Terms of Service
RALLYBRIGHT PREMIUM TEAM SUBSCRIPTION AGREEMENT
Last Updated: May 31, 2021
This RallyBright Premium Team Subscription Agreement (“Agreement”) contains the terms and conditions for your premium team subscription to the RallyBright platform on which we supply content, products, or services on www.rallybright.com and through our mobile applications (“Platform”). As the terms are used in this Agreement, “RallyBright”, “us”, and “we” refers to RallyBright, Inc. and “you” refers to the Platform subscriber. This Agreement is effective as of the date you submit an order for a premium team subscription to the Platform (“Effective Date”).
USAGE OF THE PLATFORM MEANS YOU AGREE TO THE TERMS OF THIS AGREEMENT.
Please note that we may update this Agreement from time to time. We will attempt to notify you through your Platform account and the email address that you provided during registration of any changes to this Agreement. Changes will become effective immediately but will not apply retroactively. IF YOU DO NOT AGREE TO THE MODIFIED AGREEMENT YOU SHOULD IMMEDIATELY DISCONTINUE YOUR USE OF THE PLATFORM.
1. PLATFORM SUBSCRIPTION.
1.1. SUBSCRIPTIONS. Access to the Platform’s premium features is purchased as a 1 year subscription (“Subscription”). Each Subscription includes an agreed upon number of premium Platform accounts (each, a “Member Account”), one of which will be designated as the Subscription administrator account. The Subscription administrator account will have the ability to administer the Subscription and add and remove Member Accounts. Each Member Account will be assigned a unique user identification name and password for access to and use of the Platform. A Member Account may only be used by an individual who is your employee or a person that has been authorized to access the Platform pursuant to your rights under this Agreement (“Authorized User”). Member Accounts may not be shared or used by more than one individual. Subject to the terms and conditions of this Agreement, we agree to make the Platform available to you over the Internet for your and your Authorized Users’ use during your Subscription. Notwithstanding the foregoing, you shall be solely responsible for obtaining and maintaining all connections, software, hardware and equipment that is required to use and operate the Subscription.
1.2. SECURITY. You must immediately notify us if your registration information changes or you learn of or have reason to suspect any unauthorized use of your Member Account, an Authorized User’s Member Account, or any other breach of security. You and your Authorized Users are responsible for maintaining the confidentiality of your usernames and passwords. You and your Authorized Users are fully responsible for all activities that occur under any Member Account issued under your Subscription.
1.3. ORDERING. When you order a Subscription, you represent that: (a) you agree to be bound this Agreement; (b) your use, and your Authorized Users’ use, of the Platform will be in compliance with all applicable laws, rules, and regulations; (c) you are of legal age to form a binding contract with RallyBright; (d) all registration information you submit is truthful and accurate and will remain truthful and accurate; (e) you have the authority to enter into this Agreement either personally or on behalf the company you have named as the user and to bind that company to this Agreement; and (f) your Subscription purchase was neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features.
2.1 SUBSCRIPTION FEES. Payment for your Subscription is due immediately upon your submission of an order form. All fees specified in an order form are in US Dollars and all payments must be submitted in US Dollars. We reserve the right to increase your Subscription fees when you renew your Subscription. All amounts due to us do not include taxes or levy (including interest and penalties). You will reimburse us for all sales, use, VAT, excise, property, and any other taxes or levies that we are we required to collect or remit to applicable tax authorities. You are not responsible for paying our income or franchise taxes or for paying taxes from which you are exempt. The Subscription fees are non-cancellable and non-refundable.
2.2 STRIPE. We use the third party payment platform, Stripe, to process your Subscription fees. By using Stripe, you agree that all payments and monetary transactions are between you and Stripe and that we will not be liable for any issues regarding financial or monetary transactions between you and any other party, including Stripe. You agree that you will be bound by Stripe’s terms of service agreement when you use Stripe.
2.3. FEE ADJUSTMENTS. We may at any time and from time to time, in our sole discretion, change the fees and charges, or add new fees and charges, in relation to your access and use of the Platform. We will notify you at least 30 calendar days in advance of any such change. If you do not agree to the change, you may cancel your membership or subscription in your account settings or by emailing email@example.com.
3. TERM AND CANCELLATION OF YOUR SUBSCRIPTION.
3.1. TERM. Unless cancelled earlier in accordance with this Section 3, your initial Subscription is the period beginning on the Effective Date and ending 12 months thereafter. Your Subscription will automatically renew for consecutive renewal Subscriptions equal to 12 months in length unless you or RallyBright cancels your Subscription in accordance with Sections 3.2 or 3.3 below. We will send you a notification no later than 30 days before the expiration of your Subscription to let you know that your Subscription is renewing.
3.2. CANCELLATION BY YOU. You may cancel your Subscription at any time. Cancellation will be effective at the end of the applicable annual Subscription. You may cancel your Subscription at any time by visiting your account page or emailing firstname.lastname@example.org.
3.3. CANCELLATION BY US. We may suspend or terminate your or your Authorized Users’ use of the Platform as a result of your or your Authorized Users’ fraud or breach of any obligations under this Agreement. Suspension or termination may be immediate and without prior notice and will be at our sole discretion.
3.4. EFFECT OF CANCELLATION. When your Subscription expires (or if we cancel your Subscription in accordance with Section 3.3), we will cease providing the premium Platform to you and your Authorized Users. Your Authorized Users’ Member Accounts will revert from premium Member Accounts to free Member Accounts. We will have no further obligation or liability to you upon the expiration or cancellation of your Subscription.
3.5. SURVIVAL. All provisions of this Agreement which by their nature should survive termination of this Agreement will survive termination.
4. USE OF THE PLATFORM.
4.1. USE OF THE PLATFORM. You may not use, and you may not allow or assist a third party to use, the Platform in any manner which (a) disrupts the normal use of the Platform; (b) impacts our privacy, integrity, or security or the privacy, integrity, or security of our other customers or users; (c) is legally actionable between private parties; or (d) violates any local, state, federal, or international law or regulation.
4.2. UNAUTHORIZED ACCESS. You may not permit or assist unauthorized use of or access to the Platform.
4.3. RESTRICTIONS. You may not, and you may not allow or assist a third party to: (a) license, sublicense, sell, resell, transfer, assign, distribute, pledge, lease, network, rent, loan, distribute, share, resell, or otherwise commercially exploit or make available to any third party any portion of the Platform in any way; (b) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Platform is based; (c) use the Platform to develop a competing website or product; (d) decrypt, transfer, or “frame” or “mirror” the Platform on any other server or wireless or Internet-based device; (e) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Platform; (f) access or attempt to access another person’s account; (g) use any content in any manner that misappropriates any trade secret or infringes a party’s intellectual property rights; or (h) delete, modify, hack, or attempt to change or alter the Platform.
4.4. NO ASSIGNMENT. You may use the Platform only for your internal business purposes and direct benefit. You may not use, and you will not assist or permit a third party to use, the Platform for the internal purposes or direct benefit of any third party, nor for any timesharing, rental, Internet or application service provider, commercial hosting services, or service bureau basis.
4.5. SECURITY MEASURES. You will not, and you will not permit or assist a third party to, use any process, program, or tool, in connection with the Platform or otherwise, for guessing our passwords or the passwords of any other user of the Platform or for circumventing our security measures or the security measures of any other user of the Platform. You may not use the Platform to make unauthorized attempts to access the systems or networks of others.
4.6. MALICIOUS CODE. You agree not to upload, post, email or otherwise send, transmit, or introduce any material that contains software viruses or any other computer code, files, or programs designed to interrupt, harm, damage, destroy, or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Platform or the Platform itself.
4.7. IMPERSONATION. You agree not to impersonate any other person while using the Platform.
4.8. TERMINATION. Your or an Authorized User’s violation of the terms of this Section 4 will be considered an abuse of the Platform and cause for immediate cancellation of your Subscription. We will not have an obligation to provide you or your Authorized Users notice or an opportunity to cure the violation.
5. OWNERSHIP OF INTELLECTUAL PROPERTY.
5.1. OWNERSHIP. The Platform and all of its materials, including, but not limited to, its software, HTML code, scripts, text, artwork, photographs, images, and video (“Content”) are protected by copyright and trademark laws and other United States and international laws and is our property. We retain all right, title, and interest in and to the Platform, the Content, and the products and services offered through the Platform and all other trademarks, service marks, graphics, and logos used in connection with the Platform. You acknowledge and agree that certain Content on or in the Platform is the property of our licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce their intellectual property rights against you. This Agreement does not transfer any of our rights or our licensors’ rights in the foregoing to you. You may not remove any copyright, patent, trademark, or other proprietary notices from the Platform or any product or service offered through the Platform. You may not copy, reproduce, publish, transmit, distribute, perform, display, post, modify, create derivative works from, sell, license or otherwise exploit the Platform or any Content without our prior written permission. You may not access or use the Platform for any competitive or commercial purpose. Any unauthorized copying, alteration, distribution, transmission, performance, display, or other use of the Platform or Content is prohibited. Any modification, enhancement, derivative work, or other improvement based upon the Platform, whether developed by you or us, will be our exclusive property and subject to and governed under the terms and conditions of this Agreement and you hereby assign to us all such rights, title, and interest therein. We will enforce our intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
5.2. NO EXTERNAL COMMERCIAL USE. The Platform is not intended for your external commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the materials used in or on the Platform for commercial purposes without obtaining a written license to do so from us. Content from the Platform may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent.
6. DISCLAIMER OF WARRANTIES. THE PLATFORM IS PROVIDED “AS IS.” WE MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE PLATFORM, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND WE EXPRESSLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR SKILL AND CARE. WE DO NOT MAKE ANY WARRANTY THAT THE PLATFORM WILL BE ERROR FREE OR ACCESS TO THE PLATFORM WILL BE CONTINUOUS OR UNINTERRUPTED.
7. MEDICAL DISCLAIMER.
7.1. NO ADVICE. We make no claims or representations in relation to the emotional, health, or commercial benefits of using any information provided on the Platform. Information provided through the Platform should not be regarded as or relied upon as being a comprehensive opinion, assessment, or professional medical or psychiatric advice. NOTHING CONTAINED ON THE PLATFORM MAY BE INTERPRETED AS ADVISING YOU. THE INFORMATION CONTAINED IN THE PLATFORM IS FOR GENERAL INFORMATION PURPOSES ONLY. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ABOUT THE COMPLETENESS, ACCURACY, RELIABILITY, SUITABILITY, OR AVAILABILITY WITH RESPECT TO THE INFORMATION CONTAINED ON THE PLATFORM FOR ANY PURPOSE. ANY DECISIONS THAT YOU MAKE WITH RESPECT TO SUCH INFORMATION ARE FOR YOU ALONE AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY SUCH DECISIONS. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS THEREFORE STRICTLY AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY FOR YOUR DECISIONS AND ACTIONS. The Platform is not a substitute for professional medical or psychiatric advice. If you are concerned about the health or mental well-being of an Authorized User, please consult with a trained medical professional.
7.2. LINKS. Any links on the Platform, whether provided by us or by contract from outside providers, is provided simply for your convenience. We are not responsible for any content, information or data which is provided on any external third party website. It shall be your responsibility to review the terms and conditions of any such third party website or application.
8.1. OUR INDEMNIFICATION OBLIGATIONS.
(a) We will hold harmless, indemnify, and defend you from and against any and all claims (including any and all liabilities, damages, losses, costs, expenses, and reasonable attorneys’ fees) (“Claims”) to the extent arising out of any action or proceeding brought by a third party alleging that the Platform infringes a copyright or trademark of a third party.
(b) We will not have any liability to you with respect to any Claim that is based on, arises out of, or would not have occurred but for: (1) your operation or use of the Platform with any software, hardware, or product not set forth in the User Documentation; (2) your use of any third party software other than in accordance with the license agreement for that third party software; or (3) your use of the Platform not in compliance with the User Documentation.
(c) This section sets forth your exclusive remedy with respect to any Claim for our alleged violation of a third party’s copyright or trademark rights. We have no obligation to indemnify you if you are in breach of any of your obligations under this Agreement.
8.2. YOUR INDEMNIFICATION OBLIGATIONS. You will hold harmless, indemnify, and defend us from and against any and all Claims to the extent arising out of any action or proceeding brought by a third party related to your or your Authorized Users’ acts or omissions which would constitute a breach of your obligations under this Agreement.
8.3. INDEMNIFICATION PROCEDURES. In the event of any occurrence which may constitute grounds for indemnification under this Section 8, the party seeking indemnification agrees: (a) to notify the other party promptly of any occurrence with respect to which indemnification is sought, provided that any delay shall only relieve the indemnifying party of its obligations hereunder to the extent that the defense of such Claim is prejudiced by such delay; (b) to cooperate with the indemnifying party in the defense of any Claim with respect to which indemnification is sought; (c) to tender to the indemnifying party the right to assume and control the defense of any claim with respect to which indemnification is being sought, provided that the indemnifying party may not settle a Claim unless it unconditionally releases the indemnified parties of all liability); and (d) not to cause or contribute to any occurrence, nor to take any action, or fail to take any action, which causes, contributes to or increases the indemnifying party’s liability hereunder.
9. LIMITATION OF LIABILITY. IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU HEREUNDER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, COLLATERAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, REGARDLESS OF HOW SUCH DAMAGES ARISE, WHETHER OR NOT WE WERE ADVISED SUCH DAMAGES MIGHT ARISE. TO THE GREATEST EXTENT ALLOWED UNDER LAW, IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, EXCEED IN THE AGGREGATE THE TOTAL AMOUNT PAID BY YOU UNDER THIS AGREEMENT, OR WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT PAID BY YOU UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.
10. GENERAL PROVISIONS
10.1. ELECTRONIC COMMUNICATIONS. The communications between you and RallyBright use electronic means, whether you visit the Platform or send us e-mails, or whether we post notices on the Platform or communicate with you via e-mail. For contractual purposes, you (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
10.2. ASSIGNMENT. We may transfer our rights and obligations under this Agreement to any company, firm, entity, or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under this Agreement to anyone else.
10.3. FORCE MAJEURE. We will not be liable to you for any lack of performance, or the unavailability or failure, of the Platform, or for any failure or delay by us to comply with this Agreement, where such lack, unavailability, or failure arises from any cause beyond our reasonable control.
10.4. NO WAIVER. If we delay exercising or fail to exercise or enforce any right available to us under this Agreement, such delay or failure does not constitute a waiver of that right or any other rights under this Agreement.
10.5. ENTIRE AGREEMENT. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
10.6. THIRD PARTY RIGHTS. A person who is not party to this Agreement will not, have any rights under or in connection with this Agreement.
10.7. EXCLUSIVE VENUE. This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of New York (without regard to the conflicts or choice of law principles thereof). Both parties hereby agree and consent to the exclusive jurisdiction of the state and/or federal courts located in the County of New York, State of New York for purposes of enforcing the terms of this Agreement, and each party hereby expressly waives any objection of the laying of venue or the personal jurisdiction of such courts.
10.8. CHOICE OF LAW. Except to the extent they are preempted by U.S. federal law, the laws of New York govern this Agreement, without reference to its conflicts or choice of law principles and any disputes arising out of or relating to this Agreement or their subject matter, including tort claims. YOU EXPRESSLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, CLAIM OR PROCEEDING BROUGHT TO ENFORCE, DEFEND OR INTERPRET ANY RIGHTS OR REMEDIES ARISING HEREUNDER, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT.
10.9. SEVERABILITY. If any provision of this Agreement is found unenforceable, then that provision will be severed from this Agreement and not affect the validity and enforceability of any remaining provisions.