Terms and Conditions

Relay Network Terms of Service and User Agreement

By using the services of Relay Network LLC, you are concluding a legally binding agreement on the terms set out in this Relay Network Terms of Service and User Agreement ("User Agreement").

1. INTRODUCTION

Relay Network LLC ("Relay," "we" or "us"), located at 201 King of Prussia Road, Suite 161, Radnor, Pennsylvania, 19087, USA, operates the Relay Network ("Relay Network"), a system that enables mobile phone users to efficiently, effectively and conveniently manage their various business relationships, by means of their mobile devices and online, with companies that are partners with the Relay Network and with which those users have an ongoing business relationship ("Relay Partners"). Relay Partners include but are not limited to credit card issuers, utility companies, retail companies, telecommunications and cable companies, and insurance companies. To offer our products and help you manage your electronic communications, we make services available through our Web-based communications platform (the "Relay Wire" or "Wire"), mobile applications, email, Relay Partner channels and other commercially available communications channels (the "Services").

As used in this User Agreement, the terms "Relay Website" or "Relay Websites" include the website from which the Services are provided, the websites located at relaynetwork.com and my.relayit.com, and any other website that is owned or operated by Relay.

2. WHAT YOU'RE AGREEING TO

By using the Relay Services, or by using our website, our mobile applications, or other services provided by the Relay Network, you are entering a binding agreement with Relay based on the terms of this User Agreement and the Relay Network Privacy Policy, which is hereby incorporated into this User Agreement by reference. As a Relay Network user ("User"), you are agreeing to be provided the Services offered by the Relay Network, including receipt of Partner Communications via the Relay Wire. "Partner Communications," as used in this User Agreement, shall mean any communication between you and a Relay Partner through the Relay platform or use of the Services.

Relay is not responsible for and does not endorse any Partner Communications, features, content, advertising, products, or other materials made available to you via the Services from Relay Partners. Your use of the Services, on the Wire, at the Relay website or by other means, enables Relay Partners to send you Partner Communications and text messages via the Relay Network's Services. You are agreeing that your contractual or other relationship with any Relay Partner is separate and apart from this User Agreement.

By becoming a User, you acknowledge that you have read and understood the terms and conditions of this User Agreement and that you agree to be bound by all of its provisions. If you do not want to become a User, do not conclude the User Agreement, do not use the Services, and do not access, view, download, or otherwise use any Relay Network Website or information. If you are using the Relay Services on behalf of a company or other legal entity, such entity may have a separate agreement with us, but you are nevertheless individually bound by this User Agreement.

3. YOUR OBLIGATIONS

  1. Applicable Laws and this User Agreement. You must comply with all applicable laws and with the User Agreement, as this User Agreement may be amended from time to time with or without advance notice, and the policies and processes explained in the subsequent sections of this User Agreement. You also must comply with the DOs and DONTs set out below at section 11 of this User Agreement, and with Relay's Privacy Policy at https://www.relaynetwork.com/privacy-policy.

  2. License and Warranty for Your Submissions to Relay Network. While you may at any time request the deletion of information you provided to Relay, your provision of information grants Relay a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicensable, fully paid up and royalty-free right to use any information you provide, directly or indirectly, to Relay, solely for the purpose of performing Services for the Relay Partner related to your information to the extent permitted under this user agreement, applicable law and contracts between Relay and its partners.

    By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your Relay Network profile information accurate and updated.

  3. Service Eligibility. To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a Relay Network account; (3) are not a competitor of Relay and are not using the Services for reasons that are in competition with Relay Network; (4) have full power and authority to enter into this User Agreement and doing so will not violate any other agreement to which you are a party; (5) will not violate any rights of Relay, including intellectual property rights such as copyright and trademark rights; and (6) agree to provide at your cost all equipment, software and Internet access necessary to use the Services.

  4. Sign-In Credentials. You agree to: (1) keep your password secure and confidential; (2) not permit others to use your account except as authorized by contract; (3) refrain from using other Users' accounts; (4) refrain from selling, trading, or otherwise transferring your Relay Network account to another party; and (5) refrain from charging anyone for access to any portion of Relay Network, or any information therein. Further, you are responsible for your activity in your account until you close down your account including failure to keep your password confidential or any access permitted by you to your account. To close your account, you may click here: support@relayit.com.

  5. Indemnification. You indemnify us and hold us harmless for all damages, losses, and costs (including, but not limited to, reasonable attorneys' fees and costs) related to all third party claims, charges, and investigations caused by: (1) your failure to comply with this User Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws; (2) any content you submit to the Services that is in violation of Relay Network policy or this user agreement and ; and (3) any impermissible activity in which you engage on or through Relay Network; provided that the third party fees and costs are not result of Relay’s breach of its obligations under applicable law or its agreement with you or the Relay Network Partner.

  6. Notification of Acts Contrary to the User Agreement. If you believe that you are entitled or obligated to act contrary to this User Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to the User Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, although we are under no obligation to do so.

  7. Notifications and Service Messages. For purposes of service messages and notices about the Services to you, notice shall consist of any short message service ("SMS") text message from Relay Network to the mobile phone number associated with your account, even if we have other contact information. You also agree that Relay may communicate with you through your Relay Network account or through other means including email, mobile number (via voice or text message), telephone, or delivery services including the U.S. Postal Service about your Relay Network account or services associated with Relay Network solely in association with Relay Network’s provision of Services to you. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service due to your provision of inaccurate contact information.

  8. Mobile Services. Relay may offer the Services through mobile applications created by Relay or third party developers ("Platform Developers"). If you use the Services through a mobile device, you agree that information about your use of the Services through your mobile device and carrier may be communicated to us, including but not limited to your mobile carrier, your mobile device, or your physical location. In addition, use of the Services through a mobile device may cause data to be displayed on and through your mobile device. By accessing the Services through a mobile device, you represent that to the extent you import any of your Relay Network data to your mobile device, you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your Relay Network account information to ensure that your messages are not sent to the person that acquires your old number, and failure to do so is your responsibility. You acknowledge that you are responsible for all charges and necessary permission related to accessing Relay Network through your mobile access provider. Therefore, you should check with your provider to find out if the Services are available, and to familiarize yourself with the terms of service for your specific mobile devices.

  9. Third Parties. Relay may include on a Relay Website links to third party web sites ("Third Party Sites"), such as websites operated by Relay Partners. You are responsible for evaluating whether you want to access or use a Third Party Site. You should review any applicable terms and/or privacy policy of a Third Party Site before using it or sharing any information with it, because those terms or policies might permit the operator of a Third Party Site to use your data in ways we would not.

  10. Privacy. You should carefully read our full Privacy Policy (available at https://www.relaynetwork.com/privacy-policy) before deciding to become a User. The Privacy Policy governs our treatment of any information, including personally identifiable information, you submit to us. Please note that certain information, statements, data and content (such as photographs) that you may submit to Relay Network might reveal your gender, ethnic origin, nationality, age, religion, sexual orientation or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.

  11. Export Control. Your use of Relay Network services, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations maintained by the Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.

4. YOUR RIGHTS

On the condition that you comply with your obligations under the User Agreement, we grant you a limited, revocable, nonexclusive, non-assignable, non-sublicensable right to use the Services that we provide on Relay Website web pages, as well as to access (through a generally available web browser, mobile device or application) and view information, all in accordance with this User Agreement. You are not permitted to access any Relay service by means of scraping, crawling or other technologies used to access data without the express written consent of Relay. Any other use of Relay Network facilities or services contrary to a legitimate purpose (such as seeking to use information gathered from Relay Network commercially unless expressly authorized by Relay) is strictly prohibited and a violation of this User Agreement. We reserve all rights not expressly granted in this User Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interests in Relay Network and all related items.

5. OUR RIGHTS AND OBLIGATIONS

  1. Services Availability. We allow you to access Relay Network as it may exist and be available on any given day and have no other obligations, except as expressly stated in this User Agreement. We may modify, replace, refuse access to, suspend or discontinue Relay Network, partially or entirely, or change and modify prices for all or part of the Services in our sole discretion. All of these changes shall be effective upon their posting on a Relay Website or by direct communication to you unless otherwise noted. Relay further reserves the right to withhold, remove, and/or discard any content available as part of your Relay Network account, with or without notice, if deemed by Relay to be contrary to this User Agreement. For avoidance of doubt, Relay has no obligation to store, maintain, or provide you with a copy of any content that your or other Users provide when using the Services.

  2. Disclosure of User Information. You acknowledge, consent and agree that we many access, preserve and disclose your registration and any other information you provide if required to do so by law (confidential information is maintained for a minimum of six years) or in a good faith belief that such access, preservation or disclosure is reasonably necessary in our opinion to: (1) provide Services under the Relay Network; (2) comply with legal process, including but not limited to civil and criminal subpoenas, court orders or other compulsory procedures; (3) enforce this User Agreement; (4) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual or government agency; (5) respond to customer service inquiries by you; or (6) protect the rights, property, or personal safety of Relay, our Users or the public.

6. DISCLAIMER

WE PROVIDE THE PLATFORM FOR RELAY NETWORK AND ALL INFORMATION AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.

TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY THE RELAY NETWORK OR ANYTHING RELATED TO THE RELAY NETWORK, YOU MAY CLOSE YOUR RELAY NETWORK ACCOUNT AND TERMINATE THIS USER AGREEMENT IN ACCORDANCE WITH SECTION 8 ("TERMINATION") AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

RELAY IS RESPONSIBLE FOR SENDING MESSAGES TO YOU AS DIRECTED BY OUR RELAY PARTNER. WE CANNOT GUARANTEE ALL MESSAGES WE SEND WILL BE RECEIVED BY YOU AND WE ARE NOT LIABLE FOR THIRD PARTY SYSTEMS INCLUDING INTERNET AND CELLULAR SERVICES REQUIRED FOR RECEIPT OF MESSAGES OR FOR THE FAILURE OF YOUR DEVICE. -. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE OR TECHNOLOGY DESCRIBED OR USED ON A RELAY WEBSITE OR OTHER COMMUNICATION CHANNEL OPERATED BY RELAY MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS HELD BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL TO US.

RELAY DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS USING THE RELAY NETWORK OR SUBSCRIBING TO ITS SERVICES, NOR DOES RELAY HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY USERS OR OTHERS. RELAY THEREFORE DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION UNLESS IT IS THE FAULT OF RELAY.

RELAY DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERROR. IN PARTICULAR, THE SERVICES MAY BE INTERRUPTED BY MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. RELAY DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, RELAY DISCLAIMS ALL LIABILITY FOR INABILITY TO ACCESS, OR POOR USE CONDITIONS OF THE RELAY WEBSITES OR SERVICES DUE TO INAPPRORIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS OR OTHER COMMUNICATION SERVICE PROVIDERS, NETWORK SATURATION, AND FOR ANY OTHER REASON.

7. LIMITATION OF LIABILITY

Neither Relay nor any of our subsidiaries, affiliated companies, employees, shareholders or directors (collectively "Relay Affiliates") shall be liable for: (a) any damages in excess of the total of all fees paid by you to Relay, if any, or US $10,000, whichever amount is greater; or (b) any special, incidental, punitive or consequential damages or loss of use, profit, revenue or data to you or any third party arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from Relay Network. This limitation of liability shall:

  1. Apply regardless of whether (1) you base your claim upon contract, tort, statute, or any other legal theory; (2) we knew or should have known about the possibility of such damages; or (3) the limited remedies provided in this section fail of their essential purpose.; and

  2. Not apply to any damage that Relay Network may cause you intentionally or knowingly in violation of this User Agreement or applicable law, or otherwise mandated by applicable law, that cannot lawfully be disclaimed from this User Agreement.

8. TERMINATION

  1. Mutual Rights of Termination. You may terminate this User Agreement, for any or no reason, at any time, with notice to Relay. This notice will be effective upon Relay's processing of your notice. Relay may terminate the User Agreement for any or no reason, at any time, with or without notice. Such termination shall be effective immediately or as specified in the notice. Termination of your Relay Network account includes disabling your access to the Relay Network and also may include barring you from any future use of the Relay Network.

  2. Misuse of the Services. Relay may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes inviting other Users you do not know to connect; abusing the Relay Network messaging services; creating multiple or false profiles; using the Services commercially without Relay's authorization; infringing intellectual property rights; or any other behavior that Relay, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, Relay has adopted a policy of terminating Users who, in Relay's sole judgment, are deemed to be repeat infringers under the United States Copyright Act.

  3. Effect of Termination. Upon termination of your Relay Network account, you will lose access to the Services. In addition, Relay may block access to the Services from an IP address or range of IP addresses associated with those of terminated Users. The terms of this User Agreement shall survive any termination, except Sections 3 ("Your Rights") and 5 ("Our Rights and Obligations") hereof.

9. PENNSYLVANIA LAW AND ARBITRATION

  1. Choice of Law. Except for any disputes related to intellectual property rights, obligations or any infringement claims, any disputes with Relay Network arising out of or relating to the User Agreement ("Disputes") shall be governed by Pennsylvania law regardless of your country of origin or where you access Relay Network, and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods.

  2. Agreement to Arbitrate and Pay Attorneys' Fees. Any Disputes shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in Delaware County, Pennsylvania, in English, with a written decision stating findings and legal reasoning issued by the arbitrator(s) at either party's request, and with arbitration costs and reasonable documented attorneys' fees of both parties to be borne by the party against whom the ultimate decision issues.

  3. Exception from Arbitration Agreement. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.

  4. Refundable Fee Advances for Consumers. If you are involved in a Dispute as a consumer without any commercial interests related to the Dispute, we will agree to conduct the arbitration proceeding in a major city in your state if travel to Pennsylvania would constitute an undue burden for you, and we will advance any arbitration fees that exceed the amount you would be required to pay for court proceedings (if you substantiate and represent to us in a written statement the cost of such court proceedings) provided that you shall refund such amounts if we ultimately prevail in the arbitration.

10. GENERAL TERMS

  1. Severability. If any provision of this User Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intent of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this User Agreement will not be affected in any way.

  2. Language. Where Relay has provided you with a translation of the English language version of the User Agreement, the Privacy Policy and/or any other documentation, you agree that the translation is provided for your convenience only and that the English language version of the documentation will govern your relationship with Relay.

  3. Notices and Service of Process. In addition to Section 2.G ("Notifications and Service Messages"), we may notify you via postings to the Relay Wire, or at the Relay Website at https://my.relayit.com. You may contact us via email at support@relayit.com or via mail or courier at: Relay Network LLC, ATTN Legal Department, 201 King of Prussia Road, Suite 161, Radnor, PA, 19087, USA. Additionally, Relay accepts service of process at the above address. Any notices that you provide that do not comply with this section on Notices and Service of Process shall have no legal effect.

  4. Entire Agreement. You agree that this User Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this User Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase other Relay Network services, third-party content or third-party software.

  5. Amendments to the User Agreement. We reserve the right to modify, supplement or replace the terms of the User Agreement, effective upon posting at https://my.relayit.com or upon other notification to you provided that such changes will not materially affect your rights unless we give you notice. If you do not want to agree to changes to the User Agreement, you can terminate the User Agreement at any time per Section 8 ("Termination").

  6. No Informal Waivers, Agreements or Representations. Our failure to act with respect to a breach of this User Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the User Agreement, no representations, statements, consent, waivers or other acts or omissions by Relay or any Relay Affiliate shall be deemed legally binding on any Relay Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Relay.

  7. No Injunctive Relief. In no event may you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, exploitation of any advertising or other materials issued in conjunction therewith, or exploitation of the Services or any content or other material used or displayed through the Services.

  8. Assignment and Delegation. You may not assign or delegate any rights or obligations under the Service Agreement. Any purported assignment or delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the User Agreement, fully or partially, without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Relay Network LLC for any third party that assumes our rights and obligations under this User Agreement.

11. RELAY NETWORK "DOs AND DON'Ts"

As a condition of your access to the Relay Network, you agree to this User Agreement and to strictly observe the following Dos and Don'ts:

  1. Do the following: (1) comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws and regulatory requirements; (2) provide accurate information to us and update it as necessary; (3) review and comply with our Privacy Policy; and (4) review and comply with notices sent by Relay concerning the Services.

  2. Don't do the following: (1) Act dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectional content to the Relay Network. (2) Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Relay Network (excluding content posted by you) except as permitted in this User Agreement or as expressly authorized by Relay. (3) Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof. (4) Utilize information, content or any data you view on and/or obtain from the Relay Network to provide any service that is competitive, as determined in Relay's sole judgment and discretion, with the Relay Network. (5) Imply or state, directly or indirectly, that you are affiliated with the Relay Network or endorsed by Relay unless you have entered into a written agreement to that effect with Relay. (6) Adapt, modify or create derivative works based on the Relay Network or technology underlying the Services, or other Users' content, in whole or in part, except as permitted under Relay's Developer Program. (7) Rent, lease, lend, trade, sell/re-sell access to the Relay Network or any information therein, or the equivalent, in whole or in part. (8) Deep-link to a Relay Website for any purpose, including a link to a Relay Website webpage other than the Relay Website's homepage, unless expressly authorized in writing by Relay. (9) Use manual or automated software, devices, scripts, robots, or other means or process to access, "scrape," "crawl" or "spider" any web pages or other services contained in a Relay Website. (10) Access the Relay Network, via automated or manual means or processes, for purposes of monitoring its availability, performance or functionality or for any competitive purpose. (11) Engage in "framing," "mirroring," or otherwise simulating the appearance and/or function of a Relay Website. (12) Access or attempt to access the Relay Network by any means other than through the interfaces provided by the Relay Network for that purpose. (13) Override or attempt to override any security component included in or underlying the Relay Network. (14) Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications to other Users or Relay Network personnel, attempts to gain unauthorized access, or transmission or activation of computer viruses. (15) Remove any copyright, trademark, or other proprietary rights notices contained in or on the Relay Network, including those of both Relay and any of its licensors or licensees. (16) Remove, cover or otherwise obscure any form of advertisement included on the Relay Network. (17) Harass, abuse or harm another person, including sending unwanted communications to others using the Relay Network. (18) Collect, use or transfer any information, including but not limited to personally identifiable information obtained from Relay except as expressly permitted by this User Agreement or as the owner of such information may expressly permit. (19) Interfere with or disrupt the Relay Network, including but not limited to any server or networks connected to the Relay Network. (20) Use or attempt to use another's account without authorization from Relay, or create a false identity on the Relay Network. (21) Infringe or use Relay's brand, logos and/or trademarks, including, without limitation, using the words "Relay Network" in any business name, email, or URL, or including trademarks and logos used by the Relay Network except as expressly permitted by Relay. (22) Participate, directly or indirectly, in the setting up or development of a network that seeks to implement practices that are similar to sales by network or the recruitment of independent home salespeople for the purposes of creating a pyramid scheme or other similar practices.

Relay Network LLC, Radnor, Pennsylvania, USA.

Last modified January 12 , 2021.