto Payment is irreversible: no chargeback, reversal or dispute mechanism exists for it.
7.4 Card Payment — Stripe. ReplyTower uses Stripe as its card processor. A Card Payment is also subject to Stripe's own terms and to the rules of the relevant card network, and Stripe, not ReplyTower, handles card data. A Card Payment is complete when Stripe confirms it and the Service credits the Vendor's wallet. ReplyTower may decline, delay or reverse a Card Payment where Stripe or the card network requires it.
7.5 Chargebacks. Card-network chargeback rights are conferred by the card network and this Agreement does not purport to remove them. If the Vendor initiates a chargeback or a payment dispute: (a) the Vendor must first contact ReplyTower at info@replytower.com and allow a reasonable period to resolve the matter; (b) ReplyTower may immediately suspend the Service under clause 9.3 for the duration of the dispute; (c) ReplyTower may debit the Vendor's wallet by the disputed amount, together with any chargeback fee, representment fee or penalty that Stripe or the card network imposes, and may recover any resulting negative balance as a debt due; and (d) a chargeback that a competent card-network process finds to be unfounded is a material breach of this Agreement.
7.6 Manual resolution of disputes and refunds. Any refund, reversal, dispute or correction is resolved manually by ReplyTower. The Service provides no self-serve refund or dispute mechanism, and nothing in this Agreement creates one. Clause 8 governs whether a refund is available at all.
7.7 Network fees, exchange spread, processor fees and third-party wallet fees are the Vendor's cost.
7.8 Credit. Credit is prepaid, denominated in United States dollars, and consumed as the Vendor uses the Service. Credit does not expire while the account is active. Credit is not money, is not a deposit, and carries no interest.
7.9 Non-payment. If the wallet balance is insufficient for a due charge, ReplyTower may suspend the Service after notice to the Vendor's notice email address. ReplyTower may terminate under clause 9 if the balance stays insufficient for fourteen (14) days.
7.10 Taxes. Fees exclude taxes. The Vendor is responsible for every tax, duty or levy its own jurisdiction imposes on the transaction, other than tax on ReplyTower's income. The Vendor must supply any tax identifier ReplyTower reasonably requires.
7.11 Records. ReplyTower keeps billing records, card-processor references and on-chain payment references for seven (7) years, as Japanese tax law requires. This retention survives account deletion.
8.1 Crypto Payments are irreversible and non-refundable. Once a USDT transaction is confirmed on the TRON network, ReplyTower cannot reverse it and will not refund it in fiat currency or in cryptocurrency. No chargeback right exists for a Crypto Payment.
8.2 Card Payments. A Card Payment is likewise non-refundable under this Agreement, except where ReplyTower agrees a refund in writing at its discretion, or where Stripe, the card network or applicable law requires a refund. Where ReplyTower does refund a Card Payment, it refunds to the original card only, and it first debits the corresponding amount of Credit from the Vendor's wallet. Clause 7.5 governs chargebacks.
8.3 Credit is non-refundable and non-transferable. Credit cannot be converted back to USDT, to fiat currency, or to any other asset, except under clause 8.2. Credit cannot be transferred to another Vendor, account or person.
8.4 No pro-rata refund. If the Vendor cancels, or if ReplyTower terminates for the Vendor's breach, ReplyTower refunds no part of any Fee paid and no part of any unused Credit. The Vendor may use remaining Credit until the account closes.
8.5 Consumed usage. Usage already delivered is never refundable, including usage the Vendor considers unsatisfactory, and including Output the Vendor judges inaccurate.
8.6 Crediting errors. ReplyTower may correct an error in a wallet balance in either direction, including reversing Credit granted in error, mis-attributed, duplicated, or granted from a payment that later proves invalid. ReplyTower notifies the Vendor of any correction.
8.7 Discretionary credits. ReplyTower may, at its sole discretion and without creating any precedent or entitlement, grant Credit as a goodwill remedy. This is not a service credit, is not an admission of liability, and does not create an SLA.
8.8 Nothing in this clause limits a right the Vendor has under a law that cannot be excluded by contract.
9.1 The Vendor may terminate at any time by closing its account in the portal or by written notice to info@replytower.com.
9.2 ReplyTower may terminate for convenience on thirty (30) days' notice.
9.3 ReplyTower may suspend the Service, in whole or in part, immediately and without prior notice, if: (a) the Vendor breaches the AUP; (b) ReplyTower reasonably believes the Vendor, its owner, or its funds match a sanctions designation under clause 10; (c) the Vendor's use threatens the security, integrity, legality or availability of the platform or of another Vendor's data; (d) a Model Provider, hosting provider or law-enforcement authority requires it; (e) Fees are unpaid under clause 7.9; or (f) the Vendor initiates a chargeback or payment dispute under clause 7.5.
9.4 Where ReplyTower suspends without prior notice, it gives the Vendor a written explanation of the reason without undue delay, unless law forbids that disclosure.
9.5 ReplyTower may terminate for material breach that the Vendor does not cure within ten (10) days of written notice, and may terminate immediately for a breach that cannot be cured or that carries legal risk to ReplyTower.
9.6 Export window. For fourteen (14) days after termination takes effect, the Vendor may request an export of its Vendor Content and End User Data. The Service provides no self-serve export endpoint and no export API. The Vendor sends a written request to info@replytower.com within that window, and ReplyTower prepares the export manually.
9.7 Deletion. ReplyTower deletes the Vendor's Vendor Content and End User Data from production systems within thirty (30) days after termination takes effect, other than records that clause 7.11 or applicable law requires it to keep. Backups age out on their normal cycle.
9.8 Clauses 6, 7.5, 7.11, 8, 9.6 to 9.8, 11, 12, 13, 14, 15, 16, 18 and 19 survive termination.
10.1 The Vendor represents and warrants, on each date it accepts this Agreement and on each date it makes a payment, that: (a) neither the Vendor, nor any owner, director or officer of the Vendor, nor any person controlling the Vendor, is a person designated on a sanctions list maintained by Japan (including lists administered by METI and MOF), the United States Office of Foreign Assets Control, the European Union, the United Kingdom, or the United Nations; (b) the Vendor is not located in, organised under the laws of, and does not direct its business from a comprehensively sanctioned territory; (c) the funds it uses to pay are of lawful origin and are not the proceeds of crime; and (d) it will not use the Service on behalf of, or for the benefit of, a person described in paragraph (a).
10.2 ReplyTower may refuse a payment, decline to credit a payment, suspend the Service, or terminate the account if it reasonably believes a representation in clause 10.1 is untrue or has become untrue.
10.3 ReplyTower retains on-chain payment records and related account records for seven (7) years and may disclose them to a competent authority where law requires.
10.4 A breach of clause 10.1 is a material breach that cannot be cured.
11.1 The AUP at Exhibit A forms part of this Agreement. The Vendor must comply with it and must ensure that its use of the Service complies with it.
11.2 ReplyTower may update the AUP under clause 17.
12.1 The Vendor owns Vendor Content. As between the Vendor and ReplyTower, the Vendor also holds the rights and duties of the controller for End User Data.
12.2 The Vendor grants ReplyTower a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, index, embed, chunk and display Vendor Content and End User Data, and to transmit them to a Model Provider, only to the extent necessary to provide the Service, to secure it, and to comply with law. The licence ends when the data is deleted under clause 9.7.
12.3 ReplyTower owns the Service, its software, its models of configuration, its documentation, its interfaces and all improvements to them. This Agreement transfers no ownership of the Service to the Vendor.
12.4 As between the parties, the Vendor may use Output for its business purposes. ReplyTower claims no ownership of Output. Output may not be unique, and a Model Provider may generate similar Output for another party.
12.5 No training on Vendor data. ReplyTower does not use Vendor Content, End User Data or Output to train, fine-tune or evaluate any machine-learning model, and it does not supply them to a third party for that purpose. Where the Service calls a Model Provider under a ReplyTower platform key, ReplyTower contracts on terms under which that provider does not train on the submitted data.
12.6 BYOK carve-out. Clause 12.5 does not extend to a Model Provider that the Vendor engages under BYOK. That provider's terms govern its own use of submitted data, including any training use, and ReplyTower makes no representation about them.
12.7 ReplyTower may compile aggregated, statistical data about use of the Service that does not identify the Vendor, any End User or any Vendor Content, and may use it to operate and improve the Service.
12.8 The Vendor warrants that it holds every right needed for Vendor Content and that Vendor Content does not infringe a third party's rights.
13.1 Each party may receive non-public information of the other that is marked confidential or that a reasonable person would treat as confidential ("Confidential Information"). Vendor Content, End User Data, API keys and HMAC keys are the Vendor's Confidential Information. The non-public parts of the Service, its architecture and its pricing are ReplyTower's Confidential Information.
13.2 The receiving party must protect Confidential Information with at least reasonable care, must use it only to perform this Agreement, and must not disclose it except to personnel and contractors bound by equivalent duties.
13.3 Clause 13.2 does not apply to information that is public without breach, that the receiving party already held without duty, that it develops independently, or that it receives lawfully from a third party.
13.4 A party may disclose Confidential Information where law or a competent authority requires. It must, where lawful, give the other party prior notice.
13.5 These duties last for three (3) years after termination, and for trade secrets for as long as they remain trade secrets.
14.1 THE SERVICE, THE OUTPUT AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE".
14.2 To the maximum extent permitted by applicable law, ReplyTower disclaims all warranties, conditions, representations and terms of every kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, satisfactory quality, title, non-infringement, accuracy, and any warranty arising from a course of dealing or usage of trade.
14.3 ReplyTower does not warrant that the Service will be uninterrupted, timely, secure or error-free, that it will meet the Vendor's requirements, that defects will be corrected, that data will not be lost, or that Output will be accurate or suitable.
14.4 ReplyTower gives no warranty for any third-party component, including a Model Provider, a hosting provider, a messaging platform, a Panel, or a blockchain network.
15.1 Exclusion of indirect damages. To the maximum extent permitted by applicable law, ReplyTower is not liable for any indirect, incidental, consequential, special, punitive or exemplary damages, or for lost profits, lost revenue, lost or corrupted data, loss of use, business interruption, loss of anticipated savings, regulatory fines, or loss of goodwill or reputation, however caused and on any theory of liability, whether in contract, tort (including negligence), strict liability, statute or otherwise, and whether or not ReplyTower was advised of the possibility of such damages.
15.2 Total exclusion of liability. To the maximum extent permitted by applicable law, ReplyTower has no liability to the Vendor arising out of or relating to this Agreement, the Service, the Output, any Model Provider, or any act or omission of ReplyTower.
15.3 Severable fallback cap. Clause 15.3 is a separate, independent and severable provision. It applies on its own terms and does not depend on the validity or enforceability of clause 15.1 or clause 15.2. If a court or tribunal of competent jurisdiction holds that clause 15.2, or any part of it, is unenforceable, void or inapplicable in whole or in part, then ReplyTower's total aggregate liability to the Vendor, for all claims in the aggregate and on any theory of liability, is limited to the total Fees actually paid by that Vendor to ReplyTower in the three (3) months immediately preceding the event giving rise to the claim. The same cap applies if clause 15.1 is held unenforceable in whole or in part. If more than one event gives rise to claims, the cap applies once in the aggregate and is not multiplied. If no Fees were paid in that period, the cap is zero.
15.4 Carve-out. Nothing in clause 15.1, 15.2 or 15.3 excludes or limits liability that applicable law does not permit to be excluded or limited, including liability for wilful misconduct, gross negligence, fraud or fraudulent misrepresentation, and death or personal injury caused by negligence.
15.5 The exclusions and limitations in this clause 15 apply even if a remedy fails of its essential purpose, and they reflect an agreed allocation of risk that is reflected in the Fees.
15.6 Each provision of this clause 15 is severable from the others. If any provision is held unenforceable, the remaining provisions continue in full force, and the provision held unenforceable is to be applied to the maximum extent the law permits.
16.1 The Vendor will defend, indemnify and hold harmless ReplyTower, its operator and its personnel from and against every claim, demand, proceeding, loss, damage, fine, penalty, cost and expense, including reasonable legal fees, arising out of or relating to: (a) the Vendor's underlying business or the service it provides to End Users, including any allegation that this business is unlawful; (b) a claim by an End User, including a claim about Output, about data protection, about an AI-disclosure duty, or about a commitment the Vendor's support channel appeared to make; (c) Vendor Content, including an allegation that it infringes a third party's rights; (d) the Vendor's breach of this Agreement, the AUP or clause 10; and (e) the Vendor's breach of a data-protection law in its role as controller.
16.2 ReplyTower will notify the Vendor of a claim without undue delay, will give the Vendor control of the defence, and will cooperate at the Vendor's cost. The Vendor must not settle a claim in a way that imposes an obligation or admission on ReplyTower without its written consent.
17.1 ReplyTower may amend this Agreement, including the AUP and the Fees.
17.2 For a material change, ReplyTower gives at least thirty (30) days' notice by email to the Vendor's notice address and by notice in the portal. The notice states the version number and the new effective date.
17.3 A change required by law, or a change needed urgently for security or platform integrity, may take effect on shorter notice. ReplyTower states the reason in the notice.
17.4 If the Vendor continues to use the Service after the new effective date, the Vendor accepts the amended Agreement. If the Vendor does not accept, its remedy is to terminate under clause 9.1 before the new effective date. Clause 8 governs any balance on termination.
17.5 Each published version carries a version number and an effective date. ReplyTower keeps prior versions available on request.
18.1 Roles. For End User Data, the Vendor is the controller and ReplyTower is the processor. ReplyTower processes End User Data only on the Vendor's documented instructions, which include this Agreement and the Vendor's configuration of the Service. For Vendor account data and billing data, ReplyTower is the controller.
18.2 The ReplyTower Privacy Policy at https://replytower.com/privacy describes this processing. ReplyTower makes a Data Processing Addendum available on request at info@replytower.com, and the sub-processor list is published at https://replytower.com/privacy#subprocessors.
18.3 Retention. ReplyTower retains End User Data and Vendor Content for as long as the Vendor's account is active, on the Vendor's instruction as controller. The Vendor may instruct deletion of specific data, or of all data, at any time; ReplyTower gives effect to the instruction within thirty (30) days. ReplyTower deletes the data within thirty (30) days after termination under clause 9.7. Billing records and on-chain payment records are retained for seven (7) years under clause 7.11.
18.4 ReplyTower hosts production systems in Japan. Calls to a Model Provider, and the processing of Card Payments by Stripe, may transfer data outside Japan, including to the United States.
18.5 The Vendor is responsible for responding to an End User's data-subject request. ReplyTower assists the Vendor as processor, so far as it reasonably can.
18.6 ReplyTower notifies the Vendor without undue delay, and in any case within seventy-two (72) hours of becoming aware, of a personal-data breach affecting the Vendor's End User Data.
19.1 Governing law. Japanese law governs this Agreement and any dispute arising out of or relating to it, without regard to conflict-of-laws rules.
19.2 Venue. The Tokyo District Court has exclusive jurisdiction as the court of first instance for every dispute arising out of or relating to this Agreement.
19.3 Language. The language of this Agreement is English. The English text controls. Any translation is for convenience only.
19.4 Assignment. The Vendor may not assign this Agreement without ReplyTower's written consent. ReplyTower may assign it to a successor in a merger, reorganisation or sale of substantially all assets, on notice.
19.5 Force majeure. Neither party is liable for a failure to perform, other than a payment obligation, caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, act of government, failure of a hosting provider, failure of a Model Provider, network failure, or blockchain-network disruption.
19.6 Severability. If a provision is held unenforceable, the parties intend it to be narrowed to the minimum extent needed to make it enforceable, and the remaining provisions continue in full force. Clause 15.6 governs clause 15.
19.7 No waiver. A failure to enforce a provision is not a waiver of it.
19.8 No third-party rights. This Agreement creates no right in favour of an End User or any other third party.
19.9 Independent parties. The parties are independent contractors. This Agreement creates no partnership, agency, joint venture or employment relationship.
19.10 Publicity. ReplyTower may not name the Vendor as a customer without the Vendor's prior written consent.
19.11 Entire agreement. This Agreement, with Exhibit A, is the entire agreement between the parties on its subject matter and replaces every prior discussion, proposal and representation. Any purchase-order or vendor-portal term the Vendor issues has no effect.
19.12 Notices. Notices to ReplyTower go to info@replytower.com. Notices to the Vendor go to its notice email address under clause 3.5.
19.13 Contact. ReplyTower, Japan · info@replytower.com
Version 1.0 · Effective date: 2026-08-14
This Acceptable Use Policy forms part of the ReplyTower Terms of Service. Defined terms have the meaning given in clause 1 of the Agreement.
A1.1 ReplyTower serves businesses that provide VPN, proxy, privacy and related network services. This policy is written for that customer base. It restricts conduct, not category.
A1.2 This policy applies to the Vendor's use of the Service, to the Vendor's staff, and to the way the Vendor configures the Service for its End Users.
A2.1 ReplyTower expressly permits the Vendor to use the Service to support: (a) a lawful VPN, proxy, tunnelling, relay or encrypted-transport service; (b) a privacy, anonymity or traffic-obfuscation service; (c) a service whose users circumvent network censorship or geographic blocking, where that circumvention is lawful for the user in the user's jurisdiction; and (d) the sale, provisioning, billing and support of subscriptions to such a service.
A2.2 The provision of privacy or censorship-circumvention technology is not, by itself, a breach of this policy. ReplyTower will not treat a Vendor as in breach because its End Users are anonymous, because its service obscures traffic, or because its service is restricted or unlawful in a jurisdiction that the Vendor does not target.
A3.1 The Vendor must not use the Service to operate, support, bill for or provide customer support for a service whose primary purpose is: (a) fraud, phishing, carding, or the sale of fraudulently obtained goods, services or accounts; (b) the development, hosting or distribution of malware, ransomware or botnet infrastructure; (c) child sexual abuse material, or any sexual content involving minors; (d) human trafficking, forced labour, or the sexual exploitation of any person; (e) spam-as-a-service, bulk unsolicited messaging infrastructure, or the sale of mailing capacity for unsolicited commercial messages; (f) credential-stuffing, account-takeover, or brute-force infrastructure, or the sale of proxy capacity marketed for those uses; (g) the sale or distribution of stolen data, stolen credentials, or unlawfully obtained personal information; or (h) any activity designated under clause 10 of the Agreement (sanctions).
A3.2 "Primary purpose" test. A service breaches A3.1 when its design, marketing, pricing or customer base shows that the prohibited activity is the service's main use, not an incidental misuse by some users. A general-purpose VPN or proxy service does not breach A3.1 because some of its users misuse it, provided the Vendor operates a good-faith abuse-handling process and acts on credible abuse reports.
A3.3 The Vendor must not use the Service to support a business that the Vendor knows is unlawful in the market where the Vendor offers it.
A4.1 The Vendor must not use the Service, and must take reasonable steps to prevent its End Users from using the Service, to: (a) generate content that is unlawful in the Vendor's market or in Japan, including child sexual abuse material, credible threats, or content that incites violence; (b) generate instructions for creating malware, weapons, or means of attacking computer systems without authorisation; (c) attempt to access, retrieve, infer or exfiltrate the data, prompts, knowledge base or configuration of another Vendor; (d) perform prompt injection, jailbreaking or similar manipulation against the platform's system prompts, tool-calling layer, retrieval layer or safety controls; (e) reverse-engineer, extract weights from, distil, or otherwise recover a model reached through the Service; (f) generate training data, synthetic dialogue or evaluation data for the purpose of building or improving a competing language model or a competing AI-support product; or (g) circumvent a Model Provider's safety systems or usage policies; or (h) configure, name or operate the assistant so as to represent it as a human being, in any jurisdiction that requires disclosure of automated interaction, including by removing or overriding the default AI-identifying configuration described in clause 4.5 of the Agreement.
A4.2 The Vendor must not resell raw access to the Service's model endpoints, or expose them as a general-purpose AI API, without ReplyTower's prior written agreement. Providing AI support to the Vendor's own End Users is not resale.
A5.1 The Vendor must not: (a) exceed a published rate limit, or use automation to evade one; (b) circumvent, falsify or interfere with usage metering, quota enforcement or billing; (c) share API keys, HMAC connector keys or portal credentials with a separate legal entity, or use one account to serve more than one business; (d) probe, scan or test the vulnerability of the platform without ReplyTower's prior written permission, or breach any authentication or access control; (e) submit content designed to impair the Service, including deliberate resource- exhaustion payloads; or (f) misrepresent the origin of traffic sent to the Service.
A5.2 ReplyTower welcomes good-faith security reports at info@replytower.com. A report made in good faith, without data exfiltration and without service disruption, is not a breach of A5.1(d).
A6.1 ReplyTower does not routinely read End User conversations. ReplyTower may review specific content when it investigates a credible abuse report, a security incident, a suspected breach of this policy, a legal demand, or a support request the Vendor raises.
A6.2 ReplyTower processes automated abuse and safety signals as part of normal operation.
A7.1 ReplyTower normally enforces in this order:
A7.2 Immediate suspension. ReplyTower may suspend immediately, without the notice step, where the conduct creates legal risk to ReplyTower, threatens platform integrity or another Vendor's data, involves category A3.1(c), A3.1(d) or clause 10 of the Agreement, or where a Model Provider, hosting provider or authority requires it.
A7.3 After an immediate suspension, ReplyTower gives the Vendor a written explanation of the reason and of the facts relied on, without undue delay, unless law forbids that disclosure. The Vendor may respond, and ReplyTower will consider the response in good faith.
A7.4 Suspension does not pause or refund Fees. Clause 8 governs any balance.
A8.1 Report suspected breaches of this policy, abuse of the Service, or security issues to info@replytower.com. Include the Vendor name or domain, the date and time, and any evidence.
A8.2 ReplyTower acknowledges an abuse report within five (5) business days.
End of ReplyTower Terms of Service and Exhibit A, version 1.0.