Definitions

For purposes of these Terms, the following terms shall have the meanings and definitions set forth below:

“Affiliate” of a Party shall mean and include any entity or association controlled by, controlling or under common control with such Party. For the purposes of this definition, the term “control” shall mean the ownership of more than fifty percent (50%) of the voting shares in any entity or association.

“Agreement” means Terms of Use.

“Confidential Information” means information that one Party (or an Affiliate) discloses to the other Party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient Party without use of the disclosing Party’s confidential information, is rightfully given to the recipient Party by a third party without confidentiality obligations, or becomes public through no fault of the recipient Party.

"Communication Services" means licencing fees, content production and storage costs, data collection and storage, pooled advertising, attendee analysis, SANDI (Sandi) analysis, event analysis, network analysis and product team benchmarking analysis via Relate, the Content Provider and any third-party distributers.

“Content Intellectual Property Rights” shall mean and include any and all present and future rights in or to any inventions, patents and patent applications, works of authorship, copyrights, databases, Marks, designs, trade secrets, semiconductor design rights, mask works rights, and any other intellectual property and proprietary rights, anywhere in the world, whether registered, registrable, patentable or not, and all applications and registrations including all renewals, extensions and revivals of, and all rights to apply for, any of the foregoing rights, which pertain to the Digital Content.

“Digital Content” shall mean content that is made available by the Content Provider including but not limited to video content, presentations, digital news articles, digital magazines and other similar products. Relate users can access this digital content in the cloud through the Relate Application.

“End-User Agreement” shall mean the written agreement pursuant to which an end-user customer obtains the right to access the Content or any item thereof.

“Effective Date” shall mean the date of execution of this Agreement.

“Marks” shall mean and include those third-party trademarks, service marks, trade names, trade dress, logos and similar designations, whether registered or unregistered, used in connection with any or all of the Content.

“Order” means Relate applicable online order page(s), flows, in-product screens or other Relate approved ordering document or process describing the products and services the Content Provider is ordering and, as applicable, their permitted scope of use. As applicable, the Order will identify: (i) the Software, (ii) the number of End Users, the number of products, Subscription Term, domain(s) associated with Content Provider use of Software, or other scope of use parameters and (iii) (for paid Orders) the amount or rate Content Provider will be charged, the billing and renewal terms, applicable currency, and form of payment. Orders may also include No-Charge Products.

“Party” means a party to this Agreement.

“Person” shall mean and include any individual, corporation, trust, estate, partnership, joint venture, company, association, league, governmental bureau or agency, or any other entity regardless of the type or nature thereof.

“Software” means:

The Relate Portal also known as the Investor Relations (IR) Portal used for meeting preparation, meeting analysis, network behavior analysis, peer analysis, product team analysis, the Relate Trust Index, Sandi's analysis, content storage, meeting records and meeting participant identity storage (for Content Provider channel participants only);

Relate and Relate for Microsoft Teams and Relate for Zoom used by the designated host and moderators for vetting incoming questions, operating cameras and measuring participant behaviour during an interview. Also used by co-hosts and meeting attendees to access a meeting from remote locations.

“Software Intellectual Property Rights” shall mean and include any and all present and future rights in or to any inventions, patents and patent applications, works of authorship, copyrights, databases, Marks, designs, trade secrets, semiconductor design rights, mask works rights, and any other intellectual property and proprietary rights, anywhere in the world, whether registered, registrable, patentable or not, and all applications and registrations including all renewals, extensions and revivals of, and all rights to apply for, any of the foregoing rights, which pertain to the Software.

“Subscription Term” means the permitted subscription period for a Cloud Product, as set forth in the applicable Order.

1. Appointment of Relate as distributor

Appointment

1.1. By accessing the software, the Content Provider accepts these Terms of Use and hereby grants Relate a non-exclusive and non-transferable right to distribute the Content via its Application. Such grant authorizes Relate to:

(a) distribute the Digital Content to end-users as authorised distributor;

(b) enter into End-User Agreements via the Relate Application with end-users of the Content; and

(c) make copies of the Content for back-up purposes.

1.2. The Content Provider agrees that any Digital Content prepared by the Content Provider:

(a) shall be the responsibility of Content Provider; and

(b) that is prepared as a result of, or in response to, any questions, requests or any other form of instruction which is directed through the Software will only be prepared for Relate for distribution under these Terms of Use.

Independent Contractor

1.3. Relate shall act as an independent contractor under the terms of these Terms of Use.

1.4. Nothing in these Terms of Use shall be construed (i) to give either Party the power to direct or control the daily activities of the other Party; or (ii) to constitute the Parties as employer and employee, principal and agent, franchisor and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking.

1.5. Relate has no right or authority to enter into any contract, or to assume or create any obligation of any kind, on behalf of the Content Provider.

Limitation of Rights

1.6. Except as otherwise expressly set forth herein, Relate agrees that it is granted the rights under these Terms of Use solely for the purposes necessary for Relate to distribute the Content. For the avoidance of doubt, nothing in these Terms of Use shall be construed as conferring upon Relate any right to commercially exploit the copyright contained in the Content. In particular, except to the extent that applicable laws prevent the Content Provider restraining Relate from doing so and except as set forth below, nothing in these Terms of Use shall be construed as conferring upon Relate any rights to modify or adapt the Content, or prepare any derivative work, including any compilations, based on the Content for distribution. Any right granted to Relate to market, sell, reproduce, copy, communicate, deal with, include the Content as part of a collective work or database, host on servers, distribute, deliver, or stream the Content shall be ancillary, incidental, and limited to the extent that is necessary for Relate to sell the Content in the Territory. Notwithstanding the foregoing or anything to the contrary in these Terms of Use, Relate shall have the right to collect, use, analyze, and derive insights from data generated through the services provided by Relate in connection with the Terms of Use, provided that such data is anonymized and aggregated so that no personally identifiable information (PII), or information that could reasonably identify an individual or a specific company, is disclosed. Such anonymized and aggregated data may be used by Relate to develop, distribute, and commercialize benchmarking, analytics, and research products or services.

Ownership of the Content Intellectual Property Rights

Relate acknowledges the Content Provider’s (or its licensors’) exclusive right, title and interest in, and to, any and all Content Intellectual Property Rights and, except as specified in these Terms of Use, Relate shall acquire no rights whatsoever in, or to, any Content Intellectual Property Rights. Without limiting the foregoing, except as provided herein, these Terms of Use do not constitute a sale or any other transfer of the Content Intellectual Property Rights. Relate, whether in its capacity as reseller or agent, shall not take any action that may adversely affect or impair the Content Provider's right, title or interest in or to the Content Intellectual Property Rights.

Grant of Licence

2.1. Relate hereby grants to Content Provider a non-exclusive, non-transferable, non-sublicensable, revocable limited use license to use the Software solely pursuant to the express terms and conditions set forth in these Terms of Use. Relate reserves for itself all other right, title and interest not explicitly granted under these Terms of Use.

Training and Support

2.2. Relate shall provide Content Provider with the initial training material necessary and desirable to operate the Software as directed by the Content Provider.

2.3. Relate shall provide Content Provider with

(a) Telephone or electronic support during Relate's normal business hours in order to help Content Provider locate and correct problems with the Software, and

(b) Internet-based support system generally available seven days a week, twenty-four hours a day.

2.4. Relate shall provide Content Provider with:

(a) all updates, extensions, enhancement, modifications, and other changes Relate makes or adds to the Software and which Relate offers to other licensees of the Software.

(b) bug fixes and code corrections to correct Software malfunctions and defects in order to bring the Software into substantial conformity with its operating specifications.

Limitations of Use

2.5. Content Provider will not

(a) distribute, license, loan, or sell the Software or other content that is contained or displayed in it,

(b) modify, alter, or create any derivative works from the Software,

(c) reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software,

(d) remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software

Ownership of Software Intellectual Property.

2.6. Relate is the owner of all the Software Intellectual Property Rights included in the Software and has the exclusive right to grant the licence to the Software.

2.7. THE SOFTWARE IS PROVIDED "AS IS," WITH ALL FAULTS, DEFECTS, BUGS, AND ERRORS, AND RELATE EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES NOT SET FORTH HEREIN, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR RELIABILITY.

2.8. Relate will retain exclusive interest in and ownership of the Software Intellectual Property Rights in and to the Software and expressly reserves all rights not expressly granted under this agreement.

2.9. Third-Party Products. Content Provider may choose to use or procure other third party products or services in connection with the Software, including Third Party Apps or implementation, customization, training or other services. Content Provider's receipt or use of any third party products or services (and the third parties’ use of any Content Provider's Data) is subject to a separate agreement between Content Provider and the third party provider. If Content Provider enables or use third party products or services with the Software, Relate will allow the third party providers to access or use Content Provider Data as required for the interoperation of their products and services with the Software. This may include transmitting, transferring, modifying or deleting Content Provider Data, or storing Content Provider Data on systems belonging to the third party providers or other third parties. Any third party provider’s use of Content Provider Data is subject to the applicable agreement between Content Provider and such third party provider. Relate is not responsible for any access to or use of Content Provider Data by third party providers or their products or services, or for the security or privacy practices of any third party provider or its products or services. Content Provider is solely responsible for their decision to permit any third party provider or third party product or service to use Content Provider Data. It is Content Provider responsibility to carefully review the agreement between Content Provider and the third party provider, as provided by the applicable third party provider. RELATE DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OR VENDORS.

3.1. Monthly and Annual Plans. Except for No-Charge Products, all Software are offered either on a monthly subscription basis or an annual subscription basis.

3.2. Renewals. Except as otherwise specified in Content Provider's Order, unless either party cancels Content Provider's subscription prior to expiration of the current Subscription Term, the subscription will automatically renew for another Subscription Term of a period equal to the initial Subscription Term. Content Provider will provide any notice of non-renewal through the means Relate designates, which may include account settings in the Software or contacting our support team. Cancelling a subscription means that the Content Provider will not be charged for the next billing cycle, but will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable Software continuing to be offered and will be charged at the then-current rates.

3.3. Adding Users. Content Provider may add users, add products, or otherwise increase their use of Software by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable Order, Relate will charge Content Provider for any increased use at then-current rates, prorated for the remainder of the then-current Subscription Term.

3.4. Payment. Content Provider will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. If a PO number is required in order for an invoice to be paid, then Content Provider must provide such PO number to Relate by emailing the PO number to getstarted@trustrelate.com . Content Provider agrees that Relate may bill Content Provider's credit card or other payment method for renewals, additional users, additional products and unpaid fees, as applicable.

3.5. Delivery. Relate will deliver the login instructions for Software to Content Provider account or through other reasonable means no later than when Relate has received payment of the applicable fees. Content Provider is responsible for accessing Content Provider's account to determine that Relate has received payment and that the Order has been processed. All deliveries under these Terms will be electronic.

4.1. Taxes. Content Provider fees under these Terms exclude any taxes or duties payable in respect of the Software in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Relate, Content Provider must pay to Relate the amount of such taxes or duties in addition to any fees owed under these Terms. Notwithstanding the foregoing, if Content Provider obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, Content Provider may provide Relate with such exemption information, and Relate will use reasonable efforts to provide Content Provider with invoicing documents designed to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available.

4.2. Withholding Taxes. Content Provider will pay all fees net of any applicable withholding taxes. Both parties will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If Relate qualifies for a tax exemption, or a reduced treaty withholding rate, Relate will provide reasonable documentary proof. Content Provider will provide reasonable evidence that the relevant authority for the sum withheld or deducted has been paid.

5. If Content Provider purchased through a Reseller, an authorized partner or reseller of Relate (“Reseller”):

(a) Instead of paying Relate, Content Provider will pay the applicable amounts to the Reseller, as agreed between Content Provider and the Reseller. Relate may suspend or terminate Content Provider rights to use Software if Relate does not receive the corresponding payment from the Reseller.

(b) Content Provider order details (e.g., the Software you are entitled to use, the number of End Users, Product, the Subscription Term, etc.) will be as stated in the Order placed with Relate by the Reseller on Content Provider behalf, and Reseller is responsible for the accuracy of any such Order as communicated to Relate.

(c) If Content Provider is entitled to a refund under these Terms, then unless Relate otherwise specify, Relate will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding the appropriate amounts to the Content Provider.

(d) Resellers are not authorized to modify these Terms or make any promises or commitments on Relate's behalf, and Relate is not bound by any obligations to Content Provider other than as set forth in these Terms.

6. Evaluations, trials, and betas. Relate may offer certain Software to Content Providers at no charge, including free accounts, trial use and Beta Versions as defined below (collectively, “No-Charge Products”). Content Provider use of No-Charge Products is subject to any additional terms that Relate specifies and is only permitted during the Subscription Term Relate designates (or, if not designated, until terminated in accordance with these Terms). Except as otherwise set forth in this Section 6, the terms and conditions of these Terms governing Software fully apply to No-Charge Products. Relate may modify or terminate Content Provider right to use No-Charge Products at any time and for any reason in Relate's sole discretion, without liability to Content Provider. Content Provider understands that any pre-release and beta Software, and any pre-release and beta features within generally available Software, that Relate makes available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Software. Relate makes no promises that any Beta Versions will ever be made generally available. In some circumstances, Relate may charge a fee in order to allow Content Provider to access Beta Versions, but the Beta Versions will still remain subject to this Section 6.

7. Limitation of Liability

To the fullest extent permitted by applicable law, Relate shall not be liable for any loss of profits, revenue, business opportunity, interest, reputation or goodwill, loss or corruption of data, loss of or interruption to a party's business, or any special, indirect, consequential, punitive, exemplary or incidental damages arising from or in relation to, or attributable to, this agreement and/or that party’s performance hereunder, whether arising in contract, tort (including negligence), by operation of law, or otherwise, even if Relate has been placed on notice of the possibility of such damages. Relate shall also not be liable for any damages in the aggregate in excess of all fees actually received by Relate in connection with these Terms during the twelve (12) months preceding the claim.

8. Confidentiality, information use and disclosure

Confidentiality

8.1. Subject to clause 3.2, all Confidential Information is confidential and the receiving party must not publish, disclose or use or allow or suffer any other person within its control or influence to publish, disclose or use, any such Confidential Information.

8.2. A party may disclose any Confidential Information of the other where:

(a) the Confidential Information is in the public domain on the date of these Terms of Use or subsequently enters the public domain without any breach of the obligations under this clause;

(b) the Confidential Information is disclosed to an adviser of a party for the purposes of the transactions contemplated by these Terms of Use;

(c) the Confidential Information is known or becomes known to the party from a source other than the other party; or

(d) such disclosure is required by law or order of a court of competent jurisdiction or by order of an applicable governmental authority.

Use of information and Services

8.3. Except as otherwise permitted by this clause:

(a) all Confidential Information will be used for the purpose of giving effect to these Terms of Use; and

(b) each party must keep the Confidential Information confidential and must not, without the other party's prior written consent, provide to any person any Confidential Information.

Privacy

8.4. The parties agree that in handling Personal Data, they will comply with applicable U.S. federal and state data protection and privacy laws, including, to the extent applicable, the California Consumer Privacy Act as amended (CCPA), and, for personal information about residents of other U.S. states, any analogous comprehensive privacy statutes, and in so doing, as applicable to their circumstances, each party will, except as otherwise expressly permitted in the Agreement and as permitted by applicable law:

(a) process Personal Data solely to provide the Software and perform obligations under these Terms of Use, and only as documented in these Terms of Use or the disclosing party’s written instructions;

(b) implement and maintain reasonable administrative, technical, and physical safeguards intended to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access, including limiting access to authorized personnel with a need to know;

(c) not disclose any Personal Data to any third party without the disclosing party’s prior written consent, except to service providers bound by obligations no less protective than those in these Terms of Use or as required by law (with prompt notice to the disclosing party to the extent legally permitted);

(d) comply with applicable U.S. privacy and data security laws and regulations in connection with Personal Data, including honoring legally required consumer rights requests received by the party in its capacity as a business or controller;

(e) ensure any processing of Personal Data by subcontractors is performed under a written agreement imposing data protection obligations no less protective than those set forth herein, and remain responsible for such subcontractors’ compliance;

(f) notify the other party without undue delay, and in any event within seventy-two (72) hours, after becoming aware of any Security Incident involving Personal Data that is reasonably likely to require notice under applicable law, describing the nature of the incident and remediation steps; and

(g) not take any action with respect to Personal Data that would cause the other party to violate applicable U.S. privacy law, and, upon request, reasonably assist the other party (at the other party’s cost and expense) in meeting its legal obligations relating to Personal Data, including responding to verifiable consumer requests and regulatory inquiries.

Public Statements and Publicity

8.5. You may not make any public statement regarding these Terms of Use without Relate’s written approval.

9. Termination

9.1. Relate may terminate its services provided under these Terms of Use by providing written notice.

Return of Confidential Information

9.2. Upon termination, the Content Provider shall return all Confidential Information in written, recorded or other tangible form in it’s possession.

Confidentiality Obligations Continue

9.3. Notwithstanding the termination of these Terms of Use, the Content Provider and Relate shall continue to abide by the terms of their nondisclosure obligations with respect to Confidential Information under Section 8 of these Terms of Use, which shall survive for a period of five (5) years from termination, and with respect to trade secrets, for so long as such information remains a trade secret under applicable law.

10. Miscellaneous 

10.1. Governing Law; Venue. These Terms of Use and any dispute or claim arising out of or relating to them shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws rules. The parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in Suffolk County, Massachusetts for any such dispute, and waive any objection based on inconvenient forum. 

10.2. No Third-Party Beneficiaries. Except for Affiliates expressly permitted hereunder, nothing in these Terms of Use is intended to confer, and does not confer, any rights or remedies upon any person or entity other than the parties. 

10.3. Assignment. Neither party may assign or transfer these Terms of Use, in whole or in part, without the prior written consent of the other party, except that either party may assign these Terms of Use without such consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by these Terms of Use. 

10.4. Force Majeure. Except for Content Provider’s payment obligations (which shall be absolute), neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, governmental actions, failures of suppliers or carriers, or failures of the Internet, utilities or telecommunications. 

10.5. Notices. Any notice under these Terms of Use shall be in writing and deemed given when delivered personally, sent by nationally recognized overnight courier with tracking, or by certified mail (return receipt requested) or by email, as per the contact information set forth below or to such other address as a party may designate by notice.

Rowland Hirst
Chief Executive Officer
Relate Research and Technology Co
14 Munroe Rd, Lexington, MA, 02421, USA
rhirst@trustrelate.com

Content Provider: 

Contact details as per the Account Opening form.

10.6. Entire Agreement; Order of Precedence. These Terms of Use (including any Orders referenced herein) constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, understandings, and communications. In the event of a conflict between these Terms of Use and an Order, the Order shall control solely with respect to the subject matter of such Order.

10.7. Amendments; Waivers. No modification or amendment of these Terms of Use will be effective unless in writing and signed by both parties. No waiver will be effective unless in writing and signed by the waiving party, and no waiver shall be deemed a continuing waiver unless expressly stated.

10.8. Severability. If any provision of these Terms of Use is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision will be deemed modified so as to be valid and enforceable to the maximum extent permitted by law.

10.9. Counterparts; Electronic Signatures. These Terms of Use may be executed in counterparts, each of which is deemed an original, and all of which together constitute the same agreement. Signatures transmitted electronically (including via PDF or a recognized e-signature service) shall be deemed original.

10.10. Equitable Relief. A breach by either party of Section 8 (Confidentiality, information use and disclosure) or of a party’s intellectual property rights may cause irreparable harm for which monetary damages are an inadequate remedy; in such event, the non-breaching party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

10.11. Independent Contractors. The parties are independent contractors and nothing herein creates a partnership, joint venture, agency, or employment relationship.