RELAY P3 PLATFORM SUBSCRIPTION TERMS

BY ACCEPTING THESE SUBSCRIPTION TERMS THROUGH AN EXECUTED ORDER FORM THAT INCORPORATES THESE P3 PLATFORM SUBSCRIPTION TERMS OR CLICKING “I AGREE, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THESE P3 PLATFORM SUBSCRIPTION TERMS. IF YOU ARE ENTERING INTO THESE P3 PLATFORM SUBSCRIPTION TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE LEGAL ENTITY TO THESE P3 PLATFORM SUBSCRIPTION TERMS, IN WHICH CASE “YOU” AND “CUSTOMER” AS USED IN THESE P3 PLATFORM SUBSCRIPTION TERMS SHALL REFER TO THAT LEGAL ENTITY.   IF YOU DO NOT HAVE THE AUTHORITY OR IF YOU DO NOT AGREE TO THESE P3 PLATFORM SUBSCRIPTION TERMS, YOU MUST NOT EXECUTE AN ORDER FORM OR YOU MUST SELECT THE "I DECLINE" BUTTON AND ARE NOT AUTHORIZED TO USE THE P3 PLATFORM SERVICES.

These Relay P3 Platform Subscription Terms (“P3 Platform Subscription Terms”) are an agreement by and   between Relay Platform Inc., with offices at 1 King Street W, Suite 4800 | Toronto, ON M5H 1A1 - Canada and 251 Little Falls Drive, Wilmington, Delaware, 19808 – U.S.A. (“Relay” or “we”) and the individual or entity that has executed these P3 Platform Subscription Terms (“you”). These P3 Platform Subscription Terms (including the Appendices and any applicable Order Form) set forth the terms and conditions that govern access to and use of the specific services made available through the technology platform known as the Relay P3 Platform [as of the Effective Date] (“P3 Platform Services”).

 

Our P3 Platform Services enable offer information management and other technology tools to assist insurers, brokers, managing general agents, program administrators and/or reinsurers with placing insurance and/or reinsurance.

For our P3 Platform Services:
* you are our “Customer” if you are the legal or natural person that orders the P3 Platform Services (including Free Trials).
* you are an “Authorized User” if you are an employee, consultant, contractor, agent or other representative authorized by our Customer to access and use the P3 Platform Services under our agreement with the Customer.  If you are our Customer who is a natural person (and not a representative of a customer who is an entity), then you also are an Authorized User.
* you are a “Recipient User” if you receive messages from our Customer and access content through the P3 Platform Services.

 


1. Key Definitions

Capitalized terms not defined in these P3 Platform Subscription Terms have the meanings given in Appendix 1 below.

 


2.    Right to Use the P3 Platform Services

a.     Grant of Right.  Subject to and conditioned on compliance with these P3 Platform Subscription Terms, Relay hereby grants, during the Term, the following rights: 
(i)    a non-exclusive, non-transferable and revocable right to access and use the P3 Platform Services in accordance with these P3 Platform Subscription Terms and any applicable Order Form. Use of the P3 Platform Services is limited to Customer's internal business purposes; and
(ii)    a limited, revocable, non-exclusive, non-transferable, non-sub-licensable license to use the Documentation solely for Customer's internal business purposes in connection with its use of the P3 Platform Services. 
No implied licenses are granted under these P3 Platform Subscription Terms.  Relay reserves all rights that are not expressly granted herein.


b.     Account.  In general, Authorized Users each need an account with Relay (“Account”) to use the P3 Platform Services. Certain Authorized Users must choose a username and password (“Account Credentials”). A Subscription Plan may require designation of an Authorized User who controls the account (“Admin User”).  Relay shall provide to Customer the initial Access Credentials within a reasonable time following the Subscription Period Start Date.  If you are the only Authorized User or the Admin User, you (or if applicable the Admin User) can change your Subscription Plan in your Account or by executing an Order Form.  You understand and agree that each Authorized User is responsible for all activities that occur through his or her Account Credentials.  Relay may, in its sole discretion, suspend or terminate Account Credentials and access to the P3 Platform Services if Account information is inaccurate, out of date or incomplete (or if Relay reasonably believes it is).  If you suspect or detect unauthorized activity through your Account Credentials, you agree to immediately notify Relay at support@relayplatform.com.   
   
c.     Customer Responsibilities.  

 

Customer, not Relay, is solely responsible for:

(i)    Authorized Users’ compliance with these P3 Platform Subscription Terms, including information, instructions or materials provided by any of them to Relay or through the P3 Platform Services, results obtained from any use of the P3 Platform Services and conclusions, decisions or actions based on such use;

(ii)    For all Customer Data transmitted to or through the P3 Platform Services or otherwise made available by Customer and its Authorized Users in connection with the P3 Platform Services, including ensuring that Relay has all rights and permissions required for Relay to transmit and otherwise process Customer Data in order to perform the P3 Platform Services;

(iii)    For informing intended recipients of its Customer Data through the P3 Platform Services of any special confidentiality and other requirement related to the recipients’ use of the Customer Data; 

(iv)    For the security and use of Customer's and its Authorized Users' Access Credentials;

(v)    The information technology infrastructure through which Customer accesses and uses the P3 Platform Services, including hardware and other equipment, software, networks and internet connectivity, whether operated directly by Customer or through the use of third-party services (“Customer Systems”);

(vi)    All access to and use of the P3 Platform Services directly or indirectly through the Customer Systems, whether or not authorized;

(vii)    Applying the appropriate level of access to Customer Data;

(viii)    The operation, maintenance and management of the Customer Systems; and

(ix)    The Internet connection used to access and use the P3 Platform Services and mobile and other fees incurred by Customer and Authorized Users in connection with their access to and use of the P3 Platform Services.  

 


3.    Confidentiality Obligations.

Whether you are our Customer, an Authorized User or a Recipient User, you agree: (i) to use Confidential Information in accordance with the provisions of these P3 Platform Subscription Terms and not to use, access or permit the use of or access to Confidential Information except as necessary to exercise rights or perform obligations pursuant to these P3 Platform Subscription Terms, any applicable Order Form or as expressly permitted by the disclosing party in writing; (ii) to treat all information to which you have access through the P3 Platform Services  as Confidential Information and not use or disclose (or permit anyone else to use or disclose) information to which you have access through the P3 Platform Services except as expressly permitted by the source of the information; and (iii) to exercise due care (and no less than reasonable care) in protecting Confidential Information from unauthorized use and disclosure. 

Relay also agrees (i) to use, access or permit the use of or access to Confidential Information only as necessary to offer the P3 Platform Services and as set forth in these P3 Platform Subscription Terms and (ii) to exercise due care in protecting Confidential Information from unauthorized use and disclosure. 

You and Relay each agree that you may disclose the other’s Confidential Information to employees, representatives and subcontractors who have a need to know and are legally bound to keep such information confidential consistent with these P3 Platform Subscription Terms.  You and Relay each may disclose the other’s Confidential Information as required by law, in response to a governmental entity request and in any legal proceeding arising from or in connection with these P3 Platform Subscription Terms.

Without limiting the generality of the foregoing, you further acknowledge and agree that Relay may disclose Customer Data if: (i) we believe that disclosure is reasonably necessary to comply with any law, legal process or government request, (ii) to enforce our agreements and policies, (iii) to protect the security or integrity of our P3 Platform Services, (iv) to protect ourselves, our other customers or the public from harm or illegal activities, or (v) to respond to an emergency which we believe in good faith requires us to access or disclose data to assist in preventing a death or serious bodily injury.  

Confidential Information does not include any information which: (i) is publicly available through no fault of receiving party; (ii) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (iii) was properly disclosed to receiving party, without restriction, by another person without violation of disclosing party’s rights; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

You and Relay each acknowledge and agree that no adequate remedy exists at law for an actual or threatened breach of this Section 3 and that, in the event of an actual or threatened breach of the provisions of confidentiality, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without the requirement to post bond and without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violation of these confidentiality obligations.

 


4.    Use Restrictions.

Customer shall not, and shall not permit any Authorized User or third party to, access or use the P3 Platform Services except as expressly permitted by these P3 Platform Subscription Terms, any applicable Order Form and, in the case of Third-Party Materials, the applicable third-party license agreement.  For purposes of clarity and without limiting the generality of the foregoing, Customer shall not (except as these P3 Platform Subscription Terms expressly allow):
(i)    copy, modify, frame, mirror or create derivative works or improvements of the P3 Platform Services;
(ii)    rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available all or any part of the P3 Platform Services to any unauthorized third party, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
(iii)    reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the P3 Platform Services, in whole or in part;
(iv)    bypass or breach any security device or protection used by the P3 Platform Services or access or use the P3 Platform Services other than by an Authorized User through the use of his or her own then-valid Access Credentials;
(v)    input, upload, transmit, or otherwise provide to or through the P3 Platform Services any information or materials that are unlawful or injurious or contain, transmit or activate any virus, worm, malware or other malicious computer code;
(vi)    damage, destroy, disrupt, disable, impair or otherwise impede or harm in any manner the P3 Platform Services or Relay’s provision of services to any third party, in whole or in part;
(vii)    remove, delete, alter, or obscure any copyright, trademark, patent or other intellectual property or proprietary rights notices from any P3 Platform Services or Third-Party Materials, including any copy thereof;
(viii)    access or use the P3 Platform Services or Third-Party Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any right of any third party (including by any unauthorized access to or misappropriation, use, alteration, destruction, or disclosure of the data of any other customer) or that violates any applicable law;
(ix)    access or use the  P3 Platform Services for purposes of competitive analysis of the P3 Platform Services, the development, provision or use of a competing product or service or any other purpose that is to Relay’s detriment or commercial disadvantage; or 
(x)    otherwise access or use the P3 Platform Services beyond the scope of the authorization expressly granted under these P3 Platform Subscription Terms.

5.    Intellectual Property Rights.

a.    P3 Platform Services. All right, title, and interest in and to the P3 Platform Services, including all intellectual property rights therein, are and will remain with Relay.  Customer has no right, license, or authorization with respect to any of the P3 Platform Services except as expressly set forth in Section 2. All other rights in and to the P3 Platform Services are expressly reserved by Relay.  


b.    Third-Party Materials. With respect to Third-Party Materials, the applicable third-party providers own all right, title and interest, including all intellectual property rights, in and to the Third-Party Materials. Customer has no right, license or authorization with respect to Third-Party Materials except as expressly set forth in the applicable third-party license and these P3 Platform Subscription Terms.  All other rights in and to the Third-Party Materials are expressly reserved by the applicable third-party licensor.


c.    Customer Data. As between Customer and Relay, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all intellectual property rights relating thereto. Customer hereby grants to Relay all rights and permissions in or relating to Customer Data as are necessary or useful to Relay to provide Authorized Users with the P3 Platform Services, enforce these P3 Platform Subscription Terms, exercise Relay's rights and perform Relay's obligations hereunder for the Term plus any additional post-termination/post-expiration period during which Relay provides you with access to retrieve an export file of Customer Data. Without limiting the generality of the foregoing, you grant Relay the right to process and share Customer Data in accordance with any applicable Order Form or your written instructions.  Customer acknowledges and agrees that Relay is not and will not be responsible for any use or misuse of Customer Data that Customer instructs Relay to transmit to or share with any third party.


d.    Feedback; Anonymized Analytical Data.  If and to the extent Customer has any right in or to Feedback or Anonymized Analytical Data, Customer hereby irrevocably grants (and shall ensure that each Authorized User grants) a fully paid, royalty-free, perpetual, irrevocable, worldwide and non-exclusive right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of and otherwise commercially or non-commercially exploit in any manner any and all Anonymized Analytical Data and Feedback of the Customer.


e.    Marks.  Subject to these P3 Platform Subscription Terms, Customer and Relay each grant the other the right to use and display each other’s name and logo(s) (the “Marks”) on their respective websites and in other promotional materials solely in connection with each of their respective activities under these P3 Platform Subscription Terms and in accordance with applicable usage guidelines.  All such use will inure to the benefit of the Marks’ owner.  Customer and Relay each agree not to use, register or take other action with respect to the other’s Marks, except to the extent allowed in advance in writing. In using the Marks under this subsection, Customer and Relay each always will use the then-current Marks and will not add to, delete from or modify any of the Marks or at any time, misrepresent the relationship between Customer and Relay. The rights to use and display the other party’s Marks under this subsection will end automatically upon expiration or any earlier termination of these P3 Platform Subscription Terms (excluding however any material containing the Marks produced prior to such expiration or any earlier termination).

 


6.    Support P3 Platform Services.

Relay will provide the maintenance, support and services levels (collectively “Support P3 Platform Services”) described in the Support P3 Platform Services Terms set forth at https://www.relayplatform.com/relay-platform-service-level-terms/

7.    Privacy and Data Protection

In performing the P3 Platform Services, Relay will comply with the Relay Privacy Policy, which is available at https://www.relayplatform.com/privacy-policy/ and incorporated herein by reference. The Relay Privacy Policy is subject to change at our discretion, provided that Relay will not materially reduce the level of protection to Personal Data during the Term unless Relay uses commercially reasonable efforts to provide  advance notice to and obtain consent from Customer.  Please also see our Data Protection Appendix below. 

 


8.    Free Trials

During a Free Trial, Relay will make the P3 Platform Services available free of charge until the earlier of (i) fourteen (14) days after you registered for a Free Trial; (ii) the start date of your subscription to the P3 Platform Services pursuant to an Order Form or (iii) termination by Relay in its sole discretion.  At the end of the Free Trial, your subscription to access and use the P3 Platform Services will automatically continue in accordance with the Order Form or Subscription Plan selected when you registered, unless you take action to cancel the subscription in writing prior to the expiration of the Free Trial.

NOTWITHSTANDING THE WARRANTIES AND DISCLAIMERS, INDEMNIFICATION AND LIMITATIONS OF LIABILITY SECTIONS IN THESE P3 PLATFORM SUBSCRIPTION TERMS, DURING A FREE TRIAL, THE P3 PLATFORM SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND RELAY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS OR LIABILITY OF ANY TYPE WITH RESPECT TO A FREE TRIAL.  IF ANY EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, RELAY’S LIABILITY WITH RESPECT TO THE P3 PLATFORM SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000. 

WITHOUT LIMITING THE FOREGOING, RELAY DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (i) CUSTOMER’S FREE TRIAL WILL MEET CUSTOMER’S REQUIREMENTS AND (ii) CUSTOMER’S FREE TRIAL WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE P3 PLATFORM SUBSCRIPTION TERMS, CUSTOMER IS FULLY LIABLE TO RELAY UNDER THESE P3 PLATFORM SUBSCRIPTION TERMS FOR DAMAGES ARISING OUT OF USE OF THE P3 PLATFORM SERVICES BY CUSTOMER DURING THE FREE TRIAL.

 


9.    Fees and Payment.

You agree to pay the Fees generated under your Account or all Order Forms.  Unless Fees are specified in an Order Form, the current Fees schedule is available upon request.  Fees will not change unless you upgrade your Subscription Plan, are notified by Relay as set forth in these P3 Platform Subscription Terms or otherwise agree with Relay through an Order Form or other writing.  You are responsible for payment of Fees beginning on of the Subscription Period Start Date and then at the beginning of the next Subscription Period, in accordance with the Subscription Plan you selected.  Fees may include an initial, one-time activation fee. 

 


10.    Taxes.

Relay’s Fees are exclusive of any applicable Sales Tax, VAT taxes, use taxes, excise taxes and all other taxes imposed on or with respect to our P3 Platform Services whether imposed directly on you or on Relay (collectively, the “Taxes”).   If any P3 Platform Services or payments for any P3 Platform Services under these P3 Platform Subscription Terms or an Order Form are subject to Taxes, you will be responsible for the payment of such Taxes and related penalties or interest to the relevant tax authority, and you will indemnify Relay for any liability or expense we may incur in connection with such Taxes.  Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable Taxes.  For purposes of this section, Taxes do not include any taxes that are imposed on or measured by the net income, property tax or payroll taxes of Relay.

IF YOU ARE REQUIRED TO DEDUCT OR WITHHOLD TAXES, YOU MUST PAY THE AMOUNT DEDUCTED OR WITHHELD AS REQUIRED BY LAW AND PAY US AN ADDITIONAL AMOUNT SO THAT WE RECEIVE PAYMENT IN FULL AS IF NO DEDUCTION OR WITHHOLDING WAS MADE.

 


11.    No, Sale Solicitation or Negotiation Of Insurance or Reinsurance.

The parties agree that Relay is not licensed as an insurance or reinsurance company, agent, broker, producer, intermediary or licensed in a similar capacity.  The parties agree that none of the actions or functions performed by Relay in any way involve, or should be construed to involve, the sale, solicitation or negotiation of insurance or reinsurance by Relay.  The Parties agree that none of the actions or functions performed by Relay involve, or should be construed to involve, acts, actions or functions of an insurance or reinsurance company, agent, broker, intermediary, or similarly licensed party.  The parties agree that none of the monies or compensation received by Relay involves, should be construed to be, or should be construed to involve an insurance commission, a rebate, or a reduction in insurance premium.  The parties agree that Relay is not acting or functioning as an insurance or reinsurance company, agent, broker, intermediary, or similarly licensed party with respect to this this site.

 

The parties agree that they have no expectation that Relay is acting as, or performing any function of, an insurance or reinsurance company, agent, broker, intermediary, or similarly licensed party.  The parties agree that they are not relying on Relay to act as, or perform any function of, an insurance or reinsurance company, agent, broker, intermediary, or similarly licensed party.  The parties agree that they have no expectation that Relay is in any way involved or engaged in the sale, solicitation or negotiation of insurance or reinsurance.  The parties agree that they are not relying on Relay to in any way be involved or engaged in the sale, solicitation or negotiation of insurance or reinsurance.  The parties agree that they are not relying, in any way, on Relay to perform role or function of an insurance or reinsurance company, agent, broker, producer, intermediary or similarly licensed party.

 


12.    Revisions to P3 Platform Subscription Terms and P3 Platform Services.

You acknowledge and agree that Relay has the right to modify these P3 Platform Subscription Terms from time to time to reflect changes to the P3 Platform Services or applicable law.  Relay will notify you in advance of material modifications to these P3 Platform Subscription Terms that reduce your rights.  Relay will make these notifications by email using the email addresses associated with the Account and through notices posted within the P3 Platform Services.   Continued use of the P3 Platform Services after the end of the notice period specified in the notification is deemed conclusive acceptance of the P3 Platform Subscription Terms as modified.  

Certain P3 Platform Services may require that you agree to additional terms (“Supplemental Subscription Terms”).  If any of these P3 Platform Subscription Terms conflict with the Supplemental Subscription Terms, the Supplemental Subscription Terms will control with respect to such conflict.

Relay may at any time, without notice or liability, update the P3 Platform Services or discontinue any feature or functionality of the P3 Platform Services.  

 


13.    Export Controls.

You may not use, export, import or transfer the P3 Platform Services except as authorized by the laws of the jurisdiction in which you obtained the P3 Platform Services and any other applicable law.  You must follow Canadian export and economic sanctions laws, and United States export control laws and regulations, including, but not limited to, United States Export Administration Regulations and other U.S. export regulations. The P3 Platform Services (including any software Relay may provide in connection with them) may be subject to applicable Canadian export control laws and economic sanctions regulations and United States export control laws and regulations, including United States Export Administration Regulations and other U.S. export regulations. In receiving the P3 Platform Services, you agree to comply strictly with all domestic and international export laws and economic sanctions regulations as they apply to the P3 Platform Services and, to the extent consistent with these P3 Platform Subscription Terms, to obtain any necessary license or other authorization to export, re-export, or transfer the P3 Platform Services. These laws include restrictions on destinations, users and end use.

 


14.    Expiration; Termination.

a.    Expiration.  These P3 Platform Subscription Terms automatically expire at the end of the Subscription Term. 

b.     Termination.  In addition to termination or suspension of the P3 Platform Services for non-payment of Fees, we may also, upon written notice to you, terminate or suspend your access to the P3 Platform Services immediately for cause if: (i) you or any Authorized User violate (or give us reason to believe you have violated) these P3 Platform Subscription Terms or our Privacy Policy [https://www.relayplatform.com/privacy-policy/]; (ii) we have reason to believe that use of the P3 Platform Services by your or any Authorized User is fraudulent or negatively effecting the operating capability of the P3 Platform Services; (iii) we determine, in our sole discretion, that providing the P3 Platform Services is prohibited by law, violates the intellectual property rights of a third party or it has become impractical or unfeasible for any legal or regulatory reason to provide the P3 Platform Services; (iv) subject to law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding; or (v) if, during any thirty (30) day period, Customer fails to respond to more than 25% of the submissions it receives during such thirty-day period on the P3 Platform within 48 hours and Customer’s failure to respond is not resolved after consulting with Relay.  If we suspend the P3 Platform Services associated with your Account, we will make a reasonable attempt to notify you. You agree that all terminations for cause shall be made in Relay’s sole discretion and that Relay shall not be liable to you or any third party for any termination of your Account or access to the P3 Platform Services.

c.     Effect of Expiration or Termination. Upon expiration or any earlier termination, your (including each Authorized Users’) right to use the P3 Platform Services automatically terminates. You understand that any termination of P3 Platform Services may involve deletion of Customer Data associated therewith.  Relay will not have any liability whatsoever to you for any suspension or termination, including for deletion of Customer Data.

d.    Survival. Upon expiration or any earlier termination of these P3 Platform Subscription Terms, the terms of the following Sections will survive: Sections 3, 5, 7, 9, 12, 13, 14,, 15, 16, 17 and 19.  

 


15.    NO WARRANTIES.

TO THE EXTENT PERMITTED BY APPLICABLE LAW AND UNLESS OTHERWISE SET FORTH IN AN ORDER FORM OR OTHERWISE IN MUTUALLY-AGREED WRITING, RELAY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AVAILABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE. THE P3 PLATFORM SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY IS THE MINIMUM PERMITTED UNDER THAT LAW.

RELAY MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (i) THE P3 PLATFORM SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE P3 PLATFORM SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE P3 PLATFORM SERVICES WILL BE ACCURATE OR RELIABLE; (iv) ANY ERRORS IN THE P3 PLATFORM SERVICES WILL BE CORRECTED; OR (v) RELAY WILL CONTINUE TO OFFER THE P3 PLATFORM SERVICES IN WHOLE OR IN PART.


YOUR USE OF THE P3 PLATFORM SERVICES IS AT YOUR OWN RISK.

 


16.    Indemnification.

You will defend, indemnify and hold Relay and its affiliates, as well as their respective officers, directors and employees, harmless against any actual or threatened claim, loss, expense, liability, proceeding, third-party discovery demand, governmental investigation or enforcement action (each, a “Claim”) arising out of or relating to your acts or omissions in connection with (i) Customer Data that you transmit through the P3 Platform Services; (ii) your violation of the P3 Platform Subscription Terms; or (iii) your violation of any applicable law.  Relay will cooperate as fully as reasonably required in the defense of any Claim, at your expense. We reserve the right, at your expense, to retain separate counsel for ourselves in connection with any Claim or, if you have not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any Claim in which you are a named party and that is otherwise subject to indemnification under this Section 16. You will pay all costs, reasonable attorneys’ fees and any settlement amounts or damages awarded against us in connection with any Claim. You also are liable to us for any costs and reasonable attorneys’ fees we incur to successfully establish or enforce our right to indemnification under this Section 16. You agree that the provisions in this Section 17 will survive any termination of your Account, the P3 Platform Subscription Terms or your access to the P3 Platform Services.

 


17.    Exclusion of Damages; Limitations of Liability.

EXCEPT FOR LIABILITY ARISING FROM VIOLATIONS OF SECTIONS 2, 3, 4, 5, 7, 9, 10 AND 13, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF SUCH PARTY HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS DESCRIBED IN THIS SECTION 17, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL RELAY BE LIABLE TO YOU FOR ANY DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO THE LIABILITY. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN.  CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE ADDITIONAL RIGHTS. 


18.    International Users.

The P3 Platform Services are controlled, operated and administered by Relay from its offices within Canada and the U.S. The P3 Platform Services are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or that would subject Relay or its affiliates to any registration requirement within such jurisdiction or country.   Relay does not in any manner warrant or represent that the P3 Platform Services, including any content contained thereon, are appropriate or available for use in any particular location.  If you choose to access the P3 Platform Services, you do so on your own initiative and you are responsible for compliance with all applicable laws.

 


19.    Reporting and Account

a.    Reporting: If Customer has executed an Order Form in connection with these P3 Platform Subscription Terms, Customer shall prepare, in a form acceptable to Relay and forward to Relay on a monthly basis, within fifteen (15) days of the end of each calendar month of Customer’s Subscription Period: (i) either a detailed bordereau and statement of account for that preceding month (the “Account”) with respect to all insurance, reinsurance and/or program business placed or bound by the Customer by way of P3 Platform, or copies of every in-force policy or contract for all insurance, reinsurance and/or program business placed or bound by the Customer by way of the P3 Platform, which copies of such policies or contracts shall each contain the total premium for such policy or contract; and (ii) a signed declaration in a form acceptable to Customer listing all insurance, reinsurance and/or program business that Customer failed to place or bind by way of the P3 Platform during the preceding month (the “Declaration”).

b.    Account: The Account shall include for all insurance, reinsurance and/or program business placed or bound by the Customer by way of the P3 Platform, the following: (i) Earned Premium through the preceding month; and (ii) a list -- containing the policy number, issuing carrier and policy period – of the policies or contracts to which such Earned Premium relates. 

c.    Purpose of Reporting and Account: Customer acknowledges and agrees to comply with the reporting and Account requirements of this Section and further acknowledges and agrees that the purpose of the reporting and Account requirements of this Section is so that Relay may calculate the P3 Transaction and Sourcing Fees.  For avoidance of doubt, this Section 19 shall only apply to a Customer that has executed an Order Form in connection with these P3 Platform Subscription Terms and shall not apply to a Customer that has not executed such an Order Form.

d.    Customer shall be required to provide the Declaration and either the Account or copies of policies or contracts required by this Section 19 for any insurance, reinsurance and/or program business that Customer places and/or binds outside of the P3 Platform with a party to whom it was introduced by Relay by way of the P3 Platform.  Customer shall be responsible for the P3 Sourcing Fee associated with such placement and/or binding of insurance, reinsurance and/or program business just as if such placement and/or binding had occurred by way of the P3 Platform.  Relay shall be entitled to exercise the audit right and/or other rights set forth in this Section 19 if Customer fails to provide the Declaration and either the Account or copies of policies or contracts required by this Section 19 for any insurance, reinsurance and/or program business that Customer places and/or binds outside of the P3 Platform with a party to whom it was introduced by Relay by way of the P3 Platform.  

e.    Customer shall be required to provide the Declaration and either the Account or copies of policies or contracts required by this Section 19 for insurance, reinsurance and/or program business that Customer places or binds outside of the P3 Platform with a party with whom Customer previously placed and/or bound the same type of insurance, reinsurance and/or program business on the P3 Platform, but which was not introduced to it by Relay by way of the P3 Platform.  Customer shall be responsible for the P3 Transaction Fee associated with such placement and/or binding of insurance, reinsurance and/or program business just as if such placement and/or binding had occurred on the P3 Platform.  Relay shall be entitled to exercise the audit right and/or other rights set forth in this Section 19 if Customer fails to provide the Declaration and either the Account or copies of policies or contracts required by this Section 19 for any insurance, reinsurance and/or program business that Customer places and/or binds outside of the P3 Platform with a party with whom Customer previously placed and/or bound the same type of insurance, reinsurance and/or program business on the P3 Platform, but which was not introduced to it by Relay by way of the P3 Platform.

f.    Customer shall only be required to provide the Declaration and either the Account or copies of policies or contracts required by this Section 19 for insurance, reinsurance and/or program business that Customer itself place  By way of example, if Customer is an insurer and places or binds insurance and/or program business itself, Customer shall be required to provide the Declaration and either the Account of copies of policies or contracts required by this Section.  If, however, Customer is an insurer, and a broker or agent places and/or binds insurance and/or program business on Customer’s behalf, then Customer would not be responsible for providing the Declaration and either the Account of copies of policies or contracts required by this Section 19 with respect to such placement and/or binding.  The broker or agent would instead be responsible for providing the Declaration and either the Account of copies of policies or contracts required by this Section 19 with respect to such placement and/or binding

g.    Customer acknowledges and agrees that if it fails to provide an Account and/or Declaration within fifteen (15) days of the end of a calendar month as required by this Section 19, Relay (or its designee) is permitted during regular business hours, to visit, inspect, examine, audit, and verify, at Customer’s offices or elsewhere, with seven (7) days prior notice, any of the accounts, files, documents, books, reports, work papers, and other records belonging to or in the possession or control of Customer or of any other person relating to: the Earned Premium for all insurance, reinsurance and/or program business placed or bound by Customer by way of the P3 Platform for the month to which the Account that was not provided relates; and all insurance, reinsurance and/or program business that Customer failed to place or bind by way of the P3 Platform during the preceding month, subject to all applicable legal privileges, including, without limitation, the attorney-client privilege.  Relay may make copies and extracts of any of the aforementioned as may be reasonably necessary.  Relay may conduct any audit through any person or persons it may designate.  Customer further acknowledges and agrees that if Customer fails to provide an Account and/or Declaration within fifteen (15) days of the end of a calendar month, Relay shall also have the right to pursue any and all other remedies available to it under applicable law.  The exercise by Relay of the audit right pursuant to this Section shall not prohibit Relay from pursuing any and all other remedies available to it under applicable law pursuant to this Section 19; and the exercise by Relay of the right to pursue any and all other remedies available to it under applicable law pursuant to this Section shall not prohibit Relay from being able to exercise its audit right pursuant to this Section 19.

 


20.    Assistance with Counterparties

You acknowledge and agree that, if requested by Relay, you will provide Relay with: (1) information that assists Relay in enforcing the payment to Relay of fees owed to Relay by third-parties with whom you do business on the P3 Platform; and/or (2) information necessary for Relay to confirm the amounts owed to it as fees by third-parties with whom you do business on the P3 Platform.  You and Relay acknowledge and agree to treat any information provided by you pursuant to this Section 21 as Confidential Information.  Relay acknowledges and agrees that you are not required pursuant to this Section 21 to provide Relay with information if doing so would violate any other legal obligation or agreement you have.

 


21.    General.


a.    No Waiver.   Relay’s failure to enforce at any time any provision of these P3 Platform Subscription Terms does not waive our right to do so later. And, if we do expressly waive any provision of these P3 Platform Subscription Terms, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by and us to be legally binding.


b.    Assignment.  You will not assign or otherwise transfer your subscription to the P3 Platform Services, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer in violation of this subsection will be null and void. Subject to this subsection, these P3 Platform Subscription Terms are binding on both you and Relay and each of our successors and assigns.


c.    Relationship.  You and Relay are independent contractors in the performance of each and every part of these P3 Platform Subscription Terms. Nothing in these P3 Platform Subscription Terms is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. You and Relay will be solely responsible for all of our respective employees and agents and our respective labor costs and expenses arising in connection with our respective employees and agents. Except with respect to Claims covered under Section 17, you and Relay also are solely responsible for any and all claims, liabilities or damages or debts of any type that may arise on Account of each of our respective activities, or those of each of our respective employees or agents, in the performance of these P3 Platform Subscription Terms. Neither you nor Relay has the authority to commit the other of us in any way and will not attempt to do so or imply that it has the right to do so.


d.    Severability.  If any provision of these P3 Platform Subscription Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these P3 Platform Subscription Terms will continue in full force and effect.


e.    Notices.  Where Relay requires that you provide an email address, you are responsible for providing Relay with your most current email address.  If the last email address that you provided to Relay is not valid, Relay’s dispatch of the email containing such notice will nonetheless constitute effective notice.  You may give notice to Relay at the following address: 1 King Street W, Suite 4800 – Toronto, ON M5H 1A1 - Canada or by emailing support@relayplatform.com. Any mailed notice shall be deemed given when received by Relay by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.


f.    Entire Agreement.   Except as provided in these P3 Platform Subscription Terms, Order Forms and other documents incorporated herein by reference, these P3 Platform Subscription Terms supersede all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written with respect to the subject matter hereof. No oral or written information or advice given by Relay, its agents or employees will create a warranty or in any way increase the scope of the warranties in these P3 Platform Subscription Terms.


g.    Electronic Communications.  The communications between you and Relay may use electronic means.  For contractual purposes you (i) consent to receive communications from Relay in an electronic form or through phone calls to any number associated with your Account; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Relay provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.


h.    Force Majeure. No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these P3 Platform Subscription Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; earthquake and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.


i.    Governing Law and Venue.  These P3 Platform Subscription Terms will be governed by and interpreted according to the laws of the State of New York applicable therein without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. These P3 Platform Subscription Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.


j.    Waiver of Jury Trial.  THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JURY.


k.    Dispute Resolution.  ALL DISPUTES BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO PROVISIONS OF THESE P3 PLATFORM SUBSCRIPTION TERMS OR CONCERNING THEIR INTERPRETATION OR VALIDITY, WHETHER BEFORE OR AFTER TERMINATION OF THESE P3 PLATFORM SUBSCRIPTION TERMS, SHALL BE SUBMITTED TO ARBITRATION IN THE MANNER SET FORTH IN THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”). ARBITRATION SHALL BE THE PARTIES’ EXCLUSIVE REMEDY.  ANY SUCH PROCEEDINGS WILL TAKE PLACE IN NEW YORK UNLESS THE PANEL ADJUDICATING SUCH ARBITRATIONS, SO CONSTITUTED, RULES OTHERWISE.  


l.    Waiver of Class or Consolidated Actions.   ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE P3 PLATFORM SUBSCRIPTION TERMS MUST MEDIATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS.  CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE MEDIATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.


m.    Limitations Period.  YOU AND RELAY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE P3 PLATFORM SUBSCRIPTION TERMS, P3 PLATFORM SERVICES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

QUESTIONS?

If you have any questions, complaints or claims with respect to P3 Platform Services, please contact us at 

Relay Platform Inc.
Attn: Customer Support
1 King Street W, Suite 4800 – Toronto, ON M5H 1A1 - Canada
contact@relayplatform.com

In accordance with California Civil Code 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer P3 Platform Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, by telephone at (800) 952-5180 or online at www.dca.ca.gov.

APPENDIX 1 TO RELAY P3 PLATFORM SUBSCRIPTION TERMS: DEFINITIONS

In these P3 Platform Subscription Terms, the following capitalized terms have the following meanings:

Analytical Data means data related to Customer's use of the P3 Platform Services that is used by Relay in an aggregate manner, including to compile statistical and performance information related to the provision, operation and improvement of the P3 Platform Services and to detect and prevent fraud.

Confidential Information means any information or data, regardless of whether it is in tangible form, disclosed through the P3 Platform Services that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure but excluding Personal Data which is governed by Appendix 2.

Customer Data means data in any form or medium transmitted by Customer or an Authorized User by or through the P3 Platform Services but excluding Analytical Data.

Customer Marks means Customer's proprietary trademarks, trade names, branding or logos, whether or not registered.

Documentation means all manuals, instructions, or other documents or materials that Relay provides or makes available to Customer in any form or medium and that describe the functionality, components, features or requirements of the P3 Platform Services, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.

Earned Premium means, with respect to a policy or contract from insurance, reinsurance and/or a program placed by Customer on the P3 Platform, the premium collected on such policy or contract by the applicable insurance company for a portion of the policy or contract that has expired.  

Feedback means ideas, suggestions, documents, proposals or other feedback about the P3 Platform Services submitted to Relay by Customer or an Authorized User.Fees means the fees that are due to Relay pursuant to an Order Form.

Free Trial means testing, trial, and other evaluative (but not developmental or productive) use of the Services solely for the purpose of Customer's evaluation of the P3 Platform Services prior to payment of Fees therefor.Order Form means the ordering documents executed by Relay and Customer to purchase a Subscription Plan or other products and services and any subsequent ordering document executed by Customer and Relay that expressly references to these P3 Platform Subscription Terms.

P3 Annual Fee has the meaning given in the Order Form.

P3 Sourcing Fee has the meaning given in the Order Form.

P3 Transaction Fee has the meaning given in the Order Form.

Personal Data has the meaning given in the Data Protection Appendix.

Relay Marks means Relay's proprietary trademarks, trade names, branding or logos, whether or not registered.Sales Tax means sales or use tax and any other tax measured by sales proceeds which Relay is permitted to pass to its customers that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.  

Subscription Plan means the bundle of P3 Platform Services that the Customer orders through an electronic purchase.

Subscription Period means the term associated with the Subscription Plan or otherwise as set forth in an Order Form. 

Subscription Period Start Date is the date that Customer selects and pays for a Subscription Plan or otherwise as set forth in an Order Form.

Third-Party Materials means third parties that provide technologies and services to support the P3 Platform Services, such as hosting service providers.


* * * *


APPENDIX 2 TO RELAY SUBSCRIPTION P3 PLATFORM TERMS: DATA PROTECTION APPENDIX

1.    Defined Terms

a.    “Applicable Data Protection Laws” means applicable laws relating to privacy protection in all jurisdictions where the Agreement is performed (including without limitation GDPR and CCPA), each as amended from time to time.
b.     “CCPA” means the California Consumer Privacy Act of 2018 (Cal. Civ. Code §§ 1798.100 – 1798.199) and its implementing regulations (as and when finalized).
c.    “Controller” means the person or entity who or that determines the purpose and means of Processing of Personal Data, including a “business” as defined in CCPA.
“Data Subject” means a natural person to whom Personal Data relates, including a “consumer” as defined under CCPA.
d.    “GDPR” means the General Data Protection Regulation (EU 2016/679) and its implementing laws.
e.     “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration or unauthorized disclosure of or access to Personal Data that requires notification to third parties pursuant to Applicable Data Protection Laws.
f.    “Personal Data” has the meaning given under Applicable Data Protection Laws (including “personal information” as defined in CCPA) that is Customer Data (as defined in the Agreement) or that identifies Authorized Users or Recipient Users.
g.    “Process” and “Processing” (and their variants) means any operation or set of operations performed on Personal Data.
h.    “Processor” means the person or entity who or that Processes Personal Data on behalf of the Controller, including a “service provider” as defined in CCPA.

Any other capitalized term used but not defined in this Data Protection Appendix has the meaning given in the P3 Platform Subscription Terms.

2.    Data Processing Obligations

a.    Customer agrees that Customer will only disclose Personal Data to Relay to Process as necessary to perform the P3 Platform Subscription Terms.  
b.    Except as set forth in Section 2c, Customer as Controller appoints Relay as Processor to Process Personal Data on behalf of Customer for the purposes set forth in the P3 Platform Subscription Terms and as otherwise instructed by Customer in writing or as required to comply with applicable law.  Relay shall have no liability for any claim arising from or related to Relay’s Processing of Personal Data under this Data Protection Appendix pursuant to Customer’s instructions. 
c.    Relay shall Process Personal Data as a separate and independent Controller for the following purposes: (i) identify Authorized Users and Recipient Users to enable their use of the P3 Platform Services; (ii) track and record support provided to or for Authorized Users and Recipient Users; (iii) communicate with Authorized Users and Recipient Users regarding the P3 Platform Services and related services; (iv) detect and prevent fraudulent or unauthorized use of the P3 Platform Services; (v) analyze and use data generated and derived from the operation and use of the P3 Platform Services for Relay’s legitimate and lawful operational, technological development and improvement purposes; and (vi) report and account for use of the P3 Platform Services as required by law applicable to Relay.  In no event will Customer and Relay Process Personal Data as Joint Controllers (as such term is defined in GDPR).  Each party is individually and separately responsible for complying with the obligations that apply to it as a Controller under Applicable Data Protection Laws.
d.    Customer hereby represents to Relay that all Personal Data provided or made available by or on behalf of Customer to Relay for Processing in connection with the P3 Platform Subscription Terms was collected by Customer and is transmitted to Relay in accordance with Applicable Data Protection Laws.  Customer has obtained all necessary authorizations from each Data Subject required under Applicable Data Protection Laws to enable Relay to Process the Personal Data pursuant to the P3 Platform Subscription Terms and to exercise its rights and fulfil its obligations under this Agreement.

3.      RELAY AS PROCESSOR 

When Relay is acting as a Processor pursuant to Section 2b, the following terms shall apply:

a.    Unless restricted by applicable law, Relay shall inform Customer if, in Relay’s reasonable judgment, Processing of Personal Data pursuant to the P3 Platform Subscription Terms or Customer’s instruction conflicts or is inconsistent with Relay’s legal obligations or Applicable Data Protection Laws.
b.    Relay shall ensure that all employees and agents (including sub-Processors) who or that are authorized by Relay to Process Personal Data are subject to contractual, statutory or common law obligations of confidentiality.
c.    Relay shall provide Customer with reasonable assistance (as Customer’s reasonable cost) with data protection impact assessments or prior consultations with a supervisory authority (as such term is defined in GDPR) that Customer is required to carry out under Applicable Data Protection Laws.                       
d.    Relay shall implement reasonable and appropriate administrative, physical and technical safeguards in relation to the Processing of Personal Data that are intended to ensure a level of security appropriate to the Personal Data Processing pursuant to the P3 Platform Subscription Terms, including as applicable the ability to ensure the ongoing confidentiality, integrity, availability and  resilience of Processing systems and a procedure for regularly testing, assessing and evaluating the effectiveness of its administrative, physical and technical safeguards; 
e.    Without undue delay and within no more than forty eight (48) hours after Relay has a reasonable degree of certainty about the occurrence of a Personal Data Breach affecting Personal Data Processed by Relay pursuant to this Data Protection Appendix, Relay shall notify Customer of the Personal Data Breach  via email to the email address provided to Relay in Customer’s Account (“Customer Notification Email”), provide such information as Customer may reasonably require to meet its obligations under applicable law with respect to the Personal Data Breach and take steps to remediate the Personal Data Breach.  
f.    Relay shall timely notify Customer via the Customer Notification Email if Relay receives a valid and verifiable request from a Data Subject relating to the Processing of his or her Personal Data pursuant to the P3 Platform Subscription Terms. Relay shall provide Customer with reasonable assistance in responding to the request.
g.    Customer may conduct one audit during Relay’s regular business hours per twelve (12) month period during the term of the P3 Platform Subscription Terms.  If Customer has a good-faith belief that Relay is not in compliance with Applicable Data Protection Laws and Customer identifies in writing the basis for its good-faith belief, Customer may conduct an additional audit. Before the commencement of any such audit, Customer and Relay shall mutually agree upon the scope, timing, duration and Relay’s reasonable costs of the audit.  Customer shall promptly provide to Relay information about any actual or suspected non-compliance discovered during an audit. If Customer is subject to an information request or investigation from a competent data protection regulator, Relay shall, when required, assist Customer with the information request or investigation.  


h.    For any audit, information request or investigation pursuant to Section 3g:
i.    Customer shall ensure that any such audit, information request or investigation that relates to Relay shall be permitted only for the purpose of verifying Relay’s compliance with Applicable Data Protection Laws and shall not oblige Relay to provide or permit access to Confidential Information of other recipients of the P3 Platform Services;
ii.    Customer shall provide Relay with reasonable prior notice and shall use reasonable efforts to minimize disruption to Relay’s business; 
iii.    Customer shall ensure that all information obtained or generated in connection with the audit, information request or investigation is kept strictly confidential other than legally-mandated disclosure to a competent data protection regulator or as otherwise required by applicable law;
iv.    If the information request, investigation or audit relates to systems provided by or on the premises of Relay’s sub-Processors, the scope of the audit, information request or investigation shall be as permitted under the relevant agreement in place between Relay and the sub-Processor; 
v.    Customer shall pay Relay’s reasonable costs for Relay’s assistance with the audit, information request or investigation;


i.    Upon expiration or any earlier termination of the P3 Platform Subscription Terms, Relay shall delete or return to Customer all Personal Data in Relay’s possession; provided, however, that Relay may retain Personal Data as permitted or required to meet its obligations under applicable law.  


j.    Customer hereby provides its general authorization to Relay to appoint sub-Processors to perform the P3 Platform Subscription Terms.  Upon Customer’s request, Relay shall provide a list of Relay’s then-current sub-Processors.  
i.    Relay shall ensure that its sub-Processors are contractually obligated to protect Personal Data in compliance with Applicable Data Protection Laws and consistent with the obligations imposed on Relay in this Data Protection Appendix.  Relay shall remain responsible for the acts and omissions of each sub-Processor, subject in each case to the terms of the P3 Platform Subscription Terms.
ii.    Relay shall notify Customer of any addition or replacement of sub-Processor.  Customer agrees that Relay may provide notification of any such addition or replacement of sub-Processors via the Customer Notification Email.  Customer must object to any change of sub-Processor in writing within ten (10) business days after the date of the notification.  If Customer and Relay cannot mutually agree to a reasonable resolution to Customer’s objection, either party may terminate the P3 Platform Subscription Terms upon written notice to the other party.


k.      Relay certifies that it will not sell (as such term is defined in CCPA) Customer’s Personal Data.


l.     Customer understands and agrees that Relay is not liable for Customer’s failure to timely receive any duly-transmitted email sent to the Customer Notification Email pursuant to Sections 3e, 3f and 3j that was not received by Customer due to Customer’s failure to monitor or maintain as active the Customer Notification Email or technical issues outside of Relay’s reasonable control.

4.     INTERNATIONAL TRANSFERS


Relay shall not transfer Personal Data (nor permit the transfer of Personal Data) outside of the European Economic Area (EEA), United Kingdom or Switzerland unless Relay deploys appropriate safeguards as required by Applicable Data Protection Laws, such as entering into Standard Contractual Clauses (or their equivalent) that are adopted or approved by the European Union or the UK government.

5.    MISCELLANEOUS
If the P3 Platform Subscription Terms and this Data Protection Appendix conflict, then this Data Protection Appendix shall control but solely with respect to the Processing of Personal Data.  This Data Protection Appendix shall expire on the date on which Relay no longer Processes Personal Data on behalf of Customer other than as needed to fulfil Relay’s record retention obligations. If any provision of this Data Protection Appendix is deemed invalid or unenforceable by a court of competent jurisdiction, then the remainder of this Data Protection Appendix shall remain valid and in force. The invalid or unenforceable provision shall be either amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or otherwise construed in a manner as if the invalid or unenforceable part had never been contained therein.