Terms of Service

Last Updated: October 12, 2025

Acceptance of Terms

Welcome to Call Relay, owned and operated by Call Relay Inc. (collectively, “Call Relay”). Call Relay provides an online venue and services that connect users seeking to communicate with other users (collectively, the “Services”), which Services are accessible at www.callrelay.app and any other websites through which Call Relay makes the Services available (collectively, the “Site”) and as an application for mobile devices (the “Application”). By using the Site and Application, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service (“Terms”), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Collective Content (as defined below) and constitute a binding legal agreement between you and Call Relay.

In these Terms, “you” and “your” refer to the individual or entity that uses the Site, Application or Services. “We”, “us”, or “our” refer to Call Relay. In addition, in these Terms, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice-versa.

Please read carefully these Terms and our Privacy Policy, which may be found at www.callrelay.app/privacy.html, and which is incorporated by reference into these Terms. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site or Application. Failure to use the Site and Application in accordance with these Terms may subject you to civil and criminal penalties.

THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH USERS MAY CONNECT AND COMMUNICATE. YOU UNDERSTAND AND AGREE THAT CALL RELAY IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN MEMBERS (AS DEFINED BELOW). CALL RELAY HAS NO CONTROL OVER THE CONDUCT OF MEMBERS OR OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY INFORMATION PROVIDED IN CONNECTION THERETO, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.

Definitions

• “Call Relay Content” means all Content that Call Relay makes available through the Site, Application, or Services, including any Content licensed from a third party, but excluding Member Content.
• “Collective Content” means Member Content and Call Relay Content.
• “Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
• “Member” means a person who completes Call Relay's account registration process as described under “User Account Registration” below.
• “Member Content” means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site, Application or Services.
• “Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) and other similar municipal, provincial, state and federal indirect or other withholding and personal or corporate income taxes.

Certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Modification

Call Relay reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or via the Application. We will also update the “Last Updated Date” at the top of these Terms. Modifications to these Terms shall automatically be effective upon posting; provided, however, that material changes to the Terms will be effective as to an existing Member thirty (30) days after notice to the Member is provided via email from support@callrelay.app to your email address on file with Call Relay. You agree to keep your email address on file with Call Relay up-to-date. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.

Eligibility

The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that (i) you agree to be bound by these Terms and (ii) that you are 18 or older and able to form legally binding contracts.

How the Site, Application and Services Work

The Site is a platform for Members to connect and communicate. You may view content as an unregistered visitor to the Site, Application and Services; however, if you wish to use certain Services, you must first register to create a Call Relay Account (as defined below).

Call Relay's role is solely to facilitate the availability of the Site, Application and Services and to provide services related thereto, such as user connection and communication facilitation. Call Relay does not provide and is not responsible for Member Content or any information or advice exchanged between Members. Call Relay does not verify the credentials of any of its Members. You understand and acknowledge that Call Relay will not be liable for any loss or damage caused by your reliance on information provided by Members or information contained in Member Content.

PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE MEMBER INTERACTION. CALL RELAY CANNOT AND DOES NOT CONTROL OR GUARANTEE THE CONTENT CONTAINED IN ANY COMMUNICATIONS OR THE INFORMATION EXCHANGED BETWEEN MEMBERS VIA THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT CALL RELAY IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL INFORMATION PROVIDED UNDER THE SERVICES. ACCORDINGLY, ALL MEMBERS USE THE SITE, APPLICATION AND SERVICES AT THEIR OWN RISK.

User Account Registration

To access certain features of the Site and Application, you must register to create an account (“Call Relay Account”) and become a Member. You may register directly via the Site or Application.

You can also register to join by logging into your account with certain third party social networking sites (“SNS”) (including, but not limited to, Facebook, Twitter and LinkedIn); each such account, a “Third Party Account”, via our Site or Application, as described below.

As part of the functionality of the Site, Application and Services, you may link your Call Relay Account with Third Party Accounts, by either: (i) providing your Third Party Account login information to Call Relay through the Site, Services or Application; or (ii) allowing Call Relay to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Call Relay and/or grant Call Relay access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Call Relay to pay any fees or making Call Relay subject to any usage limitations imposed by such third party service providers.

By granting Call Relay access to any Third Party Accounts, you understand that Call Relay will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account (“SNS Content”) so that it is available on and through the Site, Services and Application via your Call Relay Account and Call Relay Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personal information that you post to your Third Party Accounts will be available on and through your Call Relay Account on the Site, Services and Application. Please note that if a Third Party Account or associated service becomes unavailable, or Call Relay's access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your Call Relay Account and your Third Party Accounts, at any time, by accessing the “Settings” section of the Site and Application.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Call Relay makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement and Call Relay is not responsible for any SNS Content.

We will create your Call Relay Account and your Call Relay Account profile page for your use of the Site and Application based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active Call Relay Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Call Relay reserves the right to suspend or terminate your Call Relay Account and your access to the Site, Application and Services if you create more than one (1) Call Relay Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Call Relay Account, whether or not you have authorized such activities or actions. You will immediately notify Call Relay of any unauthorized use of your Call Relay Account.

User Conduct

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Content. In connection with your use of our Site, Application and Services, you may not and you agree that you will not:

• violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;
• use manual or automated software, devices, scripts robots, other means or processes to access, “scrape”, “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Content;
• use the Site, Application or Services for any commercial or other purposes that are not expressly permitted by these Terms;
• copy, store or otherwise access any information contained on the Site, Application, Services or Content for purposes not expressly permitted by these Terms;
• infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
• interfere with or damage our Site, Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
• use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
• use our Site, Application or Services in connection with the distribution of unsolicited commercial email ("spam") or advertisements;
• "stalk" or harass any other user of our Site, Application, or Services or collect or store any personally identifiable information about any other user other than for purposes of transacting as a Call Relay Member;
• register for more than one Call Relay Account or register for a Call Relay Account on behalf of an individual other than yourself;
• impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
• use automated scripts to collect information or otherwise interact with the Site, Application or Services;
• post, upload, publish, submit or transmit any Content that: (i)infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v)promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
• systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
• use, display, mirror or frame the Site or Application, or any individual element within the Site, Services, or Application, Call Relay's name, any Call Relay trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Call Relay's express written consent;
• access, tamper with, or use non-public areas of the Site or Application, Call Relay's computer systems, or the technical delivery systems of Call Relay's providers;
• attempt to probe, scan, or test the vulnerability of any Call Relay system or network or breach any security or authentication measures;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Call Relay or any of Call Relay's providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content;
• forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content; or
• advocate, encourage, or assist any third party in doing any of the foregoing.

Call Relay will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Call Relay may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Call Relay has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating the Site, Application and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Call Relay reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Call Relay, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.

Privacy

See Call Relay's Privacy Policy at www.callrelay.app/privacy.html for information and notices concerning Call Relay's collection and use of your personal information.

Ownership

The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights is the exclusive property of Call Relay and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content.

Application License

Subject to your compliance with these Terms, Call Relay grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on a single mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Call Relay reserves all rights in the Application not expressly granted to you by these Terms.

Call Relay Content and Member Content License

Subject to your compliance with the terms and conditions of these Terms, Call Relay grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Call Relay Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Call Relay or its licensors, except for the licenses and rights expressly granted in these Terms.

Member Content

We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application and Services, you hereby grant to Call Relay a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, or by means of the Site, Application and Services. Call Relay does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application and Services or you have all rights, licenses, consents and releases that are necessary to grant to Call Relay the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Call Relay's use of the Member Content (or any portion thereof) on, through or by means of the Site, Application and the Services will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Links

The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that Call Relay is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Call Relay of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Call Relay used herein are trademarks or registered trademarks of Call Relay. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Copyright Policy

Call Relay respects copyright law and expects its users to do the same. It is Call Relay's policy to terminate in appropriate circumstances the Call Relay Accounts of Members who infringe or are believed to be infringing the rights of copyright holders.

Termination and Call Relay Account Deactivation

We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Terms or your access to our Site, Application and Services, and (b) deactivate or cancel your Call Relay Account. Upon termination we will promptly pay you any amounts we reasonably determine we owe you in our discretion, which we are legally obligated to pay you. In the event Call Relay terminates these Terms, or your access to our Site, Application and Services or deactivates or cancels your Call Relay Account you will remain liable for all amounts due hereunder. You may cancel your Call Relay Account at any time by contacting Call Relay. Please note that if your Call Relay Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, Application and Services, including, but not limited to, any reviews or Feedback.

Disclaimers

IF YOU CHOOSE TO USE THE SITE, APPLICATION AND SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT CALL RELAY DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, CALL RELAY EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CALL RELAY MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION PROVIDED VIA COMMUNICATIONS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. CALL RELAY MAKES NO WARRANTY REGARDING THE QUALITY OF THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION OR THE SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CALL RELAY OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES. YOU UNDERSTAND THAT CALL RELAY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES. CALL RELAY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, REGARDLESS OF WHETHER SUCH COMMUNICATIONS OR INTERACTIONS ARE ORGANIZED BY CALL RELAY.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF CALL RELAY WHETHER IN PERSON, BY PHONE, ONLINE OR OTHER MEANS REMAINS WITH YOU. NEITHER CALL RELAY NOR ANY OTHER party involved in creating, producing, or delivering the Site, APPLICATION, Services OR COLLECTIVE CONTENT will be liable for any incidental, special, exemplary or consequential damages, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS arising ouT of or in connection with thESE TERMS, from the use OF or inability to use the SITE, APPLICATION, ServiceS OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, whether based on warranty, contract, tort (including negligence), PRODUCT LIABILITY or any other legal theory, and whether or not CALL RELAY has been informed of the possibility of such damage, EVEN IF A limited REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PUrPOSE.

IN no event will CALL RELAY's aggregate liability arising out of or in connection with THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR USE OF THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED the AMOUNTS YOU HAVE PAID OR OWE FOR SERVICES made VIA THE SITE, APPLICATION AND SERVICES AS A member IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY or ONE HUNDRED DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CALL RELAY AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnification

You agree to release, indemnify, and hold Call Relay and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services, or Collective Content or your violation of these Terms; (b) your Member Content and (c) your interaction with any Member. Call Relay shall have the right to control all defense and settlement activities.

Export Control and Restricted Countries

You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Site, Application and Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site, Application and Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Call Relay does not permit use of its Services in certain countries due to U.S. embargo restrictions.

Feedback and Reporting Misconduct

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services (“Feedback”). You may submit Feedback by emailing us at support@callrelay.app. You acknowledge and agree that all Feedback will be the sole and exclusive property of Call Relay and you hereby irrevocably assign to Call Relay and agree to irrevocably assign to Call Relay all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Call Relay's request and expense, you will execute documents and take such further acts as Call Relay may reasonably request to assist Call Relay to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

In addition, If you feel any user is acting or has acted inappropriately, including but not limited to, anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of fraud, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and to Call Relay.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Call Relay's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Call Relay may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Unless otherwise specified herein, any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Call Relay (i) via email (in each case to the email address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Controlling Law and Jurisdiction

These Terms will be interpreted in accordance with the laws of the State of Delaware and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in Delaware for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.

Severability

These Terms are intended to govern the agreement between Call Relay and you to the extent permitted by all applicable laws, ordinances, rules, and regulations. If any provision of these Terms or the application thereof to any person or circumstances shall, for any reason or to any extent, be invalid or unenforceable, the remainder of these Terms and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

Dispute Resolution

You and Call Relay agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site or Application (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Call Relay are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Call Relay otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/si.asp?id=3477 and a separate form for California residents at www.adr.org/si.asp?id=3485.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure. Unless you and Call Relay otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Call Relay submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be as set forth in the AAA Rules.