Last updated: February 25, 2025
These Terms of Service (“Agreement”) is entered into by and between Relay Hawk, Inc. (“Relay Hawk” or “we” or “our” or “us”) and a Customer (defined below). “Customer” or “you” or “your” shall mean (i) any consumer using our Services, (ii) any visitor to the Relay Hawk website or platform or (iii) the customer identified on the invoice for purchase (the “Invoice”) of Relay Hawk Service (as defined below). This Agreement governs the Customer’s access and use of the Relay Hawk’s software-as-a-service platform, websites, mobile applications, off-platform offerings, and all related Relay Hawk applications (the “Relay Hawk Service” or “Services”). This Agreement is effective on the earlier of: (a) the date of the Invoice between the parties, or (b) Customer’s initial access to and use of the Relay Hawk Service (“Effective Date”).
Certain features of the Relay Hawk Service may be subject to additional guidelines, terms, or rules, which will be posted on Relay Hawk’s websites, including https://www.relayhawk.com, https://app.relayhawk.com, https://ai.relayhawk.com/ and other related websites (collectively, the “Website”) and all such additional terms, guidelines and rules are incorporated by reference into this Agreement. Any new features, services or tools which are added to the Relay Hawk Service shall also be subject to this Agreement. Relay Hawk may modify this Agreement from time to time. The modified Agreement shall take effect upon earlier of Customer’s next purchase or the date of their next Invoice. If Customer has an existing subscription commitment for Relay Hawk Service, the modified Agreement will take effect on the date the Customer renews or extends such subscription. When changes are made, Relay Hawk will make a revised version of the Agreement available at the Relay Hawk website at https://www.relayhawk.com/legal/terms-of-service, and update the “Last Updated” date at the top of the Agreement.
Please read these Terms of Service carefully before you start to use the Services. By using the Services or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://www.relayhawk.com/legal/privacy-policy, incorporated herein by reference (the “Privacy Policy”). If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website or Services. Your continued use of the Services following the posting of any changes constitutes acceptance of those changes. Do not access or use the Services if you do not agree to the terms and conditions of this Agreement.
This Website is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with Relay Hawk and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
Access. Subject to the terms and conditions of this Agreement and on or as soon as reasonably practicable after the Effective Date, Relay Hawk will allow Customer and its authorized employees and independent contractors (“Authorized User”) to access the Relay Hawk Service. Customer will prevent unauthorized access to, or use of, the Relay Hawk Service, and notify Relay Hawk promptly of any such unauthorized use known to Customer. Customer is responsible for managing its Authorized Users’ access to the Relay Hawk Service, including by immediately notifying the Relay Hawk if someone’s status as an Authorized User has ceased or otherwise should be revoked. Customer shall be responsible for all acts and omissions made by its Authorized Users.
License Grant. Subject to the terms and conditions of this Agreement, Relay Hawk grants to Customer a non-exclusive, non-transferable (except as permitted under Section 10.4) license during the Term (as defined below) to access and use the Relay Hawk Service (and any reports provided in connection therewith), in all instances solely for Customer’s internal business purposes. Customer may only permit Authorized Users to access and use the features and functions of the Relay Hawk Service under this Agreement. All rights not expressly granted to Customer in this Agreement are reserved by Relay Hawk.
Providers. Relay Hawk uses third-party hosting providers, other service providers and Affiliates to support the general provision of the Services to all of its customers, ie: ISPs, third party ticketing services, etc. Relay Hawk reserves the right to engage and substitute such providers as appropriate, provided that Relay Hawk: (a) remains responsible to you for the provision of the Services and (b) is liable for the actions and omissions of such providers taken in the provision of the Services.
Ownership. The Relay Hawk Service, together with any related software, technology, algorithms, processes, designs, user interfaces and any intellectual property rights related thereto or embodied therein, as well as any improvements or modifications to the foregoing, are the exclusive property and Confidential Information of Relay Hawk.
Restrictions. Customer will not, and will not permit any other party to: (a) allow any third party to access the Relay Hawk Service; (b) modify, adapt, alter or translate the Relay Hawk Service; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Relay Hawk Service for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Relay Hawk Service, except as permitted by law; (e) interfere in any manner with the operation of the Relay Hawk Service; (f) modify, copy or make derivative works based on any part of the Relay Hawk Service; (g) access or use the Relay Hawk Service to build, improve or enhance a similar or competitive product or service; (h) attempt to access the Relay Hawk Service through any unapproved interface; or (i) otherwise use the Relay Hawk Service in any manner inconsistent with applicable law.
Third Party Content. The Relay Hawk Service may include content or information pulled directly from or derived from third-party sources, including websites, social media platforms, news sources and advertisements that are not owned, created by or under the control of the Relay Hawk (collectively, “Third Party Content”). Notwithstanding anything to the contrary in this Agreement, Customer acknowledges that the Relay Hawk does not evaluate or vet the Third Party Content for accuracy. Nor does Relay Hawk assume any other responsibility for the Third Party Content or Customer’s use thereof. Customer should use all Third Party Content at its own risk and discretion. Customer expressly agrees to make all necessary or appropriate investigations before using or relying on such Third Party Content to enter into any transactions or reach any decisions.
Customer Responsibility. Any data and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use in connection with the Services, including without limitation any such information that relates to an identified or identifiable individual (together with any information that constitutes “personal information,” “personal data,” “personally identifiable information,” or similar term under applicable law, “Personal Information”), is the exclusive property of Customer (such information, including any Personal Information therein, “Customer Information”). Customer is solely responsible for the accuracy, quality and legality of Customer Information, including the right to send to the Services. Customer represents that Customer Information does not contain any libelous, tortious, or otherwise unlawful information; infringe or violate any copyright or other right of a third party, or contain any matter the publication or sale of which will violate any federal or state statute or regulation. Customer also represents that Customer Information is not obscene, vulgar, hateful or in any manner unlawful. For the avoidance of doubt, it is the responsibility of the Customer to disclose all systems on which the Relay Hawk Service will conduct security analysis. Customer will provide all required notices and obtain all consents and permissions needed to provide or make available to Relay Hawk Customer Information and for Relay Hawk to use and otherwise process the Customer Information to provide the Services and as otherwise contemplated by this Agreement. Customer and its Authorized Users will have access to the Customer Information and will be responsible for all changes to or deletions of the Customer Information and the security of all passwords and other access codes required in order to access the Relay Hawk Service. Customer has the responsibility to (i) employ appropriate security measures to protect the Customer Information and (ii) comply with all applicable laws in connection with the use of the Services and collection, use, disclosure and other processing of Customer Information. Customer acknowledges that, to the extent that Customer Information is integrated with third party software offerings, the security of such software systems is the responsibility of Customer or such third party vendor. Relay Hawk is solely responsible for its own strategic, operational and other business and legal decisions with regard to its use of the services, and Relay Hawk shall bear no responsibility or liability for any actions or inactions by Customer or any third party acting on its behalf.
Relay Hawk Responsibility. Relay Hawk shall comply with all applicable laws in connection with the provision of the Services, including its processing of any Customer Information. Relay Hawk will maintain reasonable physical, administrative and technical security measures designed to ensure the availability, integrity and confidentiality of the Customer Information.
Data Collection. Relay Hawk may use Customer Information and/or may collect information that is on your computer system that is necessary to prepare, develop, analyze, provide and/or enhance the Services. Customer Information may also be collected and used to provide support, ensure compliance and to generate marketing or technical insights. All such Customer Information Relay Hawk collects on and through the Website is subject to the Relay Hawk Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy
Third-Party Systems. In its use of the Services, Customer may choose to have Relay Hawk interoperate, integrate, or otherwise work in conjunction with third-party software, applications, or services, as well as other software components not directly provided by Company, such as calendars, CRMs, ticketing systems, etc., in order to facilitate the processing of Customer Information or otherwise in operation of the Services (collectively "Third-Party Systems"). If Customer uses any Third-Party Systems in connection with the Services, Customer represents and warrants that such use is subject to the terms and conditions of the applicable agreements between Customer and the providers of such Third-Party Systems, and that Customer has obtained, and will maintain throughout the term of this Agreement, all necessary rights, licenses, and permissions to use and integrate the Third-Party Systems with the Services. Customer hereby grants Relay Hawk a limited, non-exclusive, royalty-free license to access, use, and interoperate with the Third-Party Components solely for the purpose of providing the Services to Customer. Company makes no warranties or representations with respect to any Third-Party Systems, and Customer acknowledges and agrees that Relay Hawk is not responsible for the performance, security, or availability of such Third-Party Systems or for any issues, damages, or liabilities arising from its use or integration with the Services.
Fees. In consideration for the access rights granted to Customer and the Services performed by Relay Hawk under this Agreement, Relay Hawk will be paid the fees as set forth in the Invoice (“Fees”). Except as otherwise agreed upon, payment obligations are non-cancellable and all amounts paid are nonrefundable except as otherwise agreed by Relay Hawk.
Payments. Except as otherwise provided in the Invoice, all Fees are billed at the beginning of the Term, and due and payable within thirty (30) days of the date of the invoice. Relay Hawk reserves the right (in addition to any other rights or remedies Relay Hawk may have) to discontinue the Relay Hawk Service and suspend all Authorized Users’ and Customer’s access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full.
Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. For the avoidance of doubt, Customer Information will be considered Confidential Information of Customer.
Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a reasonable need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Relay Hawk). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.
Exceptions. Except with respect to Personal Information, the confidentiality obligations set forth in Sections 5.1 and 5.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) was independently developed by employees and contractors of the Receiving Party. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
Feedback & Analysis. Both during and after the Term, Relay Hawk may (a) use any suggestions, enhancement requests, recommendations or other feedback obtained in the course of providing the Services or otherwise provided by Customer, including Authorized Users, and (b) collect, use, and analyze data, including Customer Information, provided or made available to Relay Hawk or otherwise arising during the use of the Services, in each case (a) and (b), in order to improve and enhance the Relay Hawk Service and the Services and for other development, diagnostic and corrective purposes for those or other offerings of Relay Hawk, and solely to the extent such data is not shared with or disclosed to third parties in a manner that identifies Customer or any individual person.
Term. This Agreement will begin on the Effective Date and continue in full force and effect as long as any Invoice remains in effect or as long as Customer utilizes the Service, unless earlier terminated in accordance with the Agreement (the “Term”). The term of an Invoice will begin on the Effective Date of the Invoice and continue in full force and effect for the period set forth in the Invoice, unless earlier terminated in accordance with the Agreement. Thereafter, the Invoice will automatically renew for additional terms of the same duration each unless either party gives written notice of non-renewal to the other party at least fifteen (15) days prior to the expiration of the then-current term, provided if the term of an Invoice is longer than thirty (30) days, then either party shall give written notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the then-current term.
Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
Effect of Termination. Upon termination or expiration of this Agreement for any reason, Customer’s use of and rights to the Services and Relay Hawk Service shall cease and any amounts owed to Relay Hawk under this Agreement will become immediately due and payable. The provisions of this Agreement that by their nature should survive termination or expiration of this Agreement, including without limitation provisions regarding payment obligations, intellectual property ownership, confidentiality, indemnification, limitation of liability, and any other provisions that reasonably may be deemed to survive, shall survive the termination or expiration of this Agreement.
DATA PRIVACY. Each Party shall comply with all applicable data protection and privacy laws and regulations in connection with its collection, use, and disclosure of personal data under this Agreement, including without limitation the European Union General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other applicable data protection and privacy laws or regulations. Relay Hawk's collection, use, and disclosure of personal data in connection with the Services are further governed by Relay Hawk’s Privacy Policy.
SECURITY MEASURES. Relay Hawk shall implement and maintain appropriate technical and organizational measures to protect Customer Information from unauthorized access, use, disclosure, alteration, or destruction, and to ensure the confidentiality, integrity, and availability of Customer's data and content processed in connection with the Services. Such measures shall include, without limitation, access controls, encryption, network and system security, and regular security testing and monitoring.
Types of Damages. TO THE FULLEST EXTEND PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY OR PROCUREMENT OF SUBSTITUTE SERVICES, ANY BUSINESS INTERRUPTION, IMPACT OF LOST OR DAMAGED DATA OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
Amount of Damages. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR ANY LIABILITIES ARISING THEREUNDER WILL NOT EXCEED THE FEES PAID OR PAYABLE TO RELAY HAWK IN CONNECTION WITH THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL RELAY HAWK HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO THE ACTS OR OMISSIONS OF ANY THIRD PARTY. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.
Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 8 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
By Relay Hawk. Relay Hawk will defend at its expense any claim, action or suit brought against Customer and will pay any settlement Relay Hawk makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim, action or suit by any third party alleging that the Services infringe such third party’s patents, copyrights or trade secret rights under applicable laws within the United States of America (each an “Infringement Claim”). Notwithstanding the foregoing, Relay Hawk will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the Service not in accordance with this Agreement or (ii) any use of the Service in combination with other products, services, software or data not supplied by Relay Hawk. If any such Infringement Claim alleges, or if Relay Hawk reasonably believes, that the Services infringe any third-party intellectual property rights or their use is enjoined, Relay Hawk may, at its sole option and expense: (a) obtain the right for Customer to continue using the Services; (b) modify the Services with materially similar components so that the Services are no longer infringing; or (c) if neither (a) nor (b) is commercially practicable, terminate this Agreement upon written notice to Customer and refund to Customer any prepaid fees for the unused portion of the Services. This Section 10.1 states Relay Hawk 's entire liability and Customer's exclusive remedy for any infringement of third-party intellectual property rights.
By Customer. Customer will defend at its expense any claim, action or suit brought against Relay Hawk (including reimbursement of Relay Hawk’s reasonable legal or expert fees or related litigation costs), and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim, action or suit arising out of or relating to any Customer Information, Third Party Systems and the use thereof, or any improper or unauthorized use of the Services, including any violation of applicable laws.
Procedure. The Party seeking indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of any Claim for which indemnification is sought, provided that the Indemnified Party's failure to provide timely notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent such failure materially prejudices the Indemnifying Party's ability to defend the Claim. The Indemnifying Party shall have sole control of the defense and settlement of the Claim, provided that the Indemnified Party may participate in the defense at its own expense and with counsel of its own choosing. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense and settlement of the Claim, at the Indemnifying Party's expense. The Indemnifying Party shall not settle any Claim without the Indemnified Party's prior written consent if the settlement requires the Indemnified Party to admit liability, pay money, or take or refrain from taking any action, other than ceasing use of the allegedly infringing materials.
Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. The parties hereby expressly consent to the exclusive personal jurisdiction and venue in the state and federal courts for New York, New York for any lawsuit arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
Compliance with Law. Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and/or use of the Services.
Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, telecommunication or internet delays or failures, fire, earthquake, flood, pandemic or epidemic, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible
Publicity. Relay Hawk may use Customer’s name, social media handles, logo, or other trademarks in customer lists, press releases, blog posts, marketing materials, or other promotional materials, solely to identify the other party as a customer, as applicable, in accordance with any trademark usage guidelines provided by Customer. Except for the foregoing use, neither Party shall make any public announcement, press release, or other public statement concerning this Agreement, the existence of the business relationship between the Parties, or the terms and conditions of this Agreement, without the prior written consent of the other Party, which may be withheld at such Party’s sole discretion**.**
Independent Contractors. Customer’s relationship to Relay Hawk is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Relay Hawk.
Notices. All notices required or permitted under this agreement must be delivered in writing, if to Relay Hawk, by emailing legal@relayhawk.com and if to Customer by emailing the Customer Point of Contact email address listed in the Invoice, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed in Invoice by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service.
Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters.
Modification. Relay Hawk may modify this Agreement at any time by posting a revised version on the Website, and such modifications will become effective as of the first day of the calendar month following the month in which they were first posted. If Customer objects to the updated Agreement, as its sole and exclusive remedy, Customer may choose to not renew any applicable Invoice(s) at the end of the Term. For the avoidance of doubt, any such Invoice is subject to the version of the Agreement in effect at the time of execution of the applicable Invoice.