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RELAY TERMS AND CONDITIONS

BY ACCEPTING THESE TERMS AND CONDITIONS THROUGH AN EXECUTED ORDER FORM THAT INCORPORATES THIS AGREEMENT OR CLICKING “I AGREE”, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THESE TERMS AND CONDITIONS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE LEGAL ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE “YOU” AND “CUSTOMER”, OR “YOU” AND RECIPIENT USER, AS USED IN THESE TERMS AND CONDITIONS SHALL REFER TO THAT LEGAL ENTITY. IF YOU DO NOT HAVE THE AUTHORITY OR IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON AND ARE NOT AUTHORIZED TO USE THE SERVICES.

These Relay Platform Terms and Conditions (“Terms and Conditions”) are an agreement by and between Relay Platform Inc., with offices at 325 Front Street West, 4th Floor – Toronto, ON M5V 2Y1 – Canada and 251 Little Falls Drive, Wilmington, Delaware, 19808 – U.S.A. (“Relay” or “we”) and the individual or entity that has executed these Terms and Conditions (“you”). These Terms and Conditions (including the Appendices and any applicable Order Form) set forth the terms and conditions that govern access to and use of Relay’s platform for property and casualty reinsurance and related solutions, which are described more fully in the Support Terms attached hereto (“Services”).

Our Services enable offer information management and other technology tools to assist insurers, brokers, and/or reinsurers with placing insurance and/or reinsurance.
For our Services:
o you are our “Customer” if you are the legal or natural person that orders our Services (including free trials).
o you are an “Authorized User” if you are an employee, consultant, contractor, agent or other representative authorized by our Customer to access and use our Services under our agreement with the Customer. If you are our Customer who is a natural person (and not a representative of a customer who is an entity), then you also are an Authorized User.
o you are a “Recipient User” if you receive messages (such as a request for reinsurance or insurance) from our Customer and access content through the Services.

1. Key Definitions

Capitalized terms not defined in these Terms and Conditions have the meanings given in Appendix 1 below.

2. Right to Use the Services

a. Grant of Right. Subject to and conditioned on compliance with these Terms and Conditions, Relay hereby grants, during the Term, the following rights, as applicable:
(i) A non-exclusive, non-transferable and revocable right to access and use the Services in accordance with these Terms and Conditions and any applicable Order Form. Use of the Services is limited to Customer’s internal business purposes; and
(ii) a limited, revocable, non-exclusive, non-transferable, non-sub-licensable license to use the Documentation solely for Customer’s internal business purposes in connection with its use of the Services.
No implied licenses are granted under these Terms and Conditions. Relay reserves all rights that are not expressly granted herein.
b. Account. In general, Authorized Users each need an account with Relay (“Account”) to use the Services. Certain Authorized Users must choose a username and password (“Account Credentials”). A Subscription Plan may require designation of an Authorized User who controls the account (“Admin User”). Relay shall provide to Customer the initial Access Credentials within a reasonable time following the Subscription Period Start Date. The total number of Authorized Users must not exceed the number set forth in the Subscription Plan or any applicable Order Form. If you are the only Authorized User or the Admin User, you (or if applicable the Admin User) can change your Subscription Plan in your Account or by executing an Order Form. You understand and agree that each Authorized User is responsible for all activities that occur through his or her Account Credentials. Relay may, in its sole discretion, suspend or terminate Account Credentials and access to the Services if Account information is inaccurate, out of date or incomplete (or if Relay reasonably believes it is). If you suspect or detect unauthorized activity through your Account Credentials, you agree to immediately notify Relay at [email protected]

c. Customer Responsibilities. Customer, not Relay, is solely responsible for:
(i) Authorized Users’ compliance with these Terms and Conditions, including information, instructions or materials provided by any of them to Relay or through the Services, results obtained from any use of the Services and conclusions, decisions or actions based on such use;

(ii) For all Customer Data transmitted to or through the Services or otherwise made available by Customer and its Authorized Users in connection with the Services, including ensuring that Relay has all rights and permissions required for Relay to transmit and otherwise process Customer Data in order to perform the Services;

(iii) For informing intended recipients of its Customer Data through the Services of any special confidentiality and other requirements related to the recipients use of the Customer Data, which special confidentiality and other requirements are in addition to Confidentiality Obligations agreed to under these Terms and Conditions (which Confidentiality Obligations are the same as those agreed to by all Customers that use the Services) and which special confidentiality and other requirements can be transmitted on the Relay platform, at Customer’s request;

(iv) For the security and use of Customer’s and its Authorized Users’ Access Credentials;

(v) The information technology infrastructure through which Customer accesses and uses the Services, including hardware and other equipment, software, networks and internet connectivity, whether operated directly by Customer or through the use of third-party services (“Customer Systems”);

(vi) All access to and use of the Services directly or indirectly through the Customer Systems, whether or not authorized;

(vii) Applying the appropriate level of access to Customer Data;

(viii) The operation, maintenance and management of the Customer Systems; and

(ix) The Internet connection used to access and use the Services and mobile and other fees incurred by Customer and Authorized Users in connection with their access to and use of the Services.

d. Recipient User Responsibilities. Recipient User, not Relay, is solely responsible for:
(i) Recipient User’s compliance with these Terms and Conditions, including information, instructions or materials provided by Recipient User to Relay or through the Services, results obtained from any use of the Services and conclusions, decisions or actions based on such use;

(ii) For all Recipient User Data transmitted to or through the Services or otherwise made available by Recipient User in connection with the Services, including ensuring that Relay has all rights and permissions required for Relay to transmit and otherwise process Recipient User Data in order to perform the Services, which special confidentiality and other requirements are in addition to Confidentiality Obligations agreed to under these Terms and Conditions (which Confidentiality Obligations are the same as those agreed to by all Recipient Users that use the Services) and which special confidentiality and other requirements can be transmitted on the Relay platform at Recipient User’s request;

(iii) For informing intended recipients of its Recipient User Data through the Services of any special confidentiality and other requirements related to the recipients use of the Recipient User Data;

(iv) For the security and use of Recipient User’s Access Credentials;

(v) The information technology infrastructure through which Recipient User accesses and uses the Services, including hardware and other equipment, software, networks and internet connectivity, whether operated directly by Recipient User or through the use of third-party services (“Recipient User Systems”);

(vi) All access to and use of the Services directly or indirectly through the Recipient User Systems, whether or not authorized;

(vii) Applying the appropriate level of access to Recipient User Data;

(viii) The operation, maintenance and management of the Recipient User Systems; and

(ix) The Internet connection used to access and use the Services and mobile and other fees incurred by Recipient User in connection with their access to and use of the Services.

3. Confidentiality Obligations.

Whether you are our Customer, an Authorized User or an Recipient User, you agree: (i) to use Confidential Information in accordance with the provisions of these Terms and Conditions and not to use, access or permit the use of or access to Confidential Information except as necessary to exercise rights or perform obligations under and in accordance with these Terms and Conditions, any applicable Order Form or as expressly permitted by the disclosing party in writing; (ii) to treat all information to which you have access through the Services as Confidential Information and not use or disclose (or permit anyone else to use or disclose) information to which you have access through the Services except as expressly permitted by the source of the information; and (iii) to exercise due care in protecting Confidential Information from unauthorized use and disclosure.

Relay also agrees (i) to use, access or permit the use of or access to Confidential Information only as necessary to offer the Services and as set forth in these Terms and Conditions and (ii) to exercise due care in protecting Confidential Information from unauthorized use and disclosure.

You and Relay each agree that you may disclose the other’s Confidential Information to employees, representatives and subcontractors who have a need to know and are legally bound to keep such information confidential consistent with these Terms and Conditions. You and Relay each may disclose the other’s Confidential Information as required by law, in response to a governmental entity request and in any legal proceeding arising from or in connection with these Terms and Conditions.

Without limiting the generality of the foregoing, you further acknowledge and agree that Relay may disclose Customer Data or Recipient User Data if: (i) we believe that disclosure is reasonably necessary to comply with any law, legal process or government request, (ii) to enforce our agreements and policies, (iii) to protect the security or integrity of our Services, (iv) to protect ourselves, our other customers or the public from harm or illegal activities, or (v) to respond to an emergency which we believe in good faith requires us to access or disclose data to assist in preventing a death or serious bodily injury.

Confidential Information does not include any information which: (i) is publicly available through no fault of receiving party; (ii) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (iii) was properly disclosed to receiving party, without restriction, by another person without violation of disclosing party’s rights; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

You and Relay each acknowledge and agree that no adequate remedy exists at law for an actual or threatened breach of this Section 3 and that, in the event of an actual or threatened breach of the provisions of confidentiality, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without the requirement to post bond and without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violation of these confidentiality obligations.

4. Use Restrictions.

Customer and Recipient User each shall not, and shall not permit any Authorized User or third party to, access or use the Services except as expressly permitted by these Terms and Conditions, any applicable Order Form and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer and Recipient User each shall not, except as these Terms and Conditions expressly permit:
(i) copy, modify, frame, mirror or create derivative works or improvements of the Services;
(ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available all or any part of the Services to any unauthorized third party, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
(iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part;
(iv) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of his or her own then-valid Access Credentials;
(v) input, upload, transmit, or otherwise provide to or through the Services, any information or materials that are unlawful or injurious or contain, transmit or activate any virus, worm, malware or other malicious computer code;
(vi) damage, destroy, disrupt, disable, impair or otherwise impede or harm in any manner the Services or Relay’s provision of services to any third party, in whole or in part;
(vii) remove, delete, alter, or obscure any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or Third-Party Materials, including any copy thereof;
(viii) access or use the Services or Third-Party Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any right of any third party (including by any unauthorized access to or misappropriation, use, alteration, destruction, or disclosure of the data of any other customer) or that violates any applicable law;
(ix) access or use the Services for purposes of competitive analysis of the Services, the development, provision or use of a competing product or service or any other purpose that is to the Relay’s detriment or commercial disadvantage; or
(x) otherwise access or use the Services beyond the scope of the authorization expressly granted under these Terms and Conditions.
5. Intellectual Property Rights.

a. Services. All right, title, and interest in and to the Services, including all intellectual property rights therein, are and will remain with Relay. Customer and Recipient User each have no right, license, or authorization with respect to any of the Services except as expressly set forth in Section 2. All other rights in and to the Services are expressly reserved by Relay.
b. Third-Party Materials. With respect to Third-Party Materials, the applicable third-party providers own all right, title and interest, including all intellectual property rights, in and to the Third-Party Materials. Customer and Recipient User each has no right, license, or authorization with respect to Third-Party Materials except as expressly set forth in the applicable third-party license. All other rights in and to the Third-Party Materials are expressly reserved by the applicable third-party licensor.
c. Customer Data. As between Customer and Relay, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all intellectual property rights relating thereto. Customer hereby grants to Relay all rights and permissions in or relating to Customer Data as are necessary or useful to Relay to provide Authorized Users with the Services, enforce these Terms and Conditions, exercise Relay’s rights and perform Relay’s obligations hereunder for the Term plus any additional post-termination period during which Relay provides you with access to retrieve an export file of Customer Data. Without limiting the generality of the foregoing, you grant Relay the right to process and share Customer Data in accordance with any applicable Order Form or your written instructions. Customer acknowledges and agrees that Relay is not and will not be responsible for any use or misuse of Customer Data that Customer instructs Relay to transmit to or share with any third party.
d. Recipient User Data. As between Recipient User and Relay, Recipient User is and will remain the sole and exclusive owner of all right, title, and interest in and to all Recipient User Data, including all intellectual property rights relating thereto. Recipient User hereby grants to Relay all rights and permissions in or relating to Recipient User Data as are necessary or useful to Relay to provide Recipient User with the Services, enforce these Terms and Conditions, exercise Relay’s rights and perform Relay’s obligations hereunder for the Term plus any additional post-termination period during which Relay provides you with access to retrieve an export file of Recipient User Data. Without limiting the generality of the foregoing, you grant Relay the right to process and share Recipient User Data in accordance with your written instructions. Recipient User acknowledges and agrees that Relay is not and will not be responsible for any use or misuse of Recipient User Data that Recipient User instructs Relay to transmit to or share with any third party.
e. Feedback; Analytical Data. If and to the extent Customer or Recipient User has any right in or to Feedback or Analytical Data, Customer and Recipient User each hereby irrevocably grants (and shall that each Authorized User grants) a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Analytical Data and Feedback, and to sublicense the foregoing rights, in connection with the Services. You also acknowledge and agree that Relay may publish Feedback in connection with Customer’s or Recipient User’s name and logo(s) on the Services.
f. Marks. Subject to these Terms and Conditions, you and Relay each grant the other the right to use and display each other’s name and logo(s) (the “Marks”) on your respective websites and in other promotional materials solely in connection with each of their respective activities under these Terms and Conditions and in accordance with applicable usage guidelines. All such use will inure to the benefit of the Marks’ owner. You and Relay each agree not to use, register or take other action with respect to the other’s Marks, except to the extent allowed in advance in writing. In using the Marks under this subsection, you and Relay each will always use the then-current Marks and will not add to, delete from or modify any of the Marks or at any time, misrepresent the relationship between you and Relay. The rights to use and display the other party’s Marks under this subsection will end automatically upon any expiration or any earlier termination of these Terms and Conditions (excluding however any material containing the Marks produced prior to such expiration or any earlier termination).

6. Support Services.

Relay will provide the maintenance, support and services levels (collectively “Support Services”) described in the Support Services Terms set forth at https://www.relayplatform.com/relay-platform-service-level-terms/

7. Privacy and Data Protection

In performing the Services, Relay will comply with the Relay Privacy Policy, which is available at https://www.relayplatform.com/privacy-policy/ and incorporated herein by reference. The Relay Privacy Policy is subject to change at our discretion provided that Relay will not materially reduce the level of protection during the Term without advance notice to and consent from you. Please also see our Data Protection Appendix below.

8. Free Trials

Any free trial or other promotion that provides access to the Services must be used within the specified time of the trial. At the end of the trial period, your subscription to access and use the Services will automatically continue in accordance with the Subscription Plan you selected when you signed up and associated Fees, unless you take action to cancel the subscription in writing prior to the expiration of the trial period.

9. Fees and Payment Terms and Conditions.

a. Fees. You agree to pay any applicable Fees generated under your Account or any applicable Order Form. Unless Fees are specific in an Order Form, the current Fees schedule is available upon request at https://www.relayplatform.com/pricing/ . Fees will not change unless you upgrade your Subscription Plan, are notified by Relay as set forth in these Terms and Conditions or otherwise agree with Relay through an Order Form or other writing. You are responsible for payment of Fees beginning on of the Subscription Period Start Date and then at the beginning of the next Subscription Period, in accordance with the Subscription plan you selected. Fees may include an initial, one-time activation fee.

b. Increase in Fees. Relay reserves the right to increase the Fees on sixty (60) days’ advance written notice to you, effective at the end of any pre-paid Subscription Plan only

c. Payment Methods. If you pay by credit card, you authorize out third-party payment processors to charge your credit card for all Fees. You further authorize us to use a third party to process credit card payments and consent to the disclosure of your payment information to that third party.

If you pay by ACH or wire transfer you must provide Relay with valid ACH or wire payment information.

If you pay by invoice, we will invoice you on or about the first day of each Subscription Period. All amounts invoiced are due and payable within seven (7) days from the date of the invoice, unless otherwise agreed in writing with Relay.

d. Payment Information. You are responsible for keeping your billing information and credit card information (where applicable) up to date in your Account. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in these Terms and Conditions or an Order Form.

e. Late Fees. We reserve the right to charge interest on any undisputed late payment of Fees. Payment for undisputed amounts not received within 30 days of any given due date may be assessed interest of 1% per month or the maximum charge permitted by law. If Fees remain unpaid for more than 90 days after the date due, then Relay reserves the right to terminate your access to the Services with or without notice.

10. Taxes.

Relay’s Fees are exclusive of any applicable Sales Tax, VAT taxes, use taxes, excise taxes and all other taxes imposed on or with respect to our Services whether imposed directly on you or on Relay (collectively, the “Taxes”). If any Services or payments for any Services under these Terms and Conditions or an Order Form are subject to Taxes, you will be responsible for the payment of such Taxes and related penalties or interest to the relevant tax authority, and you will indemnify Relay for any liability or expense we may incur in connection with such Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable Taxes. For purposes of this section, Taxes do not include any taxes that are imposed on or measured by the net income, property tax or payroll taxes of Relay.

IF YOU ARE REQUIRED TO DEDUCT OR WITHHOLD TAXES, YOU MUST PAY THE AMOUNT DEDUCTED OR WITHHELD AS REQUIRED BY LAW AND PAY US AN ADDITIONAL AMOUNT SO THAT WE RECEIVE PAYMENT IN FULL AS IF NO DEDUCTION OR WITHHOLDING WAS MADE.

11. No, Sale Solicitation Or Negotiation Of Insurance or Reinsurance.

The parties agree that Relay is not licensed as an insurance or reinsurance company, agent, broker, producer, intermediary or licensed in a similar capacity. The parties agree that none of the actions or functions performed by Relay in any way involve, or should be construed to involve, the sale, solicitation or negotiation of insurance or reinsurance by Relay. The Parties agree that none of the actions or functions performed by Relay involve, or should be construed to involve, acts, actions or functions of an insurance or reinsurance company, agent, broker, intermediary, or similarly licensed party. The parties agree that none of the monies or compensation received by Relay involves, should be construed to be, or should be construed to involve an insurance commission, a rebate, or a reduction in insurance premium. The parties agree that Relay is not acting or functioning as an insurance or reinsurance company, agent, broker, intermediary, or similarly licensed party with respect to this this site. The parties agree that they have no expectation that Relay is acting as, or performing any function of, an insurance or reinsurance company, agent, broker, intermediary, or similarly licensed party. The parties agree that they are not relying on Relay to act as, or perform any function of, an insurance or reinsurance company, agent, broker, intermediary, or similarly licensed party. The parties agree that they have no expectation that Relay is in any way involved or engaged in the sale, solicitation or negotiation of insurance or reinsurance. The parties agree that they are not relying on Relay to in any way be involved or engaged in the sale, solicitation or negotiation of insurance or reinsurance. The parties agree that they are not relying, in any way, on Relay to perform role or function of an insurance or reinsurance company, agent, broker, producer, intermediary or similarly licensed party.

This provision shall survive termination of this Agreement.

12. Sharing of Information

a. For reinsurance purposes. You acknowledge and agree that all information you receive as a result of using the Services is intended only for you and: (a) if you are a party using the Services to place reinsurance, those other parties within your company, organization or similar such entity that are required to have access to such information for the sole purpose of placing reinsurance; or (b) if you are a party using the Services to potentially provide reinsurance, those other parties within your company, organization or similar such entity that are required to have access to such information for the sole purpose of providing a quote for reinsurance, binding a quote for reinsurance, or performing any other function necessary to provide reinsurance. By agreeing to these Terms and Conditions, you agree not to share any information you receive as a result of using Services with any other party other than: (a) if you are a party using the Services to place reinsurance, those parties within your company, organization or similar such entity that are required to have access to such information for the sole purpose of placing reinsurance; or (b) if you are a party using the Services to potentially provide reinsurance, those parties within your company, organization or similar such entity that are required to have access to such information for the sole purpose of providing a quote for reinsurance, binding a quote for reinsurance, or performing any other function necessary to provide reinsurance. If you are a party using the Services to place reinsurance, you expressly agree that any information received by you as a result of using the Services will not be shared by you with any party within your company, organization or similar such entity involved in any way in the issuance or provision of reinsurance. If you are a party using the Services to potentially issue or provide reinsurance, you expressly agree that any information received by you as a result of using the Services will not be shared by you with any party within your company, organization or similar such entity involved in any way in the placement of reinsurance or in the issuance of any type of direct insurance.

b. For insurance purposes. You acknowledge and agree that all information you receive as a result of using the Services is intended only for you and: (a) if you are a party using the Services to secure insurance, those other parties within your company, organization or similar such entity that are required to have access to such information for the sole purpose of securing insurance; or (b) if you are a party using the Services to potentially provide insurance, those other parties within your company, organization or similar such entity that are required to have access to such information for the sole purpose of providing a quote for insurance, binding a quote for insurance, or performing any other function necessary to provide insurance. By agreeing to these Terms and Conditions, you agree not to share any information you receive as a result of using Services with any other party other than: (a) if you are a party using the Services to secure insurance, those parties within your company, organization or similar such entity that are required to have access to such information for the sole purpose of securing insurance; or (b) if you are a party using the Services to potentially provide insurance, those parties within your company, organization or similar such entity that are required to have access to such information for the sole purpose of providing a quote for insurance, binding a quote for insurance, or performing any other function necessary to provide insurance. If you are a party using the Services to secure insurance, you expressly agree that any information received by you as a result of using the Services will not be shared by you with any party within your company, organization or similar such entity involved in any way in the issuance or provision of insurance. If you are a party using the Services to potentially issue or provide insurance, you expressly agree that any information received by you as a result of using the Services will not be shared by you with any party within your company, organization or similar such entity involved in any way in securing or brokering insurance.

13. Additional Agreement of Relay

Relay agrees, at all times, to act in a trustworthy manner and with the highest integrity and in the utmost good faith with respect to all information it receives from you pursuant to these Terms and Conditions.

14. Revisions to Terms and Conditions and Services.

You acknowledge and agree that Relay has the right to modify these Terms and Conditions from time to time to reflect changes to the Services or applicable law. Relay will notify you in advance of material modifications to these Terms and Conditions that reduce your rights. Relay will make these notifications by email using the email addresses associated with the Account (as defined below) and through notices posted within the Services. Continued use of the Services after the end of the notice period specified in the notification is deemed conclusive acceptance of the Terms and Conditions as modified.

Certain Services may require that you agree to additional terms (“Supplemental Terms and Conditions”). If any of these Terms and Conditions conflict with the Supplemental Terms and Conditions, the Supplemental Terms and Conditions will control with respect to such conflict.

Relay may at any time, without notice or liability, update the Services or discontinue any feature or functionality of the Services.

15. Export Controls.
You may not use, export, import or transfer the Services except as authorized by the laws of the jurisdiction in which you obtained the Services and any other applicable law. You must follow Canadian export and economic sanctions laws, and United States export control laws and regulations, including, but not limited to, United States Export Administration Regulations and other U.S. export regulations. The Services (including any software we may provide in connection with them) may be subject to applicable Canadian export control laws and economic sanctions regulations, and United States export control laws and regulations, including, but not limited to, United States Export Administration Regulations and other U.S. export regulations. In receiving the Services, you agree to comply strictly with all domestic and international export laws and economic sanctions regulations as they apply to the Services, and to the extent consistent with these Terms and Conditions, to obtain any necessary license or other authorization to export, re-export, or transfer the Services. These laws include restrictions on destinations, users, and end use.
16. Expiration; Termination.

a. Expiration. These Terms and Conditions automatically expire at the end of the Subscription Term.

b. Termination. In addition to termination or suspension of the Services for non-payment of Fees, we may also, upon written notice to you, terminate or suspend your access to the Services immediately for cause if: (a) you or any Authorized User violate (or give us reason to believe you have violated) these Terms and Conditions or our Privacy Policy https://www.relayplatform.com/privacy-policy/ ; (b) we have reason to believe that use of the Services by your or any Authorized User is fraudulent or negatively effecting the operating capability of the Services; (c) we determine, in our sole discretion, that providing the Services is prohibited by law, violates the intellectual property rights of a third party or it has become impractical or unfeasible for any legal or regulatory reason to provide the Services; or (d) subject to law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. If we suspend the Services associated with your Account, we will make a reasonable attempt to notify you. You agree that all terminations for cause shall be made in Relay’s sole discretion and that Relay shall not be liable to you or any third party for any termination of your Account or access to the Services.

c. Effect of Expiration or Termination. Upon expiration or any earlier termination, your (including all or any Authorized Users) right to use the Services automatically terminates. You understand that any termination of Services may involve deletion of Customer Data or Recipient User Data associated therewith from our live databases. Relay will not have any liability whatsoever to you for any suspension or termination, including for deletion of Customer Data or Recipient User Data.

d. Survival. Upon expiration or any earlier termination of these Terms and Conditions, the terms of the following Sections will survive: Sections 3, 5, 9, 17, 18, 19 and 21].

17. NO WARRANTIES.
TO THE EXTENT PERMITTED BY APPLICABLE LAW AND UNLESS OTHERWISE SET FORTH IN AN ORDER FORM OR OTHERWISE IN WRITING, RELAY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AVAILABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE. RELAY’S SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY IS THE MINIMUM PERMITTED UNDER THAT LAW.

RELAY MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (iv) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; OR (v) RELAY WILL CONTINUE TO OFFER THE SERVICES OR THE SERVICES IN WHOLE OR IN PART.

YOU UNDERSTAND THAT RELAY MAKES NO GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING THE SERVICES. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.

18. Indemnification.

You will defend, indemnify and hold Relay and its affiliates, as well as their respective officers, directors and employees, harmless against any actual or threatened claim, loss, expense, liability, proceeding, third-party discovery demand, governmental investigation or enforcement action (each, a “Claim”) arising out of or relating to your acts or omissions in connection with (a) Customer Data or Recipient User Data that you transmit through the Services; (b) your violation of the Terms and Conditions; or (c) your violation of any applicable law. Relay will cooperate as fully as reasonably required in the defense of any Claim, at your expense. We reserve the right, at your expense, to retain separate counsel for ourselves in connection with any Claim or, if you have not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any Claim in which you are a named party and that is otherwise subject to indemnification under this Section 18. You will pay all costs, reasonable attorneys’ fees and any settlement amounts or damages awarded against us in connection with any Claim. You also are liable to us for any costs and reasonable attorneys’ fees we incur to successfully establish or enforce our right to indemnification under this Section 18. You agree that the provisions in this Section 18 will survive any termination of your Account, the Terms and Conditions or your access to the Services.

19. Exclusion of Damages; Limitations of Liability.

EXCEPT FOR LIABILITY ARISING FROM VIOLATIONS OF SECTIONS 2, 3,4, 5,9,10 AND 15, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF SUCH PARTY HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS DESCRIBED IN THIS SECTION 19, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL RELAY BE LIABLE TO YOU FOR ANY DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

20. International Users.

The Services are controlled, operated and administered by Relay from its offices within Canada and the U.S. The Services are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or that would subject Relay or its affiliates to any registration requirement within such jurisdiction or country. Relay does not in any manner warrant or represent that the Services, including any content contained thereon, are appropriate or available for use in any particular location. If you choose to access the Services, you do so on your own initiative and you are responsible for compliance with all applicable laws.

21. General.
a. No Waiver. Relay’s failure to enforce at any time any provision of these Terms and Conditions does not waive our right to do so later. And, if we do expressly waive any provision of these Terms and Conditions, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by and us to be legally binding.
b. Assignment. You will not assign or otherwise transfer your subscription to the Services, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer in violation of this subsection will be null and void. Subject to this subsection, these Terms and Conditions are binding on both you and Relay and each of our successors and assigns.
c. Relationship. You and Relay are independent contractors in the performance of each and every part of these Terms and Conditions. Nothing in these Terms and Conditions is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. You and Relay will be solely responsible for all of our respective employees and agents and our respective labor costs and expenses arising in connection with our respective employees and agents. Except with respect to Claims covered under Section 18, you and Relay also are solely responsible for any and all claims, liabilities or damages or debts of any type that may arise on Account of each of our respective activities, or those of each of our respective employees or agents, in the performance of these Terms and Conditions. Neither you nor Relay has the authority to commit the other of us in any way and will not attempt to do so or imply that it has the right to do so.
d. Severability. If any provision of these Terms and Conditions is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms and Conditions will continue in full force and effect.
e. Notices. Where Relay requires that you provide an email address, you are responsible for providing Relay with your most current email address. If the last email address that you provided to Relay is not valid, Relay’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Relay at the following address: 325 Front Street West, 4th Floor – Toronto, ON M5V 2Y1 – Canada or by emailing [email protected] Any mailed notice shall be deemed given when received by Relay by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
f. Entire Agreement. Except as provided in these Terms and Conditions, Order Forms and other documents incorporated herein by reference, these Terms and Conditions supersede all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written with respect to the subject matter hereof. No oral or written information or advice given by Relay, its agents or employees will create a warranty or in any way increase the scope of the warranties in these Terms and Conditions.
g. Electronic Communications. The communications between you and Relay may use electronic means. For contractual purposes you (a) consent to receive communications from Relay in an electronic form or through phone calls to any number associated with your Account; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Relay provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
h. Force Majeure. No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms and Conditions to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; earthquake and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
i. Governing Law and Venue. These Terms and Conditions will be governed by and interpreted according to the laws of Ontario and the laws of Canada applicable therein without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. These Terms and Conditions will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Any legal suit, action or proceeding arising out of or related to these Terms and Conditions or our Use shall be instituted in the courts of the Province of Ontario and we each consent to the personal jurisdiction of these courts.
j. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JURY.
k. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS AND CONDITIONS MUST MEDIATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE MEDIATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
l. Limitations Period. YOU AND RELAY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, SERVICES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

QUESTIONS?
If you have any questions, complaints or claims with respect to Services, please contact us at
Relay Platform Inc.
Attn: Customer Support
325 Front Street West, 4th Floor – Toronto, ON M5V 2Y1 – Canada
[email protected]

In accordance with California Civil Code 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, by telephone at (800) 952-5180 or online at www.dca.ca.gov.

APPENDIX 1 TO RELAY TERMS AND CONDITIONS: DEFINITIONS

In these Terms and Conditions, the following capitalized terms have the following meanings:

Analytical Data means data related to Customer’s use of the Services that is used by Relay in an aggregate manner, including to compile statistical and performance information related to the provision, operation and improvement of the Services and detect and prevent fraud but excluding Personal Data as such term is defined in the Data Protection Appendix.

Confidential Information means any information or data, regardless of whether it is in tangible form, disclosed through the Services that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure.

Customer Data means data (including Personal Data) in any form or medium transmitted by Customer or an Authorized User by or through the Services but excluding Analytical Data.

Customer Marks means Customer’s proprietary trademarks, trade names, branding or logos, whether or not registered.

Documentation means all manuals, instructions, or other documents or materials that Relay provides or makes available to Customer in any form or medium and that describe the functionality, components, features or requirements of the Services, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.

Feedback means ideas, suggestions, documents, proposals or other feedback about the Services submitted to Relay by Customer or an Authorized User.

Fees means the fees that are due to Relay for Customer’s Subscription Plan or otherwise as set forth in an Order Form.

Order Form means the ordering documents executed by Relay and Customer to purchase a Subscription Plan or other products and services and any subsequent ordering document executed by Customer and Relay that expressly references to these Terms and Conditions.

Personal Data means Recipient User has the meaning given in the Data Protection Appendix.

Recipient User Data means data (including Personal Data) in any form or medium transmitted by Recipient User by or through the Services but excluding Analytical Data.

Recipient User Marks means Recipient User’s proprietary trademarks, trade names, branding or logos, whether or not registered.

Relay Marks means Relay’s proprietary trademarks, trade names, branding or logos, whether or not registered.

Sales Tax means sales or use tax and any other tax measured by sales proceeds which Relay is permitted to pass to its customers that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

Subscription Plan means the bundle of Services that the Customer orders through an electronic purchase.

Subscription Period means the term associated with the Subscription Plan or otherwise as set forth in an Order Form.

Subscription Term Start Date is the date that Customer selects and pays for a Subscription Planor otherwise as set forth in an Order Form.

Third-Party Materials means third parties that provide technologies and services to support the Services, such as hosting service providers.

* * * *

APPENDIX 2 TO RELAY TERMS AND CONDITIONS: DATA PROTECTION APPENDIX

1. Defined Terms

a. “Applicable Data Protection Laws” means applicable laws relating to privacy protection in all jurisdictions where the Agreement is performed (including without limitation GDPR and CCPA), each as amended from time to time.
b. “Business Purpose” means Processing of Personal Data to: (i) identify Authorized Users and Recipient Users to enable their use of the Services; (ii), track and record support provided to or for Authorized Users and Recipient Users; (iii) communicate with Authorized Users and Recipient Users regarding the Services and related services; (iv) detect and prevent fraudulent or unauthorized use of the Services; (v) analyze and use data generated and derived from or about the operation and use of the Services for Relay’s legitimate and lawful operational, technological development, improvement and related business purposes; and (vi) report and account for use of the Services as required by law applicable to Relay.
c. “CCPA” means the California Consumer Privacy Act of 2018 (Cal. Civ. Code §§ 1798.100 – 1798.199) and its implementing regulations (as and when finalized).
d. “Controller” means the person or entity who or that determines the purpose and means of Processing of Personal Data.
“Data Subject” means a natural person to whom Personal Data relates, including a “consumer” as defined under CCPA.
e. “GDPR” means the General Data Protection Regulation (EU 2016/679) and its implementing laws.
f. “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration or unauthorized disclosure of or access to Personal Data that requires notification to third parties pursuant to Applicable Data Protection Laws.
g. “Personal Data” has the meaning given under Applicable Data Protection Laws and that is Customer Data or Recipient User Data (as defined in the Agreement) or relates to Authorized Users or Recipient Users.
h. “Process” and “Processing” (and their variants) means any operation or set of operations performed on Personal Data.
i. “Processor” means the person or entity who or that Processes Personal Data on behalf of the Controller, including a “service provider” as defined in CCPA.

Any other capitalized term used but not defined in this Data Protection Appendix has the meaning given in the Terms and Conditions.

2. Data Processing Obligations
a. Customer and Recipient User will only disclose Personal Data to Relay to Process as necessary to perform the Terms and Conditions.
b. Except as set forth in Section 2d, Customer as Controller appoints Relay as Processor to Process Personal Data on behalf of Customer for the purposes set forth in the Terms and Conditions and as otherwise instructed by in writing or as required to comply with applicable law. Relay shall have no liability for any claim arising from or related to Relay’s Processing of Personal Data under this Data Protection Appendix pursuant to Customer’s instructions.
c. Except as set forth in Section 2e, Recipient User, as Controller appoints Relay as Processor to Process Personal Data on behalf of Recipient User for the purposes set forth in the Terms and Conditions and as otherwise instructed by Recipient User in writing or as required to comply with applicable law. Relay shall have no liability for any claim arising from or related to Relay’s Processing of Personal Data under this Data Protection Appendix pursuant to Recipient User’s instructions.
d. Relay shall Process Personal Data for the Business Purpose as a separate and independent Controller. In no event will Customer and Relay Process Personal Data as Joint Controllers (as such term is defined in GDPR). Each party is individually and separately responsible for complying with the obligations that apply to it as a Controller under Applicable Data Protection Laws.
e. Relay shall Process Personal Data for the Business Purpose as a separate and independent Controller. In no event will Recipient User and Relay Process Personal Data as Joint Controllers (as such term is defined in GDPR). Each party is individually and separately responsible for complying with the obligations that apply to it as a Controller under Applicable Data Protection Laws.
f. Customer hereby represents to Relay that all Personal Data provided or made available by or on behalf of Customer to Relay for Processing in connection with the Terms and Conditions was collected by the Customer and is transmitted to Relay in accordance with Applicable Data Protection Laws. Customer has obtained all necessary authorizations from each Data Subject required under Applicable Data Protection Laws to enable Relay to Process the Personal Data pursuant to the Terms and Conditions and to exercise its rights and fulfil its obligations under this Agreement.
g. Recipient User hereby represents to Relay that all Personal Data provided or made available by or on behalf of Recipient User to Relay for Processing in connection with the Terms and Conditions was collected by the Recipient User and is transmitted to Relay in accordance with Applicable Data Protection Laws. Recipient User has obtained all necessary authorizations from each Data Subject required under Applicable Data Protection Laws to enable Relay to Process the Personal Data pursuant to the Terms and Conditions and to exercise its rights and fulfil its obligations under this Agreement.

3. RELAY AS PROCESSOR
When Relay is acting as a Processor pursuant to Section 2b or Section 2e, the following terms shall apply:
a. Unless restricted by applicable law, Relay shall inform Customer if, in Relay’s reasonable judgment, Processing of Personal Data pursuant to the Terms and Conditions or Customer’s instruction conflicts or is inconsistent with Relay’s legal obligations or Applicable Data Protection Laws.
b. Unless restricted by applicable law, Relay shall inform Recipient User if, in Relay’s reasonable judgment, Processing of Personal Data pursuant to the Terms and Conditions Recipient User’s instruction conflicts or is inconsistent with Relay’s legal obligations or Applicable Data Protection Laws.
c. Relay shall ensure that all employees and agents (including sub-Processors) who or that are authorized by Relay to Process Personal Data are subject to contractual, statutory or common law obligations of confidentiality.
d. Relay shall provide Customer with reasonable assistance (as Customer’s reasonable cost) with data protection impact assessments or prior consultations with a supervisory authority (as such term is defined in GDPR) that Customer is required to carry out under Applicable Data Protection Laws.
e. Relay shall provide Recipient User with reasonable assistance (as Recipient User’s reasonable cost) with data protection impact assessments or prior consultations with a supervisory authority (as such term is defined in GDPR) that Recipient User is required to carry out under Applicable Data Protection Laws.
f. Relay shall implement reasonable and appropriate administrative, physical and technical safeguards in relation to the Processing of Personal Data that are intended to ensure a level of security appropriate to the Personal Data Processing pursuant to the Terms and Conditions, including as applicable the ability to ensure the ongoing confidentiality, integrity, availability and resilience of Processing systems and a procedure for regularly testing, assessing and evaluating the effectiveness of its administrative, physical and technical safeguards;
g. Without undue delay and within no more than forty eight (48) hours after Relay has a reasonable degree of certainty about the occurrence of a Personal Data Breach affecting Personal Data Processed by Relay pursuant to this Data Protection Appendix, Relay shall notify Customer of the Personal Data Breach via email to the email address provided to Relay in Customer’s Account (“Customer Notification Email”), provide such information as Customer may reasonably require to meet its obligations under applicable law with respect to the Personal Data Breach and take steps to remediate the Personal Data Breach.
h. Without undue delay and within no more than forty eight (48) hours after Relay has a reasonable degree of certainty about the occurrence of a Personal Data Breach affecting Personal Data Processed by Relay pursuant to this Data Protection Appendix, Relay shall notify Recipient User of the Personal Data Breach via email to the email address provided to Relay in Recipient User’s Account (“Recipient User Notification Email”), provide such information as Recipient User may reasonably require to meet its obligations under applicable law with respect to the Personal Data Breach and take steps to remediate the Personal Data Breach.
i. Relay shall timely notify Customer via the Customer Notification Email if Relay receives a valid and verifiable request from a Data Subject relating to the Processing of his or her Personal Data pursuant to the Terms and Conditions. Relay shall provide Customer with reasonable assistance in responding to the request.
j. Relay shall timely notify Recipient User via the Recipient User Notification Email if Relay receives a valid and verifiable request from a Data Subject relating to the Processing of his or her Personal Data pursuant to the Terms and Conditions. Relay shall provide Recipient User with reasonable assistance in responding to the request.
k. If Customer is subject to an information request or investigation from a competent data protection regulator, Relay shall, when required, assist Customer with the information request or investigation, provided that:
i. Customer shall ensure that any such information request or investigation that relates to Relay shall be permitted only for the purpose of verifying Relay’s compliance with Applicable Data Protection Laws and shall not oblige Relay to provide or permit access to Confidential Information of other recipients of the Services;
ii. Customer shall provide Relay with reasonable prior notice of any audit of Relay’s Services or facilities to be conducted under this Section 3k and shall use reasonable effort to minimize disruption to Relay’s business;
iii. Customer shall ensure that all information obtained or generated in connection with the information request or investigation is kept strictly confidential other than legally-mandated disclosure to a competent data protection regulator or as otherwise required by applicable law;
iv. If the information request or investigation relates to systems provided by or on the premises of Relay’s sub-Processors, the scope of such information request or investigation shall be as permitted under the relevant agreement in place between Relay and the sub-Processor;
v. Customer shall pay Relay’s reasonable costs for Relay’s assistance with the information request or investigation, and Customer shall not pay Relay any amount in excess of Relay’s reasonable costs for Relay’s assistance with the information request or investigation by virtue of the fact that Customer is also a Recipient User;
l. If Recipient User is subject to an information request or investigation from a competent data protection regulator, Relay shall, when required, assist Recipient User with the information request or investigation, provided that:
i. Recipient User shall ensure that any such information request or investigation that relates to Relay shall be permitted only for the purpose of verifying Relay’s compliance with Applicable Data Protection Laws and shall not oblige Relay to provide or permit access to Confidential Information of other recipients of the Services;
ii. Recipient User shall provide Relay with reasonable prior notice of any audit of Relay’s Services or facilities to be conducted under this Section 3l and shall use reasonable effort to minimize disruption to Relay’s business;
iii. Recipient User shall ensure that all information obtained or generated in connection with the information request or investigation is kept strictly confidential other than legally-mandated disclosure to a competent data protection regulator or as otherwise required by applicable law;
iv. If the information request or investigation relates to systems provided by or on the premises of Relay’s sub-Processors, the scope of such information request or investigation shall be as permitted under the relevant agreement in place between Relay and the sub-Processor;
v. Recipient User shall pay Relay’s reasonable costs for Relay’s assistance with the information request or investigation, and Recipient User shall not pay Relay any amount in excess of Relay’s reasonable costs for Relay’s assistance with the information request or investigation by virtue of the fact that Recipient User is also a Customer;
m. Customer may conduct one audit during Relay’s regular business hours per twelve (12) month period during the term of the Terms and Conditions unless Customer has a good-faith belief that Relay is not in compliance with Applicable Data Protection Laws and Customer identifies in writing the basis for its good-faith belief. Customer shall reimburse Relay’s reasonable costs for the audit. Before the commencement of any such audit, Customer and Relay shall mutually agree upon the scope, timing, duration and Relay’s reasonable costs of the audit. Customer shall promptly provide to Relay information about any actual or suspected non-compliance discovered during an audit. Customer may not conduct more than one audit during Relay’s regular business hours per twelve (12) month period during the term of the Terms and Conditions pursuant to this Section 3m simply by virtue of the fact that Customer is also a Recipient User.
n. Recipient User may conduct one audit during Relay’s regular business hours per twelve (12) month period during the term of the Terms and Conditions unless Recipient User has a good-faith belief that Relay is not in compliance with Applicable Data Protection Laws and Recipient User identifies in writing the basis for its good-faith belief. Recipient User shall reimburse Relay’s reasonable costs for the audit. Before the commencement of any such audit, Recipient User and Relay shall mutually agree upon the scope, timing, duration and Relay’s reasonable costs of the audit. Recipient User shall promptly provide to Relay information about any actual or suspected non-compliance discovered during an audit. Recipient User may not conduct more than one audit during Relay’s regular business hours per twelve (12) month period during the term of the Terms and Conditions pursuant to this Section 3n simply by virtue of the fact that Recipient User is also a Customer.
o. Upon expiration or any earlier termination of the Terms and Conditions, Relay shall delete or return to Customer all Personal Data in Relay’s possession; provided, however, that Relay may retain Personal Data as permitted or required to meet its obligations under applicable law.
p. Upon expiration or any earlier termination of the Terms and Conditions, Relay shall delete or return to Recipient User all Personal Data in Relay’s possession; provided, however, that Relay may retain Personal Data as permitted or required to meet its obligations under applicable law
q. Customer hereby provides its general authorization to Relay to appoint sub-Processors to perform the Terms and Conditions. Upon Customer’s request, Relay shall provide a list of Relay’s then-current sub-Processors.
i. Relay shall ensure that its sub-Processors are contractually obligated to protect Personal Data in compliance with Applicable Data Protection Laws and consistent with the obligations imposed on Relay in this Data Protection Appendix. Relay shall remain responsible for the acts and omissions of each sub-Processor, subject in each case to the terms of the Terms and Conditions.
ii. Relay shall notify Customer of any addition or replacement of sub-Processor. Customer agrees that Relay may provide notification of any such addition or replacement of sub-Processors via the Customer Notification Email. Customer must object to any change of sub-Processor in writing within ten (10) business days after the date of the notification. If Customer and Relay cannot mutually agree to a reasonable resolution to Customer’s objection, either party may terminate the Terms and Conditions upon written notice to the other party.
r. Recipient User hereby provides its general authorization to Relay to appoint sub-Processors to perform the Terms and Conditions. Upon Recipient User’s request, Relay shall provide a list of Relay’s then-current sub-Processors.
i. Relay shall ensure that its sub-Processors are contractually obligated to protect Personal Data in compliance with Applicable Data Protection Laws and consistent with the obligations imposed on Relay in this Data Protection Appendix. Relay shall remain responsible for the acts and omissions of each sub-Processor, subject in each case to the terms of the Terms and Conditions.
ii. Relay shall notify Recipient User of any addition or replacement of sub-Processor. Recipient User agrees that Relay may provide notification of any such addition or replacement of sub-Processors via the Recipient User Notification Email. Recipient User must object to any change of sub-Processor in writing within ten (10) business days after the date of the notification. If Recipient User and Relay cannot mutually agree to a reasonable resolution to Recipient User’s objection, either party may terminate the Terms and Conditions upon written notice to the other party.
s. Relay certifies that it will not sell (as such term is defined in CCPA) Customer’s Personal Data or Recipient User’s Personal Data.
t. Customer understands and agrees that Relay is not liable for Customer’s failure to timely receive any duly-transmitted email sent to the Customer Notification Email pursuant to Sections 3g, 3i and 3q that was not received by Customer due to Customer’s failure to monitor or maintain as active the Customer Notification Email or technical issues outside of Relay’s reasonable control
u. Recipient User understands and agrees that Relay is not liable for Recipient User’s failure to timely receive any duly-transmitted email sent to the Recipient User Notification Email pursuant to Sections 3h, 3j and 3r that was not received by Recipient User due to Recipient User’s failure to monitor or maintain as active the Recipient User’s Notification Email or technical issues outside of Relay’s reasonable control.

4. INTERNATIONAL TRANSFERS
Relay shall not transfer Personal Data (nor permit the transfer of Personal Data) outside of the European Economic Area (EEA), United Kingdom (if and when the UK withdraws from the European Union) or Switzerland, unless Relay deploys appropriate safeguards, as required by Applicable Data Protection Laws, such as entering into Standard Contractual Clauses adopted or approved by the European Commission or the UK government (if and when the UK withdraws from the European Union) with Customer or Recipient User.

5. MISCELLANEOUS
If the Terms and Conditions and this Data Protection Appendix conflict, then this Data Protection Appendix shall control but solely with respect to the Processing of Personal Data. This Data Protection Appendix shall expire on the date on which Relay no longer Processes Personal Data on behalf of Customer and Recipient User other than as needed to fulfil Relay’s record retention obligations. If any provision of this Data Protection Appendix is deemed invalid or unenforceable by a court of competent jurisdiction, then the remainder of this Data Protection Appendix shall remain valid and in force. The invalid or unenforceable provision shall be either amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or otherwise construed in a manner as if the invalid or unenforceable part had never been contained therein.