Standard Definitions

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

“ABAC Law” means Applicable Law related to anti-corruption and anti-bribery, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, 2010 and the Canadian Corruption of Foreign Public Officials Act.

“Abandonment Date” has the meaning set out in Section 13.3 (Return or Disposition of Archived Data) of MTOS.

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

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

“Account” means each unique messaging or data account (automated or otherwise), including but not limited to mailbox, shared mailbox, resource mailbox, social media profile or company page, mobile device phone number, messaging screen name attributed to or accessible by a User in connection with the Services. For billing purposes, Account may be referred to as user, with the same meaning.

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

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

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

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

“Applicable Law” means, with respect to a party, all then-current domestic or foreign national, federal, state, provincial, or local: (a) laws (including common law), statutes, ordinances, regulations, by-laws, codes; (b) binding court orders, judicial, arbitral, administrative, ministerial or departmental judgments, or decrees; (c) orders, directives, treaty, policy, rule, notice, direction, guideline, or other requirement including any issued by any Governmental or Regulatory Authority; (d) Data Protection Law; and (e) ABAC Law, published or in force during the Term which applies to or is otherwise governing or regulating the party or its property, or the subject matter of the Agreement. Unless otherwise expressly set out in the Agreement, references in the Agreement to an obligation of Global Relay to comply with any Applicable Law will be interpreted as a Global Relay obligation to comply with Applicable Law that applies to Global Relay in its performance of the Services in that jurisdiction. Customer assumes responsibility for determining whether the Services are sufficient for Customer’s purposes with respect to Customer’s requirements under Applicable Law.

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

“Archived Data” means the data of Customer that has been Processed, ingested, and preserved in Global Relay Archive.

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

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

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

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

“Claims” means any claims, actions, suits, demands, or proceedings brought by third parties.

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

“Company-wide Account Data Type Category” includes Connectors for Facebook Company Page, Business Company Page, LinkedIn Company Page, Reddit Subreddits, Twitter Company Page, YouTube, and any connectors for similar data types.

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

“Configuration” means the setup, configuration and testing of any Services, Data Types, Accounts, or Users on Customer Systems as further set out in Section 2.3(b) (Configuration) of MTOS.

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

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

“Custom SMTP Data Type Category” includes all Custom SMTP data types not included in the Custom SMTP Voice/Video Data Type Category or Custom SMTP Flat Fee Data Type Category.

“Custom SMTP Flat Fee Data Type Category” includes all Custom SMTP data types that are billed per feed.

“Custom SMTP Voice/Video Data Type Category” includes all voice or video based Custom SMTP data types.

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

“Customer Devices” means Customer’s and/or a User’s servers, desktop or laptop computers, mobile handsets, tablets and/or any other applicable devices.

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

“Customer-Side Software” means any Global Relay software applications required to be installed by Customer on Customer Devices in order to access and use the Services.

“Custom SMTP Delivery” means the delivery of a Data Type (other than standard email) to Global Relay Archive via a customized SMTP (Simple Mail Transfer Protocol) forwarding process, in accordance with Global Relay’s Specification for Custom SMTP Delivery.

“Damages” means any damages, losses, liabilities, obligations, costs, or expenses, finally awarded by a court of competent jurisdiction or included in a final settlement of a Claim.

“Data Breach” means a Security Incident leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer’s Confidential Information, including Personal Data, transmitted, stored, or otherwise Processed by Global Relay on behalf of Customer. For clarity, a Data Breach is where a Security Incident results in an actual loss or exposure of Confidential Information (not just suspected activity or potential exposure).

“Data Protection Law” means the national legislation on the protection of Data Subjects with regard to the Processing of Personal Data and on the free movement of such data in any jurisdiction as may be applicable under the Agreement.

“Data Subject” means an identified or identifiable natural person as it relates to Personal Data.

“Data Type” means an electronic data feed or content type of Customer as it relates to being archived in Global Relay Archive.

“Data Type Category” means each of the E-Comms Data Type Category, Custom SMTP Data Type Category, Custom SMTP Flat Fee Data Type Category” Custom SMTP Voice/Video Data Type Category, Global Relay App Data Type Category, Voice/Video Data Type Category, Company-wide Account Data Type Category, and Enterprise Content Data Type Category.

“Demos and Betas” means the Services or Service features that Customer has received or received access to on a free, demo, or trial basis, or as an alpha, beta or early access offering for Customer’s internal evaluation. All Demos and Betas are subject to a Test Period designated by Global Relay (or if not designated, 30 days), and the terms set out in Section 2.4 (Demos and Betas; Test Environment) of MTOS.

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

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

“Disclosing Party” means the party directly or indirectly making Confidential Information available to the other party.

“Documentation” means documents, instructions and materials supplied by Global Relay to aid in the technical understanding, operation and use of the Services, such as: (a) implementation, Configuration, and Provisioning instructions; (b) technical, functional, design and performance Specifications and manuals; (c) training materials such as User guides, online service guides, tutorials, and videos; ; and (d) any materials and documentation containing restrictions or limitations with respect to the operation and use of the Services (including, without limitation any configuration guides).

“E-Comms Data Type Category” includes Resource Mailboxes and Connectors for Android Text, Apple Messages, CME Chat, Bloomberg, Cisco Jabber Chat (excludes voice/video), Email, ICE Chat, JIRA (excluding attachments), LinkedIn, LinkedIn Corporate Messages, Microsoft Teams Chat (excludes Voice/Video), Reddit, Salesforce Chatter, SharePoint (excluding attachments) Skype for Business Server, Slack, Symphony, Telegram, Text [AT&T], Text [O2], Twitter, Yammer, Zoom Meeting & Webinar-In-Meeting Chat, Zoom Phone – SMS, and any Connectors for similar data types.

“Economic Sanctions” means all Applicable Law imposed by Governmental or Regulatory Authority of the United States of America, other foreign countries, or organizations within whose jurisdiction Customer operates or does business regarding export control, including but not limited to the Export Administration Regulations maintained by the United States of America Department of Commerce, trade and economic sanctions maintained by the United States of America Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the United States of America Department of State.

“Effective Date” means, depending on its use, the date upon which the MTOS, Term, Initial Term, Renewal Term, and Billing Cycle, or Order Form commences.

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

“Emergency Maintenance” has the meaning set out below within the definition of “Release”.

“Enterprise Content Data Type Category” includes Connectors for SharePoint (including attachments), Confluence, Google Drive, JIRA (including attachments), and any connectors for similar data types.

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

“Fees” means any and all fees, charges, rates and other costs to be paid by Customer to Global Relay relating to the Services in accordance with the Agreement or an Order Form, including any taxes, interest, Change Orders and expenses.

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

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

“FINRA CVD” means the FINRA Compliance Vendor Directory.

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

“Global Relay” means Global Relay Communications Inc.

“Global Relay Archive” means the hosted electronic information archiving platform provided by Global Relay that captures, indexes, encrypts, and preserves electronic communications data of Customer and stores such Archived Data in a unified, online repository with federated search capabilities across Data Types.

“Global Relay App Data Type Category” means Global Relay App – 1 Data Type Enablement, 2 Data Type Enablement, and 3 Data Type Enablement.

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

“Global Relay Search” means the search capabilities of Global Relay Archive that provide authorized Users with access to federated search capabilities to search, discover, view, and retrieve Archived Data.

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

“Help Center” means Global Relay’s online Services and Support knowledge center for Customer self-help and frequently asked questions.

“Information Security Program” means Global Relay’s information security program, policies, procedures, measures, and controls implemented and continually maintained in connection with the applicable Services provided to Customer.

“Initial Term” has the meaning set out in Section 13.1 (Term) of MTOS.

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

“Legacy Data” means the historical data of Customer that is ingested into Global Relay Archive in accordance with Global Relay’s Specification for Legacy Data Import.

“Legacy Data Import” means the import of historical data provided by Customer for ingestion into Global Relay Archive in accordance with Global Relay’s Specification for Legacy Data Import. Legacy Data Imports are measured on uncompressed data, once converted from native file format, and prior to de-duplication.

“Legal Process” has the meaning set out in Section 8.2 (Non-Disclosure Obligations) of MTOS.

“Maintenance” has the meaning set out within the definition of “Release”.

“Management Portal” (also known as “Service Manager” or “Control Center”) means Global Relay’s online platform for the management of the Services that provides each Administrative User with administrative privileges to issue Customer Instructions to Global Relay, and to otherwise manage Customer’s Users, Accounts, and Services.

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

“Mass Mailing Data Type Category” includes all Mass Mailing Archiving data types.

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

“Material Breach” means a breach of any provision, term, condition, obligation, warranty, or representation in the Agreement which will (or, if capable of being cured, if left uncured will): (a) substantially diminish a material benefit that the non-breaching party would otherwise derive from the Agreement; or (b) have a material adverse impact on either the business, financial condition, reputation, or operations of the non-breaching party.

“Monthly Usage Allowance” means a deemed monthly usage allowance for Third Party Usage Fees applicable to Third Party Platforms that Customer has enabled for use with Global Relay Message. The Monthly Usage Allowance is calculated as 10% of the Global Relay monthly recurring Fees set forth in the applicable Order Form for the applicable Global Relay Message / Global Relay App services specific to the Third Party Platforms (e.g., WhatsApp Business for Global Relay Message / App, Text for Global Relay Message / App, Voice Calling for Global Relay Message / App, etc.) and shall expire at the end of each month and shall not be carried forward.

“New Services” has the meaning set out in Section 9.2 (Change Orders) of MTOS.

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

“Order Form” means any order form, Statement of Work, Fee Agreement, or Change Order between Global Relay and Customer which sets out the specific Services subscribed for by Customer during the Term, in addition to other relevant information. Any Order Form, and all amendments or addendums thereto, incorporate by reference the terms and conditions of the Master Terms of Service as if fully set out in the Order Form. Each then-current applicable Order Form(s) is incorporated as part of the Agreement.

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

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

“Personal Data” means any information relating to a Data Subject. In the context of this Agreement, Personal Data means Personal Data, to the extent that such information is Processed in connection with the provision of the applicable Services and is protected under applicable Data Protection Laws. For the avoidance of doubt, Personal Data shall include, but not be limited to: (a) “NPPI”, non-public personal information as further defined under the Gramm-Leach-Bliley Act or GLB (15 U.S.C. § 6801 et seq.); (b) PII and other sensitive personal data, such as name, address, telephone number, date and place of birth, mother’s maiden name, race, marital status, gender, information regarding an individual’s education, criminal history, employment history or sexuality; (c) “Personal Data” as that term is defined in European Union General Data Protection Directive (Regulation (EU) 2016/679 repealing Data Protection Directive 95/46/EC) and national Applicable Law enacted by European Union members to implement it, on the protection of EU Data Subjects with regard to Processing of Personal Data and the free movement of such Personal Data (“GDPR”); (d) “Personal Information” as that term is defined in the California Consumer Privacy Act, 2018, Cal. Civ. Code § 1798.100, or in the Standards for the Protection of Personal Information of Residents of the Commonwealth of Massachusetts, 201 CMR 17.00, as applicable; (e) “protected health information” or “PHI” as defined under the Health and Insurance Portability and Accountability Act of 1996 (HIPAA), such as insurance information, medical prognosis, diagnosis information, genetic information, or biometric records; and/or (e) other information given protected status under any Data Protection Law applicable to the Services under the Agreement.

“Personally Identifiable Information” or “PII” means any information as it relates to any non-public name of Customer’s clients or employees that is disclosed to or accessed by Global Relay in connection with the Agreement that could be used to identify an individual either individually or when combined with any of the following related data elements:

• social security number/social insurance number;
• driver’s license number, passport number or other government issued ID numbers;
• account number, credit or debit card number (in combination with any required security code, access code, or password that would permit access to the individual’s financial account);
• medical or health insurance information
• unique biometric data; or
• a username or email address, in combination with a password or security question and answer that would permit access to an online account.

“Price(s)” means the pricing and rates for the Services, set out in the applicable Order Form.

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

“Process” or “Processing” or “Processed” means any operation or set of operations which is performed on the Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Professional Services” means certain professional support services provided by Global Relay’s Audit & eDiscovery, Data Services, Project Management, and Technical Services teams as further set out in Section 2.9 (Professional Services) of MTOS.

“Provisioning” means the setup, activation and testing of any Services, Data Types, Accounts, or Users on Global Relay’s Systems for Customer as further set out in Section 2.3(a) (Provisioning) of MTOS.

“Receiving Party” means the party directly or indirectly receiving the other party’s Confidential Information.

“Regular Maintenance” means the normal service maintenance typically scheduled between the hours of (i) 1:00am to 11:00 am Saturday GMT [which translates to 5:00 pm (Friday-Saturday) to 3:00 am PST/Vancouver]; or (ii) 12:00 am to 6:00 pm Sunday GMT [which translates to 4:00 pm (Saturday-Sunday) to 9:00 am PST/Vancouver]; or (iii) 4:00 am to 8:00 am Tuesday GMT [which translates to 8:00 pm to midnight (Monday) PST/Vancouver]; or (iv) 4:00 am to 8:00 am Thursday GMT [which translates to 8:00 pm to midnight (Wednesday) PST/Vancouver]. Some components may use maintenance windows at different times in order to minimize impact to customers (for example, some systems may be idle during Business Hours and busiest overnight). Global Relay reserves the right to revise the scheduling of Regular Maintenance in its reasonable discretion.

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

“Renewal Term” has the meaning set out in Section 13.1 (Term) of MTOS.

“Retention Term” means the period of time each message comprising of Customer’s Archived Data is set to be retained and made available in Global Relay Archive until final disposition, subject to Customer during the Retention Term: (a) remaining a full paying customer where (i) subscription minimums (Section 9.4 of MTOS) are maintained, or (ii) a Static Archive is engaged to extend the storage and availability of all or some Archived Data. Retention Term can be extended for a Fee for each additional year. Any Archived Data outside of the Retention Term is subject to additional Fees (as set out in the applicable Order Form, or otherwise at Global Relay’s then-current standard rates) or deletion, at Global Relay’s exclusive option. Retention Term is independent of any Order Form Term or Agreement Term.

“Sanctioned Person” means a country or a Person whose activities have been restricted, prohibited, or affected by Economic Sanctions.

 “Security Incident” means  the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in a Global Relay information System.

“Schedule” means the most current version of each schedule list in Section 14.6(d) (Schedules) of MTOS that is incorporated by reference and deemed to be a part of the Agreement.

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

“Site” means each data center location used by Global Relay to house and operate the Services.

“Source Data” means a Third Party Network data type.

“Specifications” means: (a) the standard published specifications for the Services; (b) any supplemental description of technical, functional, design, performance, restrictions, limitations in the applicable technical Documentation; and (c) any specifications or description set out or incorporated by reference in an applicable Order Form.

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

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

“Subcontractor” means an individual or service provider that is a subcontractor engaged by Global Relay to perform any of its material obligations relating to providing the Services under the Agreement (but excluding any individual or service provider retained by Global Relay from time to time in the ordinary course of business not as a part of the Services provided to Customer, and excluding Global Relay Personnel).

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

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

“System(s)” means computer equipment, servers, data storage devices, Internet connections, software operating systems, and any hardware or software networking device, including but not limited to hubs, switches, routers, and firewalls used to Process data in connection with the Services. References to “Systems” will be specified as “Customer Systems” or “Global Relay Systems” where that distinction is relevant.

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

“Taxes” has the meaning set out in Section 9.8 (Taxes of Customer) of MTOS.

“Term” means the time period Customer has subscribed for the Services, including Initial Term and any subsequent Renewal Terms.

“Test Environment” has the meaning set out in Section 2.4 (Demos and Betas; Test Environment) of MTOS.

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

“Third Party Platform” means any technology or communication platform, email hosting, public, consumer or private instant message or collaboration network, social network, add-on, service, software, API, or application, or the content thereof, operated, controlled, or provided by any third party that Customer elects to integrate or enable for use with the Services, including but not limited to AIM, Yahoo!, MSN, GoogleTalk, Actiance, Bloomberg, LSEG, ICE Chat (YellowJacket), Pivot (CME), Slack, Microsoft OCS/Lync/Skype/Team, Cisco Webex, CUPS and Spark, BlackBerry, LivePerson, OpenFire, SalesForce Chatter, Yammer, ePulse, Jive, Symphony, VoxSmart, LinkedIn, Sales Navigator, Twitter, Facebook, Green Key, Cloud 9, RedBox, CellTrust, MobileGuard, TeleMessage, X, Meta, Reddit, Atlassian, AT&T, Bell, O2, Telefonica, WhatsApp, Vonage, Twilio, and Bandwidth (this list is subject to change at any time). Also referred to as “Third Party Networks”.

“Third Party Terms of Use” means any terms of service, terms of use, or EULA provided by, required by any Third Party Platform or federation with any Third Party Platform, or other third party, as further set out in Section 6.2 (Third Party Platform Terms of Use) of the MTOS, including, but not limited to, the Third Party Terms of Use accessible here.

“Third Party Overage” means any applicable Third Party Usage Fees (e.g., WhatsApp Business) related to Global Relay Message / App in a particular month that exceed a Customer’s Monthly Usage Allowance (“Overage“) plus a Global Relay platform processing, administrative & handling fee which shall be equal to 80% of the Overage or $100, whichever is greater.

“Transition Assistance Services” has the meaning set out in Section 13.2(d) (Transition Services) of MTOS.

“True-up” means the right of Global Relay, with Customer’s reasonable cooperation, to perform a reconciliation of actual usage/Account numbers versus then-current quantities of Customer’s Services, Users, or Account subscriptions under the then-current Order Form(s), as further set out in Section 9.3 (True-Ups) of MTOS.

“Usage Data” means Global Relay’s internal technical logs, data and learnings generated by the Services about Customer’s use of the Services, but excluding Archived Data.

“User” means each employee, representative, agent, independent contractor, auditor, reviewer and/or other third party (automated or otherwise) of Customer and/or its Affiliate(s) that (i) has one or more Accounts in connection with the Services; and/or (ii) to which Customer or its Affiliates gives access to the Services for use on behalf of such party.

“User ID” means a unique User identification name and password for log in, access to and use of the Services.

“Voice/Video Data Type Category” includes Connectors for Cloud9 [Voice], Corporate Voice Capture, Microsoft Teams Voice/Video via SharePoint, Voice [O2], Zoom (Meeting & Webinar-Audio, In-Meeting Chat), Zoom (Meeting & Webinar-Audio, Video, In Mtg Chat), Zoom Phone Recording, and any connectors for similar data types.

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

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