TERMS & POLICIES
Service Specific Terms
If Customer subscribes to any of the Services listed below, the following corresponding supplemental terms shall apply along with any Third Party Terms of Use. All capitalized terms, unless specifically defined herein, have the meanings ascribed to such terms in the Standard Definitions (located at: https://www.globalrelay.com/policies/standard-definitions/).
Archive for Facebook Company Pages
Customer consents to Global Relay disclosing to the Meta Companies that Customer subscribes to Global Relay Archive for Facebook Company Pages. Customer acknowledges that new features for Archive for Facebook Company Pages may become available in the future (subject to applicable Fees).
Archive for Instagram Professional Accounts
Customer consents to Global Relay disclosing to the Meta Companies that Customer subscribes to Global Relay Archive for Instagram Professional Accounts. Customer acknowledges that new features for Global Relay Archive for Instagram may become available in the future (subject to applicable Fees).
Archive for Microsoft Teams
Customer (or Reseller, as applicable) agrees to pay for any and all overage, consumption, API call or other Fees levied by Microsoft for Customer’s use of these Services, as may be charged to Customer (or Reseller, as applicable) from time to time.
Archive for Telegram (via Third Party Platform TeleMessage)
Archive for Telegram (TeleMessage) does not include or support: call recording or archiving; video recording or archiving; “user joined/left” function; “broadcast group/lists” function; or, any attachments over 25MB.
Archive for Signal (via Third Party Platform TeleMessage)
Archive for Signal (TeleMessage) does not include or support: iOS; call recording or archiving; video recording or archiving; “user joined/left” function; “broadcast group/lists” function; or, any attachments over 25MB.
Enterprise Reporting Service Subscription
Enterprise Reporting Services (ERS) provides Customer access to messaging metadata from its Archive Data, which may be used for reporting or analytical purposes. Two classes of metadata are: (1) constant metadata, which shows the inherent attributes of the messages (e.g. seral ID, message size, subject); and (2) event metadata, which shows the subsequent actions that occur on a message as Users perform activities in the archive (e.g. viewed, downloaded, added to a case).
Global Relay will make commercially reasonable efforts to deliver ERS metadata daily to Customer via Global Relay hosted SFTP site. The metadata will be available on the SFTP site for 30 days, along with a manifest file to assist with validating the completeness and accuracy of the metadata. It is Customer’s responsibility to obtain the metadata and manifest file(s) while they are posted on the SFTP site.
UAT Test Environment
UAT Test Environment is subject to a monthly recurring Fee at Global Relay’s then current rate, or as otherwise set out in Customer’s Order Form or Change Order Form, with a maximum of 25 Accounts for each Data Type and a setup Fee per Data Type. Data will be purged periodically after testing. Additional costs may apply where UAT Test Environment requires ADFS or Directory Sync.
Any Services involving SMTP forwarding of a Data Type
Global Relay’s Specification for Custom SMTP Delivery shall apply.
WhatsApp Business For Global Relay App (previously Whatsapp Business for Global Relay Message)
Customer acknowledges and agrees that the onboarding process for WhatsApp Business for Global Relay Message Services is dependent on the onboarding and provisioning processes of the Third Party Platform and that the service will not begin until after the Customer’s applicable Effective Date.
Global Relay App (formerly Global Relay Message)
Customer agrees to pay for any and all Third Party Overages.
Optical Character Recognition
Notwithstanding anything to the contrary in the Agreement, Global Relay, to the fullest extent permitted by law, expressly disclaims the availability, accuracy, security, safety, reliability, completeness, or timeliness of Global Relay Optical Character Recognition (“OCR”) and OCR Output, or that Global Relay OCR or OCR Output will be error-free. Customer acknowledges and agrees that OCR Services: (i) may only be used to read images; (ii) may be unavailable where the input data set is of insufficient quality and/or size; and (iii) are primarily limited to the English language. Because of age and condition of some documents, the OCR may not recognize certain characters and words correctly, which may consequently affect search results. Without limiting the generality of the foregoing, Customer expressly understands and agrees that Customer’s use of OCR is at Customer’s sole risk. Where OCR Output has been ingested in the Global Relay Archive, such OCR Output shall constitute Archived Data under the Agreement.
Connector for Telegram
Availability is subject to Customer securing and providing Global Relay appropriate recording consents. Customer agrees to accept responsibility for all activities under its Telegram account. Connector for Telegram does not include or support call recording or archiving; video recording or archiving; “user joined/left” event archiving; “broadcast group/lists” membership archiving; or data which is larger than 1.4 gigabytes or which is expired, deleted, corrupted, unplayable, or otherwise unavailable. Unsupported content will not be ingested or preserved in the Global Relay Archive. Customer agrees to pay for any and all overage, consumption, API call or other Fees levied by Telegram for Customer’s use of these Services, as may be charged to Customer from time to time, and further agrees that Telegram is a “Third Party Platform” and “Third Party Network”, as such terms are defined under the Agreement. Customer agrees all communications related to this connector are exclusively business communications only. To facilitate onboarding and support activation of Connector for Telegram (the ‘Purpose’), Customer may be required to download and/or use Global Relay App for a limited period of time. Customer agrees that it will be subject to all the terms related to Global Relay App and only use Global Relay App for the Purpose unless Customer has already contracted for Global Relay App Services. Customer further agrees that communications sent by Customer through Global Relay App may be ingested and/or preserved in the Global Relay Archive and that, subject to any earlier Order Form related to Global Relay App, Global Relay retains the right to terminate access to Global Relay App at the earlier of the expiry of the Purpose or Global Relay’s other contractual commitments to Customer.
SFTP Delivery for LSEG Messenger
It is Customer’s sole responsibility to ensure a new public/private PGP key pair is generated and provided to Global Relay prior to the PGP key expiration date, and to rotate such PGP key in accordance with Customer’s security requirements and/or obligations under Applicable Law. Customer will receive notice by email 30 days prior to the PGP key expiration date and another notice by email when the PGP key expires. Customer acknowledges that if the PGP key pair expires, data may not be encrypted and will not be delivered to the SFTP server. Global Relay shall not be liable for any failure to delivery Customer data to the SFTP server as a result of the expiration of a PGP key pair. Once Customer provides an updated PGP key pair to Global Relay, and subject to Professional Service Fees, Customer may request Global Relay to reprocess data which may not have been delivered to the SFTP server due to the expiration of a PGP key pair. Customer agrees that any reprocessing efforts may result in the duplication of data in the Global Relay Archive and SFTP server. Customer acknowledges that Global Relay retains the files on the SFTP server for 30 days. After such period, files may be deleted from the SFTP server by Global Relay. (SST40969275)
Global Relay Transcription
While Global Relay strives for accuracy and quality in Transcription Services, transcriptions generated using Global Relay AI transcription models cannot be guaranteed to be entirely accurate or error free. Notwithstanding any term of the Agreement, Global Relay, to the fullest extent permitted by law, expressly disclaims the availability, accuracy, security, safety, reliability, completeness, or timeliness of any transcribed material downloaded, created, or otherwise obtained (“Transcribed Output“) in connection with Global Relay Archive and/or Services (“Transcription Services“). Customer’s use of Transcription Services, and of Transcribed Output, is at Customer’s sole risk. Transcription Services may be unavailable where the input data set is of an unacceptable quality or size or complexity or in a language or format that is not supported by Transcription Services. Transcribed Output may not be automatically ingested and preserved in the Global Relay Archive. In that case, a separate file may be made available for download by Customer and Customer shall be solely responsible for the possession, control, retention, security and confidentiality of Customer downloaded Transcribed Output. If Transcribed Output is ingested and preserved in Global Relay Archive, it will only at that time be Archived Data under the Agreement. Customer understands that Transcription Services can only be used to transcribe voice data in supported formats and languages, which may change from time to time in Global Relay’s discretion. (SST41393859)
Global Relay Translation
While Global Relay strives for accuracy and quality in Translation Services, translations generated using Global Relay AI translation models cannot be guaranteed to be entirely accurate or error free. Notwithstanding any term of the Agreement, Global Relay, to the fullest extent permitted by law, expressly disclaims the availability, accuracy, security, safety, reliability, completeness, or timeliness of any translated material downloaded, created, or otherwise obtained (“Translated Output“) in connection with Global Relay Archive and/or Services (“Translation Services“). Customer’s use of Translation Services, and of Translated Output, is at Customer’s sole risk. Translation Services may be unavailable where the input data set is of an unacceptable quality or size or complexity or in a language or format that is not supported by Translation Services. Translated Output may not be automatically ingested and preserved in the Global Relay Archive. In that case, a separate file may be made available for download by Customer and Customer shall be solely responsible for the possession, control, retention, security and confidentiality of Customer downloaded Translated Output. If Translated Output is ingested and preserved in Global Relay Archive, it will only at that time be Archived Data under the Agreement. Customer understands that Translation Services can only be used to translate data in supported formats and languages, which may change from time to time in Global Relay’s discretion. (SST41827129)
Connector for Jira Cloud & Connector for Confluence Cloud
Customer acknowledges and agrees that Connector for Jira Cloud and Connector for Confluence Cloud interoperate with Atlassian Corporation Plc., which is a Third Party Platform. (SST41396099)
Services including voice and/or video Data Types (“Voice/Video Terms”)
Customer represents and covenants that it will comply with all Applicable Laws governing the monitoring, recording, retention, and storage of voice and video Data Types, including all applicable privacy laws. Customer agrees that it is Customer’s sole responsibility to ensure that its use of the Services is in compliance with such Applicable Law. For greater certainty, and without limiting the generality of the foregoing, compliance with Applicable Law includes any Customer obligation to inform Users and third parties of any recording feature enabled in connection with the Services and obtain, and where applicable record, each such person’s consent. The Services are provided on an “as is” basis and Customer’s use of the Services is at its own risk. Global Relay does not make, and hereby disclaims, any and all other express or implied warranties relating to the Services, including but not limited to, warranties of merchantability, fitness for particular purpose and any warranties arising from usage or trade practice. 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’s non-compliance with these Voice/Video Terms. (SST41396392)
Telecom Third Party Platform Connectors
The following terms apply to any Global Relay Connector which interoperates with a telecommunications service provider Third Party Platform. Customer acknowledges and agrees that availability is subject to Customer securing and providing Global Relay appropriate authorization(s), mobile recording and API access to the relevant Third Party Platform. Customer further acknowledges and agrees that these terms apply alongside any additional terms that the applicable telecommunications service provider Third Party Platform requires.
Customer agrees to accept responsibility for all activities under its Third Party Platform account, and further acknowledges and agrees that data from the Third Party Platform which is of unacceptable size or quality or which is expired, deleted, corrupted, unplayable, or otherwise unavailable may not be ingested and preserved in the Global Relay Archive. Third Party Platform source transcription material similarly may not be ingested and preserved in the Global Relay Archive. Customer agrees to pay for any and all overage, consumption, API call or other Fees levied by any Third Party Platform for Customer’s use of these Services, as may be charged to Customer from time to time. (SST41396463)
Global Relay archive specification for custom SMTP delivery
For any SMTP forwarding of a Data Type the following Specification for Custom SMTP Delivery shall apply:
1. General
1.1 Purpose. Customer wishes to add a new Third Party Platform data type (“Source Data”) for ingestion to Customer’s Global Relay Archive. Where a Source Data is not a data type commercially supported by Global Relay Archive, Customer agrees to be responsible for setting up and delivering this Source Data to Global Relay Archive via a basic customized SMTP delivery process (“Custom SMTP Delivery”). This specification (the “Specification”) is provided for Customer’s convenience and sets out the minimum requirements in order for Customer to setup the Custom SMTP Delivery and for Global Relay to receive and ingest the Source Data. In addition to the governing Master Terms of Services, the following additional terms and conditions herein govern Customer’s use of Custom SMTP Delivery in connection with the Global Relay Archive Services.
1.2 Criteria.
In order for the Custom SMTP Delivery to be activated, Customer must comply with the following (the “Criteria”):
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- Customer will follow this Specification.
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- Customer is responsible for the delivery of Source Data to Global Relay, and will provide this delivery either (i) directly; (ii) via the Source Data vendor; or (iii) other third party acceptable to Global Relay.
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- Source Data is to be delivered (pushed) to Global Relay via authenticated SMTP over TLS.
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- Customer has an existing Archive with Global Relay with TLS over SMTP configuration already in place for email that this Custom SMTP Delivery will leverage.
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- Source Data is from a legitimate source, there are no viruses or malicious code, and the Custom SMTP Delivery is for an acceptable use related to Customer’s subscribed Services.
2. 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 Custom SMTP Delivery in Customer’s Environment, including:
a) Set GR X-headers. In order to identify and index Customer’s Source Data via Custom SMTP Delivery, Customer must ensure the Source Data is formatted with an email header (X-GlobalRelay-MsgType), with a unique value specified by Global Relay during the Configuration process.
b) Deliver via SMTP. In order for the Source Data to be received properly by Global Relay Archive, Customer must ensure Source Data messages are delivered to the destination Archive email address specified by Global Relay during the Configuration process. Note, the To: field in the content of the message should not be modified. The delivery must use the destination Archive email address as the SMTP recipient.
c) Data Flow. 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.
2.2 Global Relay’s Responsibilities:
Provisioning. Global Relay will setup, activate, and perform a basic verification of the Custom SMTP Delivery of the Source Data on Global Relay’s Systems as follows:
a) Information for Configuration. Global Relay will assign and provide Customer the value for the GR X-header and the destination Archive email address referenced in Section 2.1 (a) and (b).
b) Provisioning. Global Relay will provision Customer’s Archive to receive the specific GR X-header and destination Archive email address referenced in Section 2.1 (a) and (b).
c) Verification of GR X-Headers. Global Relay will allocate up to one hour of Support time to verify that a Source Data message was received properly in Global Relay Archive with the GR X-header referenced in Section 2.1 (a) and assigned during the Configuration process.
3. Scope Definition
3.1 Custom SMTP Delivery (Standard): means the delivery by Customer of the Source Data by a basic SMTP method (where the Source Data is (i) not otherwise commercially supported by Global Relay Archive, and (ii) not being delivered by the Source Data vendor through a commercial standard). Accordingly, the scope of work and responsibilities of Global Relay for Custom SMTP Delivery (Standard) are very limited. The following exclusions apply:
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- No customized converter or delivery mechanism provided by Global Relay.
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- No Professional Services or development assistance by Global Relay for Custom SMTP Delivery beyond providing the Configuration Guide, and the Provisioning under Section 2.2.
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- No Quality Assurance (QA) testing by Global Relay.
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- No Project Manager (PM) required.
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- No POC or test Environment provided by Global Relay.
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- No Source Data icon image in Customer’s Archive user interface.
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- Source Data will only be identified in Customer’s Archive by the GR X-header specified for this Source Data.
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- Custom SMTP Delivery is not subject to Global Relay’s SLA.
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- No reconciliation or reporting for this Data Source (beyond the daily reports referenced in Section 5.2 of the MTOS).
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- No whitelisting of IPs.
3.2 Optional at a cost – Custom SMTP Delivery (Advanced): means the delivery by Customer of the Source Data by Custom SMTP Delivery, similar to the standard method in Section 3.1, but where Customer may desire to include certain additional work or tasks, at an additional cost, including:
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- Professional Services. Professional Services provided by Global Relay including any Project Management, development assistance, consultation or resources for Custom SMTP Delivery beyond providing the Configuration Guide and the Provisioning under Section 2.2. If, in an effort to support archiving of the Source Data, Customer requires Global Relay to provide development work, consultation, or resources, or Project Management, additional support from Global Relay Provisioning or Support in a manner beyond ‘business as usual’, then Global Relay shall charge, and Customer shall pay a fee of $300/hour for Professional Services.
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- Quality Assurance (QA) Testing. Professional Services provided by Global Relay to perform a comprehensive set of tests to ensure accuracy of the Custom SMTP Delivery to Global Relay Archive. This is generally estimated at being 8-40 hours of effort.
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- 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.
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- Source Data icon. Global Relay, for a Fee, can customize Customer’s Archive to display the Source Data icon image in the Archive user interface (Global Relay reserves right to determine the icon image and standard).
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- Whitelist IP. Global Relay can add and manage a whitelist of IPs where SMTP Authentication is not possible. There a Fee of $100 for up to 5 IP addresses (when provisioned at same time), and $100/IP address thereafter.
4. Disclaimer
Customer acknowledges that the Source Data is a Third Party Platform and is not a data type that Global Relay handles natively. Accordingly, its actual performance, commercial availability, and quality are unknown to Global Relay. Global Relay does not control and is not responsible for the Source Data, nor its Custom SMTP Delivery to Global Relay Archive. 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 Custom SMTP 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 SMTP to Global Relay Archive, and Global Relay expressly disclaims any and all liability related to, connected with, or arising from the Custom SMTP Delivery, this Source Data, the Source Data vendor including any outages, delivery delays, corruption of data, processing failures, inability to reconcile data, failure to format data in accordance with such Third Party Platform’s data schema, changed or discontinued or failed services, or termination of service by the Source Data vendor. Global Relay reserves the right to discontinue support for this Custom SMTP 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.
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;
- 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.
- 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:
- 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:
- 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:
- 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.
- 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:
- 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.
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).
CONNECTOR FOR ChatGPT – SSTSST42516865
Customer acknowledges and agrees that:
- 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;
- 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,
- Connector for ChatGPT may not identify or record the version of a ChatGPT model used during the conversation.