Services Terms & Conditions

Global Relay Communications Inc. ("Global Relay") provides fully-managed online services including hosted email, hosted instant messaging, hosted message archiving and monitoring, hosted filtering and hosted business continuity; all of which are delivered to customers worldwide via the Internet. As its core competency, Global Relay has developed and owns all the rights to its enterprise message archiving (the Message Archiver), monitoring (the Compliance Reviewer) and instant messaging (IM Interpreter) services, and specializes in industry-specific online messaging compliance solutions. It operates its own East Coast/West Coast data centers in MCI facilities. Global Relay's aim is to develop and provide best-in-class, cost-effective electronic message management services which exceed the expectations of our customers and business partners.

1. Acceptance of Terms

These Services Terms & Conditions (collectively the "Services Terms & Conditions") describe the terms and conditions on which Global Relay offers services to you (the "Customer") either directly or through one of Global Relay's partners ("Partner"). These Services Terms & Conditions cover the general governance of each of Global Relay's services. Please note that the Services Terms & Conditions may be updated from time to time without notice to you, so please check back periodically to: www.globalrelay.com/html/usage/services_terms_conditions.html. By registering for or using any Services provided by Global Relay, the Customer agrees, without limitation or qualification, unless otherwise mutually agreed between the parties in writing, to be bound by the following terms and conditions:

2. Services

2.1 Description of Services. The services that may be available to the Customer are posted at: www.globalrelay.com or will be provided upon request, and are subject to change from time to time at Global Relay's reasonable discretion. The Customer may subscribe for any such services by completing the online Registration Information found at: www.globalrelay.com/signup.html. The services of Global Relay specifically set out in the Fee Agreement (defined in Section 9.2) executed by the Customer shall be considered the "Services" under these Services Terms & Conditions.

2.2 Eligibility. Each of Global Relay and the Customer hereby represent and warrant that: a) it is duly licensed to do business and is in good legal standing in the jurisdictions in which it does business (during the Services Period); b) it has the right, power and authority to enter into, and to fully perform its obligations under the Services Terms & Conditions and Fee Agreement; and c) that the entering into and performance of the Services Terms & Conditions and Fee Agreement does not violate, conflict with, or result in a material default under any other contract or agreement to which it is a party, or by which it is bound.

2.3 Activation. Upon completion by the Customer of the online Registration Information sign up, Global Relay will initiate activation of the Services subscribed for by the Customer. Global Relay will be responsible for the setup, configuration and testing of the Services or Accounts on its Systems for the Customer ("Provisioning").

2.4 Trial Services. At its sole discretion, Global Relay may temporarily provide the Customer with one or more of the Services offered by Global Relay on a trial basis ("Trial Services") for a period of up to 30 days (“Trial Period”) with no financial condition attached. All Trial Services are subject to the Services Terms & Conditions unless otherwise indicated. Global Relay reserves the right, in its sole determination, to limit storage, bandwidth, Accounts and Users of the Trial Services. Upon expiry of the Trial Period, all Trial Services will be deemed to be accepted as ongoing Services and automatically converted into Services subject to billing and payment according to the most recent Fee Agreement provided to the Customer, unless the Customer instructs Global Relay by Notification within the Trial Period to cancel and disable one or more of the Services. Trial Services converted into ongoing Services shall be billed commencing with the date of Activation as defined in Section 2.3 (the “Start Date”). In no event shall Global Relay or any of its representatives, in connection with the Data of such Customer or the Provisioning, Installation or support of a Trial Service, be liable to the Customer for any reason whatsoever. In the event the Customer cancels the Message Archiver Service before the expiry of the Trial Period, Global Relay will delete any archived Data but is not responsible for the return of the same. Notwithstanding Section 14 of the Services Terms & Conditions, Global Relay reserves the right, at its sole discretion, to cancel any of the Trial Services at any time.

2.5 Service Availability. Global Relay will make commercially reasonable efforts to cause the Services to be available to its Customers at all times, excluding Scheduled Down Time (down time resulting from normal scheduled maintenance, Major Upgrades or critical fixes, which will be scheduled outside normal Business Hours, to the extent possible). Global Relay reserves the right to immediately implement critical security patches, critical fixes or software/hardware modifications/updates that repair or prevent a Service impacting situation.

2.6 Support.

2.7 Control and Operation. Global Relay will have control over the Provisioning, maintenance and support of the Services and will determine the manner, methods, techniques and procedures that Global Relay uses in providing the Services. The Customer acknowledges that Global Relay cannot guarantee the successful operation of a Service where such Service may be affected by other systems that are not maintained or controlled by Global Relay.

2.8 Intellectual Property Rights. Except as expressly stated herein by Global Relay to the Customer, nothing in the Services Terms & Conditions or Fee Agreement shall serve to transfer to the Customer, or the Customer to Global Relay, any Intellectual Property Rights in or to the Services, Marks or other intellectual property of either party. The Customer acknowledges and agrees that Global Relay shall have and retain sole right, title and interest in and to the Services and all its Intellectual Property Rights, including all goodwill pertaining thereto. Global Relay warrents that to its knowledge, use of its Intellectual Property Rights in connection with the Services will not constitute an infringement of the Intellectual Property Rights of any third party. In the event of any such third party claim of infringement, Customer agrees to notify promptly Global Relay to allow Global Relay to reasonably modify or change the Services to avoid such possible infringement.

3. Customer Installation & Service Obligations

3.1 Installation. Upon completion of the Provisioning by Global Relay, Global Relay will provide the Customer with sufficient instructions with respect to the setup, configuration and testing of a Service or Account on the Customer's Systems ("Installation") to permit Customer personnel with reasonable skill and effort to set up and configure all Services, Accounts and Systems to perform substantially as represented to Customer by Global Relay. The Customer is responsible for, and has control over, the Installation. The Customer acknowledges that Global Relay is not liable for any damages or loss resulting from the Installation regardless of whether Global Relay supplied the software, instructions, or representatives of Global Relay provide assistance with the Installation. It is advised for the Customer to provide advance notice to Global Relay of the time of Installation, as Global Relay technicians prefer to oversee and initially verify the secure receipt and archiving of messages in the Message Archiver. Unless otherwise scheduled between the parties in advance, Global Relay will be available to assist with installation during the Business Hours for Installation, which are between 9:00 am to 8:00 pm (ET), Monday to Friday, five days per week.

3.2 Access. The Customer to the extent of its control, shall be responsible and liable for any and all access to and use of the Services by any User. Accordingly, the Customer must determine, through its Administrative User, the appropriate access rights in connection with the Services, the Accounts and its Users.

3.3 User Accounts and Passwords. The Customer understands and acknowledges that Global Relay is not responsible for maintaining Passwords of Users. The Customer's Administrative User has full privileges to the online Control Center site to directly manage the Customer's Users. Accordingly, it is policy of Global Relay to not provide Passwords of the Users to a User, unless the Customer has previously authorized Global Relay by Customer Instruction detailing and directing the terms under which Global Relay is able to provide Accounts and Passwords to Users. The Customer agrees that Global Relay may rely on a person requesting the Account or Password from Global Relay if such person correctly communicates the information set forth pursuant to the above-referenced Customer Instruction which information falls under the terms of such prior authorization (“Reliable Request”) of the Customer without incurring any liability for such reliance on such prior authorization. The Customer agrees to be solely responsible for: (a) maintaining the confidentiality and security of the Customer access information, such as Accounts and Passwords and other account identifiers which the Customer chooses or is assigned; and (b) all activities that occur under such Passwords and Accounts in connection with the Services. The Customer and Global Relay agree to take every reasonable precaution to ensure that the Passwords in their respective access and control are never disclosed, accidentally or otherwise. Global Relay shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, the Customer's failure to comply with this Section 3.3.

3.4 Customer Information. The Customer represents and warrants to its knowledge that the information it provides to Global Relay in the Registration Information or otherwise is true, accurate, current and complete. The Customer agrees to provide Notification to Global Relay, forthwith, if it determines that any of the information is not true, accurate, current and complete.

4. Customer Instructions

4.1 Administrative User. Subject to Section 4.2, the Customer agrees that the Administrative User will have principal responsibility for all Customer Instructions, and authorizes Global Relay to accept all directions provided pursuant to a Customer Instruction. The Customer hereby acknowledges that a Customer Instruction is final until withdrawn, that Global Relay is entitled to rely on such Customer Instruction until and unless withdrawn, and that any withdrawal must be communicated using reasonable means.

4.2 Assigned Administrative Privileges. The Administrative User has the ability, at the sole discretion of the Customer, to assign its administrative privileges under the Administrative Account to other Accounts. Given the ability to assign such privileges, the Customer agrees that Global Relay may rely on any Reliable Request from a person requesting support or access to the Services or to any Account pursuant to a Customer Instruction. In no event will Global Relay be liable to the Customer or any third party for such reliance by Global Relay.

4.3 Decline to Act. Global Relay may, at its sole discretion, decline to act on a Customer Instruction until it is able, through whatever means, to verify the Customer Instruction. Global Relay will not incur any liability by reason of acting or failing to act in respect of a Customer Instruction.

5. Customer Data & Message Archiver Services

This Section 5 applies to Customers using Global Relay's Message Archiver Services:

5.1 Ownership of Customer Data. Global Relay acknowledges that all Customer Data it receives from the Customer is proprietary to and exclusively owned by the Customer. Nothing in this Agreement grants Global Relay any right, title or interest in or to any Customer Data. For Customers that have purchased and engaged Global Relay's Message Archiver compliance services, where a copy of all Customer Data is written to dedicated WORM (Write Once, Read Many) media, such dedicated WORM drive(s) are deemed to be the sole property of the Customer and as such, the Customer may request by Notification the courier pickup of such dedicated WORM drive(s), within a reasonable time, at no extra fee, other than the cost of delivery.

5.2 Production & Delivery of Customer Data. Every Customer using the Message Archiver Services has immediate online access via any secure web browser to all its Data for the full Services Period (including all employees if enabled). The Customer also has the option to request by Notification, a partial or full copy of its Data stored by the Customer on Global Relay's Systems, for a reasonable fee determined by Global Relay based on the format requested by Customer (and agreed upon by Global Relay in consultation with the Customer) and the amount of Data to be produced and delivered.

5.3 Archive Data Capture. Customers using the Message Archiver understand and acknowledge that it is a server-based system engineered to capture and archive incoming, internal, outgoing electronic communications of the Customer. Accordingly, the Customer expressly agrees that it is the sole responsibility of the Customer to ensure that all electronic records required to be archived are properly forwarded to the Message Archiver. The Customer must notify Global Relay of all email domains and other types of electronic communications required by the Customer to be archived. Global Relay shall not be liable to the Customer for any records that are not technically able to be captured by the Message Archiverfor reasons beyond the control of Global Relay.

5.4 Control of Customer Data. The Customer understands and acknowledges that the Customer Data being stored in Global Relay's Systems is managed and controlled via the actions of the Customer and the Customer's Users. Notwithstanding that Global Relay is committed to making every commercially reasonable effort to ensure a high level of Data security and redundancy, the Customer acknowledges that neither the Services Terms & Conditions, nor the use of Global Relay's Services shall relieve the Customer of any responsibilities or liabilities associated with the Data it stores on Global Relay's Systems and that duplicate copies of the Customer's Data should also be maintained by the Customer.

5.5 Compliance with Regulation. To the extent applicable to the Customer Data which is within Global Relay's control, the Customer understands and acknowledges that any related compliance requirements that the Customer may need to satisfy requires the proper, authorized and timely use of Global Relay's services by the Customer.

5.6 Monitoring. The Customer understands and acknowledges that the Customer is solely responsible to monitor the delivery of messages to the Message Archiver and should notify Global Relay of any delivery failures or outages. For instance, if Journaling is disabled for an upgrade, patch, or maintenance, the Customer must ensure that no messages are transmitted through the email server until Journaling is enabled again.

6. Instant Messaging Services

This Section 6 applies to Customer using Global Relay's instant messaging (IM) Services:

6.1 Availability of IM Networks. Notwithstanding Section 2.5, the Customer understands that Global Relay cannot guarantee the availability of any third party public, consumer or private instant message network or service provider (collectively, the "IM Networks"), which at the time of posting the Services Terms & Conditions are AOL, Yahoo!, MSN, ICQ, LCS, GoogleTalk, Akonix, FaceTime, IMLogic and Omnipod, but subject to change at any time. Accordingly, Global Relay and its Partners shall not be liable for any outages, discontinued services or termination of service by any of the IM Networks.

6.2 Instant Messaging Networks Terms of Use. The Customer must comply with any terms of service or terms of use provided by or any usage fees required by any IM Network or federation of IM Networks, including any limitation with respect to SPIM or restricted or illegal activities, if any. Neither Global Relay nor its Partners shall be liable for the Customer's violation of any such IM Network's requirements and the Customer shall hold Global Relay harmless for any liability for such violations. Global Relay shall also not be liable to the Customer with respect to any privacy, fair credit, data protection, SPAM, SPIM or any laws or regulations governing the sending of instant messages or the content thereof over public IM Networks.

6.3 Early Termination. American Online, Inc. ("AOL") is a supplier with respect to its Licensed AIM Components contained in the Licensed Product and Global Relay sublicenses these rights. Solely with respect to the Licensed AIM Components, AOL has the right in its discretion to suspend or terminate Global Relay's or Global Relay's Customer's use of the Licensed AIM Components if being used in a manner that AOL determines could cause material adverse harm to the AOL IM Network.

7. Security

7.1 Security Procedures. Global Relay will maintain safety, electronic and physical security procedures, and shall cause interfaces between any servers used in providing the Services and the Internet to include firewalls or other online security infrastructure, in order to reasonably guard against accidental, unauthorized or unlawful access, destruction, use, alteration, modification, disclosure or loss of Customer Data. Such procedures shall be commensurate with industry standards.

7.2 Security Breaches. Notwithstanding the provisions of this Agreement, Global Relay shall have the right, in the event of a reasonable detection or perceived detection of suspicious activity or other security issues whatsoever, including disaster that impacts Internet security infrastructure or transmissions in a manner which may cause undue risk to Global Relay, the Customer, or Customer Data, to temporarily suspend access to any of the Services by the Customer. During any such suspension, Global Relay will use commercially reasonable best practices to ensure the integrity of Customer Data. Such suspensions will only be in effect during and no longer than a period equal to the time necessary to eliminate risk to Global Relay and Customer Data.

8. Confidentiality & Non-Disclosure

8.1 Confidential Information. The parties will not use any Confidential Information (which term shall include, in the case of Customer's Confidential Information, Customer Data as well as the terms of this Agreement) obtained from the other party for its own benefit or for any purpose other than as intended by the parties under the Services Terms & Conditions. The parties further agrees that neither will use the Services or any Confidential Information of the other to compete with such party in its business, nor provide such Confidential Information to others who may compete with such party in its business.

8.2 Disclosure. Neither party will disclose Data or Confidential Information to any other Person unless such disclosure is required or authorized by law, or with prior written consent of the other party. In the event that a party is legally compelled, through whatever means, to provide access to the Data or Confidential Information, then the disclosing party undertakes to provide the other party with Notification of such an event as soon as it is reasonably practical to do so as to afford the opportunity to limit or prevent such disclosure.

8.3 Privacy of Information. For information on how user information is collected, used and disclosed by Global Relay, please click on our link to Global Relay's Privacy Policy (defined below). Notwithstanding such policy, by accepting the Services Terms & Conditions, the Customer hereby is deemed to have consented to the use and disclosure of information of the Customer by Global Relay for purposes relating to the Services, including marketing and promotion initiatives of Global Relay.

8.4 Marketing. The Customer grants Global Relay the right to refer to the Customer, directly and indirectly, in marketing materials, case studies and on Global Relay's website to indicate that the Customer uses the Services and for general information and marketing purposes regarding Global Relay's customer base. Global Relay may issue a press release upon the acceptance of the Services Terms & Conditions and the Fee Agreement announcing the engagement by the Customer of the Services. Any press release shall be subject to the written approval of both parties and such approval shall not be unreasonably delayed or withheld.

9. Fees and Payments

9.1 Fees. The Customer hereby agrees to pay a Fee for each Service provided by Global Relay as set out in the Fee Agreement provided to each Customer, unless otherwise mutually agreed by the parties in writing.

9.2 Fee Agreement. A Fee Agreement will be provided to the Customer for execution by the expiry of the Trial Period. The parties agree that the Fee Agreement is not binding on any party until the Customer executes the Fee Agreement and delivers the same to Global Relay, unless the Customer continues to use the Services without written Notification to the contrary past the end of the Trial Services expiry. Where the Customer continues to use the Services beyond the expiry of the Trial Period, the terms of the most recent Fee Agreement provided to the Customer will be deemed to have been accepted. No Customer Quote of Global Relay or any Partner is binding on Global Relay, except for the Fee Agreement.

9.3 Billing. All invoices to the Customer for payment of the Fees will be billed by invoice based on the Fee Agreement Prices and collected either directly by Global Relay or through a Reseller. Commencing on the Start Date, undisputed Fees are payable annually in advance, unless otherwise agreed in writing by Global Relay for a monthly, quarterly or semi-annual billing term, as applicable (the "Billing Cycle") for the Services Period set forth in the Fee Agreement. Fees for the one-time setup of the Services, and any applicable compliance filing Fees, will be paid by the Customer in advance of the Start Date for the Services Period (upon completion of the Trial Services). Monthly Billing Cycles will be billed as of the last day of the month. Any additional or modified Services requested by the Customer after the initial Start Date of the Services Period will be reflected in the current month's Billing Cycle or otherwise billed at the time of order.

9.4 Additional Charges. The Customer acknowledges that Additional Charges or deductions may be included, if and when the Services, the number of Accounts, support, storage, bandwidth or other demands of the Customer increase or decrease from the figures set forth in the Fee Agreement. Any Additional Charges or deductions will be reflected in the current month's Billing Cycle or billed at the end of the month, as applicable. Certain Services and products may be ordered from Global Relay or via the Global Relay website and paid online by credit card, such as CD, DVD and tape media, PST downloads or NOS access to the Message Archiver.

9.5 Overages. The Customer acknowledges and hereby agrees that Additional Charges for the cost of storage or bandwidth usage exceeding the agreed upon limits in the Fee Agreement will be reviewed and billed, with reasonable accompanying detail, to the Customer at the end of the current Billing Cycle.

9.6 Dispute, Discrepancy and Refund. The Fees billed on any invoice will be deemed to be correct if not disputed by the Customer within 30 days of the invoice date. The Customer shall notify Global Relay of any Fee discrepancy. The parties will work together in good faith to resolve such discrepancy to the satisfaction of both parties. Credit balances will be applied against future Fees, or, if equal to or greater than $25.00, and if requested by the Customer, will be refunded.

9.7 Payment Method. The Customer will pay all Fees by pre-authorized credit card or by check, unless an alternative payment method has been agreed to and confirmed by Global Relay in writing. If the Customer has elected to pay the Fees on a monthly Billing Cycle by pre-authorized credit card, the Customer hereby indicates its authorization for such payments to be debited at the prices established in the Fee Agreement. Such authorized payments will be invoiced on the first day of the Billing Cycle and debited forthwith.

9.8 Late Fee & Non-Payment. Any amounts due under this Agreement not received by Global Relay by the due date shall be subject to a service charge of one and one half percent (1½%) per month, or the maximum charge permitted by law, whichever is less, as calculated from the date due until the date paid. In the event that the Customer fails to pay the undisputed Fees that are due and owing, Global Relay either directly, or on a Partner's behalf, as applicable, without further Notification, may suspend any and all of the Customer's Services after 60 days of non-payment. In the event that Global Relay suspends Services for non-payment and is then requested to reactivate the Services, the Customer will be required to pay a $75.00 reactivation fee to Global Relay, in addition to the full payment of the outstanding balance due, prior to the Services being reactivated. In the event that the Customer fails to pay Fees that are overdue by 90 days, Global Relay, without further Notification, reserves the right to cancel or terminate any of the Services. Global Relay has no obligation to return Data to a Customer until all due and owing Fees are paid in full by the Customer to Global Relay.

9.9 Taxes of Customer. Neither Global Relay nor a Partner, if applicable, collects, nor is responsible for any additional fees or taxes imposed by the Customer's local authorities, State or Province, other than any applicable GST in Canada, in which case Global Relay, or a Partner, will bill to and collect from the Customer and remit to the government authorities. Any other taxes or fees which may be due must be paid to the proper authorities directly by the Customer.

10. No Warranty

Global Relay is committed to making every reasonable effort to provide the Customer with access to the Services and to ensure a high level of service availability, security and redundancy, exercising the same degree of care that a reasonable and careful Person would exercise in similar circumstances. Notwithstanding the foregoing, an outage relating to the Services may occur as a result of Scheduled Maintenance, software upgrades, hardware upgrades, security issues or connectivity issues. THE CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT THE CUSTOMER'S USE OF THE SERVICES IS AT ITS SOLE RISK. THE SERVICES ARE PROVIDED BY GLOBAL RELAY, AND ACCEPTED BY THE CUSTOMER, ON AN "AS IS" AND "AS AVAILABLE" BASIS. GLOBAL RELAY AND ITS SUPPLIERS AND PARTNERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS, OR ABOUT THE ACCURACY, SECURITY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ITS SERVICES, SOFTWARE, OR CONTENT. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT THE CUSTOMER'S DISCRETION AND RISK AND THE CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CUSTOMER FROM GLOBAL RELAY OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

11. Release

The Customer releases Global Relay from and agrees to defend, indemnify, and hold harmless Global Relay, its affiliates, officers, directors, employees, agents and Partners from and against any claims, proceeding, liabilities, obligations, costs, actions or demands, including without limitation reasonable legal fees, in any way directly or indirectly connected with, arising from or resulting from the Customer's: (a) use of the Services; or (b) violation of the Services Terms & Conditions or other Global Relay policies, terms and conditions, or (c) placement, storage or transmission of any message, information, software or other content by use of the Services, whether or not due to any act, omission, negligence or gross negligence by Global Relay or any of its affiliates, officers, directors, employees, agents or others whom it is in law responsible.

12. Limitation of Liability

12.1 No Liability for Loss. Notwithstanding any other provision of the Services Terms & Conditions, the Customer expressly understands and agrees that Global Relay and its Partners shall not be liable to the Customer, its clients, or any other party (any of which, a "Person") under or in relations to the Services Terms & Conditions for any damages or claim for any loss of use, loss of production, loss of profits, anticipated or otherwise, loss of markets, economic loss, special, direct or indirect or consequential loss or damage suffered or incurred by the Customer or any Person, resulting from any matter under or relating to the Services Terms & Conditions or the use of, inability to use or access, or performance of any of the Services, and notwithstanding that Global Relay may have been advised of the possibility of such damages or claim and regardless of whether any of the foregoing is determined to constitute a fundamental breach or failure of essential purpose.

12.2 Limit. Notwithstanding any other provision of the Services Terms & Conditions, the total monetary liability of Global Relay to the Customer in respect of any matter relating to the Services, including without limitation for any breach of or default under the Services Terms & Conditions or any misrepresentation or negligence, shall not exceed the amount of Fees the Customer has paid to Global Relay under the Services Terms & Conditions in the three months preceding the claim. The Customer acknowledges that these limitations of liability and the allocation of risk, including waiver of consequential damages, are an essential element of the bargain between the parties and part of the consideration for the agreed upon Prices, and in their absence the Prices and the Services Terms & Conditions would be substantially different.

13. Amendments

13.1 Agreement. Subject to the Services Terms & Conditions, Global Relay reserves the right to amend any provision of the Services Terms & Conditions by providing the Company Contact with Notification of any material amendment(s). If the Customer has any concerns relating to such material modifications, Global Relay will discuss and negotiate such concerns on a good faith basis.

13.2 Fee Changes. All Fees, including Prices for Services, are subject to change and will take effect on expiration of any existing Service Period Term set out in the Fee Agreement. Notification by Global Relay will be provided to the Customer of any such changes at the end of the Services Period. Continued use of the Services by the Customer for 15 day past the end of the Services Period constitutes acceptance of the modified Prices for the Services for the next Billing Cycle.

13.3 Service Changes. The Customer acknowledges that the Services may be materially modified or upgraded by Global Relay from time to time, provided that such material modifications and Upgrades do not detract from the performance levels of the Services. Global Relay also reserves the right to discontinue any Service, temporarily or permanently, by providing the Administrative User with Notification. The Customer agrees that Global Relay shall not be liable to the Customer or any third party for any modification or discontinuance of the Services.

14. Term, Service Suspension/Cancellation and Termination

14.1 Term. The Services Terms & Conditions will commence upon acceptance of the Services Terms & Conditions by the Customer and shall continue in effect, together with the Fee Agreement and any subsequent renewals or revisions, until terminated pursuant to this Section 14, unless otherwise agreed by the parties in writing. The Fee Agreement sets out the initial Term (the “Initial Term”). At the expiry of the Initial Term, the Fee Agreement shall be automatically renewed annually for additional one year terms (each a “Renewal Term”), unless terminated in writing by either party at least 30 days prior to the expiry of the Initial Term or Renewal Term (as the case may be), or the parties otherwise negotiate terms of a new Fee Agreement.

14.2 Suspension. Without limiting other remedies, Global Relay may suspend operation of the Services for the Customer if Global Relay believes that the Customer is in material default or has materially violated the Services Terms & Conditions or any of Global Relay's stated policies and after written Notification to Customer from Global Relay in accordance with this Agreement and a reasonable opportunity to cure such default or violation, Customer has not cured such default or violation. The onus is on the Customer to resolve or cure the specific concerns to Global Relay's satisfaction (and to Partner's, if applicable) prior to the Accounts and/or Services being reinstated. Global Relay will not be liable to the Customer for any suspension in accordance with the Services Terms & Conditions. Fees will apply and accrue during any suspension of any Accounts and/or Services by Global Relay in accordance with this Section 14.2.

14.3 Termination. Subject to the provisions of this Section 14, upon termination of the Services by either party, all rights under the Services Terms & Conditions and the provision of Services will terminate according to the provisions of the Services Terms & Conditions. For Customers using Global Relay's Message Archiver Services, this includes termination of all access to the Message Archiver. Neither party will be liable to the other for any termination of the Services in accordance with these terms:

14.4 Return or Deletion of Data. Upon termination of the Message Archiver Services, the Customer may request by Notification the pickup by courier of its dedicated WORM drive(s), or request by Notification, the return of a copy of Data stored by the Customer on Global Relay's Systems for a reasonable fee, determined by Global Relay based on the digital media and format requested and amount of Data to be returned. Alternatively, the Customer may instruct Global Relay to delete all Customer Data upon written Direction & Release to Global Relay's legal department. In the event that Global Relay does not receive Notification from the Customer requesting return of the dedicated WORM drive(s) and/or a copy of such Data prior to, or at the time, of cancellation or termination, then the Customer is hereby put on notice that Global Relay may, without liability to the Customer, delete all such Customer's Data after 120 days from the date of termination. Global Relay will provide 30 day's Notification before any such deletion. Notwithstanding any of the above, Global Relay will not be liable to the Customer with respect to the Customer's Data that remains on Global Relay's System after the date of termination, except with respect to Section 8 of the Services Terms & Conditions relating to Confidentiality and Non-Disclosure. Upon request by Customer, Global Relay will provide written confirmation that any Data that has been properly disposed of.

14.5 Survival. Sections 5.4 ("Control of Customer Data"), 8 ("Confidentiality and Non-Disclosure"), 10 ("No Warranty"), 11 ("Release"), 12 ("Limitation of Liability") and this Section 14 will survive any termination of the Services.

15. Miscellaneous

15.1 Relationship of the Parties. The Customer acknowledges that Global Relay, as a service provider, is an independent contractor, and the parties agree that no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Services Terms & Conditions. No Person, including any Partner, shall have any authority to act for, bind or assume any obligation or responsibility on behalf of the other party unless the authority is confirmed in writing.

15.2 Restriction. Nothing herein shall restrict in any way the freedom of either party to conduct as it sees fit any other business or activity whatsoever.

15.3 Force Majeure. Neither party will be in default of the Services Terms & Conditions due to any labor unrest, strike, lockout, civil commotion, hostilities, sabotage, communication line failures, power failures, acts of utility providers, governmental regulations or governmental interference, delays by suppliers or carriers, fires, epidemics, earthquakes or other disasters, accidents, riots, war, terrorism, acts of God and public authority or otherwise beyond such party's reasonable control.

15.4 Notices and Communications. All Notifications, Customer Instructions and other notices required or provided hereunder shall be in writing and shall be deemed to have been given when delivered (i) via email (with confirmation of receipt), (ii) via facsimile, (iii) by mail (registered or certified, postage prepaid with receipt requested) (iv) courier, or (v) personally. Any notice delivered to the Customer, other than by email, shall be addressed to Company Contact indicated in the Registration Information. Any notice delivered to Global Relay, other than via email, shall be addressed to:

Global Relay Communications Inc.
270 - 220 Cambie St.
Vancouver BC, V6B 2M9
Attention: General Counsel
Facsimile No.: 604.608.2941

With respect to email communications, Global Relay may rely on the Customer Instructions and Notifications as if the sender, on behalf of the Customer, had given them signed and in writing. Any notice delivered via email shall be sent to the following contact, as appropriate, depending on the subject matter of the Notification:

15.5 Electronic Signatures and Contracts. The Customer's use of the Services includes the ability to electronically enter into agreements, enable the Customer's Administrative User make modifications to the Services via the online Control Center, and/or make payments electronically. The Customer acknowledges that the Customer's electronic submissions constitute the Customer's agreement and intent to be bound by and to pay for such services, agreements and purchases. The Customer's agreement and intent to be bound by electronic submissions applies to all records relation to all transactions the Customer enters into via Global Relay's website or by email, including these Services Terms & Conditions, Fee Agreements, Customer quotes, Notifications, Policies, contracts, Control Center modifications and applications.

15.6 Entire Agreement.

15.7 Assignment. Neither the Services Terms & Conditions nor the Fee Agreement may be assigned by the Customer without Global Relay's prior written consent. Global Relay may assign the Services Terms & Conditions and Fee Agreement upon prior Notification to the Customer. If any part of this Agreement is invalid, all other parts of this Agreement remain enforceable.

15.8 Severability and Non-waiver. If any part of the Services Terms & Conditions is invalid, all other parts of the Services Terms & Conditions remain enforceable. Either party's failure to act with respect to a breach or default by the other party does not waive the non-defaulting party's right to act with respect to subsequent or similar breaches or defaults.

15.9 Governing Law. The Services Terms & Conditions shall be governed by and construed in accordance with the laws applicable in the Province of British Columbia and the laws of Canada applicable therein, excluding that body of law governing conflict of laws. Any action or proceeding brought to enforce the terms of the Services Terms & Conditions will be brought in a court of competent authority in Vancouver, British Columbia, and the parties hereby submit to the exclusive jurisdiction of this court. Any such action or proceeding will be conducted in the English language.

15.10 Dispute Resolution. In the event of a dispute between Global Relay and the Customer, to promote resolution the dispute shall be escalated internally; first through designated Global Relay personnel and such person's equivalent at the Customer; then through another designated Global Relay personnel and such person's equivalent at the Customer. This dispute resolution procedure will not affect the obligation of either party to perform, except Global Relay may suspend service as per Section 14.2.

15.11 Enurement. The Services Terms & Conditions and Fee Agreement will enure to the benefit of and is binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

15.12 Currency. All amounts, Prices and Fees are in United States Dollars (USD), unless otherwise indicated.

15.13 Accepted Terms. The Services Terms & Conditions may be accepted online, and the Fee Agreement executed in by original, facsimile copy, email transmission of an image file format document or otherwise, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

Additonal Information

Any questions relating to the Services Terms & Conditions or other information may be directed to legal@globalrelay.net.

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Schedule A

Standard Definitions

The Standard Definitions are located at: http://www.globalrelay.com/standard_definitions.html

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