Relay.app Inc. Services Agreement
PLEASE READ THIS SERVICES AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY RELAY.APP INC. (“RELAY.APP”). BY CREATING A RELAY.APP ACCOUNT, YOU (“CUSTOMER”) AGREE TO BE BOUND BY THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
Access to the Services. Subject to Customer’s compliance with the terms and conditions of this Agreement, Relay.app grants Customer a nonexclusive, limited, personal, non sublicensable, non transferable right and license to the Services for the internal business purposes of Customer, only as provided herein and only in accordance with the Documentation.
Service Updates. From time to time, Relay.app may provide Updates to its customers generally without additional charge, and such Updates will become part of the Services and subject to this Agreement; provided that Relay.app shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Relay.app may make improvements and modifications to the Services at any time in its sole discretion; provided that Relay.app shall use commercially reasonable efforts to give Customer prior notice of any major changes.
Ownership; Feedback. As between the parties, Relay.app retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Relay.app for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder shall be deemed a part of the Services and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may optionally provide Feedback, and Relay.app acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Notwithstanding anything else, Customer shall, and hereby does, grant to Relay.app a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Relay.app’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
Customer Data. Relay.app will only access, use, and otherwise process Customer Data in accordance with the Data Processing Addendum and will not access, use, or process Customer Data for any other purpose. Relay.app has implemented and will maintain technical, organizational, and physical measures to protect Customer Data as described in the Data Processing Addendum. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Relay.app, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Relay.app as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Customer is responsible for the use of the Services by any person to whom Customer has given access to the Services, even if Customer did not authorize such use.
Restrictions. Customer agrees to use the Services consistent with the Acceptable Use Policy. In addition, except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; or (iii) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof. Customer is responsible for all of Customer’s activity in connection with the Services, including but not limited to uploading Customer Data (as defined below) onto the Services.
Third Party Integrations. Customer acknowledges and agrees that (i) the Services may operate on, with or using Third Party Integrations, (ii) the availability and operation of the Services or certain portions thereof may be dependent on Relay.app’s ability to access such Third Party Integrations, and (iii) Customer’s failure to provide adequate access or any retraction of permissions relating to such Third Party Integrations may result in a suspension or interruption of the Services. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations that it integrates with the Services, and Customer shall indemnify, defend and hold harmless Relay.app for all claims, damages and liabilities arising out of Customer’s use of any Third Party Integrations in connection with or through the Services. Relay.app cannot and does not guarantee that the Services shall incorporate (or continue to incorporate) any particular Third Party Integrations and does not make any representations or warranties with respect to Third Party Integrations. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
Fees; Payment. Customer shall pay Relay.app fees as set forth during signup. Unless otherwise specified, the Term shall renew automatically unless changed or cancelled by Customer from within the Services. Relay.app may bill the payment method provided by Customer for renewals, changes to Customer plan, and unpaid fees, as applicable. Customer shall be responsible for all taxes associated with Services (excluding taxes based on Relay.app’s net income). All Fees paid are non-refundable and are not subject to set-off. Relay.app may use a payment provider to collect fees and any applicable taxes, and your invoices and records of payment may reflect that payment provider.
Term; Termination. This Agreement shall commence upon the date Customer accepts it, and expires when any subscription Terms have ended. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, Relay.app may suspend or limit Customer’s access to or use of the Services if (i) Customer’s account is more than thirty (30) days past due, or (ii) Customer’s use of the Services results in (or is reasonably likely to result in) damage to or material degradation of the Services which interferes with Relay.app’s ability to provide access to the Services to other customers; provided that in the case of subsection (ii): (a) Relay.app shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Relay.app shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Relay.app shall reinstate Customer’s use of or access to the Services, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. Customer may terminate this Agreement upon notice for any reason, but will not be entitled to any refunds as a result of such termination except subject to Section 9 or 14 herein. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For clarity, any services provided by Relay.app to Customer, including any assistance in exporting the Customer Data, shall be billable at Relay.app’s standard rates then in effect.
Service Warranty. Relay.app warrants that the Services shall be provided in accordance with their Documentation under normal use. In the event of a breach of this warranty, Relay.app shall re-perform the Services as warranted; in the event Relay.app cannot do so within a commercially reasonable period, Customer may terminate this Agreement and request a prorated refund for the unused portion of the Term.
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
Limitation of Liability. EXCEPT FOR CUSTOMER’S BREACH OF SECTION 5, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.
Free Services. Relay.app may provide access to Free Services; use of Free Services is subject to this Agreement and any additional terms specified by Relay.app. At any time, Relay.app may modify the Free Services (including applicable terms), or terminate or modify Customer’s use of Free Services, without any liability to Customer. In the event Relay.app modifies the Free Services, Customer’s use, or the terms governing Customer’s use, Customer may be required to accept those modifications to continue accessing or using the Free Services. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, RELAY.APP PROVIDES NO WARRANTY, INDEMNITY, OR SERVICE LEVEL AGREEMENT FOR FREE SERVICES AND ITS AGGREGATE LIABILITY FOR FREE SERVICES IS LIMITED TO $100.
Support. Subject to Customer’s payment of all applicable fees, Relay.app will provide support and maintenance as indicated based on the plan Customer selects.
Changes to the Agreement. Relay.app may modify this Agreement and any terms incorporated by reference from time to time, by notifying Customer and posting the modified Agreement on its website. The modified Agreement will be effective thirty (30) days after notification or upon the next renewal term, whichever comes first. Should the Customer object to modifications taking effect during the current Term, Customer may terminate the remainder of the current Term as its exclusive remedy, and Relay.app will refund any pre-paid fees for the terminated portion of the Term.
Miscellaneous. This Agreement represents the entire agreement between Customer and Relay.app with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Relay.app with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Relay.app may utilize subcontractors, including subprocessors, in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.
- Definitions.
“Agreement” means the Relay.app Services Agreement, as well as the DPA and Policies.
“Customer Data” means any data, information or other material provided via the Services to Relay.app by or at the direction of Customer, including from Third Party Integrations.
“Documentation” means Relay.app’s usage guidelines and technical documentation for the applicable Service, available at https://www.relay.app.
“DPA” means the Relay.app Data Processing Addendum, available at https://www.relay.app/legal/data-processing-addendum.
“Feedback” means suggestions, comments or other feedback provided to Relay.app by Customer.
“Policies” means the Privacy Policy and Acceptable Use Policy, and any other policies specified in the Agreement.
“Privacy Policy” means Relay.app’s Privacy Policy, available at https://www.relay.app/privacy.
“Services” means Relay.app’s cloud-based services. “Free Services” means Relay.app services offered on a free or trial basis.
“Third Party Integrations” means application programming interfaces (APIs) and/or other services operated or provided by third parties (e.g., other vendors of Customer).
“Updates” means upgrades, patches, enhancements, or fixes for the Services.