This Acceptable Use Policy describes the proper kinds of conduct and prohibited uses of Global Relay’s Services. This Acceptable Use Policy is not exhaustive and Global Relay reserves the right to modify this Acceptable Use Policy at any time, effective upon posting of the modified Acceptable Use Policy to http://www.globalrelay.com/policies/acceptable-use. Changes to this Acceptable Use Policy are deemed to be communicated to Customers, Resellers, employees and other users (each, a “User”) upon their posting on this website.

General Responsibilities

Global Relay expects all Users of the Services, to take responsibility in using the Internet with courtesy and responsibility, and be familiar with and practice good Internet etiquette.

Any violation of this Acceptable Use Policy may result in the suspension or cancellation of a Service or Services or termination of the Services Agreement or Reseller Agreement, or such other action as Global Relay deems appropriate. Global Relay will not be held liable for the suspension or cancellation of a Service if, in Global Relay’s sole discretion, this Acceptable Use Policy has been violated.

The Customer shall remain solely liable and responsible for its use of the Services and any and all content that the Customer may display, upload, download or transmit through the use of the Services, as applicable.

Content

The Services may be used only for lawful purposes. The transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited, including, without limitation:

  1. Infringement of intellectual property rights or other proprietary rights material protected by patent, copyright, trademark, service mark, trade secret or other intellectual property rights used without proper authorization; or
  2. site content, or the transmission of data that contains illegal or obscene material or fosters or promotes illegal activity.

The following non-exhaustive list details the kinds of illegal or harmful conduct that are prohibited:

  • Infringement may result from, among other activities, the unauthorized copying and posting of pictures, logos, software, articles, musical works, and videos.
  • Transmission or dissemination of, sale, storage or hosting of material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable.
  • Posting or sending of software or technical information in violation of applicable laws.
  • Disseminating or hosting harmful content including, without limitation, viruses, Trojan horses, worms, time bombs or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any System, program, Data or personal information.
  • Offering or disseminating fraudulent goods, services, schemes, or promotions (i.e., make money fast schemes, chain letters, pyramid schemes), or furnishing false data on any sign-up form, contract or online application or registration, or the fraudulent use of any information obtained through the use of the Services, including without limitation use of false or stolen credit card numbers.

Whether lawful or unlawful, Global Relay reserves the right to restrict or prohibit any and all uses of the Services or Data on its Systems and to remove such materials from its Systems that Global Relay determines, in its sole discretion, is harmful to its Systems, network, reputation, goodwill, other customers of Global Relay, or any third party, and may take any action it deems fit to resolve the situation.

Access and Interference

Violations or attempts to violate Global Relay’s Systems or to interrupt Global Relay’s Services are strictly prohibited, and may result in criminal and civil liability. Global Relay may investigate incidents involving such violations and will involve and will co-operate with law enforcement agencies if a criminal violation is suspected.

Examples of System violations include, without limitation, the following:

  • Unauthorized access to or use of the Services, Data, or the Systems, including any attempt to probe, scan or overload a Company System or Service, or to breach security or authentication measures without express authorization.
  • Unauthorized monitoring of Data or traffic on any System without express authorization.
  • Interference with Service to any User, host or System including, without limitation, mail-bombing, flooding, deliberate attempts to overload a System and broadcast attacks.
  • Any action that imposes an unreasonable or disproportionately large load on Global Relay's infrastructure.
  • Intentional interference also means the use of any kind of program/script/command, or sent messages of any kind, designed to interfere with a User's terminal session, via any means, locally or by the Internet.
  • Using manual or electronic means to avoid any use limitations placed on the Services such as timing out.
  • Any attempt to decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code (including the methods, processes, and infrastructure) underlying the Services or any other software in connection with the Services.

If approached with complaints relating to any of the above violations, Global Relay will cooperate and assist the police and law enforcement bodies with their investigations in order to bring such misuse and violations to an end.

System Performance

Global Relay considers that any application that overloads Global Relay’s System by whatever means will be considered as making reckless use of Global Relay’s System and as such is not allowed. Global Relay may prohibit the running of any such application which, in its sole judgment, endangers the stability or performance of Global Relay’s Systems. Use of IP multicast other than by means provided and coordinated by Global Relay is likewise prohibited.

INDIRECT OR ATTEMPTED VIOLATIONS OF THIS POLICY, AND ACTUAL OR ATTEMPTED VIOLATIONS BY A THIRD PARTY ON BEHALF OF A USER OR A CUSTOMER'S OR RESELLER’S END USER, SHALL BE CONSIDERED VIOLATIONS OF THIS POLICY BY SUCH CUSTOMER, RESELLER OR END USER.

To report of any alleged infringements of this Acceptable Use Policy or any alleged abuse of the Services, including spamming, mailbombing, and trolling to Global Relay, please email:  support@globalrelay.net.

Questions or Comments

If there are any questions or concerns about this Policy, please contact us at legal@globalrelay.net

This document was last revised January 2013

Global Relay Communications Inc. recognizes the privacy and security needs of its Customers, Resellers, Business Partners and employees. Protecting its Customer's personal information is vitally important. Please read the following Privacy Policy to assist you in understanding how we handle the collection, use and disclosure of your personal information. Our policy is guided by the provincial and federal privacy laws applicable in British Columbia, Canada. This Privacy Policy is not exhaustive and Global Relay reserves the right to modify this Privacy Policy at any time, effective upon posting of the modified Privacy Policy to: http://www.globalrelay.com/policies/privacy. Changes to this Privacy Policy are deemed to be communicated to the Customers, Resellers, employees and other users upon their posting on this website.

Collected Information

Global Relay requires users of its Services to provide contact and other information that can be used to identify or contact a specific individual, such as a name, address, telephone number or email address, including certain information regarding Customer's users.

Global Relay may also collect certain information from visitors to and customers of Global Relay's website, which may include name, address, phone number, Internet address, user IDs and passwords, billing and transaction information, credit card or other financial information and contact preferences. This information is logged to help diagnose technical problems, and to administer Global Relay's website and Services in order to constantly improve the quality of the Services. Global Relay may also track and analyze non-identifying and aggregate usage and volume statistical information from its visitors and Customers and provide such information to third parties.

In some cases Global Relay may ask for additional information, in order to provide technical support. Any such additional information would be of a technical nature and remain confidential. "Customer Data" means that Data stored by the Customer with Global Relay through use of the Services. Global Relay may access Customer Data and other information for technical processing purposes including: (a) the functionality of the Services; (b) the technical requirements of Global Relay's Systems; (c) the technical requirements of the Services; or (d) to conform to other, similar technical requirements. Global Relay may access the Customer's Account and Customer Data as necessary to identify or resolve technical problems or respond to complaints about the Services.

Global Relay also collects personal information of its employees in connection with human resources administration and functions. Global Relay employees can review their personal profile, compensation and job related data and to make changes to their personal information.

Disclosure

Global Relay maintains information about its Customers, including without limitation, User Account information, billing information, Services and support information, and frequency and use of Services. Global Relay may use this data for internal business purposes, or disclose Customer Data in aggregate form (i.e., not individually attributable to Customer) for marketing or other promotional purposes.

Global Relay may also share your personal information with third parties in responding to your requests for products or services or product evaluations. Global Relay will not sell, rent, trade or otherwise disclose individual Customer information to any third parties or outside companies for any reasons other than those specified below.

Global Relay may disclose Customer Data if Global Relay believes that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce its agreements; (d) to respond to claims that the Customer uses the Services to support activities that violate the law or the rights of third parties; or (e) to exculpate Global Relay from charges of wrongdoing. However, Global Relay does not have a duty to make any such disclosures.

Neither Global Relay nor any party it contracts with will disclose Customer 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 Customer Data or Confidential Information, then the disclosing party will 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. Notwithstanding the foregoing, should the Customer or the Reseller violate or cause or encourage a violation of the Acceptable Use Policy found at: http://www.globalrelay.com/policies/acceptable-use, Global Relay will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering Confidential Information about the Reseller, the Customer and the Customer's Data, as applicable.

Where the Customer provides Global Relay with credit card information, the Customer may be assured that Global Relay endeavors to use secure technologies to protect such information against unauthorized disclosures. Credit card information may be shared with the credit card companies themselves and with other credit verification organizations. Global Relay also may make general information about the purchases available to third parties from time to time.

Use of Information

The use of your email address by Global Relay is necessary to keep you well informed of maintenance, support and usage issues, invoicing and accounting issues, escalated critical issues and problem resolutions that may arise with the Services. Global Relay may also use email addresses to provide its Users with informative newsletters and other information.

Global Relay likes to keep its Customers informed via email and other means. Sometimes Global Relay uses personal and demographic information to help it determine which Services are most likely to be of interest to the Customer or help diagnose problems with its Systems or administration of its websites. Global Relay also uses demographic information to gather general interest in its products, to help in the analysis of product usage, purchasing, and target markets.

Consent

Global Relay does not require that you provide us with personal information. It is a voluntary decision to provide personal information; however, if you do not wish to provide the personal information requested, we may not be able to service you properly or receive the benefit for which the personal information is being requested. Except as expressly stated otherwise in this Privacy Policy, you may opt out of having Global Relay share personal information with third parties as described in this Privacy Policy by notifying Global Relay in writing of your desire to do so.

We will obtain your consent prior to the collection, use or disclosure of your information. Consent may be express or implied. Implied consent means that you provide the information to us and the purpose of providing such information would be clear to you, even if we did not state it. For purposes of the Services Agreement, by accepting the terms of the Services Agreement, the Customer is deemed to have consented to the use and disclosure of information of the Customer by Global Relay for purposes described in this Privacy Policy relating to the Services, as well as disclosure of the Customer's account information to credit reporting agencies, credit bureaus or private credit reporting associations.

Security of Data

The Internet is not an absolutely secure medium of communication and Global Relay cannot guarantee the security and privacy of the Customer Data sent over the Internet or stored on its Systems. The Company will use commercially reasonable efforts consistent with the standards of practice in the industry to prevent unauthorized access to and disclosure of the Customer Data exercising the same degree of care that a reasonable and careful Person would exercise with similar data. In order to assist in protecting the Customer Data, Global Relay has implemented the following polices and infrastructure:

Data Center Security

  • mirrored East/West Coast SOC Audited Data Centers
  • physically secured with 24x7x365 uniformed guard service
  • electronic key access at Data Center entrances
  • physical access to Data Centers limited solely to Global Relay employees whose duties require access
  • closed circuit video surveillance cameras and alarm systems throughout Data Centers and building
  • monitored from a secure control room accessible only to authorized Facility personnel
  • all environmental control systems monitored and controlled locally and remotely monitored
  • redundant facility HVAC cooling systems
  • fire detection and prevention systems
  • high sensitivity, early warning smoke detection systems
  • redundant power utilizing uninterruptible power supplies (UPS)
  • independent routing of network traffic between two redundant Tier 1 ISPs providing 10G connectivity

System Security

  • highly secure, reliable and scalable IT infrastructures
  • mirrored active/active firewalls to ensure that in the event of a failure data will remain secure
  • mirrored active/active load balancers to ensure high system availability
  • continually upgraded operating systems ensuring performance at the highest level
  • highly restricted access to customer data and stringent internal access procedures/authorizations
  • systems monitored 24/7 by dedicated professionals to protect against unauthorized intrusion
  • two factor Virtual-Private-Network (VPN) provides secure, remote monitoring
  • system alerts for unusual activities
  • performance of regular security reviews and monitoring of security logs for anomalies

Archive Security

  • messages are delivered to Global Relay Archive via secure connections with username and password authentication
  • secure access is provided via username and password authentication over HTTPS and can be restricted to specific IP addresses and address ranges
  • archived messages are encrypted end-to-end and are only decrypted when an authorized user conducts a search
  • encryption of data at rest uses AES encryption algorithms and secondary RSA encryption algorithms
  • data in transit is encrypted via TLS
  • data is preserved on tamperproof, non-rewriteable, non-erasable storage (including WORM storage media as applicable)
  • data is replicated between Global Relay’s two mirrored East/West Coast SOC Audited Data Centers in near real time such that are multiple copies preserved in geographically dispersed locations
  • all user actions within Global Relay Archive are logged in an unalterable audit trail, which documents the full lifecycle of every message
  • configuration changes and user access are documented in an Event Log
  • access to Global Relay Archive can be immediately suspended in the event of a reasonable detection or perceived detection of suspicious activity or other security issues

Legal Protection

  • all employees are subject to backgrounds checks
  • all employees must enter into confidentiality & non-disclosure agreements
  • strict authorization protocols & logging for senior IT escalations for systems access on "as required" basis
  • customer data is kept confidential in accordance with our Services Terms & Conditions and data protection laws
  • no third party contractors or agents are used in messaging services
  • due diligence by third party auditors is welcomed to validate Global Relay's safety and control measures

In addition, access to sensitive data is limited to those individuals and agents having a need to know.

Cookies

Global Relay is committed to continually improving the experience for its Customers as they visit its website. Accordingly, some information gathered on Global Relay's website is stored in the form of 'cookies'. Cookies are the most effective way to identify a unique user and understand their navigation during a visit. Global Relay uses cookies to store user identifications, personalize its site and offer secure Services for each account holder.

Third-Party Sites

Global Relay's website contains hypertext links to other sites as a convenience to users. Global Relay is not responsible for the privacy practices or contents of any information provided by outside sites through these links. Customers and visitors will need to check the policy statement of these other sites to understand their policies. Customers and visitors who access a linked site may be disclosing their private information. It is the responsibility of the Customer to keep such information private and confidential.

Access to and Accuracy of your Information

Global Relay will try to keep your personal information accurate. We will provide you with access to your information and the opportunity to change your information. To protect your privacy and security, we will also take reasonable steps to verify your identity, such as a password and user ID, before granting access to your data.

Questions or Comments

If there are any questions or concerns about this Privacy Policy, or if you believe that the privacy of your personal information has not been respected, please contact us at legal@globalrelay.net.

This document was last revised December 2014

Capitalized terms used in any engagement or agreement, including the Master Terms of Service, any Order Forms, or applicable schedules or policies of Global Relay, between Global Relay and Customer (or Partner, as applicable) have the respective meanings ascribed to them herein (the “Standard Definitions” located at:http://www.globalrelay.com/policies/standard-definitions), unless specifically defined otherwise within an Agreement document. In the event of any conflict or inconsistency between these Standard Definitions and the terms specifically defined in an Agreement document, the definitions contained in that Agreement document will prevail over these Standard Definitions.

ABAC Law” means the applicable anti-corruption and anti-bribery laws, including the Canadian Corruption of Foreign Public Officials Act, the UK Bribery Act, 2010 and the U.S. Foreign Corrupt Practices Act;

Acceptable Use Policy” means the policy of Global Relay that describes the proper kinds of conduct and prohibited uses of the Services as subscribed to under the Agreement found at: http://www.globalrelay.com/policies/acceptable-use

Acceptance Criteria” means the acceptance testing criteria that is used to determine if the Services or Work or any part thereof conform to and perform in accordance with the requirements of the applicable Order Form or Statement of Work;

Account” means a User account of Customer consisting of a Username and Password used to obtain access to one or more of the Services;

Administrative Account” means the Account that upon authorization via completion of the Appointment of Administrator form, provides the Administrative User with the principle discretion and ability to assign roles, add, suspend, delete, manage and control all Accounts and Services of Customer through an online Control Center, including, authorized access to the Archived Data of Customer;

Administrative User” means the User appointed by Customer via the Appointment of Administrator form that is provided with authority over, access to and use of the Administrative Account and is responsible for instructing Global Relay by Customer Instruction and otherwise. Also referred to as the “Administrator”;

Affiliate” means any entity that owns or controls, is owned or controlled by or is under common control or ownership with either Global Relay or Customer (as applicable), where control is defined as the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership or voting securities, by contract or otherwise;

Agreement” means the written agreement between Global Relay and Customer that is comprised of the Master Terms of Service, including any amendments or addendums, any then-current applicable Order Form(s), and the most current edition of all schedules or policies referred to in the Agreement, the combination of which describes the terms and conditions on which Global Relay provides the Services to Customer;

Applicable Laws” means, with respect to a party, any domestic or foreign law, rule, statute, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force during the Term which applies to or is otherwise governing or regulating the party or its property, the transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental or Regulatory Authority. Unless otherwise expressly set out in the Agreement, references in the Agreement to an obligation of Global Relay to comply with any Applicable Law will be interpreted as a Global Relay obligation to comply with Applicable Laws that apply to Global Relay in its performance of the Services in that jurisdiction. Customer assumes responsibility for determining whether the Services are sufficient for Customer’s purposes with respect to Customer’s requirements under Applicable Laws;

Appointment of Administrator” means the Appointment of Administrator form that is required to be completed by Customer either online, via email or via hard copy and delivered to Global Relay in order to appoint and remove each Administrative User Account;

Appointment of Administrator Form” or “AoA Form” means the Direction & Release for Appointment of Administrator form required to be completed and executed by Customer to enable the appointment and removal (as applicable) of an Administrative User, which effectively comprises part of and is incorporated in the Agreement;

Archived Data” means the data of Customer that has been ingested and preserved in Global Relay Archive;

Authorized Signatory” means the individual(s) that enters into a particular agreement on behalf of its business entity, is at least 18 years of age, and has the requisite power and is otherwise capable of and authorized to enter binding agreements on behalf such business entity;

Billing Cycle” means the billing period with respect to the Services for which an invoice will be sent to Customer. The Billing Cycle shall be monthly if not otherwise specified in the applicable Order Form;

Business Hours” means 9:00 am to 6:00 pm, Monday to Friday (North America is based on each North American time zone; Europe is based on GMT);

Change Order” means a subsequent Order Form that sets forth the New Services subscribed for by Customer, associated costs, scope, and any additional obligations, or effects on the Services set forth in the then-current Order Form(s);

Company” means Global Relay Communications Inc., also referred to as “Global Relay”;

Confidential Information” of a party means any and all information or data of or relating to the party or its Affiliates that has or will come into the possession or knowledge of the other party, either orally, in writing, or in any other form in connection with or as a result of entering into the Agreement, or any other related business transaction or relationship as applicable, and which reasonably would be expected by the disclosing party to be confidential, private or proprietary, including information concerning either party’s past, present or future business, customers, employees, suppliers, technology, research or development activities, in addition to any unannounced products and services, and including any business or technical information relating to the Services, Systems, developments, inventions, processes, plans, financial information, Prices, marketing, customer and supplier lists, forecasts, and projections. Notwithstanding the foregoing, Confidential Information shall exclude information that is (i) publicly available through no fault of the receiving party; (ii) rightfully received from a third party not in breach of an obligation of confidentiality; (iii) independently developed by the receiving party without access to Confidential Information of the other party; or (iv) known to the receiving party at the time of disclosure as evidenced by the written records of the receiving party at the time of disclosure. The terms of the Agreement are the Confidential Information of both parties;

Configuration” means the setup, configuration and testing of a Service, Accounts or Users on Customer’s Systems;

Contract Term” has the same meaning as “Term”;

Control Center” (also known as “Service Manager”) means any web page of Global Relay’s online platform for the provision of the Services that provides the Administrative User with Administrative privileges to issue Customer Instructions to Global Relay, and to otherwise manage Customer’s Users and Services;

CPI-U” means the Consumer Price Index for All Urban Consumers as promulgated by the United States Bureau of Labor Statistics, using the percent change in the level of the CPI-U between the month prior to the Effective Date and that same prior month in each subsequent year;

Customer” means the individual or business entity that has subscribed to use one or more of the Services pursuant to the Master Terms of Service, and includes all Users, employees, representatives and agents of Customer, any perspective Customer using the Trial Services, and any Affiliates of Customer (unless otherwise agreed to between the parties in writing);

Customer Instruction” means any request or instruction regarding any of the Services that is communicated to Global Relay via (a) the Control Center, (b) an Administrative User, or (c) any Person that has been assigned administrative privileges or access controls by an Administrative User;

Data” means email, electronic messaging, files or information of any type, which resides on the Systems of Global Relay or Customer, as the case may be;

Direction” means a written communication from or a form to be completed by a duly authorized representative of Customer to direct Global Relay to perform certain specified tasks;

Disaster Recovery/Business Continuity Plan” or “DR/BCP” means Global Relay’s plan to provide disaster recovery capabilities and facilities to assist with the recovery and resumption of its critical business functions in the event of a significant business disruption or unavailability of any Site;

Effective Date” means the date upon which the initial Service Term and the Billing Cycle commences unless otherwise expressly stated in an Order Form;

Email Services” means Global Relay hosted email, email continuity, or email filtering service(s); or Partner Hosted Exchange or Microsoft Office365;

Emergency Maintenance” has the meaning set forth below within the definition of “Release”;

Environment” means technological environment involving Systems. References to “Environment” will be specified as “Customer Environment” or “Global Relay Environment” where that distinction is relevant;

Fees” means any and all fees to be paid by Customer for the Prices and other costs relating to the Services in accordance with the Fee Agreement or Order Form, including any taxes, interest, Change Orders and expenses;

FINRA Compliance Program” means FINRA CRP or FINRA CVD customers of Global Relay. Global Relay reserves the right to modify its Global Relay FINRA Compliance Program bundled Services offerings in the event FINRA makes any changes to the scope or status of Global Relay’s participation in FINRA’s Compliance Resource Provider Program;

FINRA CRP” means the original FINRA Compliance Resource Provider Program in which Global Relay is the Message Archiving Vendor;

FINRA CVD” means the FINRA Compliance Vendor Directory;

Force Majeure” means conditions beyond a party’s reasonable control including, but not limited to civil commotion, hostilities, sabotage, riots, war, terrorism, embargoes, communication line failures, power failures, acts of utility providers and carriers, delays by suppliers or carriers, governmental regulations, restrictions, or the intervention of government or public authority (including the denial or cancellation of any export or other necessary license or other restriction), fires, epidemics, earthquakes or other disasters, accidents, acts of God and public authority, events of national emergency, strikes, lock-outs or other labor disputes, war, criminal acts, acts or omissions of Customer or third parties, interruptions of avenues of transportation, materials or facilities, or delay or failure of any supplier;

Global Relay” means Global Relay Communications Inc.;

Global Relay Archive” means the hosted archiving service provided by Global Relay that captures and preserves electronic messages, including but not limited to email, IM, social media, Bloomberg, Thomson Reuters and mobile messaging;

Global Relay Message” means the hosted messaging and unified collaboration communications service provided by Global Relay;

Global Relay Personnel” means the employees of Global Relay and individuals retained by Global Relay from time to time in the ordinary course of business as contract personnel;

Global Relay Search” means the Outlook plug-in and proprietary mobile apps for iPhone, iPad, Blackberry and Android that provide Users with access to search, retrieve and view messages preserved in “Global Relay Archive”;

Governmental or Regulatory Authority” means all federal, state, provincial, county, municipal, quasi-governmental entities or agencies, or political subdivisions of these entities or agencies, foreign government to the extent applicable, as well as entities created by the agencies or political subdivisions having or purporting to have jurisdiction over Customer, Global Relay, or any Person, property, transaction, activity, event or other matter related to the Agreement;

Intellectual Property Rights” means the intangible legal rights or interests evidenced by or embodied in (a) any idea, design, concept, technique, invention, discovery or improvement, regardless of patentability, but including patents, patent applications, trade secrets and know-how; (b) any work of authorship, regardless of copyright ability, but including copyrights and any moral rights recognized by law; (c) any trademark, trade name, trade secret and Mark; and (d) any other similar rights, in each case, on a worldwide basis;

Initial Term” has the meaning set out in Section 13.1 of MTOS;

Legacy Data Import” means the historical Data of Customer that is imported to Global Relay Archive;

Legal Process” has the meaning set out in Section 8.2.1(b) of MTOS;

Maintenance Window” means the normal scheduled maintenance window outside of Business Hours to implement Releases. Typically, between the hours of (i) 1am to 11:00 am Saturday GMT [5:00 pm (Friday-Saturday) to 3:00 am PST/Vancouver]; or (ii) 1am to 6:00 pm Sunday GMT [4:00 pm (Saturday-Sunday) to 9:00 am PST/Vancouver]. It may become necessary to revise the timing of this Maintenance Window, and in such an event the parties agree to work in good faith towards a revision;

Marks” means logos, service marks and any other trademarks of a business entity;

Master Terms of Service” means the framework terms and conditions on which Global Relay, either directly or through one of Global Relay's Partners, provides the Services to Customer and, if applicable, any Customer Affiliates (collectively “Customer”). These Master Terms of Service also govern the subscription and use of Global Relay’s Services by Customer under any Order Form. The Master Terms of Service, as amended from time to time, is found at: http://www.globalrelay.com/policies/terms. Also referred to as “MTOS” or the “Services Terms & Conditions”;

Notice” means prior written notice sent by one party to the appropriate contact of the other party, in accordance with the Notices and Communications provisions of the applicable agreement. Where no time requirement is expressly stated in a Notice, such notice is required to be at least 30 days;

Order Form” means any Statement of Work, Fee Agreement, or Change Order between Global Relay and Customer which set forth the specific Services subscribed for by Customer during the Service Term, in addition to other relevant information. Any applicable Order Form, and any and all amendments thereto, are incorporated as part of the Agreement;

Partner” means one of Global Relay’s alliance, referral, or reseller partners;

Password(s)” means the combination of numbers and/or letters the Users select from time to time, for each User’s use alone, as a means of identifying each User and enabling each such User to access its Account(s) or Service(s) subscribed for;

Person” means any individual, business entity, partnership (whether general, limited, limited liability or otherwise), limited liability company, corporation, association or other unincorporated association;

Price(s)” means the pricing and rates for the Services, set forth in the applicable Order Form;

Privacy Policy” means the policy of Global Relay that describes how Customer’s personal information will be generally collected, treated, and used, found at: http://www.globalrelay.com/policies/privacy;

Professional Services” means certain professional support services provided by Global Relay’s Audit & eDiscovery, Data Services, and Technical Services as further set out in Section 2.8.2 of MTOS;

Provisioning” means the setup, activation and testing of a Service or an Account on Global Relay’s Systems;

Regular Maintenance” means the normal service maintenance typically scheduled between the hours of (i) 1:00am to 11:00 am Saturday GMT [which translates to 5:00 pm (Friday-Saturday) to 3:00 am PST/Vancouver]; or (ii) 1:00am to 6:00 pm Sunday GMT [which translates to 4:00 pm (Saturday-Sunday) to 9:00 am PST/Vancouver]. Some components may use maintenance windows at different times in order to minimize impact to customers (for example, some systems may be idle during typical business hours and busiest overnight). Global Relay reserves the right to revise the scheduling of Regular Maintenance in its reasonable discretion;

Release” means an updated version of one of the Services that Global Relay makes generally available to its customer base after the Effective Date, as may be released, from time to time, containing functional enhancements, customization, modifications, extensions and error corrections. A Release (where the software is released as an “x.y.z.a” version) may be referred to as a: (i) “New Version” being a Release of a new version, incremented when there are significant jumps in functionality for most or all users of the Service, including significant architectural changes (the change in version is registered by a change of x); (ii) “Major Update”” being a Release that updates an existing version, incremented when new features or content are added to the Service (the change in version is registered by a change of y); (iii) “Maintenance”” being a Release that does not add new features or content, typically incremented to solve minor issues, perform maintenance, or to release minor changes to functionality or customer specific features of the Service (the change in version is registered by a change of z); or (iv) “Patch” or “Emergency Maintenance” being (1) a Release that is intended to resolve a specific issue that is necessary to address before the next Maintenance Release or (2) implementation of security patches, critical fixes (also referred to as a ““Hot Fix””), or software/ hardware Releases that repair or prevent a Service impacting situation, as determined in Global Relay’s sole discretion (the change in version is registered by a change of a). A Release does not include enhancements or modifications to the Services that amount to different or related components not specifically described as part of the Services set forth in any Services Description schedule or an Order Form;

Renewal Term” has the meaning set out in Section 13.1 of MTOS;

Services” means one or more of the services of Global Relay subscribed for or procured by Customer that are specifically itemized in the applicable Order Form pursuant to this Agreement;

Site” means each data center location from which Global Relay provides the Services;

Source Data” means a Third Party Network data type;

Statement of Work” or “SOW” means a statement of work duly executed by Customer and Global Relay which references the Agreement and sets forth the specific Services or project subscribed for by Customer and related details;

Static Archive” means a customized Global Relay Archive for existing Archived Data of Customer with online access for Administrator(s), but no new data flow;

Support” means the technical support provided to Customer by Global Relay support technicians via email, phone, and remote desktop support;

Support Ticket” means Global Relay’s email response and Support ticketing system for purposes of facilitating, troubleshooting, and tracking incidents reported to Global Relay by Customer. Customer may open a Support Ticket via (i) an email notification from Customer to support@globalrelay.net; or (ii) a phone call from Customer to Support;

System(s)” means computers, servers, data storage devices, Internet connectivity, operating systems/software configurations, and any hardware or software networking device, including but not limited to hubs, switches, routers, and firewalls. References to “Systems” will be specified as “Customer Systems” or “Global Relay Systems” where that distinction is relevant;

Tariff Rate” means the pricing rate of 1.5 times the standard Global Relay Fees and Prices, applied after the expiry of any Trial Period, the Term, or after a termination date (as applicable) where there is not a valid continuing Order Form, unless and until the parties mutually agree in writing otherwise;

Taxes” has the meaning set out in Section 9.8 of MTOS;

Term” means the time period Customer has subscribed for the Services, including Initial Term and any subsequent Renewal Terms. Term may also be referred to as “Contract Term”;

Third Party Network” means any technology platform, email hosting, public, consumer or private instant message network, social network or service, or the content thereof, operated, controlled, or provided by any third party, including but not limited to AIM, Yahoo!, MSN, Skype, GoogleTalk, Actiance, Bloomberg, Thomson Reuters, ICE Chat (YellowJacket), Pivot (CME), Slack, Microsoft OCS/Lync, CiscoWebex and CUPS, BlackBerry, LivePerson, OpenFire, Chatter, Yammer, ePulse, Jive, Symphony, LinkedIn, Sales Navigator, Twitter, Facebook, Green Key, Cloud 9, (this list is subject to change at any time);

Transition Assistance Period” has the meaning set out in Section 13.3.4 of MTOS;

Transition Assistance Services” has the meaning set out in Section 13.3.4 of MTOS;

Trial Period” means the time frame that Global Relay and Customer have allocated for a Trial of the Services, specifically itemized in an applicable Order Form. Where no time frame has been specified, the Trial Period shall be up to 30 days;

Trial” has the meaning set out in Section 2.4 of MTOS;

True-up” has the meaning set out in Section 9.3 of MTOS;

User(s)” means an employee, representative, shared mailbox, or other unique messaging Account (automated or otherwise) of Customer that has been granted access to one or more of the Services through a designated Account or Accounts, or whose data is being ingested and preserved in the Global Relay Archive;

Work” means development work performed or delivered by or on behalf of Global Relay, as described in a Statement of Work mutually agreed in writing by the parties. Global Relay (or its licensors where applicable) shall be the exclusive owner of, and reserves all of its rights, titles, and interest in and to, any Work performed in connection to the Agreement and any related Intellectual Property Rights, including all goodwill and any derivative works thereof. For the avoidance of doubt, any Work performed by Global Relay under a Statement of Work, along with any resultant work product, is developed and created by Global Relay in the course of providing the Services to its customers, and does not constitute a “work made for hire”.

Website Terms of Use & Copyright Policy” means the policy of Global Relay found at: http://www.globalrelay.com/policies/terms-of-use describing how Global Relay’s website and the material published within its website are owned by, or licensed to, Global Relay and are protected by copyright, trademark and other intellectual property laws.

Global Relay Communications Inc. ("Global Relay") has developed and owns all the rights to its enterprise message archiving ("Global Relay Archive"), compliance supervision ("Compliance Reviewer"), web and mobile archive access ("Global Relay Search") and instant messaging ("Global Relay Message") services, and specializes in industry-specific online messaging and data compliance solutions.

1. AGREEMENT

1.1. Agreement Documents. These Master Terms of Service set out the framework terms and conditions on which Global Relay, either directly or through a Partner, provides the Services to Customer and, if applicable, any Customer Affiliates (collectively "Customer"). These Master Terms of Service also govern the subscription and use of Global Relay’s Services by Customer under any Order Form. Any then-current Order Form(s) together with the Master Terms of Service form the "Agreement" between the parties.

1.2. Updates. Global Relay may update these Master Terms of Service from time to time without further notice. The most current version will take effect upon posting at http://www.globalrelay.com/policies/terms. Except as authorized by this Agreement, no provision of the Order Form(s) may be amended without mutual agreement in a writing signed by the parties. By subscribing for, accessing, or using any services provided by Global Relay, Customer agrees, without limitation or qualification, to be bound by these Master Terms of Service.

1.3. Representation & Eligibility. Each of Global Relay and Customer represents and warrants that: (a) it is properly licensed to do business and is in good legal standing in the jurisdictions in which it does business and will remain so during the term of this Agreement; (b) it has the right, power and authority to enter into, and to fully perform its obligations under this Agreement; (c) the information it has provided the other party under this Agreement is true, accurate and complete in all material respects; and (d) the entering into and performance of this 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. Each of Global Relay and Customer further represents and warrants that it shall conduct all of its activities under this Agreement in an honest, legal, ethical, businesslike and professional manner.

1.4. Affiliates. Upon mutual agreement between the parties, Global Relay will provide the Services or any part of the Services to any Customer Affiliate as if such Services were provided directly to Customer. Except where Customer Affiliate has directly entered into an agreement or Statement of Work with Global Relay or unless otherwise agreed in writing by the parties, Customer shall (a) ensure that its Affiliates receiving the Services hereunder comply with all provisions of this Agreement applicable to Customer; (b) continue to act as a key point of contact with Global Relay with respect to facilitating the Services provided to its Affiliates; and (c) remain liable to Global Relay and, as between the parties, to all other Persons, for (i) the failure of Customer’s Affiliates to comply with this Agreement to the same extent that Customer would have been had Customer failed to comply; (ii) the acts and omissions of its Affiliates to the same extent that Customer would have been had Customer failed to comply, and (iii) all payments of the Fees owed by Customer’s Affiliates under this Agreement.

2. GLOBAL RELAY SERVICES

2.1. Services Subscription. The services of Global Relay subscribed for or procured by Customer that are specifically itemized in the applicable Order Form shall be the "Services" provided by Global Relay pursuant to this Agreement.

2.2. Order Form. The Order Form that initiates the Services will at a minimum set out, in addition to the specific Services subscribed for by Customer, the Initial Term, Fees, Prices, initial User count, payment method, Billing Cycle and Effective Date for the commencement of the Services.

2.3. Activation. On or after the Effective Date of the Agreement, Global Relay will initiate activation of the Services subscribed for by Customer.

2.3.1. Provisioning. Global Relay will setup, activate, and test the Services on its Systems for Customer ("Provisioning").

2.3.2. Configuration. Upon completion of the Provisioning by Global Relay, Global Relay will provide Customer with applicable specifications to enable Customer to setup, configure, and test the Services, Accounts, and Users in Customer's Environment ("Configuration"). Customer has responsibility for, and control over, (a) the timely and accurate completion of the Configuration (including configuration of Users and User aliases, and supported versions of Third Party Networks if applicable) and (b) where Customer is using Global Relay Archive, verifying with Global Relay the secure and proper end-to-end connection and message flow, including the sending, receipt, and archiving of messages in Global Relay Archive. Customer acknowledges that Global Relay is not liable for any loss resulting from the Configuration regardless of whether Global Relay supplied the software, instructions, or representatives of Global Relay to provide assistance with the Configuration. Unless otherwise scheduled between the parties in advance, Global Relay will be available to assist with Configuration during Business Hours.

2.4. Evaluation. For evaluation purposes, Global Relay may make available trial services, demo Accounts, or a proof of concept (POC) Environment for testing of certain Services (collectively, "Trial"). The scope, cost, and Trial Period for the Trial of any Services shall be set out in an Order Form. Services provided during the Trial are subject to the Agreement from the Effective Date unless otherwise agreed in writing by the parties.

2.5. Service Availability. Global Relay will make commercially reasonable efforts to provide Customer a high level of service availability, provided that Global Relay reserves the right to perform Regular Maintenance, or immediately implement Emergency Maintenance to prevent or remediate a Service impacting situation or security concern. Global Relay will endeavor to apply Emergency Maintenance during the time window set for Regular Maintenance, and to provide Customer with as much advance written notice as possible before any Maintenance.

2.6. New Releases. Customer acknowledges that Global Relay may provide automatic Releases to the Services from time to time, provided that with any such Release: (a) the Services will continue to meet all of Global Relay’s obligations under this Agreement, and (b) there will be no material deprecation, reduction, or degradation of the Services from the performance levels or material functionality of the Services contracted for under this Agreement. Global Relay will endeavor to provide Customer with reasonable advanced notice of any Release.

2.7. Development Work. In special circumstances, Global Relay may agree to perform certain customized Work requested by Customer related to the Services. The scope and cost of the Work to be performed by Global Relay must be set out in a Statement of Work, with applicable Acceptance Criteria, mutually agreed in writing by the parties.

2.8. Support.

2.8.1. Standard Support. Included with the Services, the following types of standard support (“Support”) are reasonably provided at no additional charge by Global Relay during Business Hours to Customer’s Administrative User(s), requesting support on behalf of Customer’s end Users, via email, phone, webinar, or remote desktop:

(a) Technical Support to assist with troubleshooting and resolving Provisioning, Configuration, and operational issues. Additionally, support for network-related and urgent technical, security, or operational issues, is provided 24/7/365. Customer may open a Support Ticket via:

(i) an email notification from Customer to support@globalrelay.net, or

(ii) a phone call from Customer to Support at 604.484.6630 or 866.484.6630.

(b) Training Support to assist with setup of compliance and supervision tools, setup for data exports or self-directed eDiscovery/audit projects, and other training support related to the use of the Services.

2.8.2. Professional Services. Customer may optionally engage Global Relay to perform any of the following additional professional services (“Professional Services”) in accordance with the Fees set out in the applicable Order Form or as otherwise agreed in writing by the parties:

(a) Audit & eDiscovery Services to assist with independent third party audit and eDiscovery projects carried out by Global Relay’s Compliance, Audit & eDiscovery teams;

(b) Data Services to assist with consultative or customized support with respect to special requests or issues related to Customer’s Legacy Data or Archived Data; or

(c) Technical Services to assist with Standard Support outside of Business Hours, customized implementation/configuration, other consultative or project management services, or other advanced training or support beyond the scope of Support services outlined in Section 2.8.1.

2.9. Control and Operation. Subject to the terms of this Agreement, Global Relay will have control over the Provisioning, Support, operation, and maintenance of the Services and will determine the manner, methods, techniques, and procedures that Global Relay uses in providing the Services. Customer acknowledges and agrees that Global Relay cannot guarantee the successful operation of a Service where the Service may be affected by other Systems of Customer, Customer’s Environment, or Customer’s suppliers that are not maintained, operated, or controlled by Global Relay.

2.10. FINRA Compliance Program. (This paragraph only applies to FINRA CRP and FINRA CVD customers under the FINRA Compliance Program.) The Global Relay FINRA Compliance Program bundled Services offerings are exclusive to FINRA CRP and FINRA CVD customers of Global Relay. Notwithstanding Section 9.7 (Price Adjustments), Global Relay reserves the right to modify its Global Relay FINRA Compliance Program bundled Services offering in the event FINRA makes any changes to the scope or status of Global Relay’s participation in the FINRA Compliance Program.

3. PROPRIETARY RIGHTS

3.1. Ownership and Control of Customer Data. As between Global Relay and Customer, Customer will have sole and exclusive ownership of all right, title, and interest in and to Customer Confidential Information. Where Customer is using Global Relay Archive, Global Relay acknowledges that all Archived Data is proprietary to and exclusively owned by Customer. Nothing in this Agreement grants Global Relay any right, title, or interest in or to any Archived Data or other Customer Confidential Information other than as necessary to perform the Services. Customer’s Archived Data is managed and controlled via the actions of Customer and its Users. Accordingly, to the extent of its control, Customer is responsible for the Archived Data it stores in Global Relay Archive.

3.2. Reservation of Rights in Services. Other than the limited rights of the subscribing Customer to access and use the Services in accordance with this Agreement, no Intellectual Property Rights of a party will be transferred to the other. No other rights or ownership in the Services, express or implied, or any Intellectual Property Rights thereto are conveyed to Customer. Global Relay (or its licensors where applicable) is the exclusive owner of the Services and Works and reserves all of its rights, titles, and interest in and to the Services and Works, and any related Intellectual Property Rights, including all goodwill and any derivative works thereof, and anything developed or delivered by or on behalf of Global Relay under this Agreement. All rights, now and in the future, in and to the Services not expressly granted to Customer are reserved by Global Relay.

3.3. Customer Feedback. Global Relay shall have the right and sole discretion to use or incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Users, relating to the operation of the Services, without payment to or ownership by Customer.

4. CUSTOMER RESPONSIBILITIES AND USE OF SERVICES

4.1. Administrative User. Customer shall appoint one or more Administrative User(s) to be responsible for managing Customer’s Users, Accounts and Passwords, as well as communicating Customer Instructions. For mutual security of Customer and Global Relay, each Administrative User must be appointed and removed (as applicable) by Customer delivering to Global Relay an executed Appointment of Administrator Form. At least one Administrative User must be appointed before any part of the Services can be accessed by Customer.

4.2. Customer Instructions. Customer agrees that each of its Administrative User(s) will have responsibility for all Customer Instructions. Each Administrative User, as a representative of Customer, has the ability, at the sole discretion of Customer to further assign its administrative privileges and access controls under the Administrative Account to other Accounts or Users of Customer. Customer hereby authorizes Global Relay to accept and act on any requests or directions pursuant to a Customer Instruction or otherwise from an Administrative User or any Person that has been assigned such administrative privileges or access controls by an Administrative User. In no event shall Global Relay be liable to Customer or any third party for such reliance by Global Relay on any Customer Instruction in a manner consistent with this paragraph.

4.3. Decline to Act. For mutual security of Customer and Global Relay, Global Relay may, in its reasonable discretion and in good faith, decline to act on a Customer Instruction until it is able to verify the validity of the Customer Instruction or the requesting Administrative User. Global Relay shall not incur any liability for exercising its discretion in a manner consistent with this paragraph.

4.4. Access. Customer understands and acknowledges that Global Relay is not responsible for maintaining Accounts and Passwords for Users of Customer. Customer’s Administrative User(s) will have access rights to the online Control Center to directly manage Customer's role-based access controls and use of the Services. Customer shall be responsible and liable for any and all access to and use of the Services by Customer’s Users. Specifically, Customer’s responsibilities shall include, but are not limited to, (a) maintaining and managing User Accounts and Passwords; (b) maintaining the confidentiality and security of Customer access information associated with Accounts and Passwords, or other account identifiers which Customer chooses or is assigned for its Users; (c) all activities that occur under such Accounts and Passwords in connection with the Services; (d) Users identification and authentication for access to the Services; and (e) the security of Customer’s own Password authentication servers if Customer’s servers are used by Customer as part of the login authentication process.

4.5. Restrictions on Use. Customer is responsible for its Users’ compliance with this Agreement and Applicable Laws. Customer shall not rent, sell, assign, lease, sublicense, transfer or otherwise encumber the Services. Customer shall not, and shall not cause or permit others to, derive or attempt to derive the source code, source files, or structure of all or any portion of the Services by reverse engineering, disassembly, de-compilation, or any other means, or otherwise modify or create derivative works from the Services. Customer shall not share, distribute, or disclose the results of any benchmarking tests, comparative evaluations, or its internal assessments or audits of the Services with any third party without Global Relay’s prior written consent in each case. For security purposes, Customer shall not, and shall not cause or permit others to, (a) perform social engineering, penetration, and other similar security and vulnerability testing on Global Relay’s Environment without the prior written consent of Global Relay in each case; or (b) cause or use any application to negatively impact, including overloading, spamming, obstructing, or interfering with, the stability or performance of Global Relay’s Systems or Environment. Abuse or misuse of the Services is strictly prohibited.

4.6. Acceptable Use Policy. Customer acknowledges that the Services provided to Customer pursuant to this Agreement are also subject to, and Customer agrees that it shall comply with, Global Relay’s Acceptable Use Policy located at http://www.globalrelay.com/policies/acceptable-use, as updated from time to time.

5. GLOBAL RELAY ARCHIVE

These additional terms apply where Customer is using Global Relay Archive Services.

5.1. Archive Data Capture. Customer shall ensure that: (a) Global Relay is provided a complete and accurate list of all email domains and other types of electronic communications to be archived, including any updates to the same; (b) Global Relay is provided a complete and accurate list of Customer’s Users and User aliases, as applicable, including any updates to the same; (c) Global Relay is provided with any requirements regarding physical and logical segregation of Customer Data within Global Relay Archive before Provisioning commences; (d) Configuration of all electronic communications required to be archived is completed in accordance with Global Relay’s specifications; (e) all electronic communications required to be archived are properly formatted in accordance with industry standards supported by Global Relay’s specifications, and successfully delivered to Global Relay Archive for ingestion; (f) any Legacy Data Import is provided to Global Relay in an industry standard format which has been tested and verified by Global Relay as supported by Global Relay Archive; and (g) it verifies that the data types and Third Party Networks (including versions and formats) it requires to be archived are in fact supported by Global Relay Archive and set out in the applicable Order Form (see https://www.globalrelay.com/support-training/help-center for supported data types and Third Party Networks (including versions and formats), or contact Global Relay to inquire about a data type or version not listed). Customer is prohibited from delivering Third Party Networks data types which have been converted into email formats to Global Relay Archive to be captured as standard email messages without formally adding such data types to the Services through a Change Order. Global Relay reserves the right to charge a Fee for each of such Third Party Networks data type delivered as email messages. Global Relay is not responsible to Customer for any message types or Third Party Networks (including versions and formats) that are not supported, or that are not technically able to be captured or ingested by Global Relay Archive for reasons beyond the control of Global Relay.

5.2. Monitoring Data Flow. Customer shall monitor its delivery of each data type to Global Relay Archive. Upon Customer’s written request, Global Relay will generate a daily email to Customer that reports statistics on Global Relay’s receipt and processing of each data type from Customer and each Customer User. Customer is responsible to review these reports and to notify Global Relay of any mail flow issues, anomalies, or delivery failures. Customer shall also notify Global Relay of any upgrades, patches, or maintenance to Customer’s servers or data feeds which may result in an outage, disablement of journaling, or other disruption of data flow to Global Relay Archive. Customer shall ensure that no data or messages are transmitted through its email/IM server(s) or otherwise, until Customer’s upgrade, patch, or maintenance has been completed and journaling or data flow to Global Relay Archive has been enabled or reactivated.

6. THIRD PARTY NETWORKS

These additional terms in Section 6 apply where Customer is using any Services that interoperate with any Third Party Networks or Email Services.

6.1. Availability of Third Party Networks. Global Relay does not control and is not responsible for any Third Party Networks. Such Third Party Networks may change their formats, APIs, delivery methods, or posting times without notice to Global Relay, or may have inaccuracies in format schemas, corruptions or other changes, which may affect the availability or performance of the Services that interoperate with Third Party Networks. Notwithstanding anything else in the Agreement, Global Relay does not and cannot warrant the availability or performance of any Third Party Networks, and Global Relay expressly disclaims any and all liability related to, connected with, or arising from Third Party Networks including any outages, delivery delays, delivery methods, corruption of data, processing failures, failure to format data in accordance with such Third Party Network’s data schema, changed or discontinued or failed services, or termination of service. Additionally, Customer is responsible to ensure its end Users only use versions of the applicable Third Party Network or Email Services clients that are expressly supported by Global Relay Services. Customer may contact Global Relay Support to confirm an updated list of supported Third Party Networks (currently listed here: https://www.globalrelay.com/support-training/help-center). Global Relay also reserves the right to discontinue support for any Third Party Network service, temporarily or permanently, upon reasonable advanced notice. Customer agrees that Global Relay shall not be liable to Customer or any third party for any modification or discontinuance of any of the Services; provided however, that in the event Global Relay discontinues any Services, Global Relay will endeavor to provide Customer with reasonable advanced notice. To assist with the administration and maintenance of accurate data flow and user statistics, where an end User of an Account associated with a particular Third Party Network or an Email Service has not accessed that particular Account for more than 90 consecutive days, the User’s license related to such Account will be deemed abandoned and Global Relay may adjust Global Relay’s license count with such Third Party Network or Email Services to account for such User’s inactivity. To regain access, Customer may contact Global Relay Support.

6.2. Third Party Networks Terms of Use. Customer acknowledges its obligation to comply with any terms of service or terms of use provided by, or any usage fees required by, any Third Party Network or federation of Third Party Networks, including any limitation with respect to restricted or illegal activities. Global Relay shall not be liable for Customer's violation of any such Third Party Network's requirements and Customer shall hold Global Relay harmless for any liability for such violations.

7. SECURITY

7.1. Security Procedures and Controls.

7.1.1. Global Relay. In connection with delivery of the Services and its obligations under the Agreement, Global Relay has implemented and will continually maintain appropriate security procedures, measures, and controls, including appropriate electronic, physical, and organizational security procedures, measures, and controls to reasonably guard against accidental, unauthorized or unlawful access, destruction, use, alteration, modification, disclosure or loss of Archived Data.

7.1.2. Customer. In connection with its use of the Services and its obligations under Section 4 (Customer Responsibilities and Use of Services), Customer will continually maintain appropriate security procedures, measures, and controls, including appropriate electronic, physical, and organizational security procedures, measures and controls to reasonably guard against accidental, unauthorized or unlawful access, destruction, use, alteration, modification, disclosure or loss of Archived Data.

7.2. Data Protection. Notwithstanding any other provisions of this Agreement, Global Relay reserves the right, in the event of a reasonable detection or perceived detection of suspicious activity or other security issues whatsoever, including an incident that impacts internet security infrastructure or transmissions in a manner which may cause security risk to Global Relay, Customer, or Archived Data, to temporarily suspend Customer’s access to any of the Services as is necessary. During any such suspension, Global Relay will use commercially reasonable efforts to resolve and mitigate the risk and resume Customer's use of the Services and access to the Archived Data as soon as possible and to ensure the integrity of the Archived Data. Any 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 Services and the Archived Data.

8. CONFIDENTIALITY & NON-DISCLOSURE

8.1. Protection of Confidential Information. The parties to this Agreement shall not use any Confidential Information (which term shall include Archived Data) of the other party for its own benefit or for any purpose other than to fulfill its respective obligations under this Agreement. Each party agrees to receive and preserve such Confidential Information as proprietary and confidential information, exercising the same degree of care a reasonable and careful person would exercise with its own confidential information, and in no case will it use less than commercially reasonable efforts consistent with the standards of practice in the industry to prevent unauthorized access to and disclosure of the other party’s Confidential Information. The parties further agree that neither will make Confidential Information of the other party available in any form to, or for the use or benefit of, any Person except as provided in this Agreement, and that neither will use any Confidential Information of the other, or the Services, to compete with the other party in its business.

8.2. Non-Disclosure Obligations.

8.2.1. Non-Disclosure. Neither party shall disclose the Confidential Information of the other party to any Person except:

(a) to its employees and non-employee representatives who need to know the information to fulfill its respective obligations under this Agreement or in connection with the Services, and are bound by confidentiality obligations no less protective than those in this Agreement;

(b) where disclosure is required or authorized by Applicable Law or required, compelled, or requested by Governmental or Regulatory Authority or administrative or judicial process or proceeding (collectively "Legal Process"); or

(c) with prior written consent of the other party.

8.2.2. Notice. In the event that a party is legally compelled under Legal Process to provide access to the Archived Data or other Confidential Information of the other party, then the disclosing party undertakes, to the extent legally permissible, to promptly provide the other party with written notice of such an event so as to afford the other party the opportunity (at such other party’s cost) to limit, monitor, control or prevent the disclosure. A party’s obligation to provide written notice and the opportunity under the foregoing sentence shall not be interpreted as preventing that party from meeting a deadline or other requirements under Applicable Law or Legal Process. Customer is responsible for all costs to comply with Legal Process and any related disclosure of its Archived Data.

8.3. Publication. Global Relay has the right to refer to Customer, directly and indirectly, in marketing materials, case studies and on Global Relay's website to indicate that Customer uses the Services and for general information and business purposes regarding Global Relay's customer base. Global Relay shall not issue any press release announcing the engagement or use by Customer of the Services without the express prior written consent of Customer. Any press release or case study shall be subject to the review and prior written approval of both parties and this approval shall not be unreasonably delayed or withheld.

9. FEES, PAYMENTS, AND CHANGE ORDERS

9.1. Fees and Payments. Customer will execute an Order Form which sets forth the specific terms and Services subscribed for by Customer during the Term. Customer agrees to pay all Fees due under any Order Form or otherwise under this Agreement. Unless alternative payment terms have been specified in the Order Form, Customer shall pay all undisputed Fees (a) on the invoice due date, (b) in advance, based on a quarterly Billing Cycle or an alternative Billing Cycle otherwise stated in the applicable Order Form, and (c) by pre-authorized credit card. Customer, if paying by credit card, hereby gives its authorization for all payments required to keep its accounts current. All credit card payments will normally be processed on the invoice due date. Customer is responsible for providing complete and accurate billing and contact information, including updates to User counts related to the Services, and for notifying Global Relay of any changes to such information.

9.2. Change Orders. Customer may request New Services from time to time during the Term. "New Services" are services that are materially different from or in addition to the Services described in the then-current Order Form(s). New Services may include, but not limited to, adding new data types to be archived, adding ancillary Services, additional functionality, customization of support packages, the import of Legacy Data, or other requirements of Customer that alter the original scope of the Services (but do not constitute Work under Section 2.7). Customer may be required to execute a Change Order which sets forth the New Services subscribed for by Customer, associated costs, scope, and any additional obligations, or effects on the Services set out in the then-current Order Form(s). New Services will be billable from the effective date of the Change Order at the standard Global Relay Prices unless otherwise specified therein. New Services will be coterminous with the Term for the existing Services.

9.3. True-ups. Customer may increase its User subscriptions during the Term, provided that Customer promptly reports any increases in User counts to Global Relay. Global Relay reserves the right to perform a reconciliation of actual usage/User count versus ordered quantities of Customer’s Service/User subscriptions under the then-current Order Form(s) ("True-up"). Upon reasonable advanced notice, Global Relay shall have the right to audit, and Customer agrees to make available, or provide access to, Customer’s internal controls and records reasonably necessary to assist with the True-up. If, as a result of any such True-up or audit, Global Relay reasonably determines that Customer’s use of the Services has exceeded its subscription quantities, or where Customer has reported an increase in User subscriptions, Global Relay will make the pro-rated adjustments to the corresponding Fees invoiced in the subsequent invoice(s) or in a separate True-up invoice.

9.4. Subscription Minimum. During the Term, the initial User count stated in Customer’s Order Form or the average User count over the last 12 months, whichever is higher, will be the minimum billable commitment unless otherwise agreed in writing by the parties.

9.5. Fee Dispute. Customer has 30 days from the invoice date to notify Global Relay in writing if there is any Fee dispute or otherwise the invoice will be deemed correct. Any notice by Customer must provide Global Relay with sufficient detail of the claimed Fee discrepancy, and other information that Global Relay may reasonably request, in order to review and resolve the claimed Fee discrepancy. The parties will work together in good faith to diligently resolve the discrepancy. During any resolution period, Customer will continue to pay all undisputed portions of the invoiced amount to Global Relay. If the claimed Fee discrepancy is verified, a pro-rated refund will be issued as a credit note.

9.6. Non-Payment and Suspension. Any Fees due and owing by Customer (excluding the portion disputed in good faith) under this Agreement that are not received by Global Relay within 30 days of the invoice due date may be subject to a late fee of one and one half percent per month, as calculated from the invoice due date until the date payment is received by Global Relay. Such non-payment constitutes a material default by Customer, and Global Relay may suspend Customer's Services until the overdue amount are paid in full plus a $200.00 reactivation fee. Such suspension will be effected in accordance with the notice requirements and procedures of Section 13.2. Global Relay has no obligation to return Archived Data to Customer until Global Relay receives payment in full of the outstanding balance and any payment disputes are resolved. Customer shall not be entitled by reason of set-off, counterclaim, abatement or other similar deduction to withhold any amount due to Global Relay.

9.7. Price Adjustments. Global Relay may, on an annual basis, increase the Fees by amounts equal to the percent increases in the CPI-U, using the percent change in the level of the CPI-U between the month prior to the Effective Date and that same prior month in each subsequent year. In addition, Prices are also subject to change on renewal, upon written Notice to Customer by the end of the then-current term. Unless otherwise agreed in writing by the parties, continued use of the Services by Customer for 15 days past the renewal constitutes acceptance by Customer of any Price changes for the Services for the Renewal Term.

9.8. Taxes of Customer. Fees and any other charges under this Agreement do not include any local, provincial, state, federal, or foreign taxes, levies or duties of any nature, including value-added, sales, use or withholding taxes assessable by any jurisdiction ("Taxes"). Customer is responsible for paying all Taxes, excluding only taxes based on Global Relay's net income. If Global Relay has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Global Relay with a valid tax exemption certificate authorized by the appropriate taxing authority.

10. WARRANTIES AND DISCLAIMERS

GLOBAL RELAY IS COMMITTED TO MAKING COMMERCIALLY REASONABLE EFFORTS TO PROVIDE CUSTOMER A HIGH LEVEL OF SERVICE AVAILABILITY, SUBJECT TO CUSTOMER’S AND CUSTOMER’S THIRD PARTY NETWORKS AND VENDORS’ COOPERATION AND COMPLIANCE WITH THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, TEMPORARY UNAVAILABILITY OF THE SERVICES MAY OCCUR AS A RESULT OF MAINTENANCE, SOFTWARE RELEASES, HARDWARE RELEASES, SECURITY ISSUES, INTERNET ISSUES, OR CONNECTIVITY ISSUES. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT CUSTOMER’S USE OF THE SERVICES IS AT ITS SOLE RISK. THE SERVICES ARE PROVIDED BY GLOBAL RELAY, AND ACCEPTED BY CUSTOMER, ON AN "AS IS" AND "AS AVAILABLE" BASIS. GLOBAL RELAY AND ITS SUPPLIERS AND PARTNERS, TO THE FULLEST EXTENT PERMITTED BY LAW, OTHERWISE 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, OR THAT THE SERVICES ARE ERROR-FREE. GLOBAL RELAY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT CUSTOMER’S USE OF THE SERVICES WILL SATISFY ANY OF ITS STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH CUSTOMER’S LEGAL REQUIREMENTS, OR ANY APPLICABLE LAWS OR REGULATIONS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES ARE SUFFICIENT FOR CUSTOMER’S PURPOSES WITH RESPECT TO CUSTOMER’S REQUIREMENTS UNDER APPLICABLE LAWS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT CUSTOMER'S DISCRETION AND RISK AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS SYSTEMS OR ENVIRONMENT, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE, INFORMATION, INSTRUCTIONS, OR COST PROJECTIONS, WHETHER ORAL OR WRITTEN, FROM GLOBAL RELAY OR ITS EMPLOYEES, REPRESENTATIVES, OR AGENTS, OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY PROMISE, WARRANTY, OR OBLIGATION NOT EXPRESSLY STATED IN THIS AGREEMENT.

11. RELEASE

Customer releases Global Relay from and agrees to defend, indemnify, and hold harmless Global Relay, its Affiliates, directors, officers, employees, agents, and Partners from and against any claims, actions, suits, demands, proceedings brought by third parties (collectively "Claims") and any related damages, losses, liabilities, obligations, judgments, awards, costs or expenses, including reasonable legal fees (collectively "Damages"), to the extent connected with, arising out of, or related to Customer's: (a) negligence or misuse of the Services, (b) breach of this Agreement, or (c) use of Third Party Networks or combination of the Services with other products, processes, or material not provided by Global Relay, whether or not due to any act, error, omission or 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. Exclusion of Damages. Notwithstanding any other provision of this Agreement or any other related agreements, in no event shall either party be liable to the other party, its clients, or any other party (any of which, a "Person") under or in relation to this Agreement for any special, direct, indirect, incidental, consequential, punitive damages, or loss of use, loss of production, loss or corruption of data, loss of profits or revenues, loss of markets, economic loss, loss of good will, exemplary loss, anticipated or otherwise, that may be suffered or incurred by any Person, resulting from any matter under or related to this Agreement or the use of, inability to use or access, or performance of any of the Services, and notwithstanding that such party may have been advised of the possibility of any such damages 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 this Agreement, the aggregate liability of either party and its Affiliates to the other party or any Person whatsoever arising out of, in connection with, or related to the Services or this Agreement, whether in contract or tort or under any other theory of liability, including without limitation for any breach of or default under this Agreement or any misrepresentation or negligence, in the aggregate, shall be limited to proven direct damages caused by the party in an amount not to exceed the amount of monthly recurring Fees Customer has paid to Global Relay under this Agreement in the three months preceding the event giving rise to the liability. This limit is cumulative and the existence of more than one event will not enlarge the limit. The parties acknowledge 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 Fees, and in their absence the Prices and Fees and this Agreement would be substantially different. No action, regardless of form, relating to this Agreement or the Services may be brought by either Party more than two years after the cause of action has accrued under Applicable Laws.

12.3. Mitigation. Each party will have a duty to mitigate damages for which the other party is responsible.

13. TERM, SUSPENSION, AND TERMINATION

13.1. Term. This Agreement will commence on the Effective Date. This Agreement will continue in effect, together with any subsequent renewals, amendments, or Change Orders until terminated pursuant to this Section 13, unless otherwise agreed by the parties in writing. The Order Form sets out the initial Term for the Services (the “Initial Term”). At the expiry of the Initial Term, the Order Form (including any applicable Change Orders, which shall be coterminous) shall, subject to Section 9.7 (Price Adjustments), be automatically renewed annually for additional one year terms (each a "Renewal Term"), unless terminated by written Notice by either party at least 90 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 Order Form. In the event Customer continues to use the Services beyond the expiry of any Trial Period, the Term, or after a termination date (as applicable) without a valid continuing Order Form , then, without notice to the contrary, Global Relay’s Tariff Rate will apply unless and until the parties mutually agree in writing otherwise.

13.2. Suspension. Without limiting other remedies, Global Relay reserves the right to suspend any and all of Customer’s Services if Customer is in material breach or default in performance of its obligations under this Agreement or has otherwise violated this Agreement, but only if the reason for that breach, default or violation is not remedied to Global Relay’s reasonable satisfaction within 30 days following Customer's receipt of written Notice of (a) such breach, default or violation, or (b) non-payment pursuant to Section 9.6. Customer shall resolve or cure the specific concerns to Global Relay's (and to Partner's, if applicable) reasonable satisfaction prior to the Services being reinstated. Global Relay will not be liable to Customer for any suspension effected in accordance with this Section 13.2, and the Fees will continue to apply and accrue during any such suspension.

13.3. Termination. Subject to the provisions of this Section 13 and proper Notice pursuant to Section 14.4 to Global Relay Legal or Customer’s Contact, as applicable, upon termination of the Services by either party, all rights under this Agreement and the provision of Services will terminate in accordance with this Agreement. If Customer is using Global Relay Archive, this includes termination of all access to Global Relay Archive. Neither party will be liable to the other for any termination of the Services in accordance with this Agreement and the following terms:

13.3.1. Termination by Customer. Customer may terminate this Agreement (a) at the expiry of the Term in accordance with the Notice requirement of Section 13.1; (b) for cause upon Global Relay's material breach or default in performing its material obligations under this Agreement, if the reason for that breach or default is not remedied within 60 days following Global Relay's receipt of written Notice of such breach or default; or (c) in the case where there is not a governing Order Form, Customer may terminate this Agreement upon 120 days’ Notice. For termination under subsection 13.3.1(b), Customer will not be charged for Fees owed by Customer for the remainder of the Term due after the date of termination and a prorated refund will be given for any Fees prepaid by Customer. In no event shall any termination relieve Customer of the obligation to pay any Fees incurred for the period prior to the effective date of termination.

13.3.2. Termination by Global Relay. Global Relay may terminate this Agreement (a) at the expiry of the Term in accordance with the Notice requirement of Section 13.1; (b) for cause where Customer has been suspended pursuant to Section 13.2 or upon Customer’s material breach or default in performing its material obligations under this Agreement, if the reason for that suspension, breach or default is not remedied within 60 days following the suspension or Customer's receipt of written Notice of the breach or default (as applicable); or (c) in the case where there is not a governing Order Form, Global Relay may terminate this Agreement upon 120 days’ Notice. For termination under subsection 13.3.2(b), Customer will be charged for any and all Fees owed by Customer for the remainder of the Term and no refund will be given for any Fees prepaid by Customer.

13.3.3. Termination on Bankruptcy. A party may terminate this Agreement for cause (a) if the other party, upon proof, is declared insolvent or adjudged bankrupt by a court of competent jurisdiction or makes an assignment for the benefit of creditors or (b) if a petition in bankruptcy or reorganization or an arrangement with creditors is filed by or against that party and is not dismissed within 60 days. Upon such termination, all Fees owed by Customer up to the date of a valid termination shall immediately be due and payable. If Customer continues to use Global Relay’s Services to preserve its Archived Data, the Fees for Services set forth in the Order Form will continue to apply.

13.3.4. Transition Assistance Services. Provided Customer’s Fees for the Services have been paid in full for the Term, upon mutual written agreement of Global Relay and Customer, Global Relay will perform custom Services to facilitate Customer’s termination and related transition of Services (the "Transition Assistance Services"). A new Order Form will be executed by Customer detailing the Transition Assistance Services.

13.4. Return or Disposition of Archived Data. Customer may:

(a) engage Global Relay to export a copy of its Archived Data stored by Customer in its Global Relay Archive, for a Fee as set forth in the applicable Order Form, or otherwise at Global Relay’s standard rates, based on the digital media and file format requested and amount of Archived Data to be returned;

(b) engage Global Relay to preserve a Static Archive of existing Archived Data with online access restricted to the Administrative User, at Global Relay’s standard rates. Upon agreement by Global Relay, a new Order Form will be executed by Customer for this Static Archive Service and the applicable Fees will be paid in advance for the entire Term of such engagement; or

(c) direct Global Relay to permanently delete and dispose the Archived Data at the end of the Contract Term or Retention Term, whichever comes first.

In accordance with Global Relay policy on data retention, Archived Data will not be deleted during the Term until (1) Global Relay has received express written direction from Customer, and (2) the Retention Term has expired. In the event that Customer has not engaged Global Relay to either export a copy of its Archived Data or preserve its Archived Data in a Static Archive in accordance with Section 13.4 (a) or (b) respectively within 120 days following the effective termination of Services, including termination of Services for non-payment (collectively, the "Abandonment Date"), then Customer is hereby put on notice that Global Relay may, without incurring any liability, securely delete Customer’s Archived Data after the Abandonment Date, and is otherwise not responsible for any of Customer's Archived Data that remains in Global Relay Archive after the Abandonment Date. Global Relay will provide at least 45 days’ Notice before any such final disposition of Archived Data.

13.5. Survival. The following will survive the termination of this Agreement: Section 3 (Proprietary Rights), 8 (Confidentiality and Non-Disclosure), 10 (Warranties and Disclaimers), 11 (Release), 12 (Limitation of Liability), this Section 13 (Term, Suspension and Termination), Sections 14 (Miscellaneous), and any other provisions of this Agreement that by their nature should survive termination of this Agreement.

14. MISCELLANEOUS

14.1. Relationship of the Parties. 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 this Agreement. Neither party shall have any authority to act for, bind, make any representations or warranties, or assume any obligation or responsibility, express or implied, on behalf of the other party, except as specifically authorized under this Agreement or by written direction of the other party. Each party is solely responsible for all expenses associated with its performance under this Agreement unless otherwise specifically indicated. No third party beneficiary relationships are created by this Agreement. Nothing in this Agreement shall restrict in any way the freedom of either party to conduct as it sees fit any other business or activity whatsoever.

14.2. Assignment. This Agreement may not be assigned by either party without the other party's prior written consent, which will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, either party may assign this Agreement to an Affiliate or successor entity upon 30 days’ Notice to the other party.

14.3. Enurement. This Agreement will enure to the benefit of and is binding upon the parties to this Agreement and their respective successors and permitted assigns.

14.4. Notices and Communications. All Notices (other than Customer Instructions) required or provided by way of this Agreement shall be in writing and shall be deemed to have been given when delivered (with proof of successful delivery) via: (a) email, (b) mail (registered or certified, postage prepaid with receipt requested), (c) courier, or (d) personally. With respect to Notice via email, each party may rely on Customer Instructions and Notices as if the sender, on behalf of the party, had given them signed and in writing. Any Notice delivered to Global Relay or Customer shall be sent to the following contacts, as appropriate, depending on the subject matter of the Notice:

To Global Relay:
Attention: Legal, with a copy to: Shannon Rogers, President
220 Cambie St., 2nd Floor, Vancouver, BC V6B 2M9, Canada,
General Phone: 604.484.6630

To Customer: the address set forth on the initial page of this Agreement.

PartyIssueContactEmail Address
Global Relay IT Support
Billing/Fees
Legal/contractual
Support Desk
Accounting
Legal
support@globalrelay.net
accounting@globalrelay.net
legal@globalrelay.net
Customer IT Support
Billing/Fees
Legal/contractual
Administrative User
Administrative User
Administrative User
admin@customerdomain
admin@customerdomain
admin@customerdomain

14.5. Force Majeure. Global Relay shall not be liable nor will Customer have the right to terminate for any failure of Global Relay to perform any of its obligations under this Agreement during any period in which such failure to perform arises directly or indirectly out of a Force Majeure event, provided that Global Relay promptly notifies the other party of such delay in writing and uses its commercially reasonable efforts to minimize the adverse effect of such events.

14.6. Entire Agreement.

14.6.1. Entire Agreement. This Agreement is comprised of the Master Terms of Service, including any amendments, applicable Order Form(s), and the most current edition of all schedules or policies referred to in this Agreement. These together constitute the entire understanding and agreement between the parties for the provision and use of the Services and supersede any and all prior agreements, correspondence, understandings and discussions, whether written or oral, relative to this subject matter.

14.6.2. Order of Priority. Any conflict or inconsistency in the interpretation of this Agreement shall be resolved by giving precedence according to the following order of priority: (1) the Master Terms of Service, (2) the applicable Order Form(s) with the most recent prevailing, and (3) any applicable Schedules or the Policies listed in Section 14.6.4, unless the applicable Order Form, Schedule, or Policy specifically states that any part of it takes precedence over the provision of the Master Terms of Service. The parties agree that any other term or condition contained in Customer’s purchase order or in any other form or documentation of Customer (excluding Order Forms under this Agreement) is void.

14.6.3. Definitions & Interpretation. In this Agreement, all capitalized terms, unless specifically defined herein, have the meanings contained in the Standard Definitions (located here and at: http://www.globalrelay.com/policies/standard-definitions, incorporated by reference in Schedule A) to this Agreement. Any conflict or inconsistency between the Standard Definitions and the terms specifically defined in this Agreement (without reference to Schedule A), the parties intend for the definitions contained in this Agreement to prevail over the Standard Definitions. The word "including", "include" and "includes" shall be interpreted to be mean including/include/includes without limitation unless the context otherwise requires.

14.6.4. Schedules. As of the Effective Date, the following Schedule(s) are incorporated herein by reference and deemed to be a part of this Agreement:

Schedule A Standard Definitions

14.7. Severability and Non-waiver. If any part of this Agreement is found to be invalid, all other parts of this Agreement 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.

14.8. Governing Law. This Agreement 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 the body of law governing conflict of laws. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court of competent authority in Vancouver, British Columbia. The parties submit to the exclusive jurisdiction of this court. EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT.

14.9. Dispute Resolution. In the event of a dispute between Global Relay and Customer, the dispute will be escalated internally in good faith; first through designated Global Relay personnel and this person's equivalent at Customer; then through another designated Global Relay personnel and this person's equivalent at Customer. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. Any dispute arising out of or relating to this Agreement, including the breach, termination or validity hereof, which has not been resolved by the foregoing negotiation procedure within 90 days of the initiation of such procedure, may then otherwise be dealt with according to the provisions of this Agreement. This dispute resolution procedure will not affect the obligation of either party to perform, subject to Global Relay’s right to suspend Services in accordance with Section 13.2 or the right of either party to enforce this Agreement.

14.10. Currency. All amounts, Prices and Fees are in United States Dollars (USD), unless otherwise indicated in the applicable Order Form.

14.11. Non-Solicitation. During the Term of this Agreement and for a period of six months after the end of the last Term, Customer will not, directly or indirectly, (a) employ or hire any person who is at the time in question, or who was at any time during the immediately preceding six months, employed by Global Relay or (b) cause, invite, solicit, entice or induce any person who is at the time in question, or who was at any time during the immediately preceding six months, employed by Global Relay, to terminate such person’s employment with Global Relay, unless expressly consented to in writing by Global Relay in each case.

14.12. Electronic Signatures and Contracts. Customer's use of the Services includes the ability to enable Customer's Administrative User(s) to: (a) electronically enter into agreements via Global Relay's website, digital signature or email, (b) make Change Orders to the Services, and (c) make payments electronically. Customer acknowledges such electronic submissions by Customer’s Administrative User(s) constitutes Customer's agreement and intent to be bound by the same and to pay for such Services, Change Orders, agreements and purchases.

14.13. Accepted Terms. Order Forms, AoA forms, and other Global Relay forms, incorporating by reference these Master Terms of Service, may be executed by original, digital signature, email transmission of a .pdf or image file format document, or otherwise, in one or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same document.

- End of Master Terms of Service -

Additional Information

Any questions relating to the Master Terms of Service or other information may be directed to legal@globalrelay.net.

IMPORTANT:  PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.  BY ACCESSING THIS WEBSITE YOU ARE INDICATING YOUR ACCEPTANCE OF THE FOLLOWING TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, DO NOT USE THIS WEBSITE.

The Terms of Use are not exhaustive and Global Relay reserves the right to modify the Terms of Use at any time, effective upon posting of the modified Terms of Use to http://www.globalrelay.com/policies/terms-of-use. Changes to the Terms of Use are deemed to be communicated upon their posting on this website.

Ownership & Copyright

This website is owned and operated by Global Relay Communications Inc. ("Global Relay"). Global Relay carries out business in Canada, the United States and internationally under the Global Relay name.

Unless otherwise stated, the material published within the Global Relay website is owned by, or licensed to, Global Relay and is protected by copyright, trademark and other intellectual property laws of Canada, the United States, and international treaties. This includes text, graphics, logos, icons, demos, PDFs, images, style, design, code and software. Any reproduction, modification, distribution, transmission, republication, display, or performance, in whole or in part, is prohibited without the express written permission of Global Relay. Inclusion of Global Relay materials in newsletters, magazines, books, and on other sites is subject to permission from Global Relay.

The use of some Global Relay material made available on the website may be subject to additional terms and conditions contained in any agreement accompanying or relating to such material. These terms and conditions will be made available prior to the use of such material. The "Global Relay Communications Inc." trademark, any of the Global Relay product marks, and the “globalrelay.com” and the “globalrelay.net” domain names, and any other domain names operated and/or controlled by Global Relay ("Global Relay Marks") are the property of Global Relay. You agree not to reproduce, copy, display, up-load, post or use in any way the Global Relay Marks, without the prior written permission of Global Relay.

Use of the Website

Global Relay grants you a limited non-exclusive right to view and download material from this website; provided that you only use the materials for personal, non-commercial use relating to Global Relay; and provided that you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials, without change, modification, or deletion in any way. You may not modify or copy any materials on this website, in whole or in part, or in any way reproduce or publicly display, perform, re-publish, upload, or distribute or otherwise use them for any public or commercial purpose. Any such use is strictly prohibited and will constitute an infringement of the copyright and other intellectual property rights of Global Relay, without the express written permission of Global Relay. Any use of these materials on any other website for any purpose is also prohibited. If you breach any of the Terms of Use, your authorization to use this website automatically terminates and you must immediately destroy any copied, downloaded or printed materials.

Disclaimer of Liability

Global Relay may make changes to the materials and Services within this website, or to the prices described in them, at any time without notice. While every effort will be made to ensure that the information contained within the Global Relay website is accurate and up to date, the materials and Services at this website may fall out of date. Specifically, Global Relay makes no warranty, representation or undertaking whether expressed or implied, nor does it assume any legal liability, whether direct or indirect, or responsibility for the accuracy, completeness, or usefulness of any information. This website is provided on an “as is” basis without representations or warranties of any kind, either express or implied, whatsoever, including without limitation, warranties of merchantability or fitness for a particular purpose, or non-infringement of intellectual property. Global Relay accepts no liability whether direct or indirect, incidental, consequential, special or punitive for any loss or damage a Person suffers because that Person had directly or indirectly used the website and relied on any information stored on the website.

Global Relay’s obligations with respect to its Services are governed solely by the agreements under which they are provided and nothing on this website should be construed to alter such agreements.

Disclaimer of Third Party Websites

Global Relay’s website contains hypertext links to third party sites as a convenience to users. Global Relay is not responsible for the contents of any information provided by outside sites through these links. Global Relay makes no warranty, representation or undertaking whether expressed or implied nor does it assume any legal responsibility for the accuracy, completeness of usefulness of the information in the hypertext links. Global Relay accepts no liability whether direct or indirect for any loss or damage a person suffers because that person had directly or indirectly relied on any information stored in the hypertext links. If you decide to access any of the third party sites linked to this website, you do so entirely at your own risk.

Jurisdiction

This website is controlled by Global Relay from its offices in the Province of British Columbia, Canada. By accessing this website, you agree that all matters relating to your access of this website will be governed by the laws of British Columbia, without regard to the conflicts of laws principles. You also agree to submit to the exclusive jurisdiction of the courts of British Columbia.

Global Relay makes no representation that the materials and Services on this website are appropriate or comply with the laws of jurisdictions outside of Canada. If you access this website outside of Canada, you are responsible for ensuring that you comply with local laws.

Questions or Comments

If there are any questions or concerns about these Terms of Use, or if you would like to request permission to use any material on this website, please contact us at legal@globalrelay.net.

This document was last revised January 2013