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Relay Human Cloud Online Terms & Conditions

Effective Date: May 31, 2022
Revision Date: December 1, 2023

THESE ONLINE TERMS AND CONDITIONS INCLUDING THE SUPPLEMENTAL TERMS (“TERMS”) ARE INCORPORATED INTO AND MADE PART OF EACH MASTER SERVICES AGREEMENT, ORDER FORM, STATEMENT OF WORK, OR OTHER DOCUMENT BETWEEN CUSTOMER AND RELAY HUMAN CLOUD, INC. (“RELAY”) THAT REFERENCES THESE TERMS AND FORM A MATERIAL PART OF THE BINDING AGREEMENT BETWEEN RELAY AND CUSTOMER.

RELAY PROVIDES SERVICES AND DELIVERABLES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS, AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH EACH TERM AND CONDITION HEREIN. CUSTOMER AGREES TO BE BOUND BY THE TERMS BY EXECUTING AN ORDER FORM, STATEMENT OF WORK, OR OTHER DOCUMENT THAT REFERENCES THESE TERMS. THE INDIVIDUAL ACTING ON BEHALF OF CUSTOMER, WHETHER CUSTOMER IS AN INDIVIDUAL, A COMPANY OR OTHER LEGAL ENTITY, REPRESENTS AND WARRANTS THAT THEY HAVE ALL RIGHTS, POWERS, AND AUTHORITY TO AGREE TO THESE TERMS ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO THESE TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS, RELAY IS UNDER NO OBLIGATION TO PROVIDE ANY SERVICES OR DELIVERABLES TO CUSTOMER.

BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM, OR (3) USING RELAY SERVICES (including on a trial basis), YOU ARE AGREEING TO THIS AGREEMENT. IF AN INDIVIDUAL IS ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY, OTHERWISE “CUSTOMER” SHALL REFER TO THE INDIVIDUAL ACCEPTING THIS AGREEMENT.

    1. Affiliate. Any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
    2. Agreement. The Terms and Supplemental Terms together with each applicable MSA, SOW, and Order Form, any attachments and/or appendix(ices) to an SOW or Order Form, or other similar document that references these Terms.
    3. Bench Resource. A Resource already hired by Relay and available for Placement with a Customer, usually for a common or standard Job.
    4. Bespoke Resource. A Resource that joins Relay as the result of recruiting process to fill a particular Job based on Customer’s needs.
    5. Confidential Information. Information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, vendors, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as “confidential.” Without limiting the foregoing, Customer’s Confidential Information shall include the Customer Data contained in documents or materials shared by Customer with Relay or any Resource, and for the avoidance of doubt, the terms and provisions of all leases, license agreements or other agreements shared by Customer with Relay or any Resource shall constitute trade secret information for Customer. Without limiting the foregoing,  Relay’s Intellectual Property, Software, and the financial terms of this Agreement are the Confidential Information of Relay. Confidential Information does not include information that the Receiving Party can demonstrate: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with these Terms; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with these Terms; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
    6. Customer. In the case of an individual accepting the Agreement on his or her own behalf, such individual, or in the case of an individual accepting the Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting these Terms by executing/entering an Order Form, and/or Statement of Work or other agreement that references these Terms.
    7. Customer Data. Any data (including personal data) as entered into, supplied or used by or on behalf of Customer with regard to the Services or Deliverables.
    8. Customer Delay. Customer’s failure to satisfy its responsibilities in a timely manner in any material respect.
    9. Deliverable(singular) and Deliverables (plural). The deliverables described in an Order Form.
    10. Disclosing Party. The Party disclosing Confidential Information to the other Party.
    11. Intellectual Property. Relay’s or its Affiliate’s or licensor’s preexisting proprietary information and methodologies for delivery of the Services set forth herein, document templates or project tools used by Relay to deliver the Services, software (if applicable), and materials in the Deliverables owned by Relay or any of its Affiliates; provided, however, for the avoidance of doubt, the foregoing shall in no event include the information derived from the Customer Data used within such document templates, service tools, software or materials.
    12. Job. A defined set of work-related activities with description of inputs, outputs, skills, and/or processes, as described in a job description.
    13. Law and Laws. Any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
    14. Mark or Marks. Trademarks, trade names, brands, logos and/or services marks.
    15. Master Services Agreementor MSA. The Master Services Agreement signed by Customer.
    16. Order Form. A request for specific Services to be provided pursuant to an order form that is signed by Customer and Relay or any of their Affiliates, including any schedules and/or addenda attached thereto.
    17. Party or Parties. Relay and Customer, individually or collectively.
    18. Person. An individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
    19. Placement. A Placement exists when a Resource is assigned to an open Position for a Customer and such Position is now filled and no longer open.
    20. Position. A Position is an available instance of a Job to be performed by a Resource. A Position can be open or filled, and a Customer may have multiple Positions related to a Job.
    21. Relay. Relay Human Cloud, Inc., a Delaware limited liability company, including any successors or assigns.
    22. Receiving Party. The Party receiving Confidential Information from the Disclosing Party.
    23. Representative. Any person representing a Party, whether an executive, officer, employee, subcontractor, agent, or other individual.
    24. Resource. An individual employed or contracted by Relay to perform work on behalf of Customer.
    25. Services. Certain services provided by Relay as described in an SOW or Order Form.
    26. Statement of Workor SOW. A Statement of Work defining Services to be provided pursuant to a Master Service Agreement.
    27. Supplemental Terms. The Service-specific terms set forth in Supplemental Terms documentation relating to Staff Hosting, Consulting and Best Practices, and Transition and Enterprise Services, as those may be updated by Relay from time to time. The Supplemental Terms are hereby incorporated into these Terms and any SOW or Order Form applicable to the Services described in the Supplemental Terms.
    28. Taxes. Any taxes, levies, duties or similar governmental assessments.
    29. Term. The term of any Services as set forth in an SOW or Order Form, unless earlier terminated as permitted in these Terms or the applicable Order Form.
    1. Scope. Relay shall provide Services to Customer pursuant to a Master Services Agreement and an Order Form. The Order Form may specify the Services, Deliverables, applicable fees, scope of work, project timelines, and Relay personnel assigned to provide the Services, as well additional documents such as project proposals, or other project order documents, all of which are incorporated herein by reference.
    2. Authorization and Modification. The MSA, each Order Form and each SOW (if applicable) must be signed on behalf of Customer by an authorized Representative of Customer. Any deviation from or modification to the MSA, a Order Form or a SOW must be set forth in writing and signed by both Parties. In the event of any conflict or inconsistency between the provisions of an Order Form and the provisions of the Agreement, the provisions of the Order Form will govern and control with respect to the interpretation of that Order Form; provided, however, that the provisions of the Order Form will be so construed as to give effect to the applicable provisions of the Agreement to the fullest extent possible.
    3. Binding Effect; Electronic Signature. By entering into an MSA, Order Form or SOW hereunder, a party thereto (including an Affiliate) agrees to be bound by the terms of the Agreement as if it were an original party thereto. Electronic signatures by either party are valid including by online “click”, and Customer agrees that any MSA, Order Form or SOW and related documents and records may be signed, created, kept and transmitted as electronic files only.
    4. Subcontractors. Relay may subcontract with Relay vendors and Affiliates to provide the Services. Such vendors and Affiliates will abide by the confidentiality and security provisions in the Agreement.
    5. Acceptance of Deliverables. Unless otherwise agreed to in an Order Form, Customer shall have ten (10) business days following Relay’s delivery of any Deliverable described in an Order Form to accept the Deliverable if applicable. For avoidance of doubt, there is no specific deliverable associated with the Placement of a Resource for Staff Hosting Services. Customer’s acceptance shall be deemed to have occurred upon the expiration of the ten business day review period. If Customer does not accept the Deliverable, Relay shall have a reasonable period of time (not to exceed thirty (30) business days unless otherwise agreed to by the Parties) to remedy the deficiencies or to present a plan to remedy the deficiency which is reasonably acceptable to Customer, its acceptance not to be unreasonably withheld, conditioned or delayed.
  3. CUSTOMER OBLIGATIONS.
    1. Customer Responsibilities. Customer agrees to fulfill its responsibilities set forth in an MSA, SOW, or Order Form and to cooperate with Relay as reasonably necessary for Relay to perform the Services set forth in the Agreement. If Customer’s act or omission causes a Customer Delay, then any resulting delay or effect upon Relay’s performance under the Order Form shall be excused or extended for the amount of time caused by Customer Delay, plus any additional time reasonably necessary for Relay to re-engage following the Customer Delay. Notwithstanding anything herein to the contrary, if Customer fails to respond to Relay’s communications regarding an alleged Customer Delay, Relay may, in addition to any rights it may have, and at its option, suspend all work under an Order Form or terminate the Order Form.
    2. Customer Representations. Customer represents and warrants that (a) it has all necessary rights, title, and interest in and to all content, software, data, programs, artwork, and designs which are provided to or Relay or its Affiliate or Personnel under the Agreement, (b) it will comply with all applicable Laws with respect to its use of the Services and Deliverables, (c) Customer is not under any pre-existing obligation inconsistent with the Agreement; and (d) it is duly authorized to enter into the Agreement with Relay.
  4. FEES, PAYMENT AND TAXES.
    1. Fees for Services. Customer will pay Relay the fees specified in each Order Form. Unless otherwise specified in the applicable Order Form, actual and reasonable expenses incurred by Relay in connection with the Services shall be charged to Customer in addition to the stated fees, so long as such expenses are consistent with the Order Form or otherwise approved in writing by Customer.
    2. Invoicing and Payment. Customer is responsible for providing complete and accurate billing and contact information to Relay and notifying Relay of any changes to such information. Unless otherwise stated in an Order Form, Relay shall invoice Customer in advance of all future Services being provided so that Relay is not in arrears for any services rendered. Customer shall pay Relay within fifteen (15) days by way of ACH upon invoice delivery for any of the Services and expenses provided or incurred hereunder. Relay may require a deposit of one month’s estimated costs in advance, at the commencement of or at any time during the Services.
    3. Late Fees. Relay may give notice to Customer of its failure to pay fees or comply with any other obligation required of Customer, and if Customer does not cure the failure within 15 days after notice by Relay, then Relay may, in addition or in the alternative to exercising any other right or remedy available under the Agreement or by law, (a) Relay may charge Customer interest and late fees on any overdue and unpaid portion of the Fees in an amount of five percent (5.00%) per month or the highest amount allowed by law, whichever is less ; (b) accelerate any unpaid fee amounts owed by Customer so that all become immediately due and payable, and/or (c) terminate Customer’s license to, use of, or access to the Services and Deliverables. Relay will not exercise its rights under this Section for any fee amounts which Customer is reasonably disputing and cooperating diligently and in good faith to resolve the dispute; however, if the dispute is not resolved within thirty (30) days, Customer shall pay any disputed amount.
    4. Taxes. Relay’s fees do not include any Taxes payable by Customer. Customer is responsible for paying all Taxes assessed in connection with its use of the Services or Deliverables. If Relay is obligated to collect or remit Taxes for which Customer is responsible, even if such assessment is determined after such Services have been invoiced, Relay will invoice Customer and Customer will pay that amount or provide a valid tax exempt certificate issued by the appropriate taxing authority. Relay is solely responsible for Taxes assessable against it based on its income, property, or employees.
    5. Rate Increases. Relay may increase its rates as needed to address issues including but not limited to inflation, foreign currency exchange rate changes, and other factors that may impact the quality of our service, etc. Such increases are independent of any increases as permitted in applicable Supplemental Terms, MSA, SOW, or Order Form.
  5. TERM AND TERMINATION.
    1. Term. The Term of the Agreement commences as of the Effective Date of the first Order Form between the Parties and continues in effect until the termination of the last Order Form, unless terminated earlier pursuant to any of the Agreement’s express provisions.
    2. Termination for any Reason. Unless otherwise described in the Order Form, either Party may terminate an Order Form for any reason (or without reason) by providing written notice to the other Party at least thirty (30) days prior to the effective date of termination. In the event Customer terminates any Order Form pursuant to this Section, Customer shall pay Relay all fees incurred under all terminated Order Forms through the effective date of termination. Termination of an Order Form only shall not have the effect of terminating the Agreement or other Order Forms, if any. However, termination of the entire Agreement shall terminate all Order Forms, if any, between the Parties.
    3. Termination for Breach. In the event either Party materially breaches any provision of the Agreement and fails to remedy such breach within thirty (30) calendar days of receipt of written notice from the other Party, then such other Party may immediately terminate the Agreement and/or the applicable Order Form upon written notice of termination. Notwithstanding the foregoing, Relay may suspend performance under an Order Form due to Customer’s failure to fully pay the amount due, as set forth therein, after ten (10) calendar days prior written notice by Relay to Customer. Additionally, either Party may immediately terminate the Agreement and any Order Form then in effect upon written notice to the other Party in the event the other Party (a) discontinues its business; (b) files a petition for bankruptcy; (c) becomes insolvent; or (d) makes an assignment for the benefit of creditors. In the event of termination pursuant to this Section, Customer shall pay Relay all fees incurred under any Order Form through the effective date of termination.
    4. Mutual Agreement to Terminate. The Parties may mutually agree in writing, at any time, to terminate this Agreement or any Order Form.
    5. Customer Data. Following termination of an Agreement, Customer may request by written notice to Relay the return of all Confidential Information in Relay’s possession to Customer or destruction of same and cause an authorized signatory to certify to the foregoing.  Nothing contained herein shall require the destruction, deletion or modification of Confidential Information contained in backup electronic media made pursuant to  security and/or disaster recovery procedures in the ordinary course of business; provided, further that such backups or other archived media shall only be accessible by information technology personnel and shall not be accessed or used for any purpose other than as permitted hereunder and Relay or the Receiving Party will continue to be bound by their obligations under the Agreement and Terms.
    6. Survival. In the event of any termination of this Agreement for any reason, all provisions of this Agreement whose meaning requires them to survive shall survive the expiration or termination of this Agreement, including, but not limited to any payment obligation accrued by Customer hereunder.
  6. DELIVERABLES AND PROPRIETARY INFORMATION
    1. Deliverables. Except as set forth below, all Deliverables expressly created for Customer by Relay shall be considered “work made for hire” and shall be the sole and exclusive property of Customer. In the event any rights do not vest in Customer, the Parties agree and understand that Relay shall grant and assign to Customer all such rights in such Deliverables. Deliverables shall not include Relay’s or its Affiliate’s Intellectual Property or Confidential Information. Nothing herein shall be interpreted to prevent Relay from performing similar services for any other customer. Unless otherwise set forth in an Order Form, in the event any of Relay’s Intellectual Property is required to use the Deliverables or receive benefit from the Services, Relay hereby grants to Customer a perpetual, nonexclusive, royalty-free, limited license to use, execute, reproduce, display, perform, and distribute copies of the Relay Intellectual Property specifically required to use the Deliverables, solely for Customer’s internal business purposes. A breach of Customer’s limited license hereunder shall immediately terminate the license set forth in this Section.
    2. Use of Trademarks. Unless otherwise stated in an Order Form, Customer hereby grants to Relay a limited non-exclusive license to use any and all Marks of Customer for purposes of press releases, publicity, branding, marketing and distribution of identifying Services and Deliverables of Relay as set forth in an Order Form or SOW and for no other purpose. Relay acknowledges that such Marks remain the proprietary property of Customer and Relay shall have no right to use any such Mark outside the scope of the Agreement. Relay acknowledges and shall not challenge Customer’s exclusive ownership of the Marks and the validity of the same. If Relay acquires any goodwill in any of the Marks, all such goodwill shall automatically vest in Customer when and as, on an ongoing basis, such acquisition of goodwill occurs, without anny separate payment or other consideration of any kind.
    3. Data Security. Relay will use commercially reasonable methods in providing the Services. Relay has implemented and will maintain, at its discretion, appropriate technical and organizational measures, information security policies, technologies, and safeguards, to preserve the security, integrity, and confidentiality of Customer Data and personal data and to protect against unauthorized or unlawful disclosure, corruption, or access to personal data.
    4. Customer Data. Relay will use commercially reasonable methods in providing the Services. Relay has implemented and will maintain, at its discretion, appropriate technical and organizational measures, information security policies, technologies, and safeguards, to preserve the security, integrity, and confidentiality of Customer Data and personal data and to protect against unauthorized or unlawful disclosure, corruption, or access to personal data. Other than a specifically provided in Section 6.c, Customer is responsible for Customer Data. Further, Customer is solely responsible for determining the suitability of the Services for Customer’s business and complying with any applicable data privacy and protection Laws applicable to Customer Data and Customer’s use of the Services. Customer grants to Relay a non-exclusive right to process Customer Data (including personal data) in accordance with the applicable data protection provisions and the technical and organizational measures for the sole purpose of and only to the extent necessary for Relay: (a) to provide the Services and Deliverables; (b) to verify Customer’s compliance with the restrictions set forth herein if Relay has a reasonable belief of Customer’s non-compliance; and (c) as otherwise set forth in the Agreement. In the event Relay becomes aware of any potential or actual breach of Customer Data caused by Relay or any Resources, including, but not limited to a breach of security leading to the knowing, accidental or unauthorized destruction, loss, alteration, disclosure of, access to, exfiltration or theft of Customer Data (a “Data Security Incident”), Relay shall notify Customer in writing at the earliest opportunity after becoming aware of the potential or actual Data Security Incident.
    1. Protection of Confidential Information. In connection with the Agreement, each Disclosing Party may disclose or make available certain Confidential Information to the Receiving Party. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a)  not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with the Agreement; (b)  except as may be permitted under the terms and conditions of this Section 7, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with the Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 7; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 7; (c)  safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; (d) use reasonable efforts to promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and to prevent further unauthorized use or disclosure; and (e)  ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 7. Notwithstanding any other provisions of the Agreement, the Receiving Party’s obligations under this Section 7 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives. Relay shall use reasonable efforts to ensure that all Resources working with Customer shall comply with the confidentiality obligations set forth in this Section 7.
    2. Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party will: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party will disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
    3. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by the Receiving Party of any of its obligations under Section 7 of these Terms would cause the Disclosing Party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the Disclosing Party will be entitled to seek equitable relief, including in a restraining order, an injunction, specific performance, and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
  8. LIMITATION OF LIABILITY, LIMITED WARRANTY, INDEMNIFICATION.
    1. Liability. EXCEPT WITH RESPECT TO A BREACH OF THE DATA SECURITY OBLIGATIONS SET FORTH IN SECTION 6(d) OF THE TERMS AND THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 7 OF THE TERMS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUES, OR SAVINGS, OR THE LOSS OR USE OF ANY DATA OR DAMAGE TO ANY SOFTWARE, HARDWARE, OR CODE, EVEN IF THE PARTY HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. UNDER NO CIRCUMSTANCES SHALL RELAY’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, EXCEED THREE (3) TIMES THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO RELAY UNDER THE ORDER FORM FROM WHICH THE CLAIM ARISES FOR THE TWELVE MONTHS PRECEDING THE DATE OF THE CLAIM.
    2. Limited Warranty. Each Party represents, warrants and covenants to the other Party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses and authorizations it grants and is required to grant under the Agreement; (c) the execution of all or any part of the Agreement by its representative whose signature is set forth at the end of the Order Form has been duly authorized by all necessary corporate or organizational action of such Party; and (d) when the applicable Order Form is executed and delivered by both Parties, it will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, ALL DELIVERABLES AND SERVICES ARE PROVIDED “AS-IS” AND RELAY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING, WITHOUT LIMITATION, THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE OF, ANY SERVICE, WEBSITE, OR OTHER DELIVERABLES PROVIDED UNDER ANY Order Form. RELAY DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF ANY WEBSITE OR OTHER DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER AGREES AND UNDERSTANDS THAT RELAY TAKES NO RESPONSIBILITY FOR ALL DATA OR FILES AFTER SUCH DATA OR FILES ARE DELIVERED TO CUSTOMER. CUSTOMER ACKNOWLEDGES THAT IT IS A SOPHISTICATED PARTY AND RECOGNIZES AND AGREES THAT THIS PROVISION IS AN IMPORTANT FACTOR IN RELAY’S WILLINGNESS TO PERFORM SERVICES HEREUNDER.
    3. Indemnification. Customer shall indemnify, defend, and hold harmless Relay and its Affiliates, officers, directors, employees, agents, successors, and assigns, from and against all claims, demands, liabilities, damages, and costs including, without limitation, its reasonable attorneys’ fees and other costs of defense, arising from or relating to (a) the use of the Service and Deliverables in the conduct of its business; (b) any violation of applicable Law; or (c) any claims of infringement by Customer of the intellectual property rights of any third party, except to the extent arising from or relating to Relay’s or a Resource’s gross negligence, willful misconduct, violation of applicable Law or breach of this Agreement (the “Excluded Claims”) unless resulting from the guidance, direction or request of Customer. Subject to the limits in the Agreement and Terms, Relay shall indemnify, defend and hold harmless Customer and its Affiliates, officers, directors, employees, agents, successors, and assigns, from and against all claims, demands, liabilities, damages, and costs including, without limitation, its reasonable attorneys’ fees and other costs of defense, to the extent arising from or relating to the Excluded Claims, except to the extent arising from or relating to Customer’s gross negligence, willful misconduct, violation of applicable Law or breach of this Agreement, or guidance, direction or request of Customer to a Resource.
    4. Indemnification Process. The Party seeking indemnification (i.e., the Indemnity) shall provide the other Party (i.e., the indemnifying Party) prompt written notice of any knowledge it may have of such an infringement or other indemnity claim, and the Indemnity shall reasonably cooperate in the defense and settlement of any such claim. The indemnifying Party shall have the right to control the defense, negotiation and settlement of any such claim and the indemnifying Party shall pay all damages and costs awarded by a court of competent jurisdiction against Indemnity arising out of such claim or the amount of any settlement to which the indemnifying Party may agree, subject to the limitations herein. The party controlling such defense shall keep the other party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other party with respect thereto and such other party shall reasonably cooperate with the party controlling the defense.
  9. ADDITIONAL TERMS
    1. Relationship between the Parties. The Parties are acting hereunder as independent contractors. Relay shall not be considered or deemed to be an agent, employee, joint venturer or partner of Customer. Relay’s Representatives or Resources shall not be considered employees of Customer, shall not be entitled to any benefits that Customer grants its employees and have no authority to act or purport to act on Customer’s behalf. Neither Customer nor Relay has the right, and shall not seek, to exercise any control over the other Party. Each Party shall be solely responsible for hiring, firing, promoting, demoting, rates of pay, paying taxes, benefits and other terms and conditions in regard to its own Representatives and/or Resources.
    2. Non-solicitation, Non-hire. Relay and Customer agree that during the Term of the Agreement and for a period of twenty-four (24) months thereafter (or such lesser time as dictated by applicable law or statute), neither shall hire, solicit for employment or retention as an independent contractor (whether directly or through an intermediary or other service provider) any employee or independent contractor, or former employee or independent contractor, of the other who provided any Services. Solicitation under this Section shall not be deemed to include advertising in newspapers or trade publications available to the public. Upon any breach of this Non-Solicitation provision, the breaching Party shall pay the other Party the equivalent of twelve (12) month’s salary of the employee hired or solicited, as liquidated damages, plus any other costs, expenses, or damages recoverable under the Agreement and applicable law.
    3. Assignment. Customer may not assign or transfer all or any portion of the Agreement or any of its obligations hereunder without prior written consent of Relay. Subject to the foregoing, the Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and permitted assigns. Any assignment or assumption without Relay’s prior written consent shall be null and void. Relay may assign the Agreement, in whole or in part, at any time, including but not limited to, as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets or business to which the Agreement relates.
    4. Governing Law; Jurisdiction. All disputes arising out of or relating to the Agreement or the interpretation, validity, or enforceability thereof will be governed by the laws of the United States of America and the State of Texas as though the Agreement had been made and performed in that state by its residents, without regard to conflicts of law rules. The parties exclude the application of (i) the United Nations Convention on Contracts for the International Sale of Goods; (ii) the Uniform Computer Information Transactions Act (“UCITA”); and (iii) the American Law Institute’s Principles of the Law of Software Contracts. The state and federal courts having subject-matter jurisdiction in Dallas , Dallas County, Texas will have exclusive jurisdiction of any action or proceeding arising out of or relating to the Agreement or any transaction or relationship resulting from it and the parties hereby agree that this Agreement is performable at least in part in Dallas County, Texas. Each party consents to personal jurisdiction in such court(s), agrees not to contest the same, and agrees not to assert any claim of inconvenient venue. Each party consents to service of process by certified mail, return receipt requested, or by established overnight courier with proof of delivery or refusal (e.g., FedEx or UPS).
    5. Early Neutral Mediation (Non-Binding). In any dispute, at either Party’s request, the Parties will jointly consult an experienced, knowledgeable, neutral individual, informally in a non-binding mediation. A Party s not required to request mediation prior to pursuing any remedy hereunder.
    6. Savings Clause. If any provision of the Agreement is held to be invalid, void, unenforceable, or otherwise defective by a court or other tribunal of competent jurisdiction, then (a) all other provisions will remain enforceable, and (b) such provision will be deemed modified to the minimum extent necessary to cure the defect.
    7. Force Majeure. Neither Party will be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout, pandemic or interruption or failure of electricity or telecommunications service (for example, Internet failures). This section shall not apply to the inability to pay any sum of money due under any agreement or Order Form or the failure to perform any other obligation due to the lack of money or inability to raise capital or borrow for any purpose.
    8. Language. By express agreement of the Parties, the Agreement is written in and shall be interpreted for all purposes in accordance with the English language as used in the United States of America.
    9. Notices. Except as otherwise expressly set forth in the Agreement, any notice, request, consent, claim, demand, waiver, or other communication under the Agreement have legal effect only if in writing and addressed to a Party at the address designated in the SOW or Order Form (or to such other address or such other person that such addressee Party may designate from time to time in writing). Notices to Customer shall be delivered as set forth in any applicable SOW or Order Form. Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; and (c) on the fifth (5th) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. Notices delivered by email to an authorized representative of the Party and acknowledged by reply are deemed effective hereunder.
    10. Privacy. Customer agrees that Relay and its Affiliates and licensors may collect, store, use, compile, modify, translate, and/or disclose information that Customer processes, transmits, or stores using the software made available as part of the Services or as required by Law, for the purpose of developing, servicing or maintaining the Services.
    11. Waivers. Except as expressly provided otherwise herein, waivers concerning the Agreement must be in express, signed writings. Each party agrees not to assert a waiver that does not comply with the previous sentence.
    12. Interpretation. For purposes of these Terms: (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to these Terms as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in these Terms: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices [attached] to, these Terms; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend these Terms to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of these Terms to the same extent as if they were set forth verbatim herein.
    13. Headings. The headings in these Terms are for reference only and do not affect the interpretation of the Agreement.
    14. Entire Agreement / Amendments. (a) The Agreement is the Parties’ final, complete, exclusive, and binding statement of the terms and conditions of their agreement concerning its subject matter. (b) Each Party represents and warrants that it is sophisticated in the subject matter hereof and that, in entering into the Agreement, that party is not relying on any promises, warranties, or representations by the other party that are not stated in (or expressly incorporated by reference into) the Agreement. (c) These Terms may be amended at any time by Relay, provided that Relay will endeavor to give Customer reasonable notice prior to the amended Terms becoming effective. (d) If Customer provides Relay (or previously provided Relay) with a purchase order or similar document, any terms, conditions, or provisions appearing therein (other than as to identification of the Software and of the number and types of licenses, and optionally of any maintenance or any training or consulting services being purchased) will be given effect if and only if the purchase order meets the amendment requirements of this Section. No vendor, distributor, reseller, dealer, retailer, or other person (other than an authorized officer of Relay) is authorized to modify all or any part of the Agreement nor to make any warranty, representation or promise that is different than, or in addition to, the representations and promises of the Agreement.

SUPPLEMENTAL TERMS – STAFF HOSTING

  1. OVERVIEW
    1. Staff Hosting Supplemental Terms Overview. Staff Hosting Services are intended to disaggregate certain logistical and administrative activities from a traditional Employer-Employee relationship, so Customer may more easily work with dedicated Resources without establishing its own office and administrative infrastructure. Each Relay customer is responsible for selecting, managing, and directing the work of its Resources, while Relay performs other tasks in a centralized manner for all Resources. This hybrid approach to management necessitates various requirements and restrictions that, while novel to a traditional Employer-Employee relationship, are important to help promote a positive overall experience. Accordingly, Customer agrees to abide by the Supplemental Terms incorporated herein.
    2. Changes to Terms; Interpretation. The Supplemental Terms are intended to address a range of issues across multiple jurisdictions so are, of necessity, dynamic and subject to change and interpretation based on evolving factors and situations. Relay reserves the right to change these Terms at its sole and reasonable discretion, and to interpret any applications thereof in its reasonable judgment.  The revised terms shall be effective thirty (30) days after posting of the updated terms to the Relay website and Relay shall use reasonable efforts to announce or flag for customers that the Terms have been updated.
  2. ACCEPTANCE & ONBOARDING OF RESOURCES.
    1. Candidate Acceptance. In the case of Bespoke Positions not immediately filled by Bench Resource, Customer will indicate acceptance of a presented Candidate in writing, either by an Authorization to Hire form, or by email. Candidates may be presented to multiple customers so may not be available for acceptance even though presented; accordingly, acceptance is subject to confirmation by Relay.
    2. Click to Accept. For Customers with an existing Staff Hosting Order Form or SOW, clicking a “Hire Now” or “Add to My Team” or similar button will constitute adding that Resource to an Order Form and creating a Placement. If no Job is specified, the Resource will be assigned to an appropriate Job unless Customer designates one.
    3. Relay recommends that Customer onboard a newly placed Resource in accordance with Relay’s best practices; Customer acknowledges that failing to do so may increase the risk of adverse outcomes.
    4. Relay will work with Customer to define Job descriptions consistent with Relay’s existing templates and advertise open Positions via posting to applicable local channels, social media, resume databases, and other reasonable methods based on the Positions.  Relay will Identify, screen, and interview candidates for Customer’s open Positions and present candidates to Customer for approval. Relay will negotiate terms of employment with Candidates, conduct at its discretion pre-employment screening and testing of Resources, including background checks (if applicable) and related recordkeeping.  Relay will manage logistical and regulatory tasks associated with onboarding a new Resource.  Recruiting Services are limited to the administrative activities described herein and exclude any representation regarding outcomes such as i) the ability to find candidates with a given skill set or compensation level, or ii) the suitability of a candidate to be able to perform the work for which they are selected.
    1. Utilization of Relay Software. Customer shall, if requested by Relay, utilize software provided by Relay as the method for communicating with Resources for assignments, work tasks, HR matters, and other basic aspects of the Services, and Relay will work with Customer to establish a non-administrative login, web form, custom email address, or other method for achieving same.
    2. Initial Re-Direction and Correction. Customer may address basic work issues and initial reprimands directly with a Resource, but all subsequent corrective counseling, performance plans, or disciplinary activities will be informed to Relay by Customer and acted upon by Relay.
    3. Interaction with Resources. Customer agrees to treat Resources with respect and in accordance with all applicable laws and regulations, including any regulations regarding harassment.
    4. Prohibited Communications. CUSTOMER IS PROHIBITED FROM COMMUNICATING DIRECTLY WITH RESOURCES (OR POTENTIAL RESOURCES) REGARDING ANY OF THE FOLLOWING TOPICS: VACATION, PERMITS, PERMISSIONS, RATES, SALARIES, PAY, RAISES AND BONUSES. THESE TOPICS ARE STRICTLY CONFIDENTIAL MUST BE ADDRESSED DIRECTLY WITH RELAY.
  4. ADMINISTRATIVE AND OTHER ITEMS.
    1. Employer of Record. Relay will at all times be the employer of record for the Resources, and will provide applicable support such as payroll, technology help, and similar services to the Resources. Relay will bear all the responsibilities of an employer including, but not limited to, the payment of wages; withholding and transmitting applicable taxes and other required deductions; compliance with occupational health and safety standards; and compliance with all applicable labor and employment laws. Relay is responsible for all personnel expenses in accordance with applicable laws.
    2. Service Interruptions. Services may be interrupted by internet or communications system failures and outages, and Relay shall not be liable for such interruptions and outages.
    3. Customer Non-Compete. Customer agrees that it will not, either during the Term of the Parties’ business relationship or any Order Form, and for a thirty-six (36) month period after the termination of any Order Form, establish a business to provide temporary or contract workers to companies, or to otherwise offer competing Services in any location where Resources are or were located.
    4. Offers to Other Customers’ Resources. Customer shall not make offers to hire Resources assigned to other Relay customers, and will not solicit or entertain conversations to that effect. If a Resource is no longer assigned to a different Relay customer, Relay will in its sole and absolute discretion determine whether and where to reassign that Resource.
    5. Best Practices Documentation. Relay may provide Best Practices Documentation from time to time in various formats. Customer acknowledges that the Best Practices are relevant to reducing risk and promoting successful outcomes.
    6. Other Administrative Services.  Relay will require Resources to sign Relay’s confidentiality agreement with assignment of intellectual property rights before beginning a Placement with Customer.  Relay will manage progressive discipline program including documentation, counseling, corrective actions or performance plans, up to termination (with input as applicable from Customer as warranted based on circumstances), and Provide Customer with such reports as Customer may reasonably request pertaining to Resources.
    7. Culture Services.  Relay will provide the following:

 

  • Required Training. Provide required training consistent with federal, state, and local laws, including those regarding anti-harassment, anti-retaliation, anti-discrimination, workplace safety training, as required.

– Relay Training. Provide, at Relay’s discretion, training regarding various issues relating to language, global workforce participation, cultural awareness, business fundamentals, cyber security, and subject-matter expertise.

– Events. Conduct various office-oriented events such as cultural celebrations, contests, activity days, special meals, and similar, at Relay’s discretion.

– Counseling & Feedback. Interact directly with Resources to help provide feedback and counseling regarding working with international counterparties, as needed.

– Annual Awards. Provide annual awards in various categories and other employee recognition programs.

– Resource Check-In. Conduct regular check-ins with Resources to ascertain employee satisfaction and help identify potential issues before they become acute.

– Social Media. Maintain social media channels and content posting programs, often featuring individual Resources.

    1. Relay Termination. Relay may elect to terminate any Resource for reasons such as disciplinary actions, violations of Relay’s policies, interpersonal or behavior issues, and other similar situations at any time and will make reasonable efforts to notify Customer promptly thereof.
    2. Customer Resource Termination or Reassignment. If Customer desires to remove any Resource from Customer’s account, Customer must not communicate this to the Resource but instead provide thirty (30) days advance notice to Relay. Relay will coordinate the termination or reassignment of the Resource. Removing a Resource does not terminate the Agreement.
    3. Removal of Bespoke Resources. If Customer elects to remove a Bespoke resource during the first 12 months after Placement, Customer will pay a fee of two times the then-current monthly fee for that Resource.
  2. TIMING AND WORK ITEMS.
    1. Overtime. A Resource will not be required to work overtime or on vacations or holidays unless requested by Customer and approved in advance by Relay. Relay will be responsible for notifying the Resource of any overtime requests. Overtime work will be invoiced by Relay the higher of 1.5x the normal rate for the Resource or its overtime rate for the jurisdiction where the Resource works.
    2. Vacations, Holidays, and PTO. Unless otherwise agreed by the Parties in writing, (i) Resources in a particular country will have the holidays off applicable to that country, as generally set forth in the list of holidays provided by Relay to Customer, (ii) Resources will have paid and unpaid medical leave and paid and unpaid vacation days as required under the laws and regulations of their country. Relay may update the list of holidays at any time by making available to Customer an updated version. Relay is responsible for pre-approving any vacation requests from Resources, subject to Customer’s approval which will not be unreasonably withheld, delayed or conditioned.
    3. Accrued PTO. Customer acknowledges that a Resource may have accrued vacation days or personal time off (“PTO”) days prior to being assigned to Customer’s account, and the accrued vacation and time off is based on the Resource’s time with Relay, not the time with Customer. Relay will use commercially reasonable efforts to notify Customer of any accrued PTO and the Resource’s intent to use PTO time in the initial 45 days such Resource is assigned to Customer’s account.
    4. Shift Timing & Assignment. Each Resource will be assigned to a shift. The shift time for each Resource will be as set forth in Schedule 2 to the Staff Hosting Supplemental Terms. Relay may update shift times upon written notice to Customer (including, without limitation, updates due to curfews or civil unrest).
    5. Work From Home. Customer may not authorize Resources to work from home or from locations outside of Relay’s office without prior consent from Relay, which consent will be given on a limited basis due to issues like flooding or inclement weather, government-mandated lockdowns or curfews, civil unrest, interruption of service in the Relay Office and similar. Work from home is not available as a perk and Relay does not offer its employees flexible office measures.
    6. Clean Desk Policy. Resources are expected to maintain a clean desk without significant personal items or loose papers. Upon leaving for the end of a shift, desks should be clean and free of debris, with computer properly locked.
    7. Re-Location of Workspace. Relay will assign workspaces to Resources at its discretion, and may move, relocate, reconfigure, or reassign workspace at its sole discretion, including moving to a different floor or property.
    8. Shared vs Dedicated Space. In general, workspaces will be provided in an open-office concept with Resources from various customers in proximity to each other. Requests for dedicated or physically segmented workspaces (for individuals or teams) may be available and require a written and fully executed Order Form. Any such dedicated space is considered an above standard request and may result in incremental build out costs or fees.
    9. Participation in Relay Events and Programs. Resources will be expected and permitted to participate in various Cultural activities at the Relay Office, such as training, assessments, coaching, communal meals, meetings, team-building events, cultural and sporting events and activities. These activities may occasionally infringe on time that the Resource would otherwise be performing work at Customer’s direction. Customer acknowledges the importance of these activities and agrees that occasional infringement on work time is acceptable.
    1. Prohibited Payments. CUSTOMER MUST NOT PROVIDE ANY GIFTS, MONEY, GOODS, SERVICES, BONUSES, PAYMENT CARDS, SPECIAL PAYMENTS, OR OTHER CONSIDERATION DIRECTLY TO ANY RESOURCE WITHOUT RELAY’S EXPRESS WRITTEN CONSENT.
    2. Participation in Customer’s Compensation Plans. Customer shall not include Resources in Customer’s benefits plans, policies, equity or bonus pools or programs, or related practices.
    3. Offers and Promises. Customer shall not make any offer or promise relating to Resource title, compensation, or benefits.
    4. Resource Ultimatums. In the event that a Resource threatens to leave unless granted additional compensation or offers to rescind a notice to leave in return for additional compensation, Customer will not respond and will refer the matter to Relay. Relay will decide, in its sole and absolute discretion, how to reply, with the default answer being to decline such offer.
    5. Compensation Timing and Decision-Making. Compensation issues such as rates, increases, and timing are determined by Relay, even for Resources dedicated to a Customer. Compensation is typically addressed on an annual basis, with no mid-cycle adjustments. Relay and Customer recognize that the approach may result in occasional or undesirable departures, even of key staff, but that a consistent, systematic approach has a net positive effect to both Relay and the Customer.
  4. DIVISION OF RESPONSIBILITY BETWEEN RELAY AND CUSTOMER.
    1. Description Of and Responsibility For Work to be Performed. Customer shall inform Resources of the Customer’s work to be performed, and Customer shall be responsible for its business operations, products, services, and intellectual property in accordance with the provisions herein.
    2. Written Job Description Format. For each Job, Customer will prepare a written Job Description in a format consistent with standards and templates provided for that purpose by Relay.
    3. Customer Responsibility Regarding Resources. CUSTOMER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE RESOURCES WILL MEET THE NEEDS OF CUSTOMER, FOR DIRECTING THE ACTIVITIES AND TASKS OF THE RESOURCES, AND FOR ENSURING THAT ALL ACTIVITIES OF THE RESOURCES ARE IN COMPLIANCE WITH CUSTOMER’S DIRECTIONS AND ALL APPLICABLE LAWS AND REGULATIONS. RELAY HEREBY DISCLAIMS, AND CUSTOMER HEREBY RELEASES RELAY FROM, ANY LIABILITY FOR THE ACTS AND OMISSIONS OF RESOURCES WHILE WORKING UNDER THE DIRECTION OF CUSTOMER.
    4. Customer Policies & Guidelines. If Customer desires the Resources to comply with specific policies or guidelines, it is the responsibility of Customer to provide those policies and guidelines to the Resources reasonably in advance, and also provide a copy of those policies and guidelines to Relay. Customer’s policies and guidelines may not conflict with the Agreement or Relay’s policies and guidelines for the Resource.
    5. Responsibility for Infringement of Intellectual Property. Relay makes no warranty with respect to intellectual property infringement by any Resource. Customer is responsible for overseeing the work performed by all Resources and for ensuring such work is performed in accordance with Customer’s policies, including any policies related to intellectual property, open source, and other matters. Relay is not responsible or liable for any infringement of intellectual property laws made by any Resources. It is Customer’s duty to clarify its approach to intellectual property with the Resources, and monitor the Resources’ work to ensure there has been no infringement or misappropriation.
    6. Responsibility for Intellectual Property. Relay does not claim ownership of any intellectual property developed by any Resource on behalf of Customer, except as may otherwise be set forth in the Terms or any Order Form, Statement of Work, or other document made part of the Agreement. It is Customer’s responsibility to ensure that Resources are made aware of Customer’s policies and requirements related to use of Customer intellectual property and third-party intellectual property in the performance of services and tasks for Customer. Relay is not responsible for any acts or omissions of Resources with respect to intellectual property.
    7. Indemnification from Claims. Customer will defend, indemnify and hold harmless Relay and all Resources from and against any and all Claims arising out of any third party claim against Relay or any Resources related to any allegations that (i) any information, data, or materials provided by Customer or developed in accordance with Customer’s specifications or under Customer’s direction infringe a copyright, trademark, trade secret, or other property right of a third party, or (ii) any directions provided to Resources, or actions taking by or with respect to those Resources, in violation of any law, regulation, policy, or requirement, or that results in any business loss to Customer.
    8. No Liability for Acts or Omissions. Customer unconditionally agrees that Relay has no liability or responsibility for any acts or omissions of Resources, even if those acts or omissions have a negative or detrimental effect on Customer, except to the extent that such act or omission occurs as a result of Relay’s own gross negligence, willful misconduct, bad faith or intentional breach and that such act or omission cannot reasonably be cured by Relay.
    1. Technology Standards. Computers provided for basic Staff Hosting Services will be PCs with at least 4GB of RAM, an operating system currently supported by Microsoft, and a basic version of Microsoft Office, sufficient for general office work. Relay will provide internet connectivity, and endpoint protection and monitoring of the system, and perform reasonable maintenance, patches, and upgrades to the PCs and network.
    2. Additional Technology & Connectivity Options. Should Customer desire upgraded equipment, internet bandwidth or network segmentation, VOIP telephone, software or other business equipment, or to connect with Resources using one of various alternate network architectures, Customer agrees to discuss same first with Relay, and Customer understands that this is an above standard request and will be billed by Relay for any costs related thereto, whether direct or indirect, with all such expenses subject to prior written approval from the Customer.
    3. Separate Licenses. If a separate license is required for any software programs or platforms to be installed or configured by Relay at Customer’s request, Relay may elect to have Customer negotiate and enter into any required license agreement(s), or may perform those activities on behalf of Customer. If Relay performs those activities on behalf of Customer, this is considered an above standard request and accordingly Customer will be billed by Relay for any costs related thereto, whether direct or indirect, with all such costs subject to prior written approval from Customer.
    4. Interruptions Due to Technology. Interruptions to Services may occur as a result of planned or unplanned issues associated with technology, including maintenance and updates, diagnostics, breach incidents, technical problems, or defensive measures taken to avoid potential issues. Relay will endeavor to reduce the frequency and timing of interruptions, and Customer will work diligently with Relay as requested if necessary to resolve, diagnose, or remediate any interruptions.

[END]

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