Terms of service

Last revised on: August 31, 2022

These Terms of Service (these “Terms”) are entered into by You and govern your relationship with Rally by Relentless, PBC and their affiliates (“Rally" or “Company”). The terms "You" and "Your" in these Terms will refer to the individual, entity, company, organization, partnership, and their affiliates who access the Platform.

The Terms shall govern the relationship between the Parties relating to the Platform (as defined below) offered by Rally on go.rally.win (the "Website") or on a mobile application owned and operated by Rally which provides access to the Platform (the “App”). The date on which you first log into your Rally Account (as defined below) via the Website is hereinafter referred to as the “Effective Date”. 

Your use of the Platform constitutes your agreement to all such terms, conditions, and notices in effect at such time. You hereby represent and warrant that: (i) you are lawfully able to enter into and perform a legally binding contract; (ii) if you are agreeing to these Terms on behalf of your employer and you are authorized to do so; (iii) have read these Terms of Service and the Rally Privacy Policy found at relentless.vote/privacy-policy which is incorporated by reference to these Terms; and (iii) agree to be bound by these Terms. If you do not accept and agree to be bound by all of the terms of this Agreement, including the Rally Privacy Policy, do not access the Platform through the Website, install the App, or use the Platform.

1. The Platform

1.1 In General. The Rally Platform is a software as a service platform that provides a set of tools to campaigns, organizations, and other clients. The Platform is a relational organizing platform which allows users to organize their contacts, match them to the voter file, and answer survey questions and complete campaign tasks. Individuals, Campaigns, and Organizations that license the Platform can have their volunteers, paid mobilizers, or staff sign up to use the platform. Volunteers may sign up to use the platform outside of the context of an organizational license.  

1.2 Accounts. In order for You to access the Platform, You must register for an account (“Account”) and provide certain information as prompted by the account registration form. To maintain the integrity of the use, services, and information provided through the Product, we require you to represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) You will only create one account for yourself and use your true identity; (c) You will use the same name that you use in you day-to-day life; (d) you will maintain the accuracy of such information; and (e) You will not share your password with anyone else or give anyone else access to your account. You may delete your Account at any time, for any reason, by following the instructions on the Product or by contacting our support staff at the contact listed in these Terms. You acknowledge and agree that Rallymay email, text, or otherwise contact you occasionally using the information provided. You may opt-out at any time by replying to these communications. Rally may suspend or terminate your Account in accordance with Section 8.

2. Right to Access and Use the Platform

2.1 Right to Use. Subject to the terms and conditions of these Terms, including the payment of the applicable fees, commencing as of the Effective Date and for the duration of the Term (as defined below), Rally hereby grants to You a non-exclusive, non‐transferable, revocable right to access and utilize the Platform in accordance with the terms of these Terms.

2.2 Restrictions on Use. Any rights not granted herein are strictly reserved by Rally. You shall not, and shall not permit any third-party to: 

(a) re-license or sublicense, or lease the Platform to any third-party; 

(b) reverse engineer, decompile, disassemble or translate any software used by Rally to deliver the Platform, or otherwise attempt to view, display or print the Platform’s source code; 

(c) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Platform or Website; 

(d) utilize the Platform for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; 

(e) to transmit, or procure the sending of, any advertising or promotional material including any "junk mail," "chain letter," "spam" or any other similar solicitation; 

(f) to impersonate or attempt to impersonate Rally or their affiliates, employees of Rally, another authorized user of Rally, or any other person or entity; 

(g) engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm the other users of the Platform, or expose them to liability; or 

(h) Otherwise attempt to interfere with the proper working of the Platform. If you become aware of any actual or threatened activity prohibited by this Section, You shall without undue delay notify Rally of such activity and take reasonable and lawful measures asked of it by us to stop the activity or mitigate its effects.

2.3 Reservation of Rights. Rally shall retain ownership of all intellectual property rights associated with the Platform, all ancillary documentation and technology associated therewith, and any enhancements or modifications thereof. Neither Party to these Terms shall use the trademarks or trade names of the other without express consent.

2.4 Audit Rights. Rally reserves the right to monitor and audit Your usage of the Platform for the purpose of (among others) ensuring compliance with the terms of these Terms. Any such audit may be carried out by Rally or a third-party authorized by Rally, at Rally’s expense.

2.6 Security Requirements. Rally shall implement and maintain the appropriate safeguards and controls to deter and for the detection, prevention and correction of any unauthorized intrusion, access or use of the Website, Platform, and App. You acknowledge and agree that notwithstanding the security requirements, such methods and procedures may not prevent unauthorized electronic intruders from accessing the Platform through the Internet or through other forms of electronic communication. Except for the maintenance of appropriate firewall and safeguards in compliance with the security requirements, which are designed to frustrate access from unauthorized electronic intruders, Rally shall not be liable to You, and hereby disclaims responsibility, with respect to any action, destructive or otherwise, by any unauthorized electronic intruder.

2.7 Maintenance. From time to time, it will be necessary for Rally to perform maintenance on its system. Such maintenance includes routine maintenance to ensure the continued provision of the Platform through the continued operation of Rally’s system or upgrading, updating or enhancing its system. Rally shall use its commercially reasonable efforts to perform such maintenance at such times to minimize the impact of any downtime of its system to You. To the extent Rally is able, Rally shall use reasonable efforts to notify You in advance of any scheduled maintenance by posting a message on the Website or by sending an email to Your designated representative of the scheduled maintenance time and the anticipated duration of such maintenance.

2.8 Reasonable Efforts. Rally shall, unless expressly stated otherwise, exercise commercially reasonable efforts in meeting our obligations under these Terms and in the provision of services. This shall mean undertaking ordinary and reasonable measures that a prudent person under similar circumstances would use. The exercise of such reasonable efforts, when required, does not guarantee achieving a particular result. Our efforts do not require us to take every conceivable measure or to take any measures that sacrifice our own economic and business interests or suffer any unreasonable and disproportionate detriment to our expected benefits under these Terms.

3. Rights and Obligations

3.1 Your Responsibilities. In addition to its other obligations contained in these Terms, You represent and warrant that You shall: 

(a) be responsible for operating, supporting and maintaining Your systems, including computer hardware and software, necessary for Your to access the Platform; 

(b) be responsible for procuring and maintaining communication platforms, including high speed Internet connections between Your system and Rally’s system; 

(c) not take any action that imposes an unreasonable or disproportionately large usage load on the Platform, Website, or App;

(d) not use the Platform to advocate, promote, or assist in any improper or unlawful act; 

(e) impersonate any person, or misrepresent your identity or affiliation with any person, organization, or campaign;

(f) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass or alarm or annoy any other person;

(e) not use the Platform to develop any derivative works or any functionally compatible or competitive software, program, system, or website; 

(g) use the Platform in accordance with the terms of these Terms; and 

(h) comply, at all times, with all applicable legal and regulatory requirements and with Rally’s conduct and security policies in respect of the use of the Platform.

3.2 Eligibility Requirements. The Platform is offered and available to users who are thirteen (13) years of age or older. By using this Platform, You represent and warrant that You meet all of the eligibility requirements detailed in these Terms. If You do not meet all of these requirements, You must not access or use the Platform. Rally retains the right to disable or deny any access to the Website, Platform, or App including any password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.

5. Content and Data 

5.1 User Content. 

  1. You may provide, post, publish, submit, display or transmit  information, content, communications, and or materials to other users or persons through your access and use of the Platform (“User Content”). 

  2. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party, and compliance with the standards set out in these Terms.

  3. Any User Content you submit to the Platform will be considered non-confidential and non-proprietary. By providing and User Content through the Platform, you grant Rally and our affiliates a non-exclusive, transferable, assignable, irrevocable, royalty-free, worldwide, perpetual license to create aggregated and anonymized User Content and to use such User Content Data, and all modifications thereto and derivatives thereof, for Rally’s own business purposes. Rally may transfer or assign any of its rights in the User Content to any third party.

  4. You represent and warrant that you own or control all of the rights in and to the User Content and have the right to grant the license detailed in this Section of the Terms, detailed above.

  5. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Rally. 

  6. Rally is not obligated to backup any User Content, and Your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

5.2 Content Standards. These Content Standards apply to any and all User Content and use of the Website, Platform, and App. User Content must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Content must not:

  1. include any materials or links to materials that are unlawful, harmful, spam, defamatory, libelous, abusive, threatening, pornographic or otherwise objectionable, or infringes or misappropriates the patents, copyrights, trademarks, trade secrets or other intellectual property rights of any person; 

  2. contain any viruses, Trojan horses, worms or other disabling devices or harmful components intended to damage, detrimentally interfere with, intercept, or expropriate any system;

  3. Promote any sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; or

Infringe any patent,, trademark, trade secret, copyright, or other intellectual property or rights of any other person;

5.3 Residual Data. You understand that Rally collects data relating to Your use of the Platform, including, but not limited to, non-personally identifiable information ("Residual Data"). Residual Data, including all modifications thereto,  shall be the sole and exclusive property of Rally, and Rally shall have the right to use Residual Data to improve the Platform; develop new products, Platforms and features; understand usage; improve, or enhance the Platform and Services for you or other customers; detecting, preventing, and investigating security incidents, fraud, spam, or unlawful use of the Platform;  benchmarking or marketing purposes so long as such information or data is aggregated or and identifying details are removed; and generally for any purpose related to Rally's business without further obligation to You. Rally may transfer or assign any of its rights in the Residual Data to any third party.

5.4 Third Party Data. You may be provided with data fields and/or records to be exported from Third-Party providers and data fields (“Third Party Data”) and/or records containing records related to voter registration and voter participation (“Voter File Data”) from Third-Party providers to be used in accordance with these Terms (Voter File Data and Third Party Data collectively, “Data”). You may only use the Data if you agree to the following: 

(a) you will not use the Data or any copies of it for commercial, improper or illegal purposes and the information will not be published or posted on the internet (without the prior consent of the Third-Party Product provider and subject to legal restrictions on such posting);

(b) your use of the Data will at all times and at your own expense comply with all legal requirements concerning receipt and use of the Data; 

(c) you acknowledge that users of the Voter File Data must certify and affirm knowledge of, and compliance with all laws and regulations that govern the acquisition and use of Voter File Data and agree to abide by federal, state and local laws and regulations governing acceptable use of the Voter File Data; 

(d) you can only use any and all parts of the Voter File Data (including components thereof) only for any legitimate political purposes such as recognized political campaigns, voter registration drives, political voter contact, GOTV, political fundraising, or political polling and research as permitted under applicable local, state and federal laws and regulations; 

(e) you are expressly prohibited from using any or all of the Voter File Data for any non-political purpose unless specifically allowed under the appropriate federal, state or local laws and regulations and in any event only in conformity with these Terms; 

(f) you do not use the Voter File Data as a factor in establishing an individual’s creditworthiness or eligibility for credit or insurance, or employment; 

(g) you do not allow the Voter File Data (including any part) to be used to append any data element to any database that will be used for any non-political or other unlawful or non-approved purpose as described above; 

(h) you will not sell, transfer, trade, or give license to any of Third-Party Data to any other entity; 

(i) all Third-Party Product and Third-Party Data, including all intellectual property rights therein, are at all times the property of the Third-Party Product provider and its licensors and other suppliers who provide the data to the Third-Party Data provider (collectively the “Data Owner”), and you have no proprietary rights whatsoever in the Third-Party Product or Third-Party Data; 

(j) all political communications used in connection with any list created by or for you derived from the Voter File Data will not:

(i) include any reference to any selection criteria or presumed knowledge concerning the intended recipient of such solicitation, or the source of the recipient’s name and address 

(ii) comply with all applicable federal and state laws, rules and regulations, and 

(iii) not contain material that is threatening, hateful, or racially or ethnically objectionable, and

(k) you will not, without the consent of the Third-Party Data provider, use or embed the Data your software or the software of another party, input the Third-Party Data into a database, or in any way attempt to recreate any or all of the Third-Party Product or Data, or make the Third-Party Product of Data available to any third party. Third-Party Data, including Voter File Data, may be accessed and used only within the United States.

5.5 Removal of Third Party Data. Unless authorized in these Terms, all Third-Party Data must be deleted within one year after receipt of the Data. The Third-Party Data provider may require certification of timely deletion and you agree to authorize the Third-Party Data provider to audit for compliance with this requirement.

5.6 Pre-Approval Required. Certain Third-Party Data providers reserve the right to review and pre-approve your intended use of the Voter File Data if there is reason to believe that you are using the Voter File Data in a manner that is not permitted by these Terms.

5.7 Your Responsibilities. You shall comply with applicable data protection laws, rules, and regulations. For any Data or User Content collected by Rally from, or for, You pursuant to or in connection with these Terms, represent and warrant:

  1. You will not transfer to Rally any Data or User Content that has not been lawfully processed in accordance with applicable data protection laws. For greater certainty, You warrant that You will obtain to necessary consents, where such consent is required by applicable law. 

  2. You understand and acknowledge that Rally is relying on You to fulfill Your obligations under applicable law in order for Rally to fulfill its obligations under these Terms. Customer shall notify Rally if Customer determines, or suspects, an issue or violation with its obligations outlined in this section.

  3. If any unauthorized person gains access to the Data through your Account and without authorization from Rally or the Third-Party Data provider (as defined below) or uses the Data unlawfully or in violation of these Terms, you are solely responsible for all claims as a result and you agree to indemnify the Third-Party Data provider and each Data Owner for any losses (including, without limitation, attorneys fees and costs) arising from any such claims. You are responsible for accepting and responding to any external inquiries arising out of your use of the Data. No reference to any Third-Party Data providers or other Data Owner shall be made in written or oral communication in responding to inquiries without the party’s prior written approval.

  4. not copy or download any source code used by Rally which is contained within the Platform or Website nor shall You copy or download any Data which you have accessed through the Platform.

  5. YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL FULLY INDEMNIFY, DEFEND AND HOLD HARMLESS RALLY AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL FEES, ARISING OUT OF OR ASSOCIATED WITH YOUR VIOLATION OF ANY OF YOUR RESPONSIBILITIES AND OBLIGATIONS OUTLINED IN THIS SECTION.

6. Privacy

6.1 Privacy. The Rally Privacy Policy (linked above) applies to the collection, use and disclosure of any personal information and User Content that You may provide to Rally. The Parties shall comply with any laws and regulations pertaining to the privacy protection of personal information. By using the Platform, you consent to all actions taken by Rally by use with respect to Your confidential information and User Content in compliance with the Privacy Policy. Each Party shall reasonably cooperate with the other Party’s specific requests as necessary to facilitate such party's compliance with any applicable privacy laws and regulations.

6.2 Security Measures. Rally will implement and maintain appropriate technical, administrative and organizational measures to prevent unauthorized and unlawful processing of Your personal information and User Content and data appropriate to the nature and sensitivity of the information provided.of the User Content.

6. Confidentiality

6.1 Confidential Information. For purposes of these Terms, "Confidential Information" means any information related to or contained within the Platform, non‐public information, know‐how and trade secrets, whether provided in written or oral form, that is designated as being confidential, or that a reasonable person knows or reasonably should understand to be confidential; provided, however, that the following shall not be considered Confidential Information: information that is, or becomes, publicly available without a breach of these Terms, was lawfully known to the receiver of the information without an obligation to keep it confidential, is received from another source who can disclose it lawfully and without an obligation to keep it confidential, is independently developed, or is a comment or suggestion one party volunteers about the other's business, products or Platforms. The parties agree to use the Confidential Information solely for the purpose of performing their obligations hereunder. Both parties will refrain from disclosing any Confidential Information to any third party, except to the extent that: (a) such disclosure is necessary to perform its obligations or exercise its rights under these Terms; (b) such disclosure is required by applicable law, provided that the party required to make such disclosure must use reasonable efforts to give the other party advance notice thereof so as to afford that party an opportunity to seek an order or other relief for protecting its Confidential Information from any unauthorized use or disclosure and the Confidential Information is only disclosed to the extent required by law; (c) such disclosure is made with the consent of the disclosing party; (d) such disclosure is to employees, consultants or agents of the disclosing party who have a need to know such confidential information in order to assist the disclosing party in carrying out its obligations hereunder; or (e) such disclosure is (i) to legal counsel of the Parties; or (ii) in confidence, to accountants, banks, proposed investors, acquirers and financing sources and their advisors.

7. Warranty Disclaimer

THE PLATFORM IS PROVIDED "AS IS'' WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND RALLY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES WILL RALLY BE LIABLE FOR THE RESULTS OF YOUR USE OR MISUSE OF THE PLATFORM, INCLUDING ANY USE CONTRARY TO LAW.

8. Indemnification

You agree to indemnify, defend and hold harmless Rally and its officers, directors, affiliates, employees, and agents from and against any third party claims, liabilities, damages, losses and expenses, including, without limitation, reasonable legal fees, arising out of or in connection with: (a) Your use of the Platform; (b) Your violation of any terms or conditions of these Terms; or (c) any claim that Your use of the Platform violates applicable laws or regulations, or any rights of another person or entity, including without limitation, any intellectual property rights.

9. Limitations on Liability

9.1 Exclusion of Damages. IN NO EVENT WILL RALLY BE LIABLE TO YOU, YOUR AFFILIATES, OR THEIR RESPECTIVE INDEMNITEES UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE, (b) IMPAIRMENT, INABILITY TO USE, OR INTERRUPTION OR DELAY OF THE SERVICES, OTHER THAN FOR THE ISSUANCE OF ANY APPLICABLE SERVICE CREDITS, OR (c) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

9.2 Limitation on Liability. IN NO EVENT WILL THE AGGREGATE LIABILITY OF RALLY TO YOU, YOUR AFFILATES, OR THEIR RESPECTIVE INDEMNITEES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT PAID TO RALLY IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Term and Termination

10.1 Term and Termination. Subject to this Section, these Terms will remain in full force and effect while you use the Platform. Rally may suspend or terminate your rights to use the Platform (including your Account) at any time for any reason at our sole discretion, including for any use of the Product in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Product will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Rally will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. 

10.2 Suspension from the Platform. Notwithstanding the foregoing, Rally may suspend Your and the rights granted hereunder without prejudice to enforcement of any other legal right or remedy, immediately upon giving written notice of such termination if You: (a) fail to pay in full any sums owed by You under an applicable service agreement with Rally by the due date thereof and such failure continues for a period of five (5) business days after delivery of a written notice by Rally requiring You to correct such failure; (b) infringes the intellectual property rights of Rally; or (c) if Rally has reason to believe that You are using the Platform or Website in any for any improper or unlawful purpose.

11. Miscellaneous

11.1 Notice. All notices and other information to be given by one of the parties to the other shall be given by hand delivery, courier service, or e‐mail to the other party at the email address or address set forth in these Terms. Notices sent by email shall be deemed to have been received by the party to whom it was addressed on the date of transmission and receipt, or if sent on a day that is not a business day or after normal business hours, on the first business day following transmission and receipt. Notices sent by hand delivery or courier service shall be deemed to have been received on the date of delivery. Any notice of change of address by a party shall be effective only upon receipt of a Notice provided to the other party in accordance with the provisions of this Section 11.1.

11.2 Further Assurances. You shall take such action (including, but not limited to, the execution, acknowledgement and delivery of documents) as may reasonably be requested by Rally for the guarantee or continuing performance and access to the Platform.

11.3 Relationship. Nothing herein shall be deemed to constitute either Party as an agent, representative, independent contractor, or employee of the other Party, or both parties as joint venturers or partners for any purpose. Neither Party will have the authority or right to represent, bind, or obligate the other Party in any way except as expressly authorized by this Agreement.

11.4 Geographic Restrictions. Rally provides this Website for use only by persons located in the United States. Rally makes no claims that the Website, Platform, or App or any of its Data is accessible or appropriate outside of the United States. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

11.5 Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. You and Rally irrevocably agree to submit to the personal and exclusive jurisdiction to the courts located in the State of Delaware in regards to any action, suit, or proceeding arising out of or related to this Agreement. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THE TERMS OR THE TRANSACTIONS CONTEMPLATED THEREIN.

11.6 Waiver. The waiver by either Party of a breach or default of any provision of this Agreement by the other party shall not be effective unless in writing and shall not be construed as a waiver of any succeeding breach of the same or of any other provision. Nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege by such party shall constitute a waiver.

11.7 Force Majeure. In no event shall we be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing our obligations under this Agreement, if and to the extent such failure or delay is caused by any of the following events: flood, fire, earthquake, explosion, pandemic, war, terrorism, cyber terrorism or other comparable criminal or willful acts (including third party hackers or other third party malicious acts), invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns, election subversion, our suppliers failure to supply necessary goods or services to us, disruptions in the global or national supply chain, passage of applicable law, any action taken by a government authority or other public authority (such as imposing an embargo), or international, national, or regional shortage of adequate power, telecommunications capacity, or transportation. In allocating the risk of delay or failure of performance of a party's respective obligations under this Agreement, the parties have not taken into account the possible occurrence of any of the events listed herein or any similar or dissimilar events beyond their control, irrespective of whether such listed, similar or dissimilar events were foreseeable as of the date of this Agreement.

11.8 Export Controls. You will not copy, download, or otherwise export or re-export any of the underlying information or technology of the Platform in violation of the laws and regulations of the United States of America, the State of Delaware, or other applicable jurisdictions.

11.9 Marketing and Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other Party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided; however, we may include your name and logo in our promotional and marketing materials where we list our current or former clients.

11.10 Remedies. You acknowledge that its breach of any confidentiality or proprietary rights provision of the Agreement may cause Rally irreparable damage, which monetary damages would be inadequate to remedy. Consequently, Rally may seek injunctive or other equitable relief to enforce this Agreement and prevent any and all acts in violation of those provisions. The exercise by either party of any remedy under the Agreement will be without prejudice to its other remedies under the Agreement or otherwise.

11.11 Survival. Sections 4, 6, 8, 9 and 11 shall survive the expiration or termination of this Agreement.

11.12 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Platform. You are responsible for providing us with your most current email address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an email notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Platform or Website. These changes will be effective immediately for new users of our Platform. Continued use of our Platform following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

11.13 Entire Terms. This Agreement constitutes the entire agreement between you and us regarding the use of the Platform. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Rally’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Rally may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

11.14 Contact Information. All feedback, comments, requests for support, and other communications relating to the Platform, Website, or App should be directed to  help@rally.win.

Copyright Rally by Relentless, PBC 2022