SERVICE SPECIFIC TERMS FOR AI STUDIO SERVICES

Global Relay AI Studio is a proprietary data analytics application of Global Relay (“AI Studio”), available to Customer to be used with Archived Data in order to build AI Models (as defined below);

AI Studio can be used under the AI Studio Self-Serve model, whereby the Customer is able to directly access and use AI Studio to build models using their Archived Data, or under the AI Studio Professional Services model, whereby Global Relay builds models utilizing AI Studio and Archived Data extracts selected by Customer;

Global Relay makes AI Studio Services available on the terms set forth in the Agreement, including the applicable Order Form, the terms and conditions set forth herein (the “Specification”), and the Customer’s MTOS;

1. GENERAL SCOPE OF SERVICES

1.1          Services. Customer wishes to purchase either Global Relay AI Studio – Self-Serve Services (“AI Studio Self-Serve”) or Global Relay AI Studio – Professional Services (“AI Studio Professional Services”), or both (as set forth in the applicable Order Form) (collectively, the “AI Studio Services”), wherein, in the case of AI Studio Self-Serve, Customer (or, at Customer’s election, a third party disclosed to and accepted by Global Relay) will be permitted to use AI Studio to build, train, and evaluate artificial intelligence (“AI”) derived models (“Model(s)”) using Archived Data selected by Customer from its Global Relay A10 Archive (the “Approved Customer Data”), and in the case of AI Studio Professional Services, Global Relay will build, and train the Model(s) using AI Studio and Approved Customer Data.

1.2          Reservation of Rights in AI Studio and AI Studio Services. No rights or ownership in AI Studio or the AI Studio Services, express or implied, or any Intellectual Property Rights thereto are conveyed to Customer, other than the limited license stipulated herein. Global Relay is the exclusive owner and retains all right, title, and interest in and to AI Studio and the AI Studio Services and any related Intellectual Property Rights, including all goodwill and any derivative works thereof, and to anything developed or delivered in connection with the applicable Order Form, including but not limited to any Model(s), artifacts, AI, n-grams, data derivatives, meta data, data extracts or other information or tools derived from Approved Customer Data as part of the AI Studio Services, and any related documentation. Global Relay’s rights, title and interest in these items shall survive the termination of the applicable Order Form. For the avoidance of doubt, the AI Studio Services to be performed and any resultant work product to be developed under the applicable Order Form does not constitute a work for hire. Despite the foregoing, Global Relay will not use Approved Customer Data, other Customer Archived Data, or any custom Models or other derivative works derived therefrom, other than in providing AI Studio Services or other Services to Customer, without consent of Customer.

1.3          License Grant and Consent to Use of Approved Customer Data.

1.3.1      With respect to the Model(s) developed in connection with the applicable Order Form, and subject to payment of the Fees in the applicable Order Form, Global Relay hereby grants to Customer, in accordance with the applicable Order Form and the Agreement:

1.3.1.1   Once enabled and for the duration of the Term, a limited, revocable, exclusive, non-sublicensable, non-transferable, paid license to run the Model(s) on incoming messages to Customer’s Global Relay A10 Archive.

1.3.1.2   Once enabled and for the duration of the Term, a limited, irrevocable, exclusive, non-sublicensable, non-transferable license to use, view, and search the meta data generated from the enablement of the Model(s) (the “AI Meta Data”) within Customer’s Global Relay A10 Archive.

1.3.1.3   For clarity, No AI Meta Data or Model(s) may be shared or used by Customer outside of Customer’s Global Relay A10 Archive and AI Studio.

1.3.2      Consent to Use of Approved Customer Data and Derivative Works. Where Customer has purchased AI Studio Professional Services, Customer consents to Global Relay viewing and utilizing the most frequent uni-grams, bi-grams, and tri-grams (“N-grams”) in the Approved Customer Data, and other Customer Confidential Information made available to Global Relay by Customer relating to the provision of AI Studio Services, for the purpose of providing AI Studio Professional Services, including but not necessarily limited to building, training, testing, and re-training the Model(s).

1.3.3      Customer Content. For the purposes of the applicable Order Form, all Approved Customer Data remains Archived Data, subject to the restrictions on use in the MTOS, and subject to the rights of access and use agreed to and permitted herein. Global Relay acknowledges that all Approved Customer Data is proprietary to and exclusively owned by Customer.

2. RESPONSIBILITIES OF EACH PARTY:

2.1          Global Relay Responsibilities. Global Relay will perform the following work:

a) Training: Global Relay will provide Customers purchasing AI Studio Self-Serve with up to six (6) hours of training support to assist with basic setup and use of the AI Studio Self-Serve Services, via conference call or webinar. Additional training and support may be available as Professional Services.

b) Access to AI Studio: If Customer purchases AI Studio Self-Serve, Global Relay will provide Customer with access to AI Studio and Global Relay Archive features required to make Approved Customer Data accessible for use with AI Studio, for the duration of the Term and for the sole purpose of building, training, evaluating and, where permitted, enabling Model(s) utilizing Approved Customer Data.

c) Model(s): If Customer purchases AI Studio Professional Services, Global Relay will:

i. use commercially reasonable efforts to use Approved Customer Data to build, and train Model(s) for purposes stipulated and agreed to in the applicable Order Form, or otherwise in writing;

ii. provide updates and feedback to Customer during the Term with respect to the status and progress of building, training, re-training, and testing of Model(s); and

iii.            in the event that Customer provides sufficient additional Approved Customer Data to allow for retraining of Model(s) pursuant to s. 2.2(a)(iii), and beginning in the month subsequent to the month in which the Verification Period set out in Section 3 has concluded, and thereafter up to once per calendar month for the remainder of the Term, retrain Model(s).

d) Enablement of Model(s): Upon approved instruction from Customer, Global Relay will enable the Model(s) in Customer’s Global Relay A10 Archive. Alternatively, Global Relay may, in its discretion, require or permit Customers using AI Studio Self-Serve to enable their own Model(s) in Customer’s Global Relay A10 Archive.

2.2          Customer Responsibilities. Customer will perform the following work:

a) Approved Customer Data:

i. Identify and compile a sufficient amount of Approved Customer Data so that Model(s) can be built, trained, and tested using AI Studio (for AI Studio Professional Services, such amount to be determined by Global Relay in its sole discretion, but, in any case, the amount of Approved Customer Data shall be no more than 50GB);

ii. Ensure Approved Customer Data: (a) is of sufficiently high-quality to permit AI Studio to build Model(s) meeting Customer’s criteria for accuracy, precision, recall, and bias, or other criteria agreed to by Global Relay and that can be measured by AI Studio; (b) does not violate any Applicable Law, the terms of the applicable Order Form, or the MTOS, in terms of its content or use in association with AI Studio Services; and (c) does not infringe, violate, or misappropriate any rights of any third party; and

iii. If necessary, identify and compile a sufficient amount of additional Approved Customer Data to facilitate retraining of Model(s).

b) Model(s): If Customer purchases AI Studio Self-Serve, Customer (or, at Customer’s election, a third party disclosed to and accepted by Global Relay), shall be solely responsible for completing all work required to build the Model(s) using AI Studio.

c) Assistance:

i. Provide, in a timely manner, appropriate access, assistance, instructions, and support resources, to the extent reasonably requested by Global Relay, and as reasonably required to permit Global Relay to provide the AI Studio Services under the applicable Order Form, including but not limited to by fulfilling the Customer Responsibilities stipulated herein, and, if applicable, providing additional technical and background information, documentation, data sources/formats, and other information reasonably requested by Global Relay;

ii. Respond promptly to all reasonable requests for information from Global Relay;

iii. Respond promptly to all reasonable directions provided by Global Relay as necessary to complete the work; and

d) Configure AI Studio Services, roles and entitlements in Service Manager per Global Relay’s instructions, or if configuration services are provided by Global Relay under the applicable Order Form, provide information and instructions required by Global Relay to configure AI Studio Services.

2.3          Joint Work. The parties will work together in good faith to:

a) ensure that no identifiable individual person or persons becomes the target or subject of machine learning (or any Service hereunder).

b) where Customer has purchased AI Studio Professional Services, before work commences, and in a timely manner after the Effective Date of the applicable Order Form, complete a mutually agreed upon AI Studio Professional Services project plan in a form reasonably acceptable to both parties (email summary to suffice). The AI Studio Professional Services project plan will include, where applicable, and where not stipulated in the applicable Order Form, the estimated number of Model(s) to be built, the nature and purpose of Model(s), and the estimated timeline to build the Model(s).

2.4          Not in Scope:

Anything not explicitly set out in this Section 2, or in the AI Studio Professional Services project plan prepared under this Section 2, is not within scope of work for the applicable Order Form, and must be separately scoped and contracted for under additional Order Forms, if required by Customer.

3. ACCEPTANCE PERIOD AND VERIFICATION – AI STUDIO PROFESSIONAL SERVICES. The parties acknowledge that the success and efficacy of the Model(s) will depend on the quality of the Approved Customer Data. Where Customer purchases AI Studio Professional Services, and Global Relay is engaged to create a Model on behalf of Customer, Global Relay will notify Customer (which may be by email) when a Model has been completed. Such Model shall be accepted by Customer upon receipt of such notice from Global Relay. Within 30 days of receipt of the notification, Customer must review and verify the Model (the “Verification Period”). Customer will contact Global Relay promptly if there are any material issues with the Model, identifying any material issues. Global Relay will make commercially reasonable efforts to work with Customer to resolve any identified material issues. Customer acknowledges that such work will be billed as Professional Services and may result in additional Fees. If there are no issues reported to Global Relay within the Verification Period, the Model will be deemed successfully built. Global Relay will not be responsible for troubleshooting any Model after the Verification Period, other than the retraining deliverables set out in section 2.1(c)(iii). Approved Model(s) will only be enabled with Customer instructions to do so.

4. WARRANTIES AND DISCLAIMERS.

4.1          Global Relay represents and warrants that it uses Artificial Intelligence, Machine Learning, and Advanced Analytics (“AI/ML/AA”), including offering AI Studio and AI Studio Services, to enhance the function of its Archive platform.  AI/ML/AA is used by Global Relay, including Models created with AI Studio, as an analytics tool and not to make any automated decisions in regard to the rights of an identifiable natural person (a “Data Subject”). Customer is responsible for ensuring its use of the AI Studio Services complies with Applicable Law, including but not limited to Customer’s use of any Model(s), use of Approved Customer Data for AI Studio Services, and use of AI Meta Data that employs personal information.

4.2          Global Relay makes no warranty as to the effectiveness, accuracy, functionality, correctness, impartiality, or content of the AI Studio Services, the Model(s), or the AI Meta Data. Outputs created using AI Studio Services are for informational purposes only. Global Relay cannot and does not guarantee that any of the AI Studio Services under the applicable Order Form will result in the successful creation of Model(s) and/or other AI tools. Global Relay and its suppliers make no warranties, whether express, implied, statutory or otherwise with respect to AI Studio Services, except to the extent expressly required by law. Without limiting the generality of the foregoing, Customer expressly understands and agrees that Customer’s use of the AI Studio Services and Model(s), including any AI Meta Data derived therefrom, is at Customer’s sole risk. The AI Studio Services are provided by Global Relay, and accepted by Customer, on an “as is” and “as available” basis. Results and outcomes generated by AI/ML/AA are probabilistic and Customer should assess such results and outcomes for accuracy as appropriate for Customer’s use case, including by employing human review. Customer is solely responsible for all decisions made, advice given, and actions taken or failed to be taken based on Customer’s use of the AI Studio Services, the Model(s), or the AI Meta Data. Customer acknowledges that the foregoing disclaimers equally apply to AI Studio Models and any pre-trained, out-of-the-box Global Relay Model(s) that Customer enables in its Global Relay Archive.

4.3          Except where expressly stated, and despite anything to the contrary in the Agreement, the AI Studio Services under the applicable Order Form are not supported or subject to any Service Level Agreements that have been (or may be) agreed between the parties.

5. RELEASE. Customer hereby releases Global Relay from and agrees to defend, indemnify, and hold harmless Global Relay, its affiliates, directors, employees, and agents from and against any claims, actions, suits, demands, proceedings (collectively, “Claims”), and damages, liabilities, obligations, costs, or expenses, including without limitation, reasonable legal fees (collectively “Damages”), in any way directly or indirectly, arising out of or resulting from Customer’s use of AI Studio Services and Models, except to the extent such Claims result from the gross negligence or willful misconduct of Global Relay.

6. NO LIABILITY. Notwithstanding anything in the Agreement, and except as otherwise required by applicable law, Global Relay shall to the maximum extent permitted by law not be liable to Customer, or any other party (a “Person”) for any Claims for any special, direct, indirect, incidental, consequential, or punitive damages (including loss of use, loss of production, loss of profits, loss of markets, economic loss, loss of goodwill, exemplary loss, anticipated or otherwise), that may be suffered or incurred by any Person, in any way directly or indirectly connected with, arising out of or resulting from any matter under or relating to the applicable Order Form. Global Relay shall have no obligation or liability to Customer if a governmental or regulatory action restricts access to or use of the AI Studio Services.

7. TERM. The Term, and renewal terms, are set out in the applicable Order Form. Any outstanding invoices at the expiry of the Term will continue to be owed by Customer, regardless of status of Model(s). Sections 4 (Warranties and Disclaimers), 5 (Release), and 6 (No Liability) will survive the expiry of the applicable Order Form or Agreement.

8. FEES. a) AI Studio Services: Global Relay will provide the AI Studio Services for the Fees stipulated in the applicable Order Form, which is quoted in USD. Customer is not entitled to any return of payment or forgiveness of payment in any event, including in the event that no Model(s) are successfully created. All Monthly Fees are invoiced and payable on Customer’s ordinary billing schedule for other Services, commencing on the Effective Date of the applicable Order Form. All Professional Services hours are invoiced and payable on the Effective Date of the applicable Order Form. The minimum billable commitment of Customer for the Enablement of Model(s) service is the total number of Users across Customer’s Global Relay Archive(s), without reduction for any User duplication and subject to Global Relay’s True-up rights. Customer is required to purchase (and, for the duration of the Term set out in the applicable Order Form, maintain) an AI Studio – Initial Licence; for Customers purchasing AI Studio-Self Serve, the AI Studio – Initial Licence will include access to AI Studio for one User for the purposes set out above at s. 2.1(b). b) AI Studio Professional Services: In addition to the terms at s. 8(a), the following applies if Customer purchases AI Studio Professional Services. All AI Studio Professional Services are subject to the Professional Services hourly fee, including but not necessarily limited to all work to develop, build, train, evaluate, test, implement, modify, or fix Model(s). Customer agrees and acknowledges that the number of Professional Services hours set out in the Fee Schedule is based on a best estimate and/or in accordance with the Customer budget, and may be subject to change depending on a number of unknown variables. Global Relay does not guarantee the accuracy of any estimate or that the AI Studio Professional Services can or will be completed within the hours purchased in the applicable Order Form. Customer hereby authorizes Global Relay to perform additional AI Studio Professional Services hours as required to perform the services set out at section 2.1, which will be billed to and payable by Customer.

9. AGREEMENT. All AI Studio Services are subject to the terms of the Agreement. Where applicable, AI Studio Services, or related Services, are also subject to Service Specific Terms, available here: https://www.globalrelay.com/policies/service-specific-terms/. All capitalized terms not otherwise defined in this Specification have the meaning ascribed to such terms in the MTOS, or if not defined in the MTOS, in the Standard Definitions located at: https://www.globalrelay.com/policies/standard-definitions/. To the extent of any conflict or inconsistency between the terms of this Specification and any other provision of the Agreement, unless it is expressly stated that the other provision of the Agreement is to have priority, the terms of this Specification will prevail with respect to the AI Studio Services.

SST41809158

GLOBAL RELAY ARCHIVE – SPECIFICATION FOR OC API DELIVERY (Appendix A) (CUSTOMER) – SST42189940

OC API Delivery of a Data Type for Customers who are not Source Data Integrators shall be governed by the following Specification. Continued use of the OC API Delivery Services constitutes acceptance of this Specification.

General

1.1 Purpose. Customer wishes to add a data type (a “Source Data”) for ingestion to Customer’s Global Relay Archive via Global Relay’s Open Connector API (“OC API”). Customer agrees to be responsible for setting up and delivering this Source Data to Global Relay Archive via the OC API delivery process (“OC API Delivery”). This specification (the “Specification”), which Global Relay may update from time to time, sets out the minimum requirements in order for Customer to setup the OC API Delivery and for Global Relay to receive and ingest the Source Data. In addition to the governing Master Terms of Service, the following additional terms and conditions herein govern Customer’s use of OC API Delivery in connection with the Global Relay Archive Services. To the extent of any conflict or inconsistency between any term of this Specification and any other term in the Agreement, unless expressly stated otherwise, the terms of this Specification will prevail.

1.2 Criteria. In order for the OC API Delivery to be activated, Customer must comply with the following (collectively, the “Criteria”):

• Customer will follow this Specification.
• Customer is responsible for the setup and delivery of Source Data to Global Relay, and will provide this delivery via the party developing and maintaining the integration between the applicable Data Type and Global Relay’s archiving functionality via the OC API (the “Source Data Integrator”, who may or may not be the Source Data vendor).
• Source Data is to be delivered (pushed) to Global Relay via authenticated OC REST API over TLS.
• Customer has an existing Global Relay Archive available to ingest data sent via OC API Delivery.
• In addition to section 4.5 of the Master Terms of Service, Customer must ensure that Source Data is from a legitimate source authenticated and determined to be safe and secure by Customer, acting reasonably and on appropriate due diligence; and that Source Data will contain no viruses, malware or other malicious code, or any unlawful material, and the OC API Delivery may only be utilized for an acceptable use related to Customer’s subscribed Services.

Responsibilities of each party

2.1 Customer’s Responsibilities:

Configuration: Complying with the Criteria in Section 1.2, Customer will setup, authenticate, and test the OC API Delivery in Customer’s Environment, including:

1. Configuration Guide. Customer shall comply with the Global Relay Open Connector API – Configuration Guide, as may be updated by Global Relay from time to time and in accordance with Section 2.6 of the Master Terms of Services.

• Request Credentials: In order for Global Relay to validate the API requests and generate the EML for verifying and archiving Customer’s Source Data, Customer must request authentication/authorization credentials in the form of a Client ID & Client Secret (“Credentials”). The safety, security and management of the Credentials are the responsibility of Customer. If the Credentials are compromised, Customer is responsible for notifying Global Relay immediately. Global Relay will take steps to disable the compromised Credentials. Global Relay is not liable for any loss or damage of any kind that is caused or contributed to by Customer’s failure to keep their Credentials safe and secure or Customer’s delay in notifying Global Relay of any compromise or potential compromise of a Credential.

• Authenticate OC API Delivery: Customer is responsible for authenticating the OC API Delivery with the Source Data Integrator by providing Source Data Integrator with the Credentials and ensuring Source Data Integrator uses Credentials to obtain an access token from Global Relay.

• Testing and Data Flow Verification. Customer is responsible for testing the OC API Delivery, Source Data, Accounts, and Users in Customer’s Environment. Customer has responsibility for, and control over, the timely and accurate completion of such testing. Customer must verify with Global Relay provisioning team the secure and proper end-to-end connection and message flow, including the sending, receipt, and archiving of the Source Data in Global Relay Archive.

• Customer Reconciliation. Once requested by Global Relay, and within 30 days (or as otherwise mutually agreed in writing by the parties) of any such request, Customer will share or provide any necessary permissions or configurations and/or complete any necessary actions or integrations, as determined in Global Relay’s sole discretion acting reasonably, in order to allow Global Relay to verify OC API Delivery User counts or for any other purpose that Global Relay deems necessary to provide the Services. Customer acknowledges and agrees that if it fails to comply with such a request, Global Relay reserves the right to suspend, throttle, or terminate access, Users, Accounts, or the Services, in whole or in part.

2.2 Global Relay’s Responsibilities:

Provisioning. Global Relay will setup, activate, and perform a basic verification of the OC API Delivery of the Source Data on Global Relay’s Systems solely as follows:

1. Data Feed Provision. Subject to the applicable Order Form, Global Relay will provision Customer’s Source Data feed. Upon completion of provisioning, Global Relay will share Credentials with Customer

SCOPE DEFINITION

3.1 OC API Delivery – Standard: means the delivery by Customer to Global Relay of the Source Data by OC API Delivery process.  The following exclusions apply and do not form part of the service:

• No customized converter or delivery mechanism provided by Global Relay.
• No Professional Services or development assistance by Global Relay for OC API Delivery beyond providing the Configuration Guide, and the Provisioning specified under Section 2.2, unless otherwise agreed in writing by the parties.

• No Quality Assurance (QA) testing by Global Relay.
• No Project Manager (PM).
• No POC or test Environment provided by Global Relay.
• No guarantee of Source Data icon image in Customer’s Archive and Source Data may only be identified in Customer’s Archive by the GR X-header specified for this Source Data.
• OC API Delivery is not subject to Global Relay’s Service Level Agreement.
• No guarantee of reconciliation or reporting for Source Data.

3.2 OC API Delivery – Advanced (Optional): means the delivery by Customer to Global Relay of the Source Data by OC API Delivery as described in Section 3.1 plus additional optional work or tasks Customer requests and Global Relay agrees to provide and which are specified in an Order Form or Statement of Work, all at an additional cost, including:

• Professional Services. Professional Services provided by Global Relay, including any Project Management, development assistance, consultation or resources for OC API Delivery beyond providing the Configuration Guide and the Provisioning under Section 2.2, to support collection, delivery or archiving of the Source Data. A Fee of $300/hour (or Global Relay’s then-current rate) for Professional Services will apply.
• Quality Assurance (QA) Testing. Professional Services provided by Global Relay to perform a comprehensive set of tests to ensure accuracy of the OC API Delivery to Global Relay Archive. A Fee of $300/hour (or Global Relay’s then-current rate) for Professional Services will apply.
• POC. A proof of concept (POC)or test Environment may be provided temporarily, for a Fee, to test the delivery of the Source Data outside of Customer’s production Archive.

Rates specified in this standard are subject to change. To the extent additional work or tasks are requested by Customer are provided by Global Relay, absent an agreement in writing to the contrary, Global Relay’s standard rates for the work or tasks in effect at the time it is undertaken shall apply.

DISCLAIMER

Customer acknowledges that the Source Data Integrator (and, if applicable, the Source Data vendor) is a Third-Party Platform, that Source Data is derived from a Third-Party Platform, and that Source Data is not a data type that Global Relay handles natively. Accordingly, its compatibility and actual performance with OC API Delivery and Global Relay Archive, its commercial availability, and its quality are unknown to, and are not guaranteed by, Global Relay. Global Relay does not control and is not responsible for the Source Data, nor its OC API Delivery to Global Relay Archive; Global Relay’s responsibility is limited to archiving Source Data received from the Source Data Integrator through OC API Delivery in accordance with and subject to the Master Terms of Service, and subject to any restrictions on its ability to do so as a result of the nature, kind, or content of Source Data.

Source Data Integrator (and, if applicable, the Source Data vendor) may change the Source Data’s formats, APIs, delivery methods, or posting times without notice to Customer or Global Relay, or the Source Data may have inaccuracies in format schemas or time-date stamps, or have corruptions or other changes which may affect the security, availability, performance or interoperability of the Services or the OC API Delivery of the Source Data. Global Relay does not and cannot warrant the security, availability, performance of or interoperability with this Source Data, nor the quality and accuracy of the data being delivered via OC API Delivery to Global Relay Archive, and Global Relay expressly disclaims any and all liability related to, connected with, or arising from the OC API Delivery, the Source Data, the Source Data Integrator (and, if applicable, the Source Data vendor), including any outages, delivery delays, corruption of data, processing failures, data reconciliation (or lack thereof), failure to format data in accordance with Source Data Integrator’s and/or Source Data vendor’s data schema, changed or discontinued or failed services, or termination of service by the Source Data Integrator and/or Source Data vendor. Global Relay reserves the right to discontinue support for this OC API Delivery and its Source Data if, in Global Relay’s reasonable discretion, it determines there is abuse or misuse of this component of the Services or if the Source Data is deemed to otherwise be unacceptable.

SPECIFICATION FOR OC API DELIVERY (INTEGRATOR) – SST42118944

The following Specification shall apply to any party developing and maintaining an integration between a Data Type and Global Relay’s archiving functionality via the Open Connector API. Continued access and/or use of the Open Connector API constitutes acceptance of this Specification.

General

1.1 Purpose. Customer is seeking to develop, either in-house or via a third-party disclosed to and accepted by Global Relay, an integration (the “Integration”) between a data type (“Source Data”) and Global Relay’s archiving functionality via the OC API in order to enable the transfer of Source Data belonging to Customer and/or business customers of both Customer and Global Relay (each, a “Shared Customer”) from Customer to Global Relay for ingestion in Customer’s and/or each Shared Customer’s respective Global Relay Archive. Customer agrees to be responsible for setting up and delivering Source Data from Customer to the respective Global Relay Archives via the OC API delivery process (“OC API Delivery”). This specification (the “Specification”), which Global Relay may update from time to time, sets out the minimum requirements in order for Customer to setup the OC API Delivery so that Global Relay can receive and ingest the Source Data on behalf of Customer and/or Shared Customers. In addition to the governing Master Terms of Service, the following additional terms and conditions herein govern Customer’s use of OC API Delivery in connection with the Global Relay Archive Services. To the extent of any conflict or inconsistency between any term of this Specification and any other term in the Agreement, unless expressly stated otherwise, the terms of this Specification will prevail.

1.2 Criteria. In order for the OC API Delivery to be activated, Customer must comply with the following (collectively, the “Criteria”):

• Customer will follow this Specification.
• Source Data is to be delivered (pushed) to Global Relay via authenticated OC REST API over TLS.
• Customer will maintain a Global Relay POC/UAT Sandbox Archive as provisioned by Global Relay available to ingest data sent via OC API Delivery. Customer will use its Global Relay POC/UAT Sandbox Archive for the sole purpose of developing, testing, initiating, and maintaining the OC API Delivery.
• In addition to section 4.5 of the Master Terms of Service, Customer must ensure that Source Data is from a legitimate source authenticated and determined to be safe and secure by Customer, acting reasonably and on appropriate due diligence; and that Source Data will contain no viruses, malware or other malicious code, or any unlawful material, and the OC API Delivery may only be utilized for an acceptable use related to Customer’s subscribed Services.
• Where Customer is delivering Source Data belonging to Customer: Customer is responsible for the setup and delivery of Source Data to Global Relay, and will provide this delivery either directly or via another third party disclosed to and accepted by Global Relay; Customer has an existing Global Relay Archive available to ingest Customer’s Source Data sent via OC API Delivery.
• Where Customer is delivering Source Data belonging to, and on behalf of, Shared Customers: Customer is responsible for the setup and delivery of Source Data to Global Relay, and will provide this delivery either directly or via another third party disclosed to and accepted by Global Relay, and on behalf of each and every Shared Customer who authenticates the Integration; Customer will not send any data, including Confidential Information, belonging to any Shared Customer to its Global Relay POC/UAT Sandbox Archive, nor will Customer send any data belonging to a Shared Customer to any Global Relay Archive other than to that Shared Customer’s Global Relay Archive; and Customer will maintain the Integration for so long as any Shared Customers require it.

Responsibilities of each party

2.1 Customer’s Responsibilities:

Configuration: Complying with the Criteria in Section 1.2, Customer will setup, configure, and test the OC API Delivery in Customer’s POC/UAT Sandbox Archive, including:

1. Develop Integration. Within 60 days from the Effective Date of the applicable Order Form, Customer shall develop, either in-house or via a third-party disclosed to and accepted by Global Relay, the Integration. Customer acknowledges and agrees that in circumstances where a third-party develops the Integration, Customer remains responsible for compliance with this Specification as if Customer has built the Integration itself.

• Configuration Guide.  Customer shall comply with the Global Relay Open Connector API – Configuration Guide, as may be updated by Global Relay from time to time and in accordance with Section 2.6 of the Master Terms of Services.

• Complete Onboarding Questionnaire. In order to identify and index Source Data via OC API Delivery, Customer must ensure theOC API Delivery Onboarding Questionnaire (“Onboarding Questionnaire”) is completed in its entirety with sufficient detail to allow for Global Relay to measure the request count, storage capacity, user count and peak loads to support, including details, if any, on anticipated use by Shared Customer(s). Based upon the information provided, additional GR computing resources may be required.

• Credentials and Access Token. In order for Global Relay to validate the API requests and generate the EML for verifying and archiving the Source Data, Customer must request authentication/authorization credentials in the form of a Client ID & Client Secret (“Credentials”). Customer MUST use the Credentials to obtain an access token from Global Relay (“Access Token”). Unless otherwise provided by Global Relay, only one Access Token can be used per Source Data feed and Source Data type / subtype. The safety, security and management of the Credentials and the Access Token is the responsibility of the Customer. If the Credentials or Access Token is compromised, Customer is responsible for notifying Global Relay immediately. Global Relay will take steps to disable the compromised Credentials or Access Token. Global Relay is not liable for any loss or damage of any kind that is caused or contributed to by Customer’s failure to keep their Credentials or their Access Token safe and secure or Customer’s delay in notifying Global Relay of any compromise or potential compromise of a Credential or an Access Token.

• Deliver via Open Connector API. Customer must deliver Source Data to Global Relay.Customer must ensure the Source Data sent via REST API from the authenticated/authorized application is structured and established in line with the endpoint entitlement. Details of the structured content will be defined per Global Relay API technical and schema documentation. Customer is responsible for ensuring Source Data is delivered free of viruses, malware or other malicious code, and unlawful material.

• Testing and Data Flow Verification. Customer is responsible for testing the OC API Delivery, Source Data, Accounts, and Users in Customer’s POC/UAT Sandbox Archive. Customer has responsibility for, and control over, the timely and accurate completion of such testing. Customer must verify with Global Relay provisioning team the secure and proper end-to-end connection and message flow, including the sending, receipt, and archiving of the Source Data in Customer’s Global Relay POC/UAT Sandbox Archive.

• Customer Reconciliation. Once requested by Global Relay, and within 30 days (or as otherwise mutually agreed in writing by the parties) of any such request, Customer will share or provide any necessary permissions or configurations and/or complete any necessary actions or integrations, as determined in Global Relay’s sole discretion acting reasonably, in order to allow Global Relay to verify OC API Delivery User counts or for any other purpose that Global Relay deems necessary to provide the Services. Customer acknowledges and agrees that if it fails to comply with such a request, Global Relay reserves the right to suspend, throttle, or terminate access, Users, Accounts, or the Services, in whole or in part.

Delivery (Shared Customers). If Customer is delivering Source Data on behalf of Shared Customers, in addition to setting-up, configuring, and testing the OC API Delivery in Customer’s POC/UAT Sandbox Archive in accordance with (a)-(g) above, Customer must also:

• Credentials and Access Token. Obtain Credentials from each individual Shared Customer, and use each Shared Customer’s Credentials to obtain a unique Access Token.

1. Deliver via Open Connector API. Customer must deliver Source Data on behalf of Shared Customer(s) to Global Relay. Customer must ensure the Source Data sent via REST API from the authenticated/authorized application is structured and established in line with the endpoint entitlement. Details of the structured content will be defined per Global Relay API technical and schema documentation. Customer is responsible for ensuring Source Data is delivered free of viruses, malware or other malicious code, and unlawful material.

• Shared Customer Reconciliation. Once requested by Global Relay, and within 30 days (or as otherwise mutually agreed in writing by the parties) of any such request, Customer will share or provide any necessary permissions or configurations and/or complete any necessary actions or integrations, as determined in Global Relay’s sole discretion acting reasonably, in order to allow Global Relay to verify OC API Delivery Shared Customer User counts, or for any other purpose that Global Relay deems necessary to provide the Services. Customer acknowledges and agrees that if it fails to comply with such a request, Global Relay reserves the right to suspend, throttle, or terminate access, Users, Accounts, or the Services, in whole or in part.

Delivery (Customer). If Customer is delivering Source Data on behalf of itself, in addition to setting-up, configuring, and testing the OC API Delivery in Customer’s POC/UAT Sandbox Archive in accordance with (a)-(g) above, Customer must also repeat steps (d)-(g) above for Customer’s production Global Relay Archive.

2.2 Global Relay’s Responsibilities:

Provisioning. Global Relay will setup, activate, and perform a basic verification of the OC API Delivery of the Source Data on Global Relay’s Systems solely as follows:

1. Data Feed Provision. Subject to the Onboarding Questionnaire, Global Relay will provision data feeds per Source Data type / subtype. Upon completion of provisioning and any applicable executed Order Forms with either Customer or Shared Customers, Global Relay will share Client ID and Client Secret (either with Customer or directly with Shared Customer), which in turn will enable Customer to obtain Access Token.

SCOPE DEFINITION

3.1 OC API Delivery – Standard: means the delivery by Customer to Global Relay of the Source Data by OC API Delivery process.  The following exclusions apply and do not form part of the service:

• No customized converter or delivery mechanism provided by Global Relay.
• No Professional Services or development assistance by Global Relay for OC API Delivery beyond providing the Configuration Guide, and the Provisioning specified under Section 2.2, unless otherwise agreed in writing by the parties.

• No Quality Assurance (QA) testing by Global Relay.
• No Project Manager (PM).
• No guarantee of Source Data icon image in Customer’s Global Relay Archive(s), and Source Data may only be identified in Customer’s Global Relay Archive(s) by the GR X-header specified for this Source Data.
• OC API Delivery is not subject to Global Relay’s Service Level Agreement.
• No guarantee of reconciliation or reporting for Source Data.
• Retention Term for the Global Relay POC/UAT Sandbox Archive is up to 3 years. Upon activation of OC API Delivery, Customer and Global Relay will mutually agree to a Rolling Deletion program. 

3.2 OC API Delivery – Advanced (Optional): means the delivery by Customer to Global Relay of the Source Data by OC API Delivery as described in Section 3.1 plus additional optional work or tasks Customer requests and Global Relay agrees to provide and which are specified in an Order Form or Statement of Work, all at an additional cost, including:

• Professional Services. Professional Services provided by Global Relay, including any Project Management, development assistance, consultation or resources for OC API Delivery beyond providing the Configuration Guide and the Provisioning under Section 2.2, to support collection, delivery or archiving of the Source Data. A Fee of $300/hour (or Global Relay’s then-current rate) for Professional Services will apply.
• Quality Assurance (QA) Testing. Professional Services provided by Global Relay to perform a comprehensive set of tests to ensure accuracy of the OC API Delivery to Global Relay Archive. A Fee of $300/hour (or Global Relay’s then-current rate) for Professional Services will apply.

Rates specified in this standard are subject to change. To the extent additional work or tasks are requested by Customer are provided by Global Relay, absent an agreement in writing to the contrary, Global Relay’s standard rates for the work or tasks in effect at the time it is undertaken shall apply.

DISCLAIMER & INDEMNITY

Customer acknowledges that the Source Data is not a data type that Global Relay handles natively. Accordingly, its compatibility and actual performance with OC API Delivery and Global Relay Archive, its commercial availability, and its quality are unknown to and are not guaranteed by Global Relay. Global Relay does not control and is not responsible for the Source Data, nor its OC API Delivery to Global Relay Archive; Global Relay’s responsibility is limited to archiving Customer and/or Shared Customer Source Data, received from Customer through OC API Delivery in accordance with and subject to the Master Terms of Service and this Specification, and subject to any restrictions on its ability to do so as a result of the nature, kind, or content of Source Data. Customer acknowledges that the success of Global Relay’s archiving is dependent upon Customer maintaining the Integration.

Should Customer change the Source Data’s formats, APIs, delivery methods, or posting times without notice, or should the Source Data have inaccuracies in format schemas or time-date stamps, or have corruptions or other changes, the security, availability, performance or interoperability of the Services or the OC API Delivery of the Source Data may be affected. Global Relay does not and cannot warrant the security, availability, performance of or interoperability with this Source Data, nor the quality and accuracy of the data being delivered via OC API to Global Relay Archive, and Global Relay expressly disclaims any and all liability related to, connected with, or arising from the OC API Delivery, the Source Data, including any outages, delivery delays, corruption of data, processing failures, data reconciliation (or lack thereof), failure to format data in accordance with Customer’s data schema, changed or discontinued or failed services, or termination of the Integration or service by the Customer. Global Relay reserves the right to discontinue support for this OC API Delivery and its Source Data if, in Global Relay’s reasonable discretion, it determines there is abuse or misuse of this component of the Services or if the Source Data is deemed to otherwise be unacceptable.

Notwithstanding anything else in the Agreement, Global Relay may, either currently or at any time in the future, commercially support the archiving of the Source Data. Should Global Relay commercially support the archiving of the Source Data, the parties may nonetheless choose to receive and ingest Source Data via OC API Delivery where the Source Data is otherwise commercially supported by Global Relay Archive and, if the parties do so, such ingestion shall, despite anything to the contrary herein, be subject to this Specification for OC API Delivery. 

In the event that Customer and/or the Integration sends any data belonging to a Shared Customer to any Global Relay Archive other than to that Shared Customer’s Global Relay Archive, in addition to the other releases and indemnities in the Agreement, 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 and for related Damages, to the extent connected with, arising out of, or related to Customer sending any data belonging to a Shared Customer to any Global Relay Archive other than to that Shared Customer’s Global Relay Archive. Notwithstanding any limitations of liability set forth in the Agreement, Customer’s liability under this Specification will not be limited.

CONSENT TO USE OF NAME AND LOGO

Customer acknowledges and agrees that Global Relay and its affiliated companies may use and display Customer’s name and logo in (i) Customer’s Global Relay Archives; (ii) the Global Relay Archive of any Shared Customers; and (iii) Global Relay’s and its affiliated companies’ marketing materials including but not limited to their website(s).

Global Relay acknowledges and agrees that Customer may use and display Global Relay’s name and logo in the Customer’s marketing materials to identify and promote the Integration to Shared Customers and prospective Shared Customers.  

Customer and Global Relay agree that:

1. each retains all rights in their respective names and logos (for convenience, “Logos”) and any and all goodwill associated with their respective Logos, even if derived or enhanced by the existence of the Integration or marketing of the Integration by the other;
2. they shall not acquire any right of any kind in the Logos or marketing materials of the other as a result of their non-exclusive rights of use, or actual use of the Logos of the other under this Specification;
3. they will not use the Logos of the other in any manner: (i) likely to diminish the Logos’ commercial value or the reputation of the other party, (ii) likely to cause confusion about ownership of the Logos or the nature of the Integration or relationship between Customer and Global Relay, (iii) that implies that Global Relay and Customer operate in partnership or are otherwise liable or responsible for the services or acts of the other, or have actual or ostensible authority to bind the other in contract or otherwise, or (iv)  that suggests they or anyone else has any right of ownership in the Logos of the other;
4. each may impose reasonable restrictions on use of their Logos on notice to the other party, to ensure use in accordance with the purposes and commitments in this Specification;
5. the rights to use the Logos of the other under this Specification may not be assigned without consent in writing of the other party;
6. they will provide one another with representative examples of their use of the Logos of the other upon request;
7. they shall not make use of the Logos of the other except as contemplated herein without consent in writing; and
8. the right to use the Logos of the other under this Specification shall cease on the earlier of termination of these rights of use by notice in writing, or termination of the Integration.

For clarity, the Global Relay Logos that may be used by Customer must be approved versions that will be provided by Global Relay upon request of Customer, or otherwise as displayed on the Global Relay website (www.globalrelay.com).

CONNECTOR FOR ChatGPT – SST42516865

Customer acknowledges and agrees that:

1. Connector for ChatGPT is unable to record deletions or edits to ChatGPT conversations that occur prior to the conversation being ingested and preserved in the Global Relay Archive;
2. If a conversation is deleted prior to being ingested and preserved in the Global Relay Archive, the conversation may not be captured Connector for ChatGPT; and,
3. Connector for ChatGPT may not identify or record the version of a ChatGPT model used during the  conversation.

CONNECTOR FOR MICROSOFT TEAMS VIA REC BOT (RECORDER BOT) – SST43546573

Customer directs Global Relay to utilize Microsoft (“MS”) Azure infrastructure to receive Customer MS Teams data for archiving via Connector for MS Teams Recorder Bot Service, including but not limited to MS Azure cloud infrastructure located in MS’s Canada Central and Canada East regions. Customer acknowledges that its MS Teams data will be processed by MS Corporation and its affiliates (collectively, “MSFT”) in accordance with MSFTS own operational practices and under the terms set by MSFT, which may include cross-border data processing where applicable, including Canada and the United States. Customer further acknowledges that MSFT acts independently as a processor of Customer’s MS Teams data, under Customer’s direction.

Global Relay External Delivery (“External Delivery”) – SMTP – SST42190445

External Delivery of Customer Data to Customer’s target archive destination is directly reliant on the availability of Customer’s email servers accepting the External Delivery of Customer Data. Where Customer uses Global Relay External Delivery to capture, convert and deliver certain data types to destination archive(s) of Customer (all such data being “External Delivery Data“), Customer shall ensure that:

1. Global Relay is provided a complete and accurate list of all domains and data types to be captured and delivered, including any updates to the same;
2. Global Relay is provided with any requirements regarding logical segregation of Customer Data before Provisioning commences;
3. Configuration of all data types required to be captured and sent by External Delivery are completed in accordance with Global Relay’s specifications; and
4. all data types required to be captured and externally delivered are properly formatted in accordance with industry standards supported by Global Relay’s specifications.

Global Relay is not responsible to Customer for any data types or Third Party Network (including versions and formats) that are not supported, or not technically able to be captured by Global Relay External Delivery for reasons beyond the control of Global Relay. Customer is responsible for facilitating email server issues to ensure the External Delivery can be accepted by Customer as well as for complying with Configuration instructions, Specifications, and Documentation provided by Global Relay and as updated from time to time. Customer must notify Global Relay as soon as commercially possible of any delivery failures or email server failures or changes in its email server environment as it relates to the receipt and acceptance of External Delivery Services. 

AI PRODUCTS DISCLAIMER – SST44725412

Customer acknowledges that the Services may utilize Artificial Intelligence, Machine Learning, and Advanced Analytics technologies (“AI Products”). By using the Services, Customer acknowledges and agrees that:

1. AI Products may not always be accurate, complete, consistent, or up-to-date.
2. Customer’s use of AI Products is at Customer’s sole risk.
3. Customer is required to use AI Products in compliance with Applicable Law and Global Relay’s Acceptable Use Policy.
4. Global Relay does not guarantee the availability, reliability, accuracy, or completeness of any of its AI Products or its outputs or recommendations.
5. AI Products are provided for informational purposes only and should not be considered as legal, financial, or professional advice.
6. Customer is responsible for reviewing and verifying any AI Product before implementation or review of its outputs. Global Relay has no responsibility or liability for any decisions, actions, or consequences resulting from the Customer’s use of or reliance on AI Products. Customer is solely responsible for all decisions made, advice given, and actions taken or failed to be taken based on Customer’s use of the AI Products.
7. NOTWITHSTANDING ANYTHING IN THE CUSTOMER’S AGREEMENT, AND EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW: A. GLOBAL RELAY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE EFFECTIVENESS, ACCURACY, FUNCTIONALITY, CORRECTNESS, IMPARTIALITY, OR CONTENT OF AI PRODUCTS; B. CUSTOMER HEREBY RELEASES GLOBAL RELAY FROM AND AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS GLOBAL RELAY, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY CLAIMS, ACTIONS, SUITS, DEMANDS, PROCEEDINGS (COLLECTIVELY, “CLAIMS”), AND DAMAGES, LIABILITIES, OBLIGATIONS, COSTS, OR EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE LEGAL FEES (COLLECTIVELY “DAMAGES”), IN ANY WAY DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RESULTING FROM CUSTOMER’S USE OF OR RELIANCE ON AI PRODUCTS, EXCEPT TO THE EXTENT SUCH CLAIMS RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GLOBAL RELAY; C. GLOBAL RELAY SHALL TO THE MAXIMUM EXTENT PERMITTED BY LAW NOT BE LIABLE TO CUSTOMER, OR ANY OTHER PARTY (A “PERSON”) FOR ANY CLAIMS (AS DEFINED SECTION 7(B) HEREIN) FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, LOSS OF PRODUCTION, LOSS OF PROFITS, LOSS OF MARKETS, ECONOMIC LOSS, LOSS OF GOODWILL, EXEMPLARY LOSS, ANTICIPATED OR OTHERWISE), THAT MAY BE SUFFERED OR INCURRED BY ANY PERSON, IN ANY WAY DIRECTLY OR INDIRECTLY CONNECTED WITH, ARISING OUT OF OR RESULTING FROM ANY MATTER RELATING TO AI PRODUCT.
8. Global Relay reserves the right to modify, update, or discontinue any or all AI Products features and this disclaimer without prior notice to Customer.