Relos Terms of Service

Introduction

These Terms of Service (the “Terms”) are a binding agreement between you and Relos Software, Inc. (“Relos,” “we,” “us,” or “our”). They govern your access to and use of the Relos platform and related services (together, the “Services”), as well as the Relos website at https://relos.com (the “Site”).

What Relos does. Relos is software for coordinating residential real estate sale transactions. Brokerages, real estate agents, and transaction coordinators upload executed purchase contracts and related documents. Relos reads the key dates from those documents, builds a transaction calendar, sends reminders about upcoming and passing deadlines, and collects electronic signatures from the parties. Relos serves residential sale transactions only.

By accessing or using the Site or the Services, by clicking to accept these Terms, or by signing or reviewing a document through the Services, you agree to these Terms. If you do not agree, do not use the Site or the Services.

If you use the Services on behalf of a brokerage, firm, or other organization, you represent that you have authority to bind that organization, and “you” includes that organization. Where an organization has signed a separate written agreement with Relos covering the Services (a “Client Agreement”), Section 03 explains how these Terms and that agreement fit together.

These Terms incorporate our Privacy Policy by reference.

Eligibility and Accounts

You must be at least 18 years old and able to form a binding contract to create a Relos account or to sign a document through the Services. Certain informational portions of the Site may be viewed without an account. If the law where you live requires a greater age or additional consent to enter into these Terms, you must meet that requirement.

You agree to provide accurate, current, and complete account information and to keep it updated. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account, except to the extent caused by our failure to use reasonable security measures. Notify us promptly at [email protected] if you suspect unauthorized access.

You may sign in using an email-based method or, at your option, a third-party identity provider such as Google. A Google Account is not required to use the Services. You may not share credentials in a way that compromises the Services, impersonate another person, misstate your identity or authority when signing a document, or create accounts by unauthorized automated means. We may require reasonable verification before restoring access, releasing a document, or acting on an account request.

Clients, Authorized Users, and Transaction Participants

Different people use Relos in different capacities, and these Terms apply differently depending on yours.

Clients

A Client is a brokerage, real estate agent, or other firm that holds a Relos account and pays for the Services. A Client:

• controls its transactions, including which documents are uploaded, which dates are entered or accepted, who is added as a participant, and what each participant can see;
• is responsible for the acts and omissions of its Authorized Users — its agents, employees, transaction coordinators, assistants, and anyone else it permits to use its account — and for ensuring they comply with these Terms;
• represents that it has the authority and any legally required basis to submit information about buyers, sellers, and other individuals to Relos and to direct us to process it, and that it has given those individuals any notice required by law;
• remains solely responsible for compliance with real estate licensing law, its agency and fiduciary duties, disclosure obligations, advertising rules, fair housing law, and its own recordkeeping and file-retention requirements; and
• is responsible for verifying every date and deadline in its transactions, as described in Section 14.

A brokerage that holds an account may access, supervise, export, and retain the transactions created by its Authorized Users, including after an Authorized User leaves the brokerage. If you are an agent or transaction coordinator using a brokerage’s account, your access is subject to that brokerage’s control, and your arrangement with your brokerage — not these Terms — governs what happens to your transactions if you leave.

Transaction Participants

A Transaction Participant is a home buyer, home seller, escrow or title professional, lender, inspector, or other person a Client adds to a transaction so they can review documents, receive reminders, or sign. If that is you:

• You may use the Services at no charge. Relos will not bill you.
• Your access is limited to what the Client has granted, and the Client may change or end it at any time.
• The Client — not Relos — decides what is in your transaction, who else can see it, and how long the records are kept. Requests to change, remove, or stop receiving anything about a transaction should go to the brokerage or agent representing you.
• Relos is not your agent, broker, coordinator, or adviser, and owes you no duty in connection with the transaction itself.
• Your relationship with your agent, brokerage, escrow company, and the other parties — including what they charge, what they advise, and how they perform — is governed by your agreements with them, not by these Terms. Relos is not responsible for their decisions or conduct.

Order of Precedence

Where a Client Agreement exists, it controls over these Terms for the Client that signed it and for information processed under it, to the extent of any conflict. These Terms continue to govern each individual user’s own use of the Services. No Client Agreement modifies Section 20 as it applies to a Transaction Participant or other individual who is not a party to that agreement.

Data Processing and Service Provider Status

As to the personal information contained in a Client’s transactions, the Client is the “business” or controller and Relos is a service provider or processor. Relos will process that information only to provide the Services to the Client and for the limited additional purposes applicable privacy law permits a service provider; will not sell it, share it for cross-context behavioral advertising, or retain, use, or disclose it for any purpose other than performing the Services; will not combine it with another Client’s information to build cross-client profiles; and will not enrich it with data from outside sources. Relos will notify the Client if it determines it can no longer meet these obligations. Our data processing addendum, which contains the terms applicable privacy law requires, is available at [email protected] and, once executed or incorporated by a Client Agreement, controls over this paragraph.

Electronic Signatures and Records

This consent is given under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law, including the Uniform Electronic Transactions Act.

Hardware and Software You Need

To access and retain electronic records you need a current web browser, an active email account, internet access, and the ability to view and save PDF files. If our system requirements change in a way that materially affects your ability to access or retain records, we will notify you. By continuing past the consent screen, you confirm that you are able to access and retain electronic records in these formats.

Scope of Your Consent

Your consent applies to all records and disclosures relating to your use of the Services, including documents you sign, notices, receipts, and the terms and policies that govern the Services. You may limit your consent to a single transaction by telling us in writing before you sign.

Withdrawing Consent and Requesting Paper Copies

You may withdraw your consent to transact electronically, or request a paper copy of a record, by emailing [email protected]. Withdrawing consent does not affect the validity of documents you already signed electronically, and it may mean you can no longer use portions of the Services that depend on electronic signature. We may charge a reasonable fee for paper copies, disclosed before we provide them.

What an Electronic Signature Does Not Do

Relos provides the tools used to prepare, deliver, sign, and store documents. Relos is not a party to any purchase contract or other document you sign, does not verify the identity or authority of any signer beyond the authentication and audit-trail measures described in our Privacy Policy, and does not review documents for legal sufficiency, accuracy, completeness, or enforceability. Whether a particular document is valid, enforceable, properly executed by an authorized signatory, and suitable for its purpose is your responsibility and that of the other parties to it. Relos does not confirm that all required disclosures were delivered, that a form is the correct or current version, or that a signature binds the person or entity it purports to bind.

Federal and state law exclude certain records from electronic execution or delivery. These include wills, codicils, and testamentary trusts; certain court documents; and, under 15 U.S.C. § 7003(b)(2), notices of default, acceleration, repossession, foreclosure, eviction, or the right to cure under a credit agreement or a rental agreement for a primary residence, and notices of cancellation or termination of utility service or of health or life insurance benefits. Do not use the Services to deliver a record of that kind, and do not rely on the Services to satisfy a notice requirement governed by a statute that requires paper or personal delivery. Requirements vary by state.

You are responsible for downloading and retaining your own copies of signed documents. While we take reasonable steps to retain records as described in our Privacy Policy, you should not rely on the Services as your only copy of an important document.

Your Content and Documents

The Services let you submit and generate purchase contracts, counteroffers, addenda, disclosures, reports, property and party information, dates, signatures, messages, and other materials (collectively, “User Content”). You retain all rights you have in your User Content. These Terms do not transfer ownership of your User Content to us. Where a Client uploads User Content, that Client, not Relos, determines how it is used within the Services.

You grant Relos a limited, non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, display, and process your User Content, and to create de-identified and aggregated data from it, solely as reasonably necessary to provide, secure, maintain, troubleshoot, and improve the Services, and to comply with law. This license also extends to the service providers we use to deliver the Services, as identified in our Privacy Policy. It ends when the content is no longer needed for those purposes, subject to reasonable backup, security, and legal-retention requirements.

You represent and warrant that you have the rights and permissions necessary to submit your User Content and to direct its processing, and that your User Content does not infringe or violate the rights of any third party or any applicable law.

You are responsible for the accuracy of what you submit. Do not submit information you are not authorized to share, and do not include information in a document that is not necessary for its purpose. Unless we agree otherwise in writing, do not upload Social Security or taxpayer identification numbers, driver’s license or passport numbers, dates of birth, bank account or routing numbers, payment card data, credit reports or credit scores, tenant or background screening reports, tax returns, pay stubs, bank statements, protected health information subject to HIPAA, or information subject to comparable regulatory regimes. Redact that information before uploading. The Services do not need it to calendar deadlines or collect signatures, and uploading it increases everyone’s risk.

We do not routinely monitor User Content. We may, but are not obligated to, review, remove, or restrict access to User Content that we reasonably believe violates these Terms or applicable law, or that creates risk to us, our users, or third parties.

No Training of AI Models on Your Content

We do not use your User Content to train, develop, or improve generalized or non-personalized artificial-intelligence or machine-learning models, and we do not permit our service providers to do so. The license above permits us to improve the Services through operational analysis and aggregated, de-identified data, not through model training on your content. Where a feature uses an AI or automated system to help generate or summarize a document, we will identify it, its output is a draft only, and Section 14 applies to it.

Relos and Proprietary Rights

Relos and its licensors own the Site, the Services, and their software, designs, user interfaces, documentation, templates, workflows, branding, and other materials, excluding User Content and third-party materials. All rights not expressly granted are reserved. These Terms do not transfer ownership of either party’s intellectual property.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right, revocable in accordance with Section 13, to access and use the Services for your lawful personal or internal business purposes. You may not copy, modify, translate, create derivative works of, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services, except to the extent that restriction is unenforceable under applicable law. You may not resell, sublicense, rent, lease, or provide the Services to third parties as a service bureau, or use the Services to build a competing product.

You may not use our trademarks, service marks, logos, or trade dress without our prior written permission.

Acceptable Use

You may not use the Site or the Services to:

• Violate applicable law or another person’s rights;
• Submit, transmit, or generate content you do not have the right to use;
• Sign a document as, or on behalf of, a person you are not authorized to represent, or otherwise misrepresent your identity, license status, authority, or affiliation;
• Submit information you know to be false or misleading, backdate or alter a date, or modify an executed document to misstate what a party agreed to;
• Engage in discrimination prohibited by the Fair Housing Act, state or local fair housing law, fair lending law, or equal-opportunity law, or use the Services to steer, exclude, or disadvantage a person on the basis of race, color, religion, sex, sexual orientation, gender identity, familial status, national origin, disability, source of income, or any other protected characteristic;
• Conduct activity requiring a real estate, escrow, mortgage, or law license that you do not hold, or use the Services to provide legal advice or prepare legal documents for another person unlawfully;
• Add a person to a transaction, or send them reminders or signature requests, without a legitimate transactional reason and the authority to do so;
• Use the Services or any information in them for marketing, prospecting, solicitation, or lead generation directed at a party you do not represent;
• Distribute malware, exploit code, or harmful content;
• Probe, scan, attack, disrupt, or gain unauthorized access to the Services, another user’s account, or any connected system;
• Bypass rate limits, access controls, authentication, security measures, or usage restrictions;
• Scrape, crawl, or harvest data from the Services except as expressly permitted, or use the Services to train a machine-learning model;
• Interfere with other users or place an unreasonable load on shared infrastructure; or
• Facilitate fraud, money laundering, harassment, abuse, or other deceptive or unlawful conduct.

We may investigate suspected violations and take proportionate action to protect our users, our service providers, and the Services, including removing content, restricting features, or suspending accounts.

Third-Party Services

The Services depend on and connect to third-party services, including authentication, hosting, database, logging, electronic-signature, address and geocoding, and payment providers. Those providers are identified in our Privacy Policy. The Services may also display content submitted by agents, brokerages, escrow and title companies, lenders, inspectors, and other parties to a transaction.

Your use of a third-party service is governed by that party’s own terms and privacy policy. We do not control, endorse, or assume responsibility for third-party services, their availability, security, pricing, content, accuracy, or data practices, or for any transaction, agreement, or dispute between you and a third party. Any dealings you have with a third party through or in connection with the Services are solely between you and that party.

Property address, mapping, and geocoding information is supplied by third-party providers for convenience only. It may be incomplete, out of date, or inaccurate, and must not be relied on for the legal description of a property, its boundaries, parcel identification, zoning, valuation, or any purpose requiring verified data. The legal description in the contract, title report, and recorded instruments controls.

Fees and Payment

Who Pays, and Who Does Not

Per-Transaction Fees

The Services are currently offered to Clients on a per-transaction basis. We will disclose the applicable fee before you authorize it. By authorizing a transaction, the Client agrees to pay the disclosed fee and any applicable taxes. Where a brokerage has agreed to pay fees on an agent’s behalf under a Client Agreement, the agent owes no fee to Relos for the covered transaction. Fees are earned for the use of the Services and do not depend on whether a transaction closes.

Authorization and Processing

Payments are processed by a third-party payment processor. You authorize us and our processor to charge the payment method you provide for the amounts you approve. You represent that you are authorized to use that payment method. Full payment card numbers and bank credentials are handled by our processor and are not stored by Relos. If a payment fails or is reversed, we may retry it, suspend the affected transaction or feature, and recover amounts owed as permitted by law.

Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, and similar taxes and assessments, excluding taxes on our net income.

Refunds and Cancellation

Except where required by law or expressly stated at the time of purchase, fees are non-refundable once the transaction they relate to has been performed. If we fail to deliver a paid transaction, or if you were charged in error, contact us at [email protected] and we will review the charge in good faith and issue a refund where appropriate. Nothing in this section limits any refund or cancellation right you have under applicable consumer-protection law.

Disputed Charges

We ask that you contact us before disputing a charge with your card issuer or bank so we can try to resolve it directly, and we ask that you raise any billing concern with us within 60 days of the charge so we can investigate while records are current. Nothing in this section limits, waives, or shortens any right you have under the Fair Credit Billing Act, the Electronic Fund Transfer Act and Regulation E, your card network’s chargeback rules, or any applicable consumer-protection statute, and contacting us first is not a condition of exercising those rights.

Future Subscription Plans

We expect to offer subscription plans in the future. If we do, we will present the price, billing period, renewal terms, and cancellation method before you subscribe, and we will obtain any consent required by applicable automatic-renewal law. Any subscription will renew automatically for successive periods at the then-current price unless you cancel before the end of the current period, and we will provide the notices and a cancellation method that applicable law requires. Fees for a period already begun are not refundable except where required by law.

Price Changes

We may change our fees. For per-transaction fees, the fee disclosed at the time you authorize a transaction applies to that transaction. For any subscription, we will give at least 30 days’ notice before a price change takes effect at renewal, and you may cancel before it applies.

Third-Party Costs

Relos’ fee covers use of the Services only. You remain responsible for all other costs of a transaction, including commissions, escrow and title charges, inspection and appraisal fees, lender charges, recording and transfer taxes, government fees, association dues, and your own network or device charges. Relos does not collect, hold, disburse, or owe any of those amounts, and never holds transaction funds, deposits, or earnest money.

Availability and Changes

We may add, change, suspend, or discontinue features, integrations, or supported platforms. We aim to give reasonable notice when a change materially reduces a feature you rely on, but urgent security, legal, or reliability changes may take effect immediately.

The Services may be unavailable because of maintenance, provider outages, network conditions, or events outside our control. We do not commit to any particular level of availability, uptime, or support unless we have agreed to one in a Client Agreement.

Security Incidents

We maintain the safeguards described in our Privacy Policy. If we become aware of a security incident that has compromised your personal information, we will notify you and any applicable regulator without unreasonable delay and within the time any applicable law requires, describe what we know, and tell you what we are doing about it. Where we process information on behalf of an organization, we will notify that organization so it can meet its own obligations. This commitment is not limited or excluded by Section 15.

Beta Services

Some features may be identified as alpha, beta, preview, experimental, or pre-release (“Beta Services”). Beta Services are provided for evaluation, may be incomplete or unstable, may change or be withdrawn without notice, and may contain errors or lose data. They are provided without warranty or support of any kind. Do not use Beta Services for a transaction or document that matters to you without an independent copy and independent review, and do not rely on a Beta Service as the sole record of important work.

Privacy

Our Privacy Policy explains how Relos collects, uses, stores, and shares personal information when you use the Site and the Services, including how we handle information received through Google sign-in, and how to exercise your privacy rights. Third-party identity providers, payment processors, and other services process information under their own terms and privacy policies.

Suspension and Termination

You may stop using the Services at any time and may request deletion of your account as described in our Privacy Policy.

We may suspend or terminate your access to all or part of the Services if we reasonably believe you have materially violated these Terms, created a security, legal, or financial risk, failed to pay an amount due, submitted false or fraudulent information, or used the Services in a way that could harm other users, our service providers, or shared infrastructure. Where practicable, we will give notice and an opportunity to cure. We may act immediately where necessary to prevent harm or to comply with law. We may also discontinue the Services generally with reasonable notice.

On termination, your right to use the Services ends. Documents you signed before termination remain valid according to their own terms. You should download copies of your documents and data before terminating; after termination we may delete your content in accordance with our retention practices, subject to legal and recordkeeping obligations. If we terminate without cause, we will refund any prepaid fee for a transaction we have not performed.

Provisions that by their nature should survive termination — including Section 04 as to documents already signed, Section 05, Section 06, Section 09 as to amounts owed, Sections 14 through 16, Section 17, Section 19, Section 20, Section 21, and Section 22 — will survive.

No Professional Advice; You Must Verify Every Deadline

How Dates Are Produced, and Why You Must Check Them

The transaction calendar is generated by automated processing of the documents uploaded to the Services. That processing can misread a handwritten or scanned entry, miss a term in a counteroffer or addendum, apply the wrong convention for counting days, weekends, or holidays, or fail to reflect an amendment, extension, or oral agreement that was never uploaded. Contract interpretation — when a period begins, what “days” means, when performance is due, and what a contingency requires — is a matter of the contract and of law, not something Relos determines for you.

Reminders and notifications depend on email, text, and network delivery by third parties and may be delayed, filtered, blocked, or not delivered at all. Relos does not guarantee that any reminder will be sent, delivered, received, or seen.

Accordingly, each Client and Authorized User agrees to review every date the Services generate against the underlying documents, to correct any error, and to maintain whatever independent tracking their own professional obligations require. Relos is not responsible for a missed deadline, a lost contingency, a forfeited deposit, a failed or delayed closing, a lost sale, a claim of breach, or any other consequence of a date being wrong, absent, or unnoticed.

No Brokerage, Legal, or Other Professional Services

Relos is a technology platform. We are not a real estate broker or salesperson, a transaction coordinator of record, an escrow, title, or settlement agent, a mortgage lender or broker, a law firm or attorney, a tax adviser, an accountant, an insurance broker, or a consumer reporting agency. We do not provide legal, tax, real estate, insurance, or financial advice; we do not negotiate, advise on, interpret, draft, or opine on any contract; and we do not perform any activity requiring a real estate, escrow, or law license. No communication from Relos or through the Services creates an attorney-client, fiduciary, agency, brokerage, escrow, or advisory relationship, and Relos owes no duty of care, loyalty, or disclosure to any party to a transaction.

Documents, forms, templates, checklists, calculations, summaries, and timelines available through the Services are provided for administrative convenience only. They may not reflect the law, contract forms, association rules, or local practice applicable to your transaction, and may not be current. You are responsible for reviewing any document before you upload, send, or sign it, for confirming you are authorized to use any form, and for obtaining advice from a professional licensed in the relevant jurisdiction.

If you are a home buyer or seller, your agent, broker, escrow officer, lender, and attorney — not Relos — are your sources of advice about your transaction. Relos shows you documents and dates that your agent or brokerage put into the system; it does not check them for you, and it does not represent your interests.

Disclaimers

To the maximum extent permitted by law, the site and the services are provided “as is” and “as available,” without warranties of any kind, express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Services will be uninterrupted, timely, secure, error-free, or free of harmful components, that any defect will be corrected, that data will not be lost, or that the Services or any third-party content, document, address, calculation, or output will be accurate, complete, current, lawful, or suitable for your purpose. You are responsible for reviewing documents, information, and outputs before relying on or acting on them.

We do not warrant or guarantee the accuracy or completeness of any date, deadline, or reminder, the delivery of any notification, the performance, conduct, licensing, or qualifications of any agent, brokerage, escrow or title company, lender, inspector, or other party, or the outcome of any transaction — including whether it closes, closes on time, or closes at all.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. Nothing in these Terms excludes or limits any warranty or right that cannot lawfully be excluded or limited.

Limitation of Liability

To the maximum extent permitted by law, Relos and its affiliates, officers, directors, employees, agents, suppliers, and licensors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, revenue, savings, data, goodwill, business opportunity, sale, purchase, housing opportunity, commission, deposit, or transaction, arising from or relating to the site, the services, or these terms, whether based in contract, tort, strict liability, statute, or otherwise, and whether or not we were advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability for all claims arising from or relating to the site, the services, or these terms will not exceed the greater of (a) five hundred U.S. dollars ($500) or (b) the total amount you paid Relos for the services during the twelve months immediately before the event giving rise to the claim.

These limitations apply regardless of the legal theory and apply even if a limited remedy fails of its essential purpose. They form an essential basis of the bargain between us; without them, the fees for the Services would be materially different.

What These Limits Do Not Cover

Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded. The exclusions and cap above do not apply to:

• Fraud, fraudulent misrepresentation, gross negligence, or willful misconduct;
• Death or personal injury caused by negligence;
• Our violation of law, whether willful or negligent, to the extent applicable law prohibits exculpation for it;
• Claims under a privacy statute that makes its remedies non-waivable, including the California Consumer Privacy Act (statutory damages under Civil Code § 1798.150, made non-waivable by § 1798.192);
• Claims under the California Consumers Legal Remedies Act, a state unfair or deceptive trade practices act, or any other statute that expressly prohibits waiver or limitation of its remedies; or
• Our obligation to pay amounts we owe you under Section 09 or Section 13.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Relos and its affiliates, officers, directors, employees, and agents from and against any third-party claims, demands, proceedings, damages, losses, liabilities, fines, and reasonable attorneys’ fees and costs arising from or relating to: (a) your User Content; (b) your use of the Site or the Services in violation of these Terms or applicable law; (c) your infringement or misappropriation of another person’s rights; (d) the substance of a document you drafted, populated, or submitted through the Services, or your dealings with a counterparty to a document, but not any claim arising from a template, calculation, or other material Relos supplied or from a defect in the Services; (e) your failure to have the authority or legal basis to submit information about another person; or (f) taxes or third-party costs you were responsible for.

This section does not apply to any claim to the extent it arises from Relos’ own negligence, willful misconduct, violation of law, or breach of these Terms.

We will notify you promptly of a claim for which we seek indemnification and will reasonably cooperate in its defense. You control the defense of a claim you are indemnifying, using counsel reasonably acceptable to us, and we may participate at our own expense. You may not settle a claim in a way that admits fault by us, imposes non-monetary obligations on us, or fails to fully release us, without our prior written consent. If we choose to assume control of the defense of a claim, we do so at our own expense and you are not responsible for our legal fees or costs from that point forward.

If you are an individual consumer, this section applies only to claims arising from your intentional misconduct, fraud, or knowing violation of law or of these Terms, and only to the extent permitted by applicable consumer-protection law. Your total obligation under this section is capped at the greater of $500 or the amount you paid Relos in the preceding twelve months, matching the limit that applies to us under Section 16. This paragraph does not limit the obligations of an organization or of any user acting for business purposes.

Copyright Complaints

Our designated agent for receiving notices of claimed copyright infringement is:

If you believe material available through the Site or the Services infringes your copyright, send a notice to our designated agent that includes: identification of the copyrighted work; identification of the allegedly infringing material and its location; your name, address, telephone number, and email address; a statement that you have a good-faith belief the use is not authorized; a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner’s behalf; and your physical or electronic signature.

We will respond to properly submitted notices in accordance with the Digital Millennium Copyright Act, including by removing or disabling access to material where appropriate, and may terminate accounts of repeat infringers. If you believe your material was removed in error, you may submit a counter-notice containing the information the DMCA requires.

Feedback

If you send us ideas, suggestions, feature requests, or other feedback about the Site or the Services, you grant Relos a perpetual, irrevocable, worldwide, royalty-free, sublicensable right to use, reproduce, modify, and commercialize that feedback for any purpose without restriction, attribution, or compensation. This does not transfer ownership of your User Content or of any confidential information you have separately agreed with us to keep confidential.

Dispute Resolution

Informal Resolution First

Before starting an arbitration or court proceeding, the party raising a dispute must send the other a written notice describing the dispute, the relief requested, and enough information to evaluate the claim. Notices to us go to [email protected] with “Dispute Notice” in the subject line; notices to you go to the email address on your account. The parties will attempt in good faith to resolve the dispute for at least 30 days after the notice, and will personally participate in at least one telephone or video conference if either party requests one. This process is a condition precedent to commencing arbitration, and the limitations period is tolled while it is underway.

This informal-resolution requirement does not apply to, and does not delay, a claim filed in small-claims court or a request for emergency, temporary, or preliminary injunctive relief permitted under “Exceptions” below.

Binding Individual Arbitration

If the dispute is not resolved within 30 days, it will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules for individuals and its Comprehensive Arbitration Rules for organizations, as modified by these Terms. Where you are a consumer, the JAMS Consumer Arbitration Minimum Standards apply and control over any conflicting provision of these Terms. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. The arbitrator will be a retired judge or an attorney experienced in the subject matter, and has exclusive authority to resolve any dispute about the scope, enforceability, or arbitrability of this agreement, except that a court decides whether the class waiver below is enforceable.

If JAMS is unavailable or declines to administer the arbitration, the parties will agree on a substitute administrator that publishes consumer arbitration rules and applies comparable consumer minimum standards. If they cannot agree within 30 days, either party may ask a court to appoint an administrator or arbitrator under Section 5 of the Federal Arbitration Act. The unavailability of JAMS does not void this arbitration agreement.

The arbitration will take place in the county where you reside, or remotely by telephone or video at your election. The arbitrator may award any relief a court could award on an individual basis, including any statutory damages, restitution, declaratory relief, injunctive relief, and attorneys’ fees available to the prevailing party under an applicable statute, and must issue a written decision explaining the essential findings. Judgment on the award may be entered in any court of competent jurisdiction.

Arbitration Costs

If you are an individual consumer, we will pay all JAMS filing, administrative, and arbitrator fees in excess of what you would pay to file the same claim in court, and we will not seek our attorneys’ fees or costs from you even if we prevail, except where a statute expressly entitles us to them and the arbitrator finds your claim was frivolous or brought in bad faith. If the arbitrator awards you more than our last written settlement offer, we will pay your reasonable attorneys’ fees and costs. For organizations and users acting for business purposes, each party bears its own fees and costs unless a statute or the arbitrator provides otherwise.

We will pay arbitration fees when due. If we fail to pay a required fee within the time the administrator’s rules or applicable law allow, you may elect to withdraw the dispute from arbitration and proceed in court.

Coordinated Filings

If 25 or more substantially similar arbitration demands are filed against us by or with the assistance of the same counsel or coordinated group within a 90-day period, the parties will ask the administrator to apply its mass-arbitration or batching procedures, and if it has none, to administer the demands in sequential batches of no more than 50, each before a single arbitrator, with the limitations period tolled for demands awaiting their batch. This paragraph is procedural, does not reduce any individual’s substantive rights or ability to obtain a decision on their own claim, and does not create a class or representative proceeding.

Exceptions

This arbitration agreement does not apply to: (a) claims that qualify for and are brought in small-claims court, so long as they remain individual claims in that court; (b) requests for emergency, temporary, or preliminary injunctive relief to protect intellectual property, confidential information, or to stop unauthorized access to the Services, which either party may bring in court; (c) claims for public injunctive relief, as described immediately below; or (d) any claim or right that applicable law provides cannot be arbitrated or waived.

Public Injunctive Relief

Nothing in this Section 20 waives, limits, or precludes your right to seek public injunctive relief — that is, injunctive relief primarily for the benefit of the general public — in any forum. If a claim for public injunctive relief is asserted, that claim alone will be severed and stayed pending the outcome of the arbitration of any individual claims, and will then proceed in the courts identified in Section 22. Severing such a claim does not affect the enforceability of this arbitration agreement or of the class waiver as to any other claim.

No Class or Representative Actions

Disputes must be brought on an individual basis only. Neither you nor Relos may bring or participate in a class, collective, consolidated, coordinated, or representative action or arbitration, and the arbitrator may not consolidate or preside over claims of more than one person. If a court or arbitrator decides that this class-action waiver is unenforceable as to a particular claim or request for relief, then that claim or request alone will be severed and heard in the courts identified in Section 22, and all remaining claims will proceed in individual arbitration. The severance of any claim does not render this arbitration agreement or this class-action waiver unenforceable as to any other claim.

How to Opt Out of Arbitration

You may reject this arbitration agreement by emailing [email protected] within 30 days after you first accept these Terms, with “Arbitration Opt-Out” in the subject line and including your name and the email address associated with your account. Opting out affects only the arbitration and class-waiver provisions of this Section 20; the rest of these Terms, including Section 22, continue to apply, and opting out will not affect your access to the Services in any way. If you opt out, or if this arbitration agreement does not apply, Section 22 governs where disputes are heard.

The jury-trial waiver and the limitation period that apply when a dispute proceeds in court are in Section 22 and apply whether or not you opt out of arbitration.

Changes to This Section

We will not apply a material change to this Section 20 to you without your affirmative consent. If we materially change this section, we will ask you to accept the change; until you do, the version of this section in effect when you last accepted continues to govern disputes between us, and your continued use of the Services will not by itself constitute acceptance.

Additional Terms for California Users

This section applies if you are a California resident, notwithstanding the Delaware governing-law provision in Section 22. The statutes referenced below apply to California residents by their own terms, and we do not attempt to displace them by choice of law.

The provider of the Services is Relos Software, Inc. Our address and contact information are in Section 24, and the fees we charge are described in Section 09. Under California Civil Code § 1789.3, California users are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

Nothing in these Terms waives or limits any right or remedy you have under the Consumers Legal Remedies Act (Civil Code § 1750 et seq.), the California Consumer Privacy Act, or any other California statute that expressly prohibits waiver. To the extent any provision of these Terms would do so, it does not apply to you.

If we offer subscription plans, we will comply with California’s Automatic Renewal Law, including its requirements for clear and conspicuous disclosure, affirmative consent, acknowledgment, and an easy method of cancellation.

Your California privacy rights, including your rights under the California Consumer Privacy Act as amended, are described in our Privacy Policy.

Miscellaneous

Governing Law and Venue

These Terms and any dispute arising from them or from your use of the Site or the Services are governed by the laws of the State of Delaware, without regard to its conflict-of-law principles, except that the Federal Arbitration Act governs Section 20. Where a dispute is not subject to arbitration, you and Relos consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, and waive any objection to those courts on grounds of personal jurisdiction or inconvenient forum.

If you are an individual consumer, nothing in this paragraph deprives you of the protection of the mandatory consumer-protection law of the state where you reside, or of your right to bring an individual claim in the small-claims court where you reside. Where the mandatory consumer-protection law of your state of residence conflicts with Delaware law, that law applies to the extent of the conflict.

Jury Trial Waiver

To the extent a dispute proceeds in court rather than arbitration, and to the maximum extent permitted by applicable law, you and Relos each knowingly and voluntarily waive any right to a trial by jury. This waiver applies whether or not you have opted out of arbitration under Section 20. Where a pre-dispute jury waiver is not enforceable in the forum hearing the dispute, this paragraph does not apply.

Time to Bring a Claim

Any claim arising from or relating to the Site, the Services, or these Terms must be brought within one year after the date on which you knew or reasonably should have known of the facts giving rise to the claim. This one-year period does not apply, and the period provided by law applies instead, to: (a) any claim under a statute that prohibits the shortening of its limitations period or the waiver of its remedies, including the Consumers Legal Remedies Act, the California Consumer Privacy Act, the Unfair Competition Law, and federal or state fair-housing and anti-discrimination statutes; (b) any claim for fraud, intentional misconduct, or personal injury; and (c) any claim where a shorter-than-statutory period is prohibited by applicable law. This paragraph applies whether or not you have opted out of arbitration.

Entire Agreement and Severability

These Terms, together with the Privacy Policy and any Client Agreement or order form that references them, are the entire agreement between you and Relos regarding the Site and the Services, and supersede all prior or contemporaneous understandings on that subject. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed, and the remaining provisions will continue in full force.

Waiver and Assignment

Our failure to enforce a provision is not a waiver of it. You may not assign or transfer these Terms or your account without our prior written consent; any attempt to do so is void. We may assign these Terms in connection with a merger, acquisition, reorganization, financing, or sale of assets, or to an affiliate.

Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disaster, fire, flood, severe weather, epidemic, war, civil unrest, labor action, government action, utility or telecommunications failure, or the failure of a third-party service provider. This does not excuse your obligation to pay amounts owed.

Notices and Text Messages

We may send you notices by email to the address on your account, by posting in the Services, or by posting on the Site. You consent to receive notices electronically. Notices to us must be sent to [email protected].

If you provide a mobile number and opt in, we may send you text messages about your account, documents awaiting signature, and transaction deadlines. Consent to receive marketing text messages is not a condition of using the Services or of any purchase. Message frequency varies, and message and data rates may apply. Reply STOP to any message to opt out, or HELP for assistance. We use automated systems to send these messages. Carriers are not liable for delayed or undelivered messages.

Relationship, Third-Party Beneficiaries, and Interpretation

These Terms do not create a partnership, joint venture, employment, franchise, or agency relationship between you and Relos. Except as stated in the next paragraph, there are no third-party beneficiaries to these Terms, other than our affiliates, officers, directors, employees, agents, suppliers, and licensors, each of whom may enforce Sections 15, 16, and 17 to the extent those sections are stated to benefit them. Headings are for convenience only, and “including” means “including without limitation.” Ambiguities are not to be construed against either party merely because that party drafted the provision, except where applicable consumer-protection law provides otherwise, in which case that law controls. Where we act at our discretion, we will do so reasonably and in good faith.

Mobile Applications and App Stores

If you obtain a Relos application from the Apple App Store, the following apply: these Terms are between you and Relos only, not Apple; Apple has no obligation to provide maintenance or support; Relos, not Apple, is responsible for any product warranty and for addressing any claim that the application or your use of it infringes intellectual property or fails to conform to applicable legal requirements; you must comply with applicable third-party terms and the App Store Usage Rules; and Apple and its subsidiaries are third-party beneficiaries of this paragraph and may enforce it. If you obtain the application from Google Play, you agree to the Google Play Terms of Service, and Google is not a party to these Terms.

Export and Government Use

You may not use or export the Services in violation of U.S. export control or sanctions laws, and you represent that you are not located in an embargoed jurisdiction or on a restricted-party list.

Changes to These Terms

We may update these Terms from time to time. We will post the updated Terms at https://relos.com/terms and update the dates above. If a change materially affects your rights or obligations, we will provide additional notice — by email or in the Services — at least 30 days before it takes effect, unless a shorter period is required for legal or security reasons.

Changes apply prospectively from their effective date and do not alter the terms that applied to a transaction you already completed or a document you already signed. Your continued use of the Site or the Services after the effective date means you accept the updated Terms. If you do not accept them, stop using the Services and, if you wish, request deletion of your account.

Two exceptions. A change to Section 20 (Dispute Resolution) or to Section 16 (Limitation of Liability) takes effect as to you only if you affirmatively accept it; continued use alone is not acceptance, and until you accept, the prior version governs. And where applicable law requires your express consent to a change, we will obtain it.

Contact Us

If you have questions about these Terms, contact us at: