Terms of Service

Covering Relay, Relay Studio (relaystudio.ai) and all Relay services.

These Terms of Service (the "Terms") are a binding contract between Kinetic Studio, Inc. d/b/a Relay ("Relay", "we", "us" or "our"), and the business entity that creates an account, checks the acceptance box, signs an Order Form, or otherwise accesses or uses any Service ("Customer", "you" or "your"). Each is a "Party".

Acceptance. You accept these Terms by checking the acceptance box, clicking a button that references these Terms, signing an Order Form that references them, or using any Service, whichever happens first (the "Effective Date"). If you accept on behalf of a company, you represent that you have authority to bind it. If you do not have that authority, you are personally bound by these Terms.

Business use only. The Services are offered only to businesses and to individuals acting for a business purpose, who are at least 18 years old. You confirm you are not acting as a consumer.

Order of precedence. If there is a conflict, the following order applies: (i) a signed Order Form, but only for the Services it covers and only where it expressly overrides a section of these Terms; (ii) these Terms; (iii) any policy or plan description we publish. A master services agreement signed by both Parties governs to the extent it expressly states that it supersedes these Terms.

Part A applies to every Service. Part B also applies to the Relay Studio platform. Part C also applies to managed services and any other service sold under an Order Form.

Part A: Terms for every Service

1. Definitions

• "Connected Account" means any social media, advertising or other third-party account you link to, or give us access to through, the Services.
• "Creator" means any individual content creator, editor, actor or talent engaged by Relay, directly or through a third party, in connection with the Services.
• "Customer Data" means the brand assets, trademarks, logos, product information, footage, website content and other materials you supply to us. Customer Data does not include Work Product.
• "Fees" means all amounts payable for the Services, including subscription fees, Order Form fees, overage charges, Continued Use Fees, Conversion Fees and Buyout fees.
• "Managed Services" means services Relay performs for you under an Order Form, including viral video content creation and distribution, UGC production, paid advertising management, strategy and any other service.
• "Order Form" means any order form, statement of work, proposal or checkout page accepted by you that describes Services and Fees.
• "Platform" means Relay's self-serve software platform at relaystudio.ai and any related application, dashboard, API, tool or user interface (including the "Relay Software").
• "Relay Materials" means the Platform, Relay's software, models, prompts, algorithms, hook and script libraries, formats, templates, frameworks, workflows, methodologies, know-how, Creator network and all improvements to any of them, whenever made.
• "Services" means the Platform, the Managed Services and anything else Relay provides to you.
• "Work Product" means everything created, generated, written, filmed, edited or produced by or for Relay in connection with the Services, by any person or by any automated or AI system, including posts, videos, slideshows, images, scripts, hooks, captions, concepts, storyboards, raw footage, project files, edits, audio selections, ad creative, campaign structures, reports and performance data, and all drafts, versions and derivatives of them. Work Product includes everything generated from your prompts, briefs, inputs, edits, selections or feedback.

2. Ownership of Work Product

2.1 Relay owns all Work Product. As between the Parties, Relay exclusively owns all right, title and interest, including all Intellectual Property Rights, in and to all Work Product and Relay Materials, from the moment of creation, whether or not the Work Product is based on Customer Data and whether or not it is delivered, approved, published or paid for. "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, rights of publicity, moral rights and other proprietary rights anywhere in the world, registered or not.

2.2 Assignment to Relay. If any right in any Work Product vests in you or your personnel, including by reason of your prompts, direction, edits, selections, approvals or contributions, you hereby irrevocably assign that right to Relay, and you waive (and will cause your personnel to waive) all moral rights in the Work Product. You will sign any document Relay reasonably requests to confirm this, and you appoint Relay as your attorney-in-fact solely to sign such documents if you do not do so within 10 days of request.

2.3 Fees buy a license, not ownership. No Work Product is a "work made for hire" for you. Paying Fees gives you only the license in Section 2.5. Nothing transfers ownership of any Work Product to you unless an Order Form signed by an officer of Relay expressly says the word "assigns" and identifies the specific Work Product.

2.4 Contract rights apply even without copyright. You acknowledge that some Work Product, including AI-generated material, may not be protected by copyright or other Intellectual Property Rights in some jurisdictions. Your rights in all Work Product, whether or not protected, are limited to the license in Section 2.5. Any use outside that license is a breach of these Terms, regardless of whether any Intellectual Property Right exists in the material used.

2.5 Your license. Subject to your payment of all Fees when due and your compliance with these Terms, during the term of your active paid subscription or Order Form (the "License Period") Relay grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to reproduce, display, distribute and publish the Work Product that Relay delivers to you, on your own social media channels and in your own paid advertising, solely to promote your own products and services. You may not: (a) sell, resell, license, sublicense or give Work Product to any third party, or use it for any brand other than the one named on your account or Order Form; (b) use Work Product or Relay Materials to train, fine-tune or evaluate any AI model or to build any dataset; (c) add Work Product to any stock, template or asset library; (d) register any copyright, trademark or domain consisting of or derived from Work Product; or (e) remove any credit or metadata Relay or a Creator includes.

2.6 When the License Period ends. When your subscription or Order Form ends for any reason: (a) within 5 days you must stop running all paid advertising, boosted posts, Spark Ads, whitelisted or partnership ads, and any other paid placement that uses Work Product; (b) you must make no new post, repost, edit, derivative or other use of any Work Product; (c) organic posts that you published on your own channels during the License Period may remain live, unedited, where they were posted; and (d) within 30 days you must delete all copies of unpublished Work Product in your possession and confirm this in writing on request.

2.7 Continued Use Fee. If you use any Work Product outside Section 2.5 or 2.6, including after the License Period ends, you agree to pay, for each calendar month or part of a month of that use, a license fee equal to 100% of the highest monthly Fee you paid Relay, and not less than $500 per month (the "Continued Use Fee"). The Parties agree this is a reasonable price for the license you chose to take and not a penalty. Relay may charge it to your payment method on file. Payment of the Continued Use Fee does not grant ownership, and Relay may also seek an injunction to stop the use.

2.8 Buyout. You may ask Relay to quote a perpetual license (a "Buyout") for specified Work Product. A Buyout takes effect only once Relay confirms it in writing and you pay the quoted fee in full. Unless the written confirmation expressly assigns ownership, Relay keeps ownership and grants a perpetual, non-exclusive license on the terms of Section 2.5 without the time limit.

2.9 Relay Materials. Relay retains all rights in Relay Materials. Relay may reuse any format, hook, structure, template, technique, style or learning from your account for any other customer, including your competitors. To the extent Relay Materials are embedded in Work Product, they are licensed to you only as part of that Work Product under Section 2.5.

2.10 Feedback. You hereby assign to Relay all rights in any feedback, suggestions, ideas or requests you provide about the Services, and Relay may use them without restriction or compensation.

2.11 Usage Data and De-Identified Data. Relay owns all data generated through your use of the Services, including performance, engagement, view and usage data ("Usage Data"), and all data derived from the Services that does not identify you or any individual ("De-Identified Data"). Relay may use Usage Data and De-Identified Data for any lawful purpose, including improving the Services, benchmarking, research, product development and training Relay's own algorithms and models.

2.12 Portfolio and publicity. Relay may display Work Product, your name, logo and the performance results of Work Product in its portfolio, case studies, website, sales materials, social media and advertising. You may ask Relay in writing to stop using your name and logo in materials created after 30 days from Relay's receipt of your request. Relay is not required to withdraw materials already published or distributed, and it may continue to display Work Product without naming you.

3. Customer Data

3.1 Your ownership. You retain ownership of Customer Data, subject to the licenses in these Terms.

3.2 License to Relay. You grant Relay and its subcontractors, Creators and service providers (including AI model providers) a worldwide, royalty-free, non-exclusive, sublicensable license to use, host, store, copy, process, modify, translate, adapt and create derivative works of Customer Data, and to use your trademarks and logos, to create Work Product, provide and improve the Services, and exercise Relay's rights under Section 2.12. This license lasts for as long as Relay provides Services to you and is perpetual and irrevocable as to Work Product already created and as to Usage Data and De-Identified Data.

3.3 Your promises about Customer Data. You represent and warrant that: (a) you own or have all rights, licenses, consents and releases needed to give Customer Data to Relay and to grant the license in Section 3.2; (b) Customer Data and every product claim, offer and instruction you provide is true, substantiated and lawful; (c) you have written consent from every identifiable person in Customer Data; and (d) Relay's use of Customer Data as permitted will not infringe or violate any third party's rights or any law.

3.4 Third-party AI and processors. You consent to Relay processing Customer Data through third-party AI models and service providers selected by Relay. Personal information is handled under Relay's Privacy Policy.

4. Fees and Payment

4.1 Fees. You will pay all Fees described in your plan or Order Form, in US dollars, without setoff, deduction or withholding. Except where these Terms expressly provide otherwise, all Fees are non-refundable, including for partial periods, unused posts, unused credits and unused features.

4.2 Introductory pricing. Any discounted first period renews at the standard price shown at checkout, unless you cancel before the renewal date.

4.3 Automatic renewal. Subscriptions renew automatically for successive periods equal to the initial period, at the price then in effect, until cancelled. You may cancel at any time in your account settings, and cancellation takes effect at the end of the current paid period. For annual subscriptions, Relay will email you a renewal reminder between 15 and 30 days before renewal.

4.4 Payment authorization. You authorize Relay and its payment processor to charge your payment method on file for all Fees when due, including recurring Fees, overages, taxes, Continued Use Fees and Conversion Fees, and to use card updater services. You will keep a valid payment method on file.

4.5 Invoices. Fees invoiced under an Order Form are due within 15 days of the invoice date unless the Order Form states otherwise.

4.6 Late payment and suspension. Overdue amounts accrue interest at the lesser of 1.5% per month or the highest rate permitted by law. Relay may suspend any Service and your license under Section 2.5 if any amount is more than 5 days overdue, and may terminate under Section 11 if any amount remains unpaid 15 days after notice.

4.7 Chargebacks. Disputing or charging back any Fee that was charged in accordance with these Terms is a material breach. On any chargeback, your license under Section 2.5 ends immediately, Section 2.6 applies, and you must repay the disputed amount plus all fees and costs Relay incurs. You agree that Relay may submit these Terms, your acceptance records and your usage records to any payment processor or card network.

4.8 Costs of collection. You will pay all costs Relay incurs to collect any amount you owe, including reasonable attorneys' fees, collection agency fees and court costs, whether or not a lawsuit is filed.

4.9 Taxes. Fees exclude all sales, use, value added, withholding and similar taxes, which you will pay (other than taxes on Relay's net income).

4.10 Price changes. Relay may change prices on at least 30 days' notice. New prices apply from your next renewal. Prices in a signed Order Form are fixed for its stated term.

4.11 Credits and allowances. Posts, credits, generations and other plan allowances expire at the end of each billing period, have no cash value and are not transferable.

4.12 Billing disputes. You must notify Relay in writing of any disputed charge within 30 days of the charge or invoice date, with a reasonable description of the dispute. After 30 days the charge is final and you waive any dispute of it. You must pay all undisputed amounts on time while a dispute is pending.

5. Acceptable Use and Your Responsibilities

5.1 Prohibited uses. You will not, and will not allow anyone to: (a) use the Services or Work Product for anything unlawful, fraudulent, deceptive, defamatory, harassing, hateful, sexually explicit or harmful to minors; (b) create content depicting a real person's face, voice or likeness without that person's written consent, or create any deepfake or impersonation; (c) make health, financial, earnings or other claims you cannot substantiate; (d) promote tobacco, vaping, cannabis, weapons, gambling, adult content, cryptocurrency, political causes or other regulated products without Relay's prior written approval; (e) copy, reverse engineer, decompile, scrape or attempt to extract the source code, prompts, models or data of the Platform; (f) use the Services to build, benchmark or improve a competing product or service; (g) share logins, exceed your plan's seats or limits, or circumvent any usage limit or security measure; (h) use bots or automated means to access the Services except through tools Relay provides; (i) introduce malware or attempt prompt injection or other manipulation of Relay's systems; or (j) resell, white-label or provide the Services to third parties without a signed reseller agreement with Relay.

5.2 You are the advertiser. You are solely responsible for all content published on your channels or in your ads, and for the products and claims it promotes. You will comply with all applicable laws and platform rules, including the FTC Act, the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255), disclosure of material connections, and any AI-generated content labels required by law or by a platform. Every approval you give, including approving, swiping right on, scheduling or publishing Work Product, is your decision and your responsibility. You must review Work Product before it is published.

5.3 Connected Accounts. You authorize Relay to access your Connected Accounts and to create, schedule, publish, edit, delete and analyze content on them on your instructions, including instructions given by approving content in the Platform. You are responsible for complying with each platform's terms. Relay is not responsible for any platform's actions, including content removal, reach limits, algorithm changes, account restrictions or bans.

5.4 Account security. You are responsible for all activity under your account and will notify Relay promptly of any unauthorized access.

5.5 Release for approved content. Once you approve, schedule, publish or use any Work Product, you accept it as is and release every Relay Party from all claims arising from its content, accuracy, legality, performance or reception, including claims that it was defamatory, misleading, infringing, offensive or non-compliant with any law or platform rule.

5.6 Ad spend and business decisions. You alone decide your budgets, offers, pricing and business strategy. Relay is not responsible for any ad spend, lost spend, wasted spend, platform charges, refunds to your customers or any business outcome, whether or not it followed a recommendation from Relay.

5.7 Your backups. You are responsible for keeping your own copies of Customer Data. Relay is not liable for any loss, corruption or deletion of Customer Data, Work Product or account content, however caused.

5.8 Security. Relay uses reasonable measures to protect the Services, but no system is secure. Relay is not liable for any unauthorized access to, or disclosure of, any data or account caused by a third party, a platform, a Connected Account or your own systems or personnel.

6. Creators and Non-Solicitation

6.1 Creators work for Relay. Creators are independent contractors of Relay, not employees or agents of Relay or of you. Relay obtains from Creators the rights needed to grant the license in Section 2.5.

6.2 No direct dealing. You will contact Creators about paid work only through Relay.

6.3 Non-solicitation. During the term of these Terms and for 12 months after it ends, you will not, directly or through any affiliate, agency or other third party, hire, engage or contract with: (a) any Creator who was introduced to you through the Services or whose content appears in Work Product delivered to you; or (b) any employee or contractor of Relay. This does not apply to a Creator you can show, through written records, that you engaged before the introduction, or to a person who responds to a general job posting not directed at them.

6.4 Conversion Fee. If you breach Section 6.3, you will pay Relay a conversion fee of $5,000 for each Creator and $25,000 for each Relay employee or contractor (the "Conversion Fee"). The Parties agree that Relay's lost revenue and replacement costs would be difficult to calculate and that the Conversion Fee is a reasonable estimate of them, not a penalty.

7. Confidentiality

7.1 Definition. "Confidential Information" means non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient") in connection with the Services that is marked confidential or that a reasonable person would understand to be confidential, including the terms and pricing of any Order Form, product plans, finances, credentials and, for Relay, the Relay Materials. Work Product, Usage Data and De-Identified Data are Relay's Confidential Information and are not your Confidential Information.

7.2 Obligations. The Recipient will use the Discloser's Confidential Information only to perform or receive the Services, protect it with at least reasonable care, and disclose it only to its personnel, contractors and advisors who need to know it and are bound by confidentiality duties at least as protective as these.

7.3 Exclusions. These obligations do not apply to information that the Recipient can show: (a) is or becomes public through no fault of the Recipient; (b) was lawfully received from a third party free to disclose it; (c) was independently developed without use of the Discloser's information; or (d) must be disclosed by law or court order, if the Recipient gives prompt notice (where lawful) so the Discloser can seek protection.

7.4 Duration. These obligations last during the term and for 3 years after it ends, and for trade secrets, for as long as they remain trade secrets.

8. Disclaimers

8.1 No guaranteed results. Relay does not guarantee any number of views, impressions, followers, engagement, clicks, leads, sales, return on ad spend or virality. Results Relay has achieved for other customers, including any view counts or case studies Relay publishes, are not a promise of your results.

8.2 AI output. Work Product may be generated in whole or in part by AI. AI output can be inaccurate, biased, unpredictable or offensive, and may be similar or identical to output generated for other customers. Relay does not warrant that any Work Product is unique, accurate, eligible for copyright or trademark protection, or free of third-party rights.

8.3 Third parties. Relay is not responsible for any third-party platform, AI provider, payment processor or Creator, or for any act or omission of any of them.

8.4 As is. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, WORK PRODUCT AND RELAY MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND RELAY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. RELAY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. BETA OR PREVIEW FEATURES ARE PROVIDED WITHOUT ANY WARRANTY OR SUPPORT.

8.5 Mutual authority. Each Party represents that it has full power and authority to enter into these Terms and that doing so does not breach any other agreement binding it.

8.6 Assumption of risk. You understand the risks of AI-generated content, short-form social media, influencer and creator marketing, and paid advertising, including that content may be removed, restricted, criticized or ineffective, and that platforms may restrict or ban accounts. You voluntarily assume all of those risks and waive all claims against every Relay Party arising from them.

9. Indemnification

9.1 By you. You will defend, indemnify and hold harmless Relay, its parent, affiliates and brands (including Relay Studio), and their respective officers, directors, shareholders, employees, contractors, agents, successors and Creators (each a "Relay Party") from and against all claims, demands, actions, investigations and proceedings by any third party or government authority, and all resulting losses, damages, judgments, fines, penalties, settlements, costs and expenses (including reasonable attorneys' fees and the cost of enforcing this Section), arising out of or relating to: (a) Customer Data; (b) your use of the Services or any Work Product, including any content published on your channels or in your ads; (c) your products and services and any claim made about them; (d) your breach of these Terms or violation of any law or platform rule; (e) your Connected Accounts; (f) any dispute between you and a Creator, customer or other third party; or (g) any instruction, brief or approval you gave. This obligation applies even where the claim alleges negligence of a Relay Party, except to the extent finally determined to have been caused by that Relay Party's gross negligence or willful misconduct. Your indemnity obligations are not subject to any limitation of liability.

9.2 No indemnity by Relay. Relay gives no indemnity of any kind, including for any claim that Work Product or the Services infringe any third party's rights. Your sole remedy for any such claim is that Relay may, at its option, modify or replace the affected Work Product or end your license to it.

9.3 Creators. Creators are third parties. Relay is not liable for any act, omission, statement or conduct of any Creator, on or off camera, and you will bring no claim against any Creator arising from Work Product or the Services.

9.4 Procedure. Relay will notify you of any claim covered by Section 9.1, but a delay in notice does not reduce your obligations. Relay may choose to control its own defense with counsel of its choice, at your expense, or require you to defend with counsel reasonably acceptable to Relay. You may not settle any claim in a way that admits fault of, or imposes any obligation on, a Relay Party without Relay's prior written consent.

10. Limitation of Liability

10.1 No indirect damages. IN NO EVENT WILL RELAY BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF FORESEEABLE OR ADVISED OF THEIR POSSIBILITY.

10.2 Cap. THE TOTAL AGGREGATE LIABILITY OF ALL RELAY PARTIES COMBINED, ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES, UNDER ANY THEORY, WILL NOT EXCEED: (A) FOR THE PLATFORM, THE LESSER OF THE FEES YOU PAID FOR THE PLATFORM IN THE 3 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND $1,000; (B) FOR MANAGED SERVICES, THE FEES YOU PAID UNDER THE ORDER FORM GIVING RISE TO THE CLAIM IN THE 3 MONTHS BEFORE THAT EVENT; AND (C) FOR ANY FREE OR TRIAL SERVICE, $100. MULTIPLE CLAIMS DO NOT ENLARGE THESE LIMITS.

10.3 Your liability is not limited. Nothing in these Terms limits your liability for: (a) Fees, Continued Use Fees, Conversion Fees or costs of collection; (b) your obligations under Section 9.1; (c) breach of Sections 2, 5, 6 or 7; or (d) fraud, gross negligence or willful misconduct.

10.4 Basis of the bargain. The Parties agree these limitations are an essential part of the bargain, reflected in the Fees, and apply even if a remedy fails of its essential purpose.

10.5 Exclusive remedy. For any failure of the Services or any defective Work Product, your sole and exclusive remedy, and Relay's entire liability, is for Relay at its option to re-perform the affected Service, replace the affected Work Product, or credit the Fees paid for it against future Fees, provided you notified Relay in writing within 10 days of delivery.

10.6 No personal liability. No officer, director, shareholder, employee, contractor or agent of Relay or its parent or affiliates has any personal liability to you. You will bring any claim only against the Relay entity named at the top of these Terms, and not against any individual or affiliate.

11. Term, Suspension and Termination

11.1 Term. These Terms begin on the Effective Date and continue until all subscriptions and Order Forms have ended and all Fees are paid.

11.2 Suspension. Relay may suspend any Service, your account or your license under Section 2.5, immediately and without liability, if you fail to pay when due, breach Sections 2, 4, 5 or 6, create a security, legal or platform risk, or if required by law or by a platform. Fees continue to accrue during suspension caused by you.

11.3 Termination by Relay. Relay may terminate these Terms, any subscription or any Order Form: (a) immediately on notice if you breach Section 2, 4, 5 or 6; (b) on notice if you commit any other material breach not cured within 10 days of notice; (c) immediately if you become insolvent, make an assignment for the benefit of creditors, or become subject to bankruptcy or similar proceedings; or (d) for any other reason on 30 days' notice, in which case (and only in that case) Relay will refund prepaid Fees for the unused portion of the paid period.

11.4 Termination by you. You may cancel a Platform subscription under Section 4.3. You may terminate an Order Form only if Relay commits a material breach and fails to cure it within 30 days of your written notice. There is no termination of an Order Form for convenience. If an Order Form ends early for any reason other than Relay's uncured material breach or Relay's termination under Section 11.3(d), all Fees for the remainder of its term become immediately due.

11.5 Effect of termination. When these Terms, a subscription or an Order Form ends: (a) your license under Section 2.5 ends for the affected Work Product and Section 2.6 applies; (b) all unpaid Fees become immediately due; (c) Relay may delete your account, Customer Data and access to Work Product 30 days after termination, and you may request an export of Customer Data before then; and (d) each Party will return or destroy the other's Confidential Information, subject to legal retention requirements and routine backups.

11.6 Survival. Sections 1 to 4, 5.2, 6 to 10, 11.4 to 11.6, 12 and 13, and any other provision that by its nature should survive, survive termination or expiration.

12. Disputes

12.1 Governing law. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of New York, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Arbitration of your claims. Any dispute, claim or controversy brought by you against any Relay Party arising out of or relating to these Terms, the Services or the relationship between the Parties, including any question of formation, scope or validity (a "Customer Claim"), will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in New York County, New York, and conducted in English. The arbitrator must apply these Terms, including Sections 10 and 12.4, may award relief only on an individual basis, and has no authority to award punitive damages. Judgment on the award may be entered in any court with jurisdiction. The existence, content and result of any arbitration are Confidential Information. If 25 or more similar Customer Claims are filed by the same counsel or by coordinated claimants, they will be administered in sequential batches of no more than 10, with one arbitrator per batch, and no batch may begin until the previous batch is resolved; limitation periods are tolled for claims waiting in a batch.

12.2A Relay's claims and venue. Relay may, at its sole election, bring any claim against you, including to collect Fees, enforce Sections 2, 5, 6 or 7, or obtain injunctive relief, either in arbitration under Section 12.2 or in the state or federal courts located in New York County, New York, or in any other court with jurisdiction over you. You irrevocably consent to the personal jurisdiction of the courts in New York County and waive any objection based on venue or inconvenient forum. Any dispute found not to be subject to arbitration must be brought only in those courts. You acknowledge that the different dispute paths for you and for Relay are reflected in the Fees and are a deliberate part of the bargain.

12.3 Notice before suit. Before filing any claim against Relay, you must send Relay written notice describing the claim and the relief sought, and allow Relay 30 days to resolve it. This does not apply to claims by Relay.

12.4 Time limit on claims. Any Customer Claim must be filed within 6 months after the facts giving rise to it first occurred, whether or not you knew of them, or it is permanently barred.

12.5 Service of process. You consent to service of process by email to the email address on your account or Order Form and by courier to your last known business address, in addition to any method permitted by law.

12.6 JURY TRIAL WAIVER. EACH PARTY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

12.7 CLASS ACTION WAIVER. ANY CUSTOMER CLAIM MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS OR REPRESENTATIVE PROCEEDING, IN ARBITRATION OR IN COURT. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT CUSTOMERS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS SECTION IS FOUND UNENFORCEABLE AS TO ANY CLAIM, THAT CLAIM MUST BE BROUGHT IN THE COURTS OF NEW YORK COUNTY AND SECTION 12.2 WILL NOT APPLY TO IT.

12.8 Injunctive relief. You agree that any breach or threatened breach of Sections 2, 5, 6 or 7 will cause Relay irreparable harm for which money damages are inadequate, and that Relay is entitled to injunctive and other equitable relief without posting a bond and without proving actual damages, in addition to all other remedies.

12.9 Attorneys' fees. If Relay prevails in whole or in part in any arbitration or action arising out of or relating to these Terms or the Services, you will pay Relay's reasonable attorneys' fees, expert fees, arbitration fees and costs. This is in addition to your obligation under Section 4.8. Otherwise each Party bears its own fees and costs.

12.10 Electronic records. Relay's electronic records of your acceptance of these Terms (including the date, time, IP address, account and version accepted), your approvals in the Platform, and your use of the Services are admissible as evidence and are presumed accurate unless you prove otherwise.

13. General

13.1 Entire agreement. These Terms, together with all Order Forms and the policies referenced in them, are the entire agreement between the Parties about their subject matter and supersede all prior proposals, discussions and agreements. Terms in any purchase order or other document you issue have no effect.

13.2 Changes. Relay may update these Terms by posting a new version and giving at least 30 days' notice by email or in the Platform. Your continued use of the Services after the notice period means you accept the update. If you do not accept it, you may cancel before the update takes effect. Updates do not change the terms of a signed Order Form during its current term.

13.3 Assignment. You may not assign or transfer these Terms, by operation of law, change of control or otherwise, without Relay's prior written consent. Relay may assign these Terms freely, including to an affiliate or a successor. Any attempted assignment in breach of this Section is void.

13.4 Relationship. The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship. Relay may provide any services to anyone, including your competitors.

13.5 Waiver. No failure or delay in exercising any right is a waiver of it. A waiver is effective only if in writing and signed by the waiving Party.

13.6 Force majeure. Relay is not liable for any delay or failure caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, government action, war, labor disputes, internet or utility failures, or the outage, policy change or action of any third-party platform or AI provider. Your payment obligations are not excused by any force majeure event.

13.7 Severability. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and modified to the minimum extent needed to make it enforceable, and the rest of these Terms remain in full force.

13.8 Notices. Notices to Relay must be sent by email to team@relaysocial.app with the subject line "Legal Notice". Notices to you may be sent to the email address on your account or Order Form, or posted in the Platform. Email notice is effective when sent.

13.9 Electronic signature and counterparts. These Terms and any Order Form may be accepted or signed electronically and in counterparts, each of which is an original and all of which together are one agreement.

13.10 Interpretation. Headings are for convenience only. "Including" means "including without limitation". There are no third-party beneficiaries except the indemnified persons named in Section 9.1.

13.11 Export and sanctions. You represent that you are not located in, or controlled by a person in, a sanctioned country, and that you are not on any US government restricted party list.

13.12 Construction. These Terms will not be construed against Relay because Relay drafted them. You acknowledge that you had the opportunity to review these Terms and consult counsel before accepting them.

Part B: Relay Studio Platform (relaystudio.ai)

B1. Plans and limits. Each plan includes the generation, publishing, seat and feature limits shown at checkout or in your account. Relay may change plan features on notice under Section 13.2, and will not materially reduce the core features of a plan during a paid period.

B2. Approval means instruction. When you approve, swipe right on, schedule or publish a post in the Platform, you instruct Relay to publish it to your Connected Account at the scheduled time, and you accept responsibility for it under Section 5.2. Relay may decline to generate or publish any content at its discretion.

B3. Creator network. On plans that include Relay's creator network, Relay may distribute Work Product through Creator accounts, subject to Creator availability. Relay does not guarantee any number of Creators, posts or results, and all such content is Work Product owned by Relay.

B4. Trials and introductory periods. Free trials and discounted first periods convert automatically to a paid subscription at the standard price unless cancelled before they end. Relay may change or end any trial or offer at any time.

B5. Availability. Relay will use commercially reasonable efforts to keep the Platform available but provides no service level commitment. Relay may perform maintenance, and may modify or discontinue any feature.

B6. Similar output. Other customers may receive Work Product that is similar to yours, and Relay may generate similar formats, hooks and structures for anyone. You have no exclusivity in any Work Product, format or idea.

B7. Analytics. Performance figures shown in the Platform come from third-party platforms and may be delayed, estimated or incomplete. They are provided for information only.

Part C: Managed Services

C1. Order Forms. Each Order Form describes the Managed Services, deliverables, term and Fees. Any change in scope requires a written change order accepted by both Parties, and may change the Fees.

C2. Your cooperation. You will provide the assets, access, information and approvals Relay reasonably requests within 3 business days. Delays caused by you do not pause or reduce Fees, and Relay is not responsible for resulting delays. Any deliverable you do not approve or reject in writing within 5 business days of delivery is deemed approved.

C3. Revisions. You receive the number of revision rounds stated in the Order Form. Additional revisions, or changes to an approved brief, are billed at Relay's then-current rates.

C4. Raw footage and project files. Raw footage, unused takes, project files and source files are Work Product owned by Relay and are not delivered unless the Order Form expressly says so. Any that are delivered are licensed under Section 2.5 only.

C5. Paid advertising management. If Relay manages advertising for you: (a) you pay all ad spend directly to the platform, or prepay it to Relay where the Order Form says so; (b) management fees are earned when charged and are non-refundable; (c) ad spend already committed to a platform is non-refundable; (d) you own your ad accounts, but campaign structures, audiences built by Relay, naming systems, creative and learnings are Work Product and Relay Materials; and (e) Relay is not liable for platform billing, account restrictions or results.

C6. Creator usage rights. Work Product featuring Creators is licensed under Section 2.5 for the usage period, channels and paid usage window stated in the Order Form. Any use outside that period, channel or window, including continued paid usage or whitelisting, requires a written extension and is otherwise subject to the Continued Use Fee.

C7. Minimum term. Each Order Form runs for its stated minimum term and may be terminated only as set out in Section 11.4. Fees for the full minimum term are payable even if you stop using the Managed Services.

C8. Other services. Strategy, software, consulting and any other services Relay provides, under any brand, are Managed Services governed by these Terms and the applicable Order Form. All work product from those services is Work Product owned by Relay under Section 2, unless the Order Form expressly assigns specific deliverables to you under Section 2.3.