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Terms of Service
Rellify Master Service Agreement
1. Definitions
"Confidential Information" means all non-public information disclosed by one party to the other, including business plans, data, and proprietary technology, but excluding information that is publicly available, independently developed by the receiving party, or rightfully received from a third party without any obligation of confidentiality.
"Customer Data" means all data uploaded to the Platform by Customer.
"Effective Date" means the earlier of: (a) the date Customer signs an SOW; (b) the date Customer clicks "I Agree" to this Agreement; or (c) the date Customer first accesses or uses the Platform or Services.
"Personal Data" means any information relating to an identified or identifiable natural person processed under this Agreement.
"Platform" means Rellify's proprietary Software-as-a-Service offering, including the software applications, user interfaces, databases, and any associated documentation made available to Customer by Rellify.
"Services" means the professional services provided by Rellify to Customer as detailed in an SOW, which may include content creation, strategy development, or custom AI model training and integration.
"SOW" means a Statement of Work that specifies the scope, deliverables, and fees for particular Services.
"Subscription Term" means the initial term of the SaaS subscription and any subsequent renewal terms, as specified in the applicable order form.
2. SaaS Terms
2.1 License Grant: Rellify grants Customer a non-exclusive, non-transferable, limited right to access and use the Platform during the Subscription Term solely for Customer's internal business operations.
2.2 Subscription Term and Renewals: Unless otherwise specified in applicable order forms, the initial Subscription Term is 12 months, beginning on the Effective Date and automatically renewing for successive 12-month periods unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term. Renewal pricing may be subject to change, with Rellify providing Customer written notice of any price adjustments at least 60 days prior to the end of the then-current term.
2.3 Service Level Agreement (SLA): Rellify will use commercially reasonable efforts to ensure the Platform’s availability in accordance with the SLA in Exhibit A.
2.4 Customer Data: Customer retains ownership of all Customer Data. Rellify will process and store Customer Data in compliance with the Data Protection Addendum in Exhibit B.
2.5 Acceptable Use Policy: Customer agrees to use the Platform only for lawful purposes and in accordance with this Agreement and any applicable documentation provided by Rellify. Customer shall not: (a) resell, lease, or sublicense the Platform; (b) attempt to reverse engineer, decompile, or disassemble the Platform; (c) use the Platform to transmit any unlawful, harmful, or offensive content; (d) exceed any usage limits specified in the applicable order form; or (e) interfere with or disrupt the integrity or performance of the Platform.
2.6 User Accounts and Security: Customer is responsible for maintaining the confidentiality of all user accounts and passwords associated with its use of the Platform. Customer shall promptly notify Rellify of any unauthorized access to or use of the Platform.
2.7 Suspension Rights: Rellify may suspend Customer's access to the Platform in the event of: (a) non-payment of fees; (b) a material breach of this Agreement by Customer; (c) a security breach or suspected security breach; or (d) to comply with applicable law or a court order. Rellify will use commercially reasonable efforts to provide Customer with notice prior to any suspension, except in cases where immediate suspension is necessary to prevent further harm or damage.
3. Services Terms
3.1 Scope of Services: Rellify will provide professional services as detailed in the applicable SOW(s).
3.2 SOWs: Each SOW will include: (a) a description of Services; (b) deliverables and milestones; (c) fees and payment terms; (d) timelines; and (e) a process for Customer acceptance of delivered Services.
3.3 Change Management: Any changes to an SOW must be documented in writing and signed by both parties.
3.4 Customer Obligations: Customer agrees to provide necessary resources, access, and information required for Rellify to perform Services.
3.5 Acceptance of Services: Customer shall have 5 busineess days after delivery of Services to provide written notice to Rellify of any non-conformities with the applicable SOW. If no notice is provided within such period, the Services shall be deemed accepted.
3.6 Intellectual Property Ownership for Custom Work: Ownership of any custom-developed software, AI models, or other materials created specifically for Customer during the performance of Services, including any modifications or improvements thereto, will be determined in accordance with the terms of the applicable SOW. Notwithstanding the foregoing, Rellify retains the right to use and incorporate any individual code components, AI model training and application configurations or other underlying elements developed in the course of providing the Services into Rellify's general platform offerings, provided that such use does not incorporate or disclose any of Customer's Confidential Information or Customer Data.
4. Fees and Payment Terms
4.1 Fees: Customer shall pay Rellify the fees specified in the SOW or Subscription Order Form. Subscription fees are based on the subscription tier and any additional credits purchased. All fees are payable in USD.
4.2 Payment Terms: Subscription fees are payable monthly in advance. Additional credits purchased will be payable upon request. Service fees specified in the SOW will be invoiced and payable net 30 days from the invoice date.
4.3 Taxes: Fees do not include taxes. Customer is responsible for all applicable taxes except for those based on Rellify's income.
4.4 Late Payment: Any undisputed amounts not paid when due will accrue interest at a rate of 12% per month (or the highest rate permitted by law, if lower) from the due date until paid in full.
4.5 Invoicing Disputes: Any disputes regarding invoices must be submitted to Rellify in writing within 5 business days of the invoice date. The parties agree to work in good faith to resolve any such disputes.
5. Term and Termination
5.1 Term: This Agreement begins on the Effective Date and continues until terminated in accordance with this Section 5.
5.3 Termination for Cause: Either party may terminate this Agreement for a material breach by the other party if the breach is not cured within 30 days of written notice specifying the breach. For purposes of this Section 5.3, "cure" means taking all reasonable steps to remedy the breach and prevent its recurrence.
5.4 Effect of Termination: Upon termination of this Agreement: (a) Customer’s access to the Platform will cease; (b) Customer will pay all fees for services rendered and subscriptions through the effective termination date; and (c) the confidentiality obligations in Section 6 will survive indefinitely.
6. Confidentiality
6.1 Definition: "Confidential Information" has the meaning set forth in Section 1.
6.2 Obligations: The receiving party agrees to: (a) use Confidential Information only for the purposes of this Agreement; (b) protect Confidential Information with the same degree of care that it uses to protect its own confidential information of similar importance, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party without the prior written consent of the disclosing party.
6.3 Duration of Confidentiality: The confidentiality obligations in this Section 6 will survive the termination of this Agreement indefinitely.
7. Intellectual Property
7.1 Rellify IP: Rellify retains all right, title, and interest in and to the Platform, Services, and any materials developed by Rellify during the course of this Agreement, including any modifications or improvements thereto.
7.2 Customer IP: Customer retains all right, title, and interest in and to Customer Data and proprietary content provided to Rellify, including any custom AI models trained on proprietary customer content.
7.3 Work Product: Ownership of any work product delivered as part of Services will be as specified in the applicable SOW.
7.4 Feedback: Any suggestions or feedback provided by Customer to Rellify regarding the Platform or Services will be the exclusive property of Rellify.
8. Indemnification
8.1 By Rellify: Rellify will indemnify and hold harmless Customer from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim that the Platform infringes such third party's intellectual property rights.
8.2 By Customer: Customer will indemnify and hold harmless Rellify from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data; (b) Customer's use of the Platform in violation of this Agreement; or (c) Customer's breach of any of its obligations under this Agreement.
8.3 Indemnification Procedures: A party seeking indemnification hereunder shall promptly notify the other party of the claim and cooperate fully with the other party in the defense of such claim. The indemnifying party shall have the right to control the defense and settlement of such claim, provided that the indemnifying party may not settle any claim without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld).
9. Limitation of Liability
9.1 Exclusion of Damages: Except for a party's indemnification obligations under Section 8, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement, regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if such party has been advised of the possibility of such damages.
9.2 Liability Cap: Except for a party's indemnification obligations under Section 8, each party’s total cumulative liability under this Agreement is limited to the fees paid by Customer to Rellify under this Agreement in the 12 months preceding the event giving rise to the liability.
9.3 Exceptions to Limitations: The limitations of liability in this Section 9 will not apply to: (a) a party's gross negligence or willful misconduct; (b) a breach of Section 6 (Confidentiality); or (c) a party's indemnification obligations under Section 8.
10. General Provisions
10.1 Governing Law: This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
10.2 Entire Agreement: This Agreement, including any Exhibits and SOWs, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
10.3 Amendments: This Agreement may be amended only by a writing signed by both parties.
10.4 Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, and governmental regulations.
10.5 Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered via email, upon the first business day following confirmed transmission to the email address provided by the other party. For purposes of this Section 10.5(d), confirmed transmission means: (i) receipt of an automated delivery receipt or read receipt; or (ii) the absence of a returned email or notification of failed delivery.
10.6 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.
10.7 Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. The failure of a party to enforce any provision of this Agreement shall not constitute a waiver of such party's right to enforce such provision at any later time.
10.8 Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Rellify may assign this Agreement without Customer's consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all its assets.
Exhibit A: Service Level Agreement (SLA)
1. Platform Availability: Rellify will ensure that the SaaS Platform maintains at least 99.5% uptime per calendar month, excluding scheduled maintenance and events beyond Rellify's reasonable control (e.g., force majeure).
2. Support Response Times: Rellify will provide support as follows:
Critical Issues: Response within 4 business hours.
High Priority Issues: Response within 1 business day.
Standard Issues: Response within 2 business days.
3. Scheduled Maintenance: Maintenance windows will be communicated to Customer at least 72 hours in advance and will typically occur during off-peak hours.
4. Remedies: If Rellify fails to meet the SLA, Customer may request a service credit of 5% of the monthly subscription fee for each full hour of downtime beyond the SLA threshold, up to a maximum of 25% of the monthly fee.
5. Exclusions: SLA remedies do not apply to:
Issues caused by Customer's use of the Platform in violation of the Agreement.
Third-party services integrated by Customer.
Network issues outside of Rellify's control.
Exhibit B: Data Protection Addendum
1. Definitions
1.1 Personal Data: Any information relating to an identified or identifiable natural person processed under this Agreement.
1.2 Processing: Any operation or set of operations performed on Personal Data, such as collection, storage, use, disclosure, or deletion.
1.3 Data Controller: The party that determines the purposes and means of processing Personal Data.
1.4 Data Processor: The party that processes Personal Data on behalf of the Data Controller.
2. Data Protection Obligations
2.1 Roles and Responsibilities: Customer is the Data Controller and Rellify is the Data Processor with respect to Personal Data processed in connection with this Agreement.
2.2 Processing Purposes: Rellify will process Personal Data solely to provide the Services and in accordance with Customer’s documented instructions.
3. Security Measures
Rellify will implement appropriate technical and organizational measures to protect Personal Data against unauthorized access, loss, or destruction. Measures include:
- Data encryption in transit and at rest.
- Regular security assessments.
- Access controls and monitoring.
4. Subprocessors
Rellify may engage subprocessors to assist in providing the Services. Rellify will:
- Ensure subprocessors comply with equivalent data protection obligations.
- Maintain a list of subprocessors and notify Customer of any changes.
5. Data Subject Rights
Rellify will assist Customer in responding to data subject requests, such as access, rectification, or deletion, as required under applicable data protection laws.
6. International Transfers
Rellify will ensure that any transfer of Personal Data outside the European Economic Area (EEA) complies with applicable laws, including reliance on Standard Contractual Clauses or equivalent safeguards.
7. Data Breach Notification
In the event of a Personal Data breach, Rellify will notify Customer without undue delay and provide necessary information to support compliance with breach notification obligations.
8. Retention and Deletion
Upon termination of the Agreement, Rellify will delete or return Personal Data to Customer, unless retention is required by law.
9. Audits
Customer may audit Rellify’s compliance with this Addendum, provided reasonable notice is given and audits do not interfere with Rellify’s operations.
10. Governing Law
This Addendum is governed by the laws specified in the main Agreement.
This Master Service Agreement (the “Agreement”) is entered into by and between Rellify, Inc. (“Rellify”) and the party agreeing to these terms (“Customer”). By signing a Statement of Work (“SOW”), clicking “I Agree” or accessing or using Rellify’s Software-as-a-Service (“SaaS”) platform and/or related services, Customer agrees to be bound by the terms of this Agreement. If Customer does not agree, Customer must not access or use the Platform or Services.
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Updated March 20, 2025