Terms of Service

Part 1: Cover Page

This Cover Page, together with the Additional Terms in Part 2 and the Bonterms Cloud Terms v1.0 incorporated by reference, forms the complete agreement between you (“Subscriber”) and JAB Ventures, Inc. d/b/a Relaya (“Relaya”).

Part 2: Additional Terms

These Additional Terms supplement, and where specified replace, provisions of Bonterms Cloud Terms v1.0. Capitalized terms used but not defined here have the meanings given in Bonterms.

1. Definitions

In addition to the definitions in Bonterms, the following definitions apply throughout this agreement:

• “Subscriber” means the Customer as defined in Bonterms — the entity or individual who creates a Relaya account and deploys the Cloud Service on their platform.
• “End Users” means the individual users of the Subscriber's platform who interact with the Cloud Service (e.g., persons who send messages in a Relaya chat widget embedded on the Subscriber's website or application). End Users are distinct from “Users” as defined in Bonterms (which refers to Subscriber's own employees and contractors).
• “Subscriber Platform” means the Subscriber's website, application, or service into which the Cloud Service is integrated.
• “End User Data” means any personal data submitted to the Cloud Service by or on behalf of End Users, including but not limited to: chat message content and metadata, display names, email addresses used for authentication, IP addresses (captured transiently for ban enforcement; not stored per message), and session identifiers.

2. License Grant and Restrictions

Subject to Subscriber's compliance with these terms and payment of applicable fees, Relaya grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Cloud Service during the Subscription Term solely for Subscriber's own lawful business purpose of deploying community chat functionality on the Subscriber Platform.

The license restrictions in Bonterms §9.3 apply in full. In addition, Subscriber may not: (a) resell or sublicense access to the Cloud Service to any third party without a separate Enterprise agreement with Relaya; (b) use the Cloud Service to build or operate a competing product or service; or (c) represent that the Cloud Service is Subscriber's own proprietary infrastructure.

3. Three-Tier Service Structure; End User Obligations

3.1 Structural Relationship. The Cloud Service is provided in a three-tier structure: Relaya provides infrastructure and APIs to Subscriber; Subscriber deploys the Cloud Service to End Users through the Subscriber Platform. Relaya has no direct contractual relationship with End Users. End Users are not third-party beneficiaries of this agreement.

3.2 Subscriber Warranties Regarding End Users. Subscriber represents and warrants that: (a) it has all necessary rights, permissions, and consents to submit End User Data to Relaya; (b) its own terms of service and privacy policy permit the data processing Relaya performs on Subscriber's behalf as described in these terms and Part 3; (c) it complies with all applicable laws in connection with its collection and use of End User Data; and (d) it will promptly notify Relaya at hello@relaya.chat if it becomes aware of illegal or abusive End User activity.

3.3 No Prescribed End-User Language. Relaya does not require Subscriber to add specific Relaya-mandated clauses to its own terms of service or privacy policy. Subscriber must have its own terms and privacy policy that cover, at minimum: (a) disclosure that it uses third-party chat infrastructure; and (b) a legal basis for processing End User chat data. No Relaya-specific consent language is required from End Users.

4. End User Content Moderation Responsibility

4.1 Subscriber Responsibility. Subscribers are responsible for monitoring and moderating content transmitted by their End Users using the tools provided by Relaya. Relaya provides moderation infrastructure (report, ban, and delete functionality) but does not monitor or review content transmitted through Subscriber's deployment as a matter of course.

4.2 Content Ownership. Content submitted through the Cloud Service is the content of Subscriber and End Users, not of Relaya. Relaya is not responsible for End User content transmitted through Subscriber's deployment.

4.3 Section 230 / Passive Conduit. Relaya operates as a passive infrastructure provider and interactive computer service as defined under 47 U.S.C. § 230. Relaya is not the publisher or speaker of any End User content.

5. Acceptable Use Policy

Subscriber shall not, and shall use reasonable efforts to prevent End Users from, using the Cloud Service to:

• Transmit, store, or display content that is illegal, obscene, defamatory, harassing, or that infringes third-party intellectual property rights;
• Transmit child sexual abuse material (CSAM) or any content that sexually exploits minors;
• Transmit spam, unsolicited commercial messages, or automated junk traffic;
• Violate any applicable law or regulation;
• Interfere with, disrupt, or attempt to gain unauthorized access to any part of the Cloud Service or its underlying infrastructure;
• Reverse engineer, decompile, or extract the Cloud Service APIs beyond documented access;
• Exceed plan usage limits in bad faith or through artificial inflation of usage metrics.

Relaya reserves the right to suspend the Cloud Service immediately and without prior notice if Subscriber or its End Users engage in activity that Relaya reasonably believes to be illegal or that poses an immediate risk to the Cloud Service or other subscribers. Relaya will provide notice as soon as practicable after any such suspension.

6. IP Address Handling

6.1 Capture and Purpose. Relaya captures the IP address of End Users at two enforcement points — OTP login and WebSocket connection — solely for the purpose of ban enforcement and geo-restriction checks. IP addresses are not stored per message and are not retained beyond the enforcement check. The IP ban list (chat_ip_bans) stores only the IP addresses that Subscriber administrators explicitly enter when creating bans.

6.2 Subscriber Access. Subscriber administrators may view and manage the IP bans they have created through the Relaya admin panel. End User IP addresses are not otherwise visible to Subscriber administrators through the Cloud Service.

6.3 Publication Restriction. Subscribers and their administrators must not publish, share, or otherwise make available individual End User IP addresses to third parties or to the general public. IP data is for internal moderation use only.

7. Age Restrictions

The Cloud Service is not intended for use by individuals under the age of 13. Subscriber is responsible for age compliance on the Subscriber Platform, including complying with the Children's Online Privacy Protection Act (COPPA) and, where applicable, GDPR age provisions. If Relaya is notified that a minor's data has been submitted through the Cloud Service, Relaya will delete that data promptly. Subscriber must not knowingly permit individuals under 13 to use the Cloud Service.

8. ML/AI Training Exclusion

Relaya will not use Customer Data or End User Data to train machine learning or artificial intelligence models. This obligation is in addition to, and more specific than, the data use limitations in Bonterms §5.1. De-identified, aggregated data that cannot reasonably be re-associated with any subscriber or End User may be used to analyze and improve service performance metrics, but will not be used as training data for any ML or AI model.

9. Payment Terms (replaces Bonterms §12 in full)

9.1 Fees. Subscription fees are as published on the Relaya pricing page at relaya.chat at the time of subscription. Relaya reserves the right to change pricing with 30 days' advance notice to Subscriber.

9.2 Merchant of Record. All billing, payment processing, tax collection, and refund obligations are handled by Paddle as Merchant of Record. By subscribing, Subscriber also agrees to Paddle's applicable terms of service. Billing disputes, chargebacks, and refund requests are handled by Paddle per their policies. Relaya's refund policy is available at relaya.chat/refund.

9.3 Suspension for Non-Payment. If a payment is declined and Subscriber does not remedy the non-payment within 10 days of notice from Relaya, Relaya may suspend access to the Cloud Service. Relaya will restore access upon receipt of payment.

9.4 Free Beta Period. During any publicly announced beta period, the Cloud Service is provided at no charge. Relaya will provide 30 days' advance notice before transitioning beta accounts to paid billing.

10. Service Availability

Relaya will use commercially reasonable efforts to maintain the availability of the Cloud Service. No uptime guarantee or SLA is provided. Relaya reserves the right to perform maintenance, which may result in temporary service interruptions. Relaya will use reasonable efforts to provide advance notice of scheduled maintenance affecting availability. Bonterms §7.2 and any default uptime commitment therein do not apply.

11. Intellectual Property

Bonterms §15 applies in full. Relaya retains all intellectual property rights in the Cloud Service, APIs, SDKs, documentation, and the Relaya name and marks. Subscriber retains ownership of Subscriber data (messages, user records, and configuration). Subscriber grants Relaya a limited license to process Subscriber data solely to provide and maintain the Cloud Service. Relaya may identify Subscriber by name in general customer lists and marketing materials unless Subscriber objects in writing.

Subscriber acknowledges that components of the Cloud Service may include open-source software. Applicable open-source license notices are available upon request.

12. Warranties and Disclaimer (supplements Bonterms §8)

Bonterms §8 applies in full. In addition: THE CLOUD SERVICE IS PROVIDED “AS IS.” RELAYA DOES NOT WARRANT THAT THE CLOUD SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RELAYA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT AS EXPRESSLY SET FORTH IN BONTERMS §8.1.

13. Limitation of Liability (supplements Bonterms §16)

Bonterms §16 applies with the following modifications: (a) the General Cap in Bonterms §16.2 is calculated based on the total fees paid by Subscriber to Relaya in the 6 months preceding the event giving rise to the claim (not 12 months); (b) the Enhanced Cap in Bonterms §16.3 is 3× the General Cap as stated in Bonterms; (c) Uncapped Claims are as defined in Bonterms §16.4.

In no event will Relaya be liable for: (a) loss of profits, revenue, data, business, or goodwill; (b) indirect, incidental, special, consequential, or punitive damages; or (c) damages arising from End User content transmitted through Subscriber's deployment, even if advised of the possibility of such damages.

14. Dispute Resolution; Arbitration (replaces Bonterms §22.2)

14.1 Governing Law. This agreement is governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles.

14.2 Mandatory Arbitration. Any dispute, claim, or controversy arising out of or relating to this agreement or the Cloud Service that cannot be resolved informally will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules. The arbitration will be conducted in English and, at Subscriber's election, may be conducted by written submission or by video conference. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.3 No Class Actions. Subscriber and Relaya each waive any right to bring claims on a class, collective, or representative basis. All disputes must be resolved on an individual basis.

14.4 Exceptions. Either party may seek emergency injunctive or other equitable relief in the state or federal courts located in Suffolk County, Massachusetts to preserve the status quo pending arbitration. Claims for intellectual property infringement may be brought in court without arbitration.

14.5 Informal Resolution. Before commencing arbitration, the party asserting a claim must provide written notice to the other party describing the claim in reasonable detail and the relief sought. The parties will attempt to resolve the dispute informally for 30 days before commencing arbitration.

15. Termination and Data Retention

Bonterms §14 applies with the following modifications:

• Initial term and renewal: The initial Subscription Term is one year, renewing automatically each year (overrides Bonterms §14.1). Subscriber may cancel at any time through account settings; cancellation takes effect at the end of the current annual period and Subscriber retains access through the end of the paid period. See Relaya's Refund Policy for details on refunds.
• Data retention after termination: Upon termination or expiration, Subscriber data will be retained for 30 days (not 60 days) to allow Subscriber to export data. After 30 days, Subscriber data will be permanently deleted. Subscriber is responsible for exporting any data before the retention period expires.
• Termination for cause: Relaya may terminate this agreement immediately for material breach of the Acceptable Use Policy (Section 5). For other material breaches, Relaya will provide 30 days' notice and opportunity to cure before terminating.
• Termination without cause: Relaya may terminate this agreement without cause on 30 days' notice. In such case, Relaya will provide a prorated refund of any prepaid fees for the unused portion of the then-current billing period.

16. Changes to Terms (replaces Bonterms §22.6)

Relaya may modify these terms at any time. For material changes, Relaya will provide at least 30 days' advance notice by email to the address associated with Subscriber's account. Continued use of the Cloud Service after the notice period constitutes acceptance of the modified terms. Changes required by applicable law may take effect immediately upon notice. Subscribers who do not accept a material change may terminate their subscription before the change takes effect for a prorated refund.

17. Indemnification (supplements Bonterms §17)

Bonterms §17 applies with the following additions to Customer-Covered Claims (Bonterms §17.3): Subscriber will indemnify, defend, and hold harmless Relaya and its officers, directors, employees, and agents from and against any third-party claims arising from: (a) content transmitted by Subscriber's End Users through the Cloud Service; (b) Subscriber's violation of applicable law in connection with its collection or use of End User Data; (c) Subscriber's breach of the warranties in Section 3.2; or (d) Subscriber's failure to moderate or remove illegal content from its deployment as required by applicable law.

18. Force Majeure; Export Controls; General

Bonterms force majeure (§22.9), export controls (§22.14), open source notice (§22.13), subcontractors (§22.10), feedback license (§15.2), trials and betas (§21), and all other general provisions of Bonterms apply in full except where expressly modified by these Additional Terms.

Part 3: Data Protection Addendum

This Data Protection Addendum (“DPA”) forms part of, and is incorporated into, the Terms of Service. It governs the processing of End User personal data by Relaya on behalf of Subscriber and is intended to satisfy the requirements of GDPR Article 28 and analogous provisions of applicable data protection laws.

DPA-1. Roles

For the purposes of applicable data protection law, and solely with respect to End User Data processed through the Cloud Service: (a) Subscriber is the Data Controller — Subscriber determines the purposes and means by which End User Data is collected and processed; (b) Relaya is the Data Processor — Relaya processes End User Data on Subscriber's instructions solely to provide and maintain the Cloud Service.

DPA-2. Processing Details

DPA-3. Relaya's Obligations as Processor

Relaya will: (a) process End User Data only on documented instructions from Subscriber, which include the terms of this agreement; (b) ensure persons authorized to process End User Data are bound by appropriate confidentiality obligations; (c) implement appropriate technical and organizational measures to protect End User Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access; (d) assist Subscriber, at Subscriber's reasonable request and expense, in responding to data subject rights requests that Subscriber cannot fulfill without Relaya's assistance; (e) not transfer End User Data to a third country or international organization without appropriate safeguards; and (f) upon termination, delete or return End User Data within the 30-day retention period, except where retention is required by law.

DPA-4. Sub-Processors

Subscriber grants Relaya general authorization to engage sub-processors. The following sub-processors are currently authorized:

Relaya will notify Subscriber of any intended addition or replacement of sub-processors with at least 30 days' notice, giving Subscriber the opportunity to object. Relaya remains responsible to Subscriber for sub-processors' compliance with this DPA.

DPA-5. Security Measures

Relaya implements appropriate technical and organizational security measures proportionate to the risks presented by the processing, including: encrypted data transmission (TLS); access controls limiting data access to authorized personnel; logical isolation of Subscriber data by station identifier; and regular review of security practices.

DPA-6. Breach Notification

Relaya will notify Subscriber without undue delay, and in any event within 72 hours of becoming aware of a personal data breach affecting End User Data.

DPA-7. Data Subject Rights

Subscriber is the first point of contact for End Users exercising data subject rights. Relaya will assist Subscriber with such requests where Subscriber cannot fulfill them without Relaya's technical assistance. Subscriber must submit deletion or data access requests to hello@relaya.chat.

DPA-8. Retention and Deletion

End User Data is retained for the duration of the Subscription Term. Chat message data is subject to the message archive retention period applicable to Subscriber's plan (30, 90, or 180 days). Upon termination, all Subscriber and End User Data will be deleted within 30 days.

DPA-9. UK GDPR and CCPA

This DPA applies equally to processing governed by the UK GDPR. For California Consumer Privacy Act (CCPA) purposes, Relaya acts as a Service Provider processing personal information on behalf of Subscriber; Relaya does not sell or share End User personal information.

DPA-10. Conflict

In the event of any conflict between this DPA and the main body of these Terms of Service with respect to data processing obligations, this DPA prevails.

Part 4: Bonterms Cloud Terms v1.0 — Incorporated by Reference

Bonterms Cloud Terms v1.0, published by Bonterms, Inc. and available at bonterms.com/forms/cloud-terms/, is incorporated into and forms part of this agreement in full, subject to the modifications set out in Parts 1 and 2 above.

For convenience, key structural modifications made by this agreement to Bonterms are summarized below: