Terms of Use

RallyUp.com, Inc.

Last Updated/Effective Date September 1, 2024

Welcome to RallyUp! By using this Site and the Services, in addition to any Additional Policies applicable to specific features, content and functionality of the Services (incorporated into the Terms by reference) offered by RallyUp.com, Inc., Users agree to be bound by these Terms. These Terms are important and affect your legal rights, so please read them carefully.

AGREEMENT TO ARBITRATION. BY AGREEING TO THESE TERMS, USERS AGREE TO RESOLVE DISPUTES WITH RALLYUP THROUGH BINDING ARBITRATION (AND WITH VERY FEW LIMITED EXCEPTIONS, NOT IN COURT), AND USERS WAIVE CERTAIN RIGHTS TO PARTICIPATE IN CLASS ACTIONS (AS DETAILED IN THE DISPUTE RESOLUTION, ARBITRATION AND CLASS ACTION WAIVER IN THE ARBITRATION SECTION BELOW).

RallyUp may amend the Terms at any time in our sole discretion by posting a revised version of the Terms. You can determine when we last updated these Terms by referring to the “Last Updated” legend at the top of these Terms. Unless we make clear otherwise, and except to the extent that your express consent to any revised Terms is required under applicable law, continued access to or continued use of the Services after the Effective Date of the revised Terms constitutes your acceptance of the revised Terms.

By accepting these Terms, you represent that you have the legal authority to do so, and that, if you have accepted these Terms on behalf of any person or entity, you represent that you have legal authority to do so and that such person or entity agrees to be responsible to us if you or such person or entity violates these Terms. If you do not agree to every provision of these Terms, you may not, and we do not authorize you to, access or use the Services or any features provided therein.

By accessing or using the Services, you represent and warrant that you have not been previously suspended or removed from the Services or engaged in any activity that could result in suspension or removal from the Services.

Additional Policies

The following policies and guidelines are incorporated into the Terms by reference (“Additional Policies”):

a. Privacy Policy
b. Cookie Policy
c. Contributor Refund Policy
d. Funding and Service Fee Policy
e. Guidelines for Administrators
f. Intellectual Property Policy

Definitions

Capitalized terms used in the Terms are defined in this Section 1 or in the Section where they are first used.

a. “Administrators” refers to individuals who have administrative access to a Campaign(s), to those who have administrative access to an organization account on the RallyUp Platform, and, by reference, to the Organization(s) that those individuals may represent;

b. “Campaigns” are any fundraiser on the RallyUp Platform which enables Administrators to accept Contributions from other Users.;

c. “Content” refers to all software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, data, files, features and functionality, and other materials, data or copyrightable materials or content, including the selection and arrangements thereof offered through the Services;

d. “Contributions” refers to any monetary or non-monetary transactions made to a Campaign on the RallyUp Platform;

e. “Contributors” refers to any User that makes a Contribution to a Campaign on the RallyUp Platform;

f. “DMCA” refers to the Digital Millennium Copyright Act of 1998, including any amendments;

g. “Infringement” refers to the unauthorized or not permitted use of copyrighted material, patents, trademarks, or other intellectual property rights;

h. “Marks” refers to the trademarks, service marks, logos, and other indicia used and displayed throughout the Services or in any RallyUp Content;

i. “Items” refers to what a Contributor may receive in exchange for making a Contribution to a Campaign. This can include, but is not limited to, entries into a drawing or contest, prizes that a Contributor may receive from winning a drawing or contest, and any other tangible or intangible goods that are provided to a Contributor from using the Services, or provided by RallyUp;

j. “PII” refers to personally identifiable information, as that term is defined under all applicable law;

k. “Privacy Policy” refers to RallyUp’s privacy policy, and incorporated herein by reference;

l. “RallyUp”, “we”, “our” or “us” refers to RallyUp.com, Inc., a Delaware ‘C’ corporation, together with its parents, subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors;

m. “RallyUp Content” refers to Content provided by RallyUp to Users in connection with the Services, including, without limitation, the software, the products and the Site;

n. “Services” refers to the Site, mobile applications or connected applications, and other products, offerings and services provided on or through the Site or by or on behalf of RallyUp;

o. “Site” refers to the RallyUp website(s) rallyup.com and access to other websites and related services operated by, or on behalf of, RallyUp;

p. “Terms” or “Terms of Use” refers this Terms of Use, RallyUp’s Privacy Policy, all applicable laws, and all conditions or policies referenced herein;

q. “User”, “you” or “your” refers to Administrators, Contributors or any other visitor to the Site or users of the Services, either individually or collectively;

r. “User Content” refers to Content uploaded, transmitted or posted to the Services by a User, including User Content in a Campaign;

s. “RallyUp Platform” refers to all functionality provided by the RallyUp product;

What is the RallyUp Platform?

The RallyUp Platform is an online fundraising platform for Users to seek to raise funds for their own Campaigns and to contribute to the Campaigns of others. Administrators may offer Items to Contributors in exchange for a Contribution. The Services do not include the offer or sale of securities (as the term is defined in the Securities Act of 1933), and RallyUp.com, Inc. is not a broker-dealer or a member of the Financial Industry Regulatory Authority.

Your Account and Obligations

In order to access and use certain areas or features of the Services, you may need to create an account, provide certain information and/or answer certain questions. By providing information and/or answering questions, you also consent to receive electronic communications from RallyUp (e.g., via email or by posting notices to the Services). You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services—subject to the Terms and the following restrictions in particular:

a. You are responsible for your account. To use many of the Services, you will need to register and create an account with an email address and password and/or provide certain information and/or answer certain questions. Each registration is for a single user only. You must provide us with accurate and complete information, and you must update your account information as needed to keep the information accurate and complete. You may not impersonate anyone else or violate any individual’s rights. If you do so, we may cancel your account. You are solely responsible for maintaining the confidentiality of your account and for all activities associated with or occurring under your account. If you suspect or discover any unauthorized use of your account, you should notify RallyUp immediately by contacting us here. If you provide information that is untrue, inaccurate, not current or incomplete, we may suspend and/or terminate your current or future use of the Services. To the extent permissible under applicable law, we are not responsible for any loss or damage arising from your failure to comply with the foregoing requirements or as a result of use of your account with or without your knowledge.

b. Deleting your account. You may submit a request to delete your account by contacting us here, but this will not automatically delete User Content, and we are under no obligation to do so. We may need to retain certain information as required by law or as necessary for our legitimate business purposes. For more information about User Content and what rights you may have regarding User Content, including rights to delete or correct User Conte, please read our Privacy Policy. All provisions of these Terms survive termination of an account, including our rights to User Content.

c. You must be 18 years old. You must be 18 years or older to sign up for an account and use our Services. Outside of the European Economic Area (“EEA”), minors between the age of 13 and 18 years are only permitted to use our Services through an account owned by a parent or legal guardian where the parent has provided affirmative consent and under their direct supervision. Children under 16 residing in the EEA are not permitted to access the Site or use the Services. You are responsible for any and all account activity conducted by a minor on your account.

d. Follow the law and our policies. You may not take any action that violates the law, infringes or violates anyone else’s rights, or breaches any agreements or legal obligations that you have toward anyone. You may not offer any Items that are illegal, violate any of RallyUp’s policies, rules, or guidelines, or violate any applicable law, statute, ordinance, or regulation.

e. Be truthful. Don’t post information you know is false, misleading, or inaccurate. Don’t do anything deceptive or fraudulent.

f. Respect the rights of others. You may not threaten, abuse, harass, defame, or engage in behavior that is libelous, tortious, obscene, profane, or invasive of another person’s privacy.

g. Avoid spam and unsolicited communications. You may not distribute unsolicited or unauthorized advertising or promotional material, or any junk mail, spam, or chain letters. Do not run mail lists, listservs, or any kind of autoresponder or spam on or through the Site.

h. Respect the property of others. You may not distribute software viruses, or anything else designed to interfere with (1) the proper function of any software, hardware, or equipment on the Site or (2) the use of the Site by any other User. You may not access our Site or Services if we have prohibited you from doing so.

i. Do not engage in activities that affect the functioning of the Site. You may not bypass any measures that we have put in place to secure the Services, take actions to gain unauthorized access to any system, data, passwords, or other RallyUp or User information or Services, reverse engineer or take apart any aspect of the Services to access any underlying information, or use any kind of software to “crawl” or “spider” any part of the Site.

j. You may not take any actions to circumvent paying for Services, or bypassing any User requirements of the services. You may not instruct others to bypass payment mechanisms required under the Services. You may not instruct others to bypass paying “tips” under the free-funding-method pages and related Services. You may not use donation pages within the Services to sell any products, or other items (e.g. raffle tickets, sweepstakes, non-donation payments, other sales) other than the donation payments. Any such violation may result in the Campaign being closed out, the User being banned from the system, accounts being frozen, or some other action, as determined in RallyUp’s sole discretion.

k. Respect privacy. When you use the Services or create a Campaign, you may receive information about other Users, including personally identifiable information (“PII”) such as names, email addresses, and physical addresses. This information is provided purely for the purpose of fulfilling the requirements of the applicable Campaign and other Services and may not be used for any other purposes, including cross-promotional marketing, without separate, verifiable consent from the User. You must maintain records of all such verifiable consent.

l. You grant us the right and a royalty-free, transferable, license to use your name, organization’s logo, and a description of your use of the platform on our website and marketing or promotional materials, subject to standard trademark usage guidelines that you expressly provide to us.

m. You do not have any right to, and you shall not, directly or indirectly: (a) sell, resell or use commercially the Services, (b) distribute, publicly perform or publicly display the Services, (c) modify or otherwise make any derivative uses of the Services, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than page caching) any portion of the Services, except as expressly permitted by us, (f) use the Services to stalk, threaten, or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (g) interfere with the Services or servers or networks used in connection with the Services; or (h) use the Services other than for their intended purposes, as provided herein.

n. You are solely responsible and liable for all User Content that you submit, upload, post, e-mail or otherwise transmit (“Transmit”) in connection with the Services. In addition, we have no control over, and shall have no liability for, any damages resulting from the use (including without limitation, republication) or misuse by any third party of information made public through the Services. IF YOU CHOOSE TO SUBMIT TO US, OR OTHERWISE MAKE ANY USER CONTENT PUBLICLY AVAILABLE, YOU DO SO AT YOUR OWN RISK AND WE SHALL HAVE NO LIABILITY THEREFOR. You agree that you will not, and will not permit anyone else to, directly or indirectly: (a) Transmit any User Content that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive of another’s privacy or racially, ethnically or otherwise objectionable; (b) Transmit any User Content: (i) that you do not have the right to Transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) that infringes any patent, copyright, trademark or other intellectual property right or misappropriates any trade secret or right of privacy of any third-party; (iii) that constitutes unsolicited or unauthorized advertising or promotional materials, “spam,” “chain letters,” or pyramid schemes; or (iv) that contains any software routine, code, instruction or virus that is designed to disable, delete, modify, damage or erase software, hardware or data; or (c) forge headers or otherwise manipulate identifiers in order to disguise any User Content Transmitted through the Services. Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on the Services at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Services at your sole cost and expense.

Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the right of access and use granted herein.

Creating and Running a Campaign

When you, as an Administrator, create a Campaign on the Site and ask for Contributions, you understand that you are entering into separate legal agreements with both RallyUp and with Contributors, and the following rules apply (in addition to all the other Terms and Additional Policies).

a. Service Fees. Administrators may be charged a Service Fee as a portion of the Contributions they receive (the “Service Fees“). The Service Fees are effective on the date that the Service Fees are posted and may be updated from time to time. Service Fees will be charged at the then-current rate based on the Pricing chosen by the Administrator for each specific Campaign.

b. Refunds. You may request the refund of your Contribution(s) to a Campaign by contacting the Campaign’s Administrator(s). All such refunds must be handled directly with the Campaign Administrator. RallyUp has no obligation to provide any refunds or become involved with any dispute between an Administrator and Contributor. RallyUp reserves the right to terminate User Accounts and remove Campaigns for any abuse of the Contributor Refund Policy.

Legal obligations of Administrators

As an Administrator, you are entering into a legal agreement with a Contributor when they make a Contribution to your Campaign, which includes the following obligations (in addition to all the other Terms and Additional Policies):

a. Provide any Items associated with a Campaign in the timeframe that is communicated to Contributors.

b. Immediately notify Contributors if there are obstacles or delays with the provision of Items and prizes.

c. Respond promptly and truthfully to all questions posed to you by Contributors.

d. If you have received the Contributions from your Campaign, issue refunds to Contributors if you cannot deliver Items.

e. Comply with all applicable laws and regulations in the use of Contributions and delivery of Items and prizes.

f. Comply with EEA Data Controller Obligations. As an Administrator, you (and RallyUp) will independently fulfill all duties required of data controllers under applicable EEA data protection law (such law shall include, but not be limited to, the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”); (iii) the EU e-Privacy Directive (Directive 2002/58/EC), including subsequent variations, such as the Regulation of the European Parliament and of the Council concerning the respect for private life and the protection of personal data in electronic communications and repealing Directive 2002/58/EC (“ePrivacy Regulation”), if enacted).

Your data controller duties include:

Determining and qualifying the necessary legal basis or bases for your collection or processing of personal information;
Managing and reporting security incidents;
Transfers;
Entering into contracts only with data processors that provide adequate protections for personal data and including appropriate contractual language;
Maintaining records of your data processing activities;
Conducting any required data protection impact assessments; and
Implementing and maintaining all measures required pursuant to Article 32 of the GDPR.

g. Respond to EEA Data Subject Requests. You and RallyUp will have an independent obligation to respond to any requests received by either of us from EEA data subjects regarding personal data, including without limitation, those set forth in Chapter III of the GDPR. The party that receives the data request is responsible for responding to the request. Administrator and RallyUp shall reasonably cooperate and assist each other with these requests, to the extent that is legally permissible.

Please remember that as an Administrator, you are solely responsible for fulfilling the obligations of your Campaign and delivering Items. If you are unable to perform on this, or any of your other legal obligations, you may be subject to legal action by Contributors.

h. Administrators should not request personally identifiable information via custom fields on the RallyUp Platform.

Contributing to a Campaign

When a Contributor makes a Contribution to a Campaign, Contributor understands that the following rules and terms apply (in addition to any other Additional Policies as mentioned in the Additional Policies section above).

a. Voluntary Contributions. All Contributions are made voluntarily and at the sole discretion and risk of the Contributor.

b. No Guarantee. RallyUp does not guarantee that Contributions will be used as promised, that Administrators will deliver Items, or that the Campaign will achieve its goals. RallyUp also does not endorse, guarantee, make representations, or provide warranties for or about the accuracy, currency, quality, safety, morality or legality of any Campaign, Item, or Contribution, or the truth or accuracy of User Content posted on the Services.

c. Credit Card Charges. When you Contribute to a Campaign, your card will be charged the amount of the Contribution after you confirm and submit your payment information. You hereby authorize RallyUp and its authorized agents and third party service providers to effect payments you authorize through the Services. You may be asked to make payments through a third party payment service provider such as Stripe (“Merchant Services”). You represent and warrant that any and all financial information you provide is accurate and up to date, and you have authority to authorize any such payment you make through the Services, or through Merchant Services. You understand and agree that your use of any Merchant Services will be governed exclusively by such merchant’s terms and conditions. You understand and agree that RallyUp is not responsible for your nor any third party’s obligations relating to any Merchant Services and RallyUp specifically disclaims any liability relating thereto. You may not use our products/services for any illegal or unauthorized purpose.

d. Communications Between Administrators and Contributors. Once you have made a Contribution to a Campaign, the Administrators may need to contact you to obtain additional information such as shipping address, specific preferences for an Item (i.e. color or size of a t-shirt), or may ask for your feedback on the Campaign. In some instances, to receive an Item, you may need to provide the requested information within the requested time frame to receive the Item, otherwise, it will not be fulfilled. Administrators should not ask for information that is not required for their legitimate business purposes and should not request sensitive personal information such a Social Security number or credit card/banking information. Please contact us if you receive a request for information that appears to be excessive.

e. Taxes are your responsibility. Contributors are solely responsible for determining how to treat their Contributions and receipt of any Items for tax purposes.

RallyUp’s Role

a. We do not endorse any User Content. While RallyUp supports the creation of Campaigns, we only provide the Site for Users to interact. We do not pre-screen any Campaigns or endorse any User Content on our site. You should not construe the User Content, or any content found on the Services as an endorsement by RallyUp of the views expressed therein, or any representation, opinion, warranty or guarantee of any strategy, recommendation, action, or application made by the author of such content.

b. We may remove User Content in our discretion. If you see User Content that violates these Terms, then let us know and we may remove it, in our sole discretion. Removing content or terminating accounts is not an action we take lightly, and we may take a while to investigate and determine if User Content should be removed. We do not communicate our reasons for removing, or keeping, User Content on the Site.

c. We do not guarantee Items or Refunds. Administrators are solely responsible for the delivery of Items and offering refunds that are not covered by our Contributor Refund Policy.

d. We do not provide tax or legal advice to Users. Users are solely responsible for determining how the tax laws, or any other laws, apply to running a Campaign, Contributing to a Campaign, or utilizing any of the Services.

e. We do not become involved in legal disputes between Users or third parties. Though we may facilitate discussions between Users who have disputes with each other, RallyUp takes no responsibility and hereby disclaims any liability for any disputes or violations of agreements between any Users, including between Administrators and Contributors or Administrators and any third parties.

f. You are responsible for your Campaigns, even if you engage our help. RallyUp may offer services to Users, including, without limitation, helping with drafting Campaign content, assisting with the design of Campaigns, and referring vendors and other service providers to Administrators. Such services may be subject to a separate agreement between Administrators and RallyUp. Even if we help with your Campaign, Administrators remain solely responsible for the Campaign and must comply with all obligations herein as the only responsible party for the Campaign.

Fees and Taxes

a. Service Fees. There are no fees for creating an account on the Site. However, Administrators may be charged a Service Fee as a portion of the Contributions they raise. The Service Fees are effective on the date that the Service Fees are posted and will be announced on the Pricing page. You may not take any actions to bypass payment mechanisms of the Service Fees, or any other requirement fees or payments.

b. Taxes. Taxing authorities may classify Contributions as taxable income to the Administrator and any beneficiary who will receive funds directly from the applicable Campaign. RallyUp may ask for the tax identification number (TIN) of Administrators and any beneficiaries so that we may report taxable income to the relevant taxing authorities. RallyUp may provide Administrators with a tax document if required by the relevant taxing authorities. RallyUp is unable to provide any User or third party with tax advice and suggests that such Users or third parties consult with tax advisors of their choice.

Our Intellectual Property

a. RallyUp Intellectual Property. RallyUp’s Services, Content, Marks, are the property of RallyUp or its subsidiaries, affiliates or third parties, and may not be copied, imitated, or used, in whole or in part, without our prior written permission. Nothing contained in these Terms and/or the Services shall be construed as granting, by implication or otherwise, any license or right to use any Marks without the prior written permission of RallyUp or such third party that may own such Marks. You will not remove, alter, or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license, or otherwise exploit any Content or the Services, without our consent. You agree to respect all intellectual property notices, and other legal notices, information, and restrictions contained in any RallyUp Content, Services, or Marks accessed through the Site or the Services.

b. Limited User Rights; License to RallyUp Content. RallyUp grants you a limited license to access and use User Content and RallyUp Content, solely for use of the Services (the license is worldwide, non-exclusive, non-sublicensable, non-transferable license), in accordance with these Terms. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any User Content or RallyUp Content unless we give you explicit permission to do so. User Content and RallyUp Content is licensed, and not sold, to you. We reserve the right to revoke this license to access and use User Content and RallyUp Content granted to you at any time, in our sole discretion.

c. RallyUp Trademark Policy. You may use the RallyUp Marks only in accordance with our Intellectual Property Policy.

Your Intellectual Property

Your User Content remains your property and is protected, without limitation, pursuant to U.S. and foreign copyright and other intellectual property laws. When you submit User Content to the Site or via the Services, you agree to the following terms:

a. You allow us to use User Content. You hereby grant RallyUp a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable, right to use, exercise, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, publicly display, commercialize, and exploit the copyright, publicity, trademark, and database rights with respect to User Content, in whole or in part, in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes. However, RallyUp will only share personal information that you provide in accordance with our Privacy Policy.

b. We can make changes to or delete User Content. You grant us the right to make changes, edits, modifications, translations, formatting, or otherwise change or delete any User Content.

c. You have all legal rights to User Content. You represent and warrant that: (1) you have all licenses, rights, consents, and permissions necessary to grant the rights set forth in these Terms to RallyUp with respect to your User Content; (2) your User Content does not and will not infringe any third party’s intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate these Terms or applicable law; and (3) we shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use of your User Content or have any liability to a User or any other party as a result of any use or exploitation of your User Content.

How to report Copyright and other Intellectual Property issues

We take intellectual property rights very seriously. We comply with intellectual property laws and industry best practices in order to maintain the integrity of our Site and Services. The Digital Millennium Copyright Act (“DMCA”) sets out the legal system to report notices of alleged copyright infringement, and RallyUp also maintains policies concerning claims of trademark and patent infringement. We will respond to notices of alleged infringement if they comply with the law and the requirements set forth in our Intellectual Property Policy. We reserve the right to delete or disable User Content alleged to be infringing, and to terminate user accounts for repeat infringers (in our sole discretion).

a. To submit a claim of copyright infringement, please visit our Intellectual Property Policy and follow the instructions. The Intellectual Property Policy also explains how Administrators can respond when their Campaigns are affected by a notice. We will only respond to claims submitted in compliance with our Intellectual Property Policy.

You agree that RallyUp may disclose or use any User Content for any purposes permitted under applicable law, including, but not limited to: (a) enforcing these Terms; (b) complying with any laws, regulations or rules of any federal, state or local government or agency; (c) responding to claims that any User Content violates the rights of third parties; or (d) protecting the rights or property of RallyUp, its customers or the public.

RallyUp’s Rights Concerning User Accounts; Termination

a. We have the right to monitor, terminate, suspend, or delete any User Account at any time for any reason, or no reason, in our sole discretion. It is our policy not to comment on any reasons for termination and we have no obligation to provide you with a reason for termination.

b. We will not have any liability to you or third parties for any use of the Services associated with your account or Campaign. Upon termination, you must cease all use of the Services and User Content. All representations and warranties shall survive termination.

Payment Services

a. Credit card payment processing services for Administrators on the RallyUp Platform are provided by Stripe, Inc. (“Stripe“) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement“). As an Administrator, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition to RallyUp enabling credit card payment processing services through Stripe, you agree to provide RallyUp accurate and complete information about you and your business, and you authorize RallyUp to share any such information with Stripe, as well as transaction information related to your use of the payment processing services provided by Stripe. In all cases, standard credit card or other third-party processing fees apply in addition to any Service Fees. We are not responsible for the performance of any third-party credit card processing or third-party payment services.

b. Administrators may also use payment processing services from PayPal, Inc. (“PayPal“) for certain types of Campaigns on the RallyUp Platform. The use of these services is subject to the PayPal User Agreement (the “PayPal Services Agreement“). As an Administrator, you agree to be bound by the PayPal Services Agreement, as the same may be modified by PayPal from time to time. As a condition to RallyUp enabling payment processing services through PayPal, you agree to provide RallyUp accurate and complete information about you and your business, and you authorize RallyUp to share any such information with PayPal, as well as transaction information related to your use of the payment processing services provided by PayPal. In all cases, standard credit card or other third-party processing fees apply in addition to any Service Fees. We are not responsible for the performance of any third-party credit card processing or third-party payment services.

c. Administrators may also use payment processing services from Pledgeling Technologies, Inc. (“Pledge“) or GivingStream, Inc. (“GivingStream“) for certain types of Campaigns on the RallyUp Platform. The use of these services is subject to the Pledge Terms of Service (the “Pledge Services Agreement“) or GivingStream Terms of Service (the “GivingStream Services Agreement“). As an Administrator, you agree to be bound by the Pledge Services Agreement or GivingStream Services Agreement, as the same may be modified by Pledge or GivingStream from time to time. As a condition to RallyUp enabling payment processing services through Pledge or GivingStream, you agree to provide Pledge or GivingStream accurate and complete information about you and your business, and you authorize Pledge or GivingStream to share any such information with RallyUp, as well as transaction information related to your use of the payment processing services provided by Pledge or GivingStream. In all cases, payment processing fees apply in addition to any Service Fees. We are not responsible for the performance of any third-party payment processing services.

Beta Services

We sometimes release products and features that we’re still testing and evaluating (“Beta Services”). Beta Services are labeled “alpha,” “beta,” “preview,” “early access,” or “evaluation” (or with words or phrases with similar meanings) and may not be as reliable as RallyUp’s other services. Beta Services are made available so that we can collect user feedback, and by using our Beta Services, you agree that we may contact you to collect such feedback. All such Beta Services are provided “as is” as available and “with all faults” and RallyUp disclaims all liability regarding your use or inability to use the Beta Services.

Beta Services are confidential until official launch. If you use any Beta Services, you agree not to disclose any information about those Services to anyone else without our permission.

System Outages and Maintenance

The Services may be unavailable for scheduled maintenance and other purposes, or because of unplanned outages or other malfunctions. We are not responsible if the Services are unavailable, or if you lose any data, information, or User Content for any reason.

Unsolicited Idea Submissions

We are always pleased to hear from our Users and welcome their comments or suggestions. However, ideas that you submit might be similar or even identical to a submission received by us or another User. When we refer to a ‘submission’ in this paragraph, we mean: any submission, comment, feedback or suggestion (including, but not limited to, ideas, products, or services, know-how, concepts, and suggested changes, questions, and original or creative materials) sent to us via the Site or any other manner about an existing product or service on, or a feature of, or a proposed addition to, the RallyUp platform (“Unsolicited Idea Submission”). If you send us an Unsolicited Idea Submission, you agree as follows:

a. All such Unsolicited Idea Submissions are non-confidential and non-proprietary and will be treated as non-confidential and non-proprietary; Users should not send confidential or proprietary Unsolicited Idea Submissions to us via the Services or through other means such as email;

b. By submitting an Unsolicited Idea Submission, you hereby grant RallyUp a perpetual, irrevocable, worldwide, non-exclusive, royalty- free, sublicensable and transferable license to use, reproduce, publicly perform, transmit, translate, alter, modify, distribute, sell, import, export, exploit, prepare derivative works of and display the Unsolicited Idea Submission, any and all media whether now or hereafter known or devised, in connection with the Services, and for RallyUp’s (and its successor’s) business or for any purpose, including without limitation, for promoting and redistributing part or all of the Unsolicited Idea Submission (and derivative works thereof) in any media formats and through any media channels whether now known or hereafter developed, without payment or accounting or any compensation or acknowledgement or attribution to the User providing the Unsolicited Idea Submission or others; and

c. While we appreciate your ideas, we are under no obligation to evaluate, review, or use any Unsolicited Idea Submission.

Indemnity

a. You agree to defend, indemnify and hold harmless RallyUp, its subsidiaries and affiliated companies, and their officers, directors, employees, partners, contractors, representatives, agents, and third party providers from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including reasonable attorneys’ fees and costs) and all amounts paid in settlement arising from or relating to, breach of these Terms (including, but not limited to, failure to fulfill a Item or refund a Contribution) or violation of any laws. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which you have agreed to indemnify us and you agree to assist and cooperate with us as reasonably required in the defense or settlement of any such matters.

No Warranty

RALLYUP HAS NO FIDUCIARY DUTY TO ANY USER. THE SERVICES, RALLYUP CONTENT, USER CONTENT (INCLUDING, BUT NOT LIMITED TO LINKS TO THIRD-PARTY WEBSITES), AND ANY OTHER MATERIALS MADE AVAILABLE OR THROUGH THE USE OF THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, “WITH ALL FAULTS,” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, RALLYUP AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. RALLYUP AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER(S) ON WHICH THE SERVICES ARE HOSTED, OR ANY SERVICES AVAILABLE ON ANY THIRD PARTY PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RALLYUP DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICES IS ACCURATE, COMPLETE, OR USEFUL. NO OPINION, ADVICE OR STATEMENT OF RALLYUP OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE THROUGH THE USE OF THE SERVICES, OR ON THIRD PARTY PLATFORMS OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SERVICES PROVIDED ON ANY THIRD-PARTY PLATFORM, ARE ENTIRELY AT YOUR OWN RISK. RALLYUP DOES NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION. RALLYUP SPECIFICALLY DISCLAIMS ALL SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS.

BY ACCESSING OR USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES.

Disclaimer of Liability

a. Use the Services at your own risk. We make no representations about the quality, accuracy, currentness, safety, morality or legality of any Campaign, Item or Contribution or the truth or accuracy of User Content posted on the Services. We do not guarantee the fulfillment or the performance of any Items, or that Contributions will be used as described in the Campaign. We do not control or endorse User Content posted on the Site or in any Services and, as such, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such User Content. RallyUp is not liable for any damages or losses related to your use of the Services. We do not become involved in disputes between Users, or between Users and any third party relating to the use of the Services.

b. You release us from all claims. When you use the Services, you release RallyUp from claims, damages, and demands of every kind – known or unknown, suspected or unsuspected, disclosed or undisclosed – arising out of or in any way related to the Services. All Content that you access or use through the Services is entirely at your own risk and you are solely responsible for any resulting damage or loss to any party.

c. 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 SERVICES AND USER CONTENT, AND ANY CONTACT YOU HAVE WITH OTHER USERS OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER RALLYUP NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RALLYUP 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) FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, INCOME, OR REVENUE, LOSS OF USE, DATA OR LOSS OF GOODWILL, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES; (E) THE USE OF OR INABILITY TO USE THE SERVICES; (F) ANY COMMUNICATIONS OR OTHER INTERACTIONS WITH OTHER USERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES; (G) YOUR CAMPAIGNS OR CONTRIBUTIONS; (H) ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM RALLYUP, THE SERVICES, OR FROM EVENTS BEYOND RALLYUP’S REASONABLE CONTROL, REGARDLESS OF THE FORM OF ACTION,.

IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF RALLYUP AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, SERVICES, OR USER CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO RALLYUP BY YOU HEREUNDER, OR ONE HUNDRED US DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE RALLYUP’S SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF.

THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Raffle and Sweepstakes Campaign Indemnity and Waiver of Claims

ADMINISTRATORS RECEIVING CONTRIBUTIONS FROM RAFFLE AND SWEEPSTAKES CAMPAIGNS ON THE RALLYUP PLATFORM ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL LEGAL, REGULATORY AND TAXING REQUIREMENTS THAT ARE APPLICABLE TO THEIR CAMPAIGN, ORGANIZATION AND JURISDICTION.

RallyUp makes no representation or warranty regarding the legality of any raffle or sweepstakes Campaign contemplated by the Terms of Use.

As an Administrator receiving Contributions from a raffle or sweepstakes Campaign(s) on the RallyUp Platform, you acknowledge and agree with the following:

a. RallyUp has not sought, will not in the future seek, and is not obligated to seek, a ruling from any regulatory authority to determine whether your raffle and/or sweepstakes Campaign(s) complies with applicable laws regulations, or taxing requirements in any jurisdiction.

b. You represent and warrant that you have relied upon your own counsel and advisors regarding any and all guidance with respect to the Campaign(s) contemplated in the Terms of Use.

c. You agree to indemnify and hold RallyUp harmless from any and all claims by any Contributor or other person or entity as a result of any Campaign being disallowed in whole or part by any regulatory authority FOR ANY REASON.

d. YOU HEREBY WAIVE ANY AND ALL CLAIMS, CAUSES OF ACTION, REMEDIES, DAMAGES, COSTS, EXPENSES, AND LOSSES, WHATSOEVER, AGAINST OR FROM US AS MAY ARISE OUT OF OR RELATE TO THE CAMPAIGN(S) CONTEMPLATED IN THE TERMS OF USE, INCLUDING, BUT NOT LIMITED TO, THE LEGALITY OF YOUR RAFFLE OR SWEEPSTAKES CAMPAIGN(S).

e. You are expressly responsible for separately providing the official rules for your sweepstakes Campaign, or for reviewing and accepting the provided sweepstakes details and official rules template posted to your Campaign page, prior to publishing your Campaign(s) or soliciting Contributions. You agree that your use of the provided sweepstakes details and official rules template fully and completely constitutes your acceptance and approval of these rules as your own.

f. You are expressly and solely responsible for ensuring that your raffle and/or sweepstakes Campaign(s) is approved for use in all jurisdictions where you may solicit Contributions, and you further agree to disallow or void any Contribution or entry from jurisdiction(s) not approved.

g. You acknowledge that any registrations, licenses, surety bonds, or other requirements that may apply to your Campaign(s) are your responsibility to identify and complete prior to soliciting Contributions.

h. You are expressly responsible for providing an affidavit of eligibility and liability/publicity release to the potential winner(s) of your raffle or sweepstakes Campaign(s) as required by any regulatory authority.

i. You are expressly responsible for providing any applicable taxing authority documentation to the winner(s) of your raffle or sweepstakes Campaign(s), including but not limited to, an IRS Form 1099.

SMS

RallyUp Events

a. Shortcodes are used in two ways: 1. You may text the advertised keyword to the shortcode number to receive a link to the event page. As we only send one message per request, you will not receive any further texts. 2. You may request to receive an “outbid” notification if you would like to be notified if you are outbid for an auction item. You will receive one text each time you are outbid. Message frequency varies. You will not receive further messages once the auction ends, and your phone number will not be added to any list to receive future text messages.

b. You can cancel the SMS service at any time. Just text “STOP” to the short code. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time, and we will start sending SMS messages to you again.

c. If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at success@rallyup.com.

d. Carriers are not liable for delayed or undelivered messages.

e. As always, message and data rates may apply for any messages sent to you from us and to us from you. You will receive a limited number of messages in response to inbound keywords or alerts of activity if opted in. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. If you have any questions regarding privacy, please read our Privacy Policy.

Dispute Resolution, Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH RALLYUP AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

YOU AND RALLYUP AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE SERVICES SHALL BE FINALLY DECIDED BY BINDING ARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION GOVERNING CONSUMER DISPUTES.

Legal Disputes Not Subject to Arbitration Will Be Handled in Tucson, Arizona, United States and Subject to Arizona Law.

RallyUp is based in Tucson, Arizona, so for any actions not subject to arbitration, you and RallyUp agree to submit to the personal jurisdiction of a state court located in Tucson, Arizona, United States or the United States District Court for Arizona. The Terms and the relationship between you and RallyUp shall be governed in all respects by the laws of the State of Arizona, United States without regard to its conflict of law provisions.

We encourage you to contact us if you have an issue, as most issues can be resolved without the involvement of a court or arbitrator. If negotiations do not resolve any disputes relating to your use of the RallyUp Platform or these Terms, you and we agree to submit the dispute to arbitration. The only exceptions to arbitration are (1) for intellectual property claims alleging misuse, Infringement, or misappropriation of intellectual property; (2) for claims falling within the jurisdiction of small claims court; and (3) where you have opted out of arbitration in accordance with these Terms.

This arbitration must be administered by JAMS under the JAMS Streamlined Arbitration Rules & Procedures. Judgment on the arbitration award may be entered in any court with jurisdiction. Arbitrations may only take place on an individual basis. No class arbitrations or other grouping of parties is allowed. By agreeing to these terms, you are waiving your right to trial by jury or to participate in a class action or representative proceeding; we are also waiving these rights. If this prohibition of class arbitrations or other grouping of parties is deemed unenforceable, then this entire “Dispute Resolution, Arbitration and Class Action Waiver” shall be deemed void and severed from the Terms.

We follow the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness for all arbitrations done under these terms. Among other things, this means that if you initiate an arbitration against us, you will be required to pay filing fees as set by JAMS and all other fees applicable to you. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. It also means that the arbitration will be held in the county in which you live, or any other location we agree upon. If you do not live in the United States, however, you agree to initiate arbitration in Tucson, Arizona. If any portion of these terms does not follow that standard, that portion is severed from these terms.

This “Dispute Resolution, Arbitration and Class Action Waiver” section shall survive any termination of your account, these Terms, or the Services.

You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Services, whether brought in arbitration or before a court of law, must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Full Agreement Between You and Us

These Terms and those agreements referenced herein, are the entire agreement between You and RallyUp with respect to the Services. They supersede all other communications and proposals (whether oral, written, or electronic) between you and RallyUp with respect to the Services and govern our relationship. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. RallyUp’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Miscellaneous

The Services are hosted in the United States of America. If you are located outside of the United States of America and you contact us, please be advised that any information you provide to us will be transferred to the United States of America and that by submitting information, you explicitly authorize such transfer. We may modify or discontinue the Services at any time, in our sole discretion. These Terms, and any rights granted hereunder, may not be transferred, or assigned by you without the prior written consent of RallyUp. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and RallyUp’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Notwithstanding the foregoing, this statute of limitations shall not apply to residents of New Jersey.