Relay Customer Terms

Effective: August 29, 2026

These Customer Terms (the “Terms”) are between Tidestone Technologies LLC (“Tidestone”) and the business, organization, or sole proprietor for which a person starts a Relay organization (“Customer”). The organization name provided during signup identifies Customer in Relay but does not need to be Customer's legal name. Customer must provide accurate legal identity and other contracting details when Tidestone reasonably requests them. If the accepting person acts as a sole proprietor and does not identify a separate legal entity, Customer means that person acting solely in a business or professional capacity. Relay is a product of Tidestone. Relay and the related services Tidestone provides under these Terms are the “Service.”

Capitalized data-protection terms not defined in these Terms have the meanings given in the Data Processing Terms.

These Terms take effect for a Customer only when a person with authority affirmatively accepts them for that Customer. By accepting, that person confirms that they are using Relay for business or professional purposes and have authority to bind Customer. If that person does not have that authority, they must not accept these Terms or start an organization.

Tidestone's business address is:

Tidestone Technologies LLC
1968 S. Coast Hwy #5307
Laguna Beach, CA 92651

1. The Service

1.1 Access

Subject to these Terms and payment of applicable fees, Tidestone grants Customer a limited, nonexclusive, nontransferable, nonsublicensable right while Customer's applicable Service access or billing arrangement remains active to permit its authorized users and Customer-authorized systems to access and use Relay through supported interfaces, APIs, integrations, agents, and automations for Customer's business and operational purposes.

Provider-billed self-serve signup is offered to business and professional Customers where Tidestone's payment provider and applicable law permit. Customer is responsible for determining that it may lawfully obtain and use Relay in its location.

1.2 Authorized Users

Customer controls which people and systems it authorizes to use its Relay organization and which permissions, roles, integrations, schedules, and notification destinations it configures. Customer is responsible for:

its authorized users' and systems' compliance with these Terms;
keeping accounts, authentication methods, invite links, API, agent, integration, and Status Page command credentials, and devices secure;
promptly removing access that is no longer authorized;
not creating or authorizing a Relay account for anyone under 18;
ensuring that people who create users or invitations have Customer's permission to do so; and
the accuracy of its organization, contact, schedule, escalation, service, integration, billing, and recipient information.

Customer is responsible for instructions and actions submitted through its authorized systems and credentials as if Customer submitted them directly.

An authorized user's account may belong to more than one Relay organization. Customer receives rights only in its own organization and Customer Data.

Customer may authorize employees and other users in locations where use is lawful. Each party remains responsible for the employment, privacy, data-transfer, communications, sanctions, and other legal requirements assigned to it by law. Before Customer submits Customer Personal Data in a transfer that requires a legal transfer mechanism, Customer must contact Tidestone through the Company and Contact Notice and receive written confirmation that the required mechanism is in place. The Data Processing Terms describe that process.

1.3 Changes to Relay

Tidestone may improve, modify, replace, or discontinue features. New and changed features remain subject to these Terms, and adding a feature within the Service and data-use scope described here does not by itself amend these Terms. Tidestone will not use this right to avoid a material obligation already due. If a change materially reduces the core Service, Tidestone will provide reasonable notice when practicable.

1.4 No Service-Level Agreement

These Terms do not include a service-level agreement, guaranteed uptime, response time, recovery time, or service credit. Any separate written service-level commitment must be signed by Tidestone.

2. Customer Data and Instructions

2.1 Ownership

As between the parties, Customer retains its rights in data, content, instructions, and materials that Customer, its authorized users, or Customer-authorized systems submit to Relay, direct a third party to submit to Relay, or instruct Relay to receive or retrieve, and in Customer-specific records, analyses, summaries, recommendations, drafts, automation results, and other outputs Relay generates from those submissions or instructions (collectively, “Customer Data”). Customer Data does not include Tidestone Property, Feedback described in Section 3.3, or aggregated or de-identified information created under Section 2.4.

2.2 Limited License and Instructions

Customer grants Tidestone and its subprocessors a worldwide, nonexclusive license during the term to receive, retrieve, host, copy, organize, search, analyze, transform, generate, transmit, display, and otherwise process Customer Data only as needed to:

provide, operate, secure, maintain, troubleshoot, and support Relay and the features Customer chooses to use;
create and deliver Customer-specific records, analyses, summaries, recommendations, drafts, actions, and other outputs requested through Relay;
run Customer-configured workflows, automations, monitoring, testing, communications, and integrations;
prevent fraud, abuse, and security incidents;
comply with law and enforce these Terms; and
carry out Customer's documented instructions.

Customer's configuration and use of Relay, including feature invocations, prompts, API calls, imports, agents, integration settings, workflow and automation rules, support requests, and other written directions, are documented instructions for this purpose. Relay may use automated systems, including artificial intelligence, to carry out those instructions and produce Customer-specific results. Tidestone will not use Customer Data or information derived from Customer Data, including aggregated or de-identified information, to train or improve a generalized artificial-intelligence or machine-learning model. Section 2.4 otherwise continues to apply to aggregated and de-identified information.

After termination, the license continues only to the extent needed to return, delete, protect, or retain Customer Data as expressly permitted by Section 10.4 and the Data Processing Terms. The Data Processing Terms apply when Tidestone processes Customer Personal Data on Customer's behalf.

If Customer enables a public status page, Customer directs Tidestone to make the organization name, status copy, incident, Maintenance, or service information, links, logo, favicon, and other content Customer selects for that page (“Public Status Content”) available to anyone while published. Uploading or selecting an organization logo or other asset does not by itself authorize public use. Public use begins only when an authorized user enables the asset for status-page reuse and publishes a page or revision that includes it.

For Public Status Content, the license above includes the right to validate, decode, copy, re-encode, resize, create display and favicon variants, cache, transmit, and distribute the selected content and normalized asset variants through Relay's hosting and content-delivery systems. Tidestone will not intentionally publish the original uploaded asset when Relay creates a normalized variant for publication. The license continues after unpublishing only as reasonably needed for cache expiry, backups, security and abuse evidence, legal compliance, and the return, deletion, or retention duties described in these Terms and the Data Processing Terms. Customer understands that third parties may copy, index, cache, or redistribute material while it is public and that Tidestone cannot delete copies controlled by those third parties.

Relay's public Status Page, incident or Maintenance detail HTML pages, and compact embed include publisher and Relay-hosting attribution and a link for reporting the page. Relay limits public projections to the admitted status fields and normalized assets selected for publication.

Slack permissions may allow Relay to access messages, replies, files, reactions, participants, conversation identifiers, and related metadata in conversations available to the installed app. When Customer or an authorized user uses, invokes, configures, or enables a Slack-connected feature, Customer instructs Tidestone to retrieve and process the Slack content and metadata reasonably needed to provide that feature, whether in response to a user action or through a Customer-configured workflow or automation. Connecting Slack or granting technical permissions without using or enabling an applicable feature does not by itself instruct Tidestone to collect conversation history.

Relay may use instructed Slack data to carry out commands and workflows; search, retrieve, classify, correlate, summarize, or analyze content from Customer-authorized sources; create or update Incidents, notes, tasks, and other operational records; and provide Customer-specific recommendations, actions, or other outputs. Records created from Slack content are Customer Data and follow Relay's Customer Data lifecycle; they may not automatically change when source content is edited or deleted in Slack. Relay will apply access controls appropriate to the feature and Customer's configuration. Customer is responsible for selecting authorized sources, functions, and recipients.

Tidestone will not use Slack API data or information derived from it to train a large language or other machine-learning model, bulk-export Slack message or file data, or use one Customer's Slack API data to benefit another Customer or a third party. This does not prevent Relay from using automated systems or an authorized service provider to produce the Customer-specific result Customer requests, provided the Slack API data is not used to train a model.

2.3 Customer Responsibilities

Customer represents and warrants that it has all rights, permissions, notices, consents, and lawful bases needed for Tidestone to process Customer Data as described in these Terms. This includes rights and permissions relating to:

authorized users, invitees, responders, and alert recipients;
employee and contractor contact, schedule, availability, and on-call information;
incident, Signal, note, service, task, workflow, automation, analysis, recommendation, audit, support-message, Help-attachment, filename, and embedded-file content;
organization names, trademarks, logos, status copy, links, and other Public Status Content, including the right to authorize Tidestone's public processing described in Section 2.2;
data received from or sent to Customer-directed integrations, APIs, imports, agents, and other connected systems, including communications, files, logs, code, documentation, monitoring results, participants, identifiers, and related metadata; and
communication channels, providers, and destinations selected by Customer or its users.

Customer must be authorized to install or connect each Customer-directed service and to instruct the processing it enables. Before invoking or enabling a feature that processes another person's communications, files, or other third-party content, Customer must provide any notice and obtain any permission or lawful basis needed for that processing. Customer must not use Relay to expose private content to a person who is not authorized to receive it.

Customer must obtain and maintain any permission required for operational email, SMS, or voice communications to a destination; must not enroll a number or address it is not authorized to use; and must promptly honor revocation, unsubscribe, STOP, and reassigned-number information. Message and data rates or carrier charges may apply. These Customer duties do not limit Tidestone's own obligations under applicable communications law.

Customer must not direct Tidestone to process data in violation of law or another person's rights.

2.4 Aggregated and De-identified Information

Tidestone may create and use information that has been aggregated or de-identified so that it does not reasonably identify Customer, an authorized user, or another individual for service analytics, measurement, security, operations, and improvement, subject to the generalized-model training restriction in Section 2.2. Tidestone will not attempt to re-identify that information except to test whether de-identification is effective.

3. Tidestone Property and Feedback

3.1 Tidestone Property

Tidestone and its licensors own Relay and all related software, documentation, designs, interfaces, Relay-provided workflow functionality and templates, text, graphics, trademarks, domains, technology, improvements, modifications, and derivative works (“Tidestone Property”). Tidestone Property does not include Customer Data, including Customer configurations or Customer-specific workflow records and results. Except for the limited access right in Section 1.1, no right in Tidestone Property is granted to Customer.

Customer must not, and must not allow another person to:

copy, modify, distribute, sell, lease, sublicense, or create derivative works from Relay except as expressly permitted;
reverse engineer, decompile, or attempt to discover source code or nonpublic APIs, except to the limited extent law prohibits this restriction;
access Relay to build or benchmark a competing service, publish nonpublic performance results, or train a competing model or product;
remove proprietary notices; or
bypass access, security, rate, or usage controls.

3.2 Hosted Names and Asset Delivery

Tidestone owns Relay's hosted URL namespace and owns or controls Relay's domains and routing infrastructure. Customer does not acquire ownership of a status-page slug, path, hostname, redirect, or asset URL. Tidestone may reserve, reject, reclaim, redirect, quarantine, or suspend one when reasonably necessary to resolve a naming conflict, prevent impersonation or misleading affiliation, address infringement or another rights complaint, contain abuse or a security risk, comply with law or a binding provider requirement, or protect Relay or a third party. Tidestone will limit the action to the affected scope and provide notice and a reasonable recovery path when the circumstances permit.

Customer may use Relay-generated embeds, badges, and hosted assets through the product, publication, communication, embed, and integration surfaces Relay makes available for the associated Customer. Customer must not use a Relay-hosted asset URL as a general-purpose hosting origin or content-delivery network for an unrelated site, application, or service.

3.3 Feedback

If Customer or an authorized user voluntarily provides ideas, suggestions, ratings, corrections, evaluations, or other feedback about Relay through a surface identified for product feedback or otherwise clearly for Tidestone's product-improvement purposes (“Feedback”), the Feedback is non-confidential. Feedback does not include Customer content, prompts, retrieved context, generated outputs, Incidents, support content, or other Customer Data merely because that material is attached to, quoted in, or needed to understand the Feedback; those materials remain Customer Data. Feedback also does not include other material identified as Confidential Information. Customer grants Tidestone a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use, reproduce, modify, commercialize, distribute, and otherwise exploit the Feedback for any purpose without restriction, attribution, or payment. Customer does not acquire ownership in any Tidestone Property that incorporates or is informed by Feedback.

Customer confirms that it may grant this right for Feedback submitted by its authorized users.

4. Confidentiality

4.1 Confidential Information

“Confidential Information” means nonpublic information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or that a reasonable person would understand to be confidential from its nature and the circumstances. Customer Data is Customer's Confidential Information except that Public Status Content is public and non-confidential while Customer directs Tidestone to publish it. Unpublished source content, original asset files, publication controls, and nonpublic metadata remain Customer's Confidential Information. Tidestone's nonpublic product, security, technical, pricing, and roadmap information is Tidestone's Confidential Information.

Confidential Information does not include information that Recipient can document: (a) is publicly available without breach; (b) Recipient lawfully knew without confidentiality duty before disclosure; (c) Recipient lawfully received from another source without confidentiality duty; or (d) Recipient independently developed without using Discloser's Confidential Information.

4.2 Protection and Use

Recipient will use Confidential Information only to perform or exercise rights under these Terms. Recipient will protect it using at least reasonable care and may disclose it only to personnel, professional advisers, and service providers who need to know it and are bound by appropriate confidentiality obligations.

4.3 Required Disclosure

Recipient may disclose Confidential Information when lawfully required if, when legally permitted, Recipient gives Discloser prompt notice and reasonable assistance at Discloser's expense. Recipient will disclose only the portion legally required.

4.4 Duration

These confidentiality obligations continue for five years after disclosure, except that obligations for Customer Data continue for as long as Recipient retains it and obligations for trade secrets continue while the information remains a trade secret under applicable law. Obligations for Customer Personal Data also continue as required by the Data Processing Terms and applicable law.

5. Acceptable Use and Unsupported Data

Customer must not use Relay to:

violate law, another person's rights, or a contractual duty;
threaten, harass, defame, defraud, phish, impersonate, claim a misleading affiliation, discriminate unlawfully, or distribute unlawful, infringing, deceptive, or malicious content;
publish content or use a name, mark, logo, link, or hosted URL in a way that infringes, misappropriates, or otherwise violates another person's intellectual-property, privacy, publicity, or other rights;
probe or scan Relay except for a review expressly permitted by Section 9 of the Data Processing Terms and conducted within the parties' agreed written scope; gain unauthorized access to Relay or another system; or disrupt or overload Relay or another system. This does not prohibit a supported Relay feature from monitoring or testing a system Customer is authorized to monitor or test;
introduce malware or interfere with another customer's use;
create, upload, transmit, or store child sexual-abuse or exploitation material;
send spam, marketing SMS or calls, or other communications without required permission;
conceal the origin of a communication or use misleading sender information; or
use Relay for consumer surveillance or decisions that produce legal or similarly significant effects about individuals.

Unless Tidestone expressly agrees in a separate signed writing, Customer must not intentionally submit, configure Relay to collect, or use Relay primarily to process:

passwords, private keys, access tokens, or other credentials except through a Relay field specifically designed for that credential;
payment-card numbers, bank-account credentials, or authentication data covered by payment-card security standards;
protected health information subject to HIPAA;
special-category or criminal-offense personal data protected by Articles 9 or 10 of the European Union General Data Protection Regulation or an analogous law, including data about racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, genetics, biometrics used for identification, health, sex life, sexual orientation, or criminal convictions and offenses;
government-classified information, export-controlled technical data, or similarly regulated high-risk data; or
information whose processing requires Tidestone to sign a specialized regulatory agreement or obtain a certification Relay does not have.

These restrictions apply to every submission path, including form fields, messages, Help attachments, integration payloads, and content retrieved from a Customer-directed service. Customer must use reasonable care to exclude unsupported data. If Customer discovers that unsupported data was included inadvertently, Customer must promptly stop or limit the affected flow where practicable and cooperate with Tidestone on appropriate containment or removal. Customer must not upload a malicious or infected file. Relay may check a Help attachment's declared size and supported media signature, but that validation does not mean Tidestone reviewed the file for safety, accuracy, legality, hidden or embedded information, or third-party rights.

Tidestone may remove or quarantine prohibited content or suspend affected processing when reasonably necessary to address a violation or material risk. A person may report abuse, phishing, impersonation, unlawful or harmful content, or a rights concern through the Company and Contact Notice.

Each party will comply with applicable export-control, trade-sanctions, and anti-boycott laws. Customer must not access or use Relay, or permit an authorized user to do so, in violation of those laws. Customer represents that it and its authorized users are not prohibited or restricted parties and will not use Relay from, in, or for a sanctioned jurisdiction except as authorized by applicable law or license. Tidestone may restrict or suspend access as reasonably necessary to comply.

6. Alerts, Emergencies, and Customer Safeguards

Relay supports operational coordination, incident response, on-call, communications, monitoring, automation, collaboration, and related business workflows. Relay is not 911, an emergency dispatch service, a medical device, a public-safety service, or a life-safety system. Customer must not rely on Relay as the only way to protect life, health, property, critical infrastructure, or essential operations.

Alerts and notifications may be delayed, duplicated, suppressed, misrouted, or not delivered because of configuration, connectivity, device state, quiet hours, recipient state, carrier filtering, third-party services, provider outages, software defects, or other conditions. Tidestone does not guarantee delivery, receipt, acknowledgement, escalation, or response.

Customer is responsible for:

maintaining appropriate monitoring, backup communication channels, staffing, and emergency procedures;
independently verifying critical events and responses;
testing schedules, escalation policies, contact methods, devices, integrations, and delivery readiness;
keeping alert recipients and contact information current; and
deciding whether Relay is appropriate for a particular workflow.

7. Third-Party Services

When Customer uses a provider-billed arrangement, the billing provider identified at checkout processes account and billing information under Section 8 and the Privacy Notice. Relay may also interoperate with Customer-directed communication, collaboration, monitoring, cloud, status, code, version-control, testing, knowledge, automation, agent, and other services, including services such as Slack, Datadog, and Customer-configured webhooks. Relay may use telecommunications, email, mobile-push, hosting, artificial-intelligence, and other providers to deliver Customer-selected features. When Customer or an authorized user enables, configures, or uses a Customer-directed service, Customer authorizes Tidestone to exchange Customer Data with that service as needed to follow Customer's instructions.

Third-party services are governed by their own terms and privacy practices. Tidestone does not control and is not responsible for a third party's service, availability, changes, or independent processing. This Section does not limit Tidestone's responsibility for its own obligations when it engages a subprocessor under the Data Processing Terms.

8. Billing Arrangements, Fees, Renewal, and Taxes

8.1 Billing Arrangements

Each Relay organization receiving the full Service uses one active billing arrangement: provider billed, externally billed, or complimentary. An ended or not-yet-configured arrangement does not provide the full Service.

The applicable checkout, order, invoice, or written offer identifies the plan, currency, fees, billing interval, trial or promotional terms, quantity or usage metric, starting amount, renewal terms, and included access or allowances, and those details form part of Customer's order. For a provider-billed arrangement, Customer authorizes Tidestone and the identified billing provider to charge the associated payment method for recurring fees, adjustments under the disclosed quantity or usage metric, taxes Tidestone is required to collect, and other amounts Customer authorizes. A recurring arrangement renews as disclosed until canceled.

An externally billed arrangement is governed by the applicable order, invoice, or other written billing terms between Customer and Tidestone. Relay does not use a third-party billing provider to collect fees for that arrangement unless the parties later establish a provider-billed arrangement.

A complimentary arrangement has no recurring Service charge while it remains active. Tidestone may change a complimentary arrangement on reasonable notice when practicable or end it for convenience on at least 30 days' notice. Sections 9 and 10.2 continue to govern suspension and termination for cause. Tidestone will not begin charging Customer without a separate order or affirmative checkout authorization.

Access under any included role, quantity, usage allowance, or complimentary feature ends when the applicable entitlement ends. Tidestone may change a self-serve price or plan on reasonable advance notice. An increase applies no earlier than the first renewal after that notice and does not change fees already incurred.

8.2 Quantity, Usage, and Plan Changes

When a provider-billed plan uses a quantity or usage metric, Customer actions may change the billed amount. For example, adding, removing, reactivating, or changing an authorized user's role may affect a seat-based quantity, and use of a metered feature may affect a usage-based amount. The applicable checkout or order identifies the metric and how adjustments, prorations, credits, or minimums apply. A credit may be applied to a later invoice rather than refunded in cash when the disclosed billing terms permit.

Customer is responsible for quantity, usage, or plan changes caused by people to whom Customer grants the relevant Relay permissions, even if those people do not have billing access.

8.3 Arrangement Changes and Cancellation

A user with Customer's billing permission may manage or cancel a provider-billed subscription through the billing portal Relay makes available. If the portal does not present a cancellation control, Customer may request cancellation through Relay Help or the Company and Contact Notice, and Tidestone will confirm the effective date in writing. Cancellation takes effect as shown in the portal or Tidestone's written confirmation and reflected in Relay's billing state.

Changes to an externally billed arrangement follow its applicable written terms. Customer may request an end to a complimentary arrangement through Relay Help or the Company and Contact Notice. Archiving a Relay organization does not cancel a provider-billed subscription, end an externally billed commitment, or otherwise change its billing arrangement.

8.4 Refunds and Billing Corrections

When fees apply, fees are nonrefundable except where required by law or stated at checkout or in an applicable order. Customer may request a billing review through Relay Help or the Company and Contact Notice. Nothing in these Terms creates an automatic or unconditional refund right.

8.5 Taxes

Fees exclude taxes, duties, levies, and similar governmental assessments. Customer is responsible for them except taxes based on Tidestone's net income. Tidestone will collect taxes it is legally required to collect. Customer will provide accurate billing and exemption information.

8.6 Payment Failure

When fees apply, Customer must keep required billing information current and pay amounts when due. Tidestone may suspend features or access for overdue amounts after reasonable notice when practicable. Customer remains responsible for amounts incurred before and during suspension and before cancellation takes effect.

9. Suspension

Tidestone may suspend or quarantine an account, integration, status page, publication, feed, hosted name, asset, organization, or the Service to the extent reasonably necessary to:

address a security incident, credible threat, misuse, or material operational risk;
prevent unlawful activity or harm;
comply with law or a binding provider requirement;
address Customer's material breach, including nonpayment; or
protect Relay, Tidestone, Customer, another customer, or a third party.

Tidestone will limit the suspension or quarantine to the affected asset, page, publication, feed, hosted name, organization, or other scope when reasonably possible. Tidestone will provide notice, an opportunity to cure, and a recovery path when the circumstances permit, including restoration after implicated content is removed or replaced and the material risk is resolved. An isolated status-page, feed, or asset suspension does not by itself suspend unaffected Relay operations. Suspension does not end a billing arrangement or waive amounts accrued before or during suspension unless Tidestone states otherwise in writing.

10. Term and Termination

10.1 Term

These Terms begin when Customer accepts them and continue until all Customer billing arrangements and access rights end.

10.2 Termination for Breach

Either party may terminate these Terms for the other party's material breach if the breach is not cured within 30 days after written notice. Tidestone may use a 10-day cure period for undisputed nonpayment and may terminate or suspend immediately for unlawful use, a severe security threat, a breach that cannot be cured, or an insolvency event to the extent permitted by law.

10.3 Termination for Convenience

Customer may stop using Relay and end its billing arrangement through the applicable process in Section 8.3. Tidestone may terminate a self-serve Service for convenience on at least 30 days' notice and will refund any prepaid fees covering a period after the termination takes effect.

10.4 Effect of Termination

When termination takes effect, Customer's right to use Relay ends. Customer may request return of Customer Personal Data before access ends or promptly afterward. Tidestone will return or delete processor-scope Customer Personal Data as required by the Data Processing Terms. Information Tidestone retains for its own billing, security, legal-compliance, suppression, or claim-management purposes is governed by the Privacy Notice.

Sections that by their nature should survive do survive, including accrued payment obligations, ownership, Feedback, confidentiality, disclaimers, indemnity, liability limits, dispute terms, and data-disposition duties.

11. Warranties and Disclaimers

Each party represents that it has authority to enter these Terms.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RELAY AND ALL RELATED SERVICES, CONTENT, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TIDESTONE DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

TIDESTONE DOES NOT WARRANT THAT RELAY WILL BE UNINTERRUPTED, ERROR-FREE, SECURE FROM EVERY THREAT, OR COMPATIBLE WITH EVERY SYSTEM; THAT DATA WILL NEVER BE LOST; OR THAT AN ALERT, NOTIFICATION, INTEGRATION, ESCALATION, OR THIRD-PARTY SERVICE WILL OPERATE OR DELIVER AS EXPECTED.

These disclaimers do not exclude a warranty or remedy that cannot lawfully be excluded.

12. Customer Indemnity

Customer will defend Tidestone and its officers, members, employees, and agents against a third-party claim to the extent arising from:

Customer Data infringing, misappropriating, or violating the third party's rights;
Customer's failure to obtain required rights, permissions, notices, or consents;
Customer's unlawful or prohibited use of Relay;
Customer's instructions, integrations, recipients, or communications violating law; or
Customer's submission of unsupported regulated or high-risk data in breach of Section 5.

Customer will pay damages, costs, and reasonable attorneys' fees finally awarded against an indemnified party or included in a settlement Customer approves. Tidestone must promptly notify Customer, allow Customer to control the defense and settlement, and reasonably cooperate at Customer's expense. Customer may not settle a claim in a way that admits fault by or imposes a nonmonetary obligation on an indemnified party without that party's written consent.

This Section does not require Customer to indemnify Tidestone for a claim to the extent caused by Tidestone's breach of these Terms, gross negligence, willful misconduct, or violation of law.

13. Limits of Liability

13.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, EVEN IF ADVISED THAT THE DAMAGES WERE POSSIBLE.

13.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO RELAY, THESE TERMS, AND THE DATA PROCESSING TERMS WILL NOT EXCEED THE FEES CUSTOMER PAID OR OWED FOR RELAY DURING THE 12 MONTHS PRECEDING THE EARLIEST EVENT GIVING RISE TO THE APPLICABLE CLAIM OR SERIES OF RELATED CLAIMS. IF CUSTOMER PAID NO FEES DURING THAT PERIOD, THE CAP IS US$100.

13.3 Exclusions From the Cap

Sections 13.1 and 13.2 do not apply to Customer's payment obligations, Customer's obligations under Section 12, either party's fraud, gross negligence, or willful misconduct, or liability to the extent it cannot lawfully be limited. Nothing in these Terms excludes or limits liability in a manner prohibited by California Civil Code section 1668 or other applicable law. Subject to those exclusions, Section 13.1 and the cap apply in the aggregate, regardless of legal theory and even if a remedy fails of its essential purpose.

14. Governing Law and Disputes

California law governs these Terms without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing a lawsuit, a party must send a written dispute notice describing the claim and requested resolution. Authorized representatives will try in good faith to resolve the dispute for 30 days. This requirement does not prevent either party from seeking urgent injunctive relief or taking action needed to preserve a claim.

After that period, each party consents to the nonexclusive jurisdiction of the state and federal courts located in California. Each party waives objections based on personal jurisdiction or inconvenient forum in those courts. This paragraph does not prevent either party from bringing a claim in another court that has jurisdiction and proper venue.

15. Notices and Changes

“Account Contact” means the email address associated with the Relay account that most recently accepted these Terms for Customer, unless Customer later designates a replacement in writing. Customer must keep that address current and notify Tidestone of a replacement before disabling it.

Tidestone may give routine operational notices through Relay or an authorized user's email and may publish general policy notices on the public legal pages. A notice that these Terms require to be written—including a notice of breach, termination, a material agreement change, a new Subprocessor, or a dispute—must be sent to the Account Contact. An emailed notice is received on the first business day after it is sent unless the sender receives a non-delivery notice; if that occurs, the sender must use another reasonably available contact method. Customer may send formal notices through the Company and Contact Notice.

Tidestone may make administrative, clarifying, or legally required updates that do not materially increase Customer's obligations or reduce Customer's rights. The updated Terms will identify their effective date. Except for a self-serve price or plan change governed by Section 8.1, Tidestone will give reasonable advance notice of a material adverse change for an existing Customer unless applicable law requires earlier effect. No update applies retroactively to excuse a prior breach, and any consent required by law or the Agreement remains required.

16. General

Neither party may assign these Terms without the other's written consent, except that either party may assign them in connection with a merger, reorganization, sale of substantially all relevant assets, or change of control if the assignee assumes the assigning party's obligations. Tidestone may also assign these Terms to an affiliate. Any other attempted assignment is void.

Tidestone may use subcontractors and subprocessors but remains responsible for its obligations as stated in these Terms and the Data Processing Terms. The parties are independent contractors. These Terms do not create a partnership, franchise, fiduciary, agency, or employment relationship.

Neither party is liable for delay or failure caused by events beyond its reasonable control, except Customer's payment obligations. A failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent needed and the rest remains effective.

These Terms, the applicable checkout or order details, the Data Processing Terms, and any executed amendment are the complete agreement about Relay and replace prior or contemporaneous discussions on that subject. The Privacy Notice describes Tidestone's privacy practices but is not part of the parties' agreement. Checkout or order details control only for the identified plan, currency, fees, billing interval, trial or promotion, quantity or usage metric, renewal, included access or allowances, and expressly stated order-specific terms. An order or amendment changes another provision only if it expressly identifies that provision and is accepted by both parties. The Data Processing Terms control for Customer Personal Data, and the applicable Standard Contractual Clauses control for a Restricted Transfer.

No person other than the parties has a right to enforce these Terms, except an indemnified party may enforce Section 12 and a data subject may exercise rights expressly granted by applicable Standard Contractual Clauses.