2. Acceptance. To use the Checkout or our otherServices, you must agree to be unconditionally bound by these Terms. You must be of legal age and capacity to form a binding contract to accept the Terms and use the Services. If you are accessing the Services on behalf of a company or other legal entity (“Entity”), you represent and agree that you are authorized to act on behalf of the Entity and to bind such Entity to theseTerms. You accept the Terms by using the Checkout, accessing, or using our other Services, or clicking to accept or agree to the Terms where this option is made available to you. These Terms will remain in effect as long as you use our Services. If you do not agree with any of these Terms, do not access or use the Services.
3. Services. Rally offersMerchants a full service software-as-a-service ecommerce checkout solution that allows shoppers on ecommerce platforms (“Shoppers”) to save their shipping and payment information for future one-click checkout and generates post-purchase tailored product recommendations based on Shoppers’ cart contents (the “Checkout”).The Checkout supports US-issued card and most non-US issued cards with aVisa, MasterCard, Discover, or American Express logo, including credit, debit, pre-paid, or gift cards (collectively, “Card Networks”). The Checkout, along with Rally’s websites, Merchant account dashboard, products and other services owned or operated by Rally are collectively referred to herein as our“Services.” By using the Services, you represent and warrant that (a)any information you submit to us is truthful and accurate; (b) you will maintain the accuracy of that information; (c) you will be entirely responsible for maintaining the security of your logins and credentials, if any; and (d)your use of our Services and their features does not and will not violate any applicable law, rule or regulation. You further agree you will only use theServices with respect to purchases and payments as expressly authorized to do so by your Shopper, in a manner and amount subject of the informed consent of that Shopper.
4. Not a Payment Processor. Rally is a software as a service provider to Merchants pursuant to these Terms.Rally is not a bank, payment institution, payment processor, or money services business. Rally does not collect or process your payment information. Rather, Rally works with a payment processor with which you hold an account to collect, accept, and process your payment information with respect to sales made on Merchant ecommerce platforms.Rally never has possession of or access to payment information. Our payment processor keeps all payment information secure in accordance with PCI DSS standards and privacy and data security safeguards. Rally does not offer banking or money services business services as defined by the United StatesDepartment of Treasury. Your use of the Checkout is also subject to the applicable terms and conditions of our payment processors. Rally reserves the right to change the payment processor we use at any time. For more information about the payment processors we use, please contact us at [email protected].
5. MerchantAccount. To use theServices as a Merchant, you must register and create an account with Rally to use the Checkout on your ecommerce platform as described in this section. In addition, we reserve the right to require certain Merchants agree to statements of work and/or additional terms and conditions.
b. MerchantDescription. As part of your registration, you must provide a description of your business, the URL for your Merchant ecommerce platform, and the name under which you do business.Your description must clearly identify your ecommerce platform and business and your URL must be accurate. This information may appear in your Shoppers’ credit or debit card statements.
c. Verification. Rally reserves the right to request certain information like your business EIN or Tax ID, copy of a government identification card, a business invoice, financial statement, or other information for identity verification and/or to assess your business risk. We use this information for internal purposes only.
d. Information from Third Parties. By accepting the terms of these Terms, you authorize us to retrieve information about you by using third parties, including credit bureaus and other information providers. We may periodically update this information to determine whether you continue to meet our eligibility requirements.
e. Eligibility. After we have collected and verified all your information, we will review your account and determine if you are eligible to use the Checkout on your ecommerce platform. You agree that Rally may also share your information with your payment processors and other financial service providers, each of which may also make a separate determination regarding your eligibility. This includes sharing information (a) about your transactions for regulatory or compliance purposes; (b) for use in connection with the management and maintenance of the program; (c) to create and update their records about you and to assist them in better serving you; and (d) to conduct Rally’s risk management process. We will notify you once your Account has been either approved or deemed ineligible.
f. US Entity Merchants. If you access the Services on of a US Entity, by registeringwith Rally, you confirm that you are a business entity authorized to conductbusiness by the state in which you operate. Except where expressly permitted US Entity you may not export our Services directly or indirectly, and youacknowledge that the Services may be subject to export restrictions imposed byUS law, including US Export Administration Regulations (15 C.F.R. Chapter VII).By accepting these Terms, you confirm that you will satisfy these requirements.
a. Transactions. You as the Merchant are responsible for all transactions related to your Account, as well as all refunds and returns.The Merchant shall be solely liable for any claim(s) that arise, directly or indirectly, out of the delay or failure to deliver the purchased product(s) toShopper. Rally is not liable for any delay or failure, for whatever reason, to deliver the purchased product(s) to Shopper, nor shall we be liable to anyMerchant for any delay or failure, for whatever reason, in the purchase process.We make no warranties with respect to the products, services or information provided by Merchants through the Services. Shopper shall be solely liable toMerchant for any claim(s) that arise, directly or indirectly, out of delay or failure to pay amounts due related to a purchase using the Services. Rally is not liable for any delay or failure, for whatever reason, to complete payment of any amount due from Shopper to Merchant.
b. Customer Service. The Merchant is solely responsible for providing customer service to your Shoppers for anyand all issues related to your products and services, including but not limited to issues arising from the processing of Shoppers’ cards through the Checkout, refunds, and/or disputes about the quality of products or services. Merchantsare required to provide a receipt to the Shopper at the conclusion of each purchase transaction that includes all information required under applicableCard Network rules and law. Merchants are prohibited from imposing a fee orsurcharge for use of the Checkout on a Shopper or misrepresent Rally’s Fees(defined below) for the Checkout.
c. Refunds. You agree to issue all returns andrefunds to Shoppers for purchases and transactions made via the Checkout inaccordance with these Terms and applicable Card Network rules. You are solelyresponsible for accepting and processing returns of your products and services.Rally has no responsibility or obligation for processing such returns, or forresponding to your Shoppers’ inquiries about such returns. Refunds must be processedvia your payment processor according to such payment processor’s terms andconditions. Additionally, the refund must be for the exact dollar amount of theoriginal transaction (including tax, handling charges, and other) or less amountand may not exceed the original sale amount except by an amount equal to anyreimbursements to Shopper for postage costs incurred for product returns. Youagree to (a) maintain a fair return, cancellation, or adjustment policy; (b)disclose your return or cancellation policy to Shoppers at the time ofpurchase; (c) not give cash refunds to a Shopper in connection with a sale viathe Checkout, unless required by law; and (d) not accept cash or any other itemof value for a refund. Rally’s Fees will not be refunded to you if you issue arefund to a Shopper. You will use best efforts to process all refunds withinsixty (60) days after the original transaction date, and you acknowledge thatit may not be possible for Rally to process refunds processed after that time.We may, in our sole discretion, charge your account for anticipated or actualrefund requests we receive from your Shoppers.
d. SuspiciousUse of Services. Rallyreserves the right to not authorize or settle any transaction submitted by aMerchant which we believe is in violation of these Terms, any other Rally termsand conditions, or that exposes Rally, you, other Rally Merchants or Shoppers,or financial services providers to harm or unnecessary risk, including but notlimited to fraud, money laundering, tax evasion, and other criminal acts. Youhereby authorize Rally to share information with law enforcement about you,your transactions, or your Account if we reasonably suspect that your use ofour Services has been for an unauthorized, illegal, or criminal purpose.
7. Fees. By signing up as a Merchant, youacknowledge and agree to the billing and payment provisions described herein.You will pay to Rally a monthly transactions fee for each transaction using theServices that takes place on your Merchant ecommerce platform (collectively, “Fees”).Fees are established by Rally at the time you register as a Merchant orotherwise agreed between you and Rally in writing (email to suffice). Wereserve the right to modify our Fees from time-to-time, in our sole discretion,and upon written notification to you or by posting the modified Fees on theServices. You are solely responsible for payment of any and all applicablesales and use taxes based on the address that you provide when you register asa Merchant. You agree that we may charge your payment method, withdraw amountsfrom your settlement funds or designated bank account, or charge any otherpayment method we have on file for you for the Fees due hereunder, any salesand use taxes and any late fees or interest (as described below).
8. LateFees. If you do not payFees or other amounts owed on time or if we cannot charge the payment methodyou have on file for any reason, we reserve the right to either suspend orterminate your access to the Services. In addition, if any payment is notreceived within 30 days after the due date, then we may charge a late fee of$10 and we may assess interest at the rate of 1.5% of the outstanding balanceper month (18% per year), or the maximum rate permitted by law, whichever islower, from 30 days after the due date until the date paid. If your unpaid Feesare referred to an attorney or collections agency, you shall pay all reasonableattorney’s fees or collections agency fees. Rally may, but is not obligated to,refund all or a portion of the Fees paid.
9. CollectionRights. To the extentpermitted by law, Rally may collect any obligations you owe us under theseTerms by deducting the corresponding amounts from funds payable to you arisingfrom the settlement of transactions, including funds from another one or your Account.Fees will be assessed at the time a transaction is processed and will be firstdeducted from the funds received for such transactions. If the settlementamounts are not sufficient to meet your obligations to us, we may debit yourbank account registered in your Account for any amounts owed to us. Yourfailure to fully pay amounts that you owe us on demand is a material breach ofthese Terms and you will be liable for our costs associated with collection inaddition to the amount owed, including without limitation attorneys’ fees andexpenses, costs of any arbitration or court proceeding, collection agency fees,and any applicable interest. We reserve the right to seek payment directly fromfraudulent payors, and you consent to our doing so as we deem suitable in oursole discretion. In some cases, we may require a personal guarantee from aprincipal from your business as a condition of our continuing to provideServices to you. If a personal guarantee is necessary, we will specificallyinform you in advance of providing the Services.
10. MerchantRecords; Errors. Youare solely responsible for compiling and retaining permanent records of alltransactions and other data associated with your Account as may be required foryour business. Rally is not responsible for maintaining your transactionhistory or other records in a manner consistent with your record retentionobligations. You are responsible for reconciling the transaction historyreflected in your Account with your actual transactions. You agree to notifyRally of any errors or discrepancies listed in your Account (each an “Error”)within 30 days from the reflection of a transaction on your Account. We willinvestigate reported Errors and attempt to rectify any Errors that you or wediscover. In the event you are owed money as a result of an Error, we willtransfer funds to your designated bank account within 30 days of the resolutionof the Error. Your failure to notify us an Error within 60 days of when itfirst appears on your Account will be deemed a waiver of any right to amountsthat may be owed to you in connection with any such Error, including anyrelated charges. If you submit or cause us to process transactions erroneously,you will contact us immediately to inform us of the specifics of the error andfully cooperate with us in our resolution of that error. Your failure to notifyus of a processing error within 30 days of when it first appears on yourAccount will be deemed a waiver of any right to amounts owed to you.
11. Payouts. Funds from your transactions (“Payouts”) using theCheckout are paid to you from your payment processor according to the terms andconditions of your agreement with the payment processor. Rally is not a partyto any Payout between you and a payment processor. Rally is not, and under nocircumstances will be, responsible or liable for any action taken by yourpayment processor with respect toyour transactions or Payouts. You must direct any questions or concerns relatedto Payouts directly to the payment processor that you chose to process thefunds for the transaction.
12. LicenseGrant. In considerationfor your Fees paid as a Merchant, Rally grants you a non-exclusive,non-transferable, non-sublicensable, limited, revocable right to use theCheckout and our other Services for your own personal, internal business, andnon-commercial (except for transactions with Shoppers on your ecommerceplatform or conducting business with Rally) purposes, subject to the terms andconditions set forth herein (the “License”). Neither the License nor anyother provision hereof shall grant any rights in the Services or otherintellectual property rights except the limited License of use set out above.The License shall be for the term of these Merchant Terms of Service only. Youagree not to: (a) rent, retransmit, disclose, publish, sell, assign, lease,sublicense, market, or transfer the Services or any portion thereof (includingour Content) or use it in any manner that is prohibited or not expresslyauthorized by these Terms; (b) copy, reverse engineer, translate, port, modify,or make derivative works of any portion of the Services; (c) violate or attemptto violate the security features of the Services; (d) use any device, software,or routine to interfere or try to interfere with the proper working of theServices or any activity being conducted on via the Services; or (e) use or tryto use any device or mechanism (including browsers, spiders, robots, avatars,or intelligent agents) to navigate or search the Services other than the searchengine or search agents that we make available via the Services and thegenerally available third-party web browsers. The License shall be for the termof these Terms only.
13. RallyAPI. We make the Checkout available through APIs,extensions, plug-ins, and similar technical interfaces, all of which are hostedby Rally through SAQ-A PCI compliant hosted fields by third parties and madeavailable to you as a Merchant subscribing to the Services. It is yourresponsibility to ensure that calls you make to the Checkout are compatiblewith the then-current APIs, and that in so doing, you comply with allthen-current Rally terms and conditions and any policies regarding acceptableuse of the Checkout. Violation of Rally’s terms and conditions or policiesshall be considered a breach of these Terms. By using the Services, youunderstand that there may be rate limits and restrictions to the data fieldsdisplayed per application or service utilizing the APIs, and you agree tocomply with such limits and restrictions. Your continued use after receipt of anotice of rate limit or restriction shall be considered an acceptance of therate limits and restrictions, and you shall comply with the new rate limits andrestrictions at all times. Failure to comply with the new rate limits orrestrictions shall be considered a material breach of these Terms.
b. Youhave obtained all necessary rights and consents under applicable law todisclose to Rally or allow Rally to collect, use, retain, and disclose any datathat you provide to us or authorize us to collect, including information thatwe may collect directly from your Shoppers or other end users via cookies orother means.
c. Ifyou default under these Terms or a misuse a financial network, Rally may reportyour business name and the name of your principals as required by Card Networkrules. You specifically consent to the provisions of this section and agree towaive and hold harmless Rally or our payment processor from all claims andliabilities you may have as a result of our fulfillment of such provisions.
d. Youraccess to the Services may cause you to receive certain nonpublic informationfrom Rally, such as indicators that have alerted us to potential fraud and/orfraudulent activity, information about our security measures and updates, andinformation about Rally’s business operations or plans (“ConfidentialInformation”). You agree only to use Confidential Information as necessaryto use our Services and for no other purpose, whether directly or indirectly,and further agree that you may not copy or disclose the ConfidentialInformation for any reason.
e. Ifyou receive information about third parties, including Shoppers, through theuse of the Services, you agree to keep such information confidential and toonly use it solely as strictly required by your use of the Services. You maynot disclose or distribute any such information to a third party or use anysuch information for marketing purposes unless you receive the express writtenconsent of any applicable user and Rally to do so. You may not disclose paymentcard information to any third party except in connection with processing a cardtransaction requested by your Shopper using the Checkout and in a mannerconsistent with PCI DSS and applicable law.
15. MerchantContent. Certainfeatures of the Services may allow you or your Authorized Users to transmit orsubmit text, software, titles, prices, inventory, dates, information, rates,categories, customer info, scripts, graphics, photos, sounds, music, videos,logos, audiovisual combinations, communications, suggestions, comments,improvements, ideas or other feedback to Us related to Our Site and/or App, orother materials (collectively, “Merchant Content”). Merchant Contentmust not: (a) misrepresent your identity or affiliation with any person ororganization; (b) seek to collect others’ Personal Information by any means;(c) seek to transmit chain letters, or bulk or junk email; (d) relate tocontests, sweepstakes, or other sales promotions; (e) include information thatmay be used to track, contact, or impersonate another individual; (f) infringeany intellectual property or other proprietary rights of Rally or any otherperson; (g) seek to harm or exploit children; (h) contain any material that isfalse, defamatory, libelous, obscene, harassing, discriminatory, profane, orotherwise offensive, damaging, unlawful, or harmful; (i) violate Rally’s or anyother person’s or entity’s legal rights, contain any material that could giverise to civil or criminal liability under applicable laws or regulations, orotherwise promote, advocate or assist any illegal activity or unlawful act; or(j) be otherwise objectionable as determined by Rally at our sole discretion.
We reservethe right, but have no obligation to, monitor, review, screen, post, remove,reject, modify, or store Merchant Content at any time and for any reason at oursole discretion without notice. We do not endorse any Merchant Content, and theMerchant Content posted does not reflect our opinions, views, or advice. Wetake no responsibility and assume no liability for any Merchant Content thatyou or a third party posts or sends on or through the Services, nor do weassume any liability for any action or inaction regarding transmissions,communications or content provided by any user or third party. To the extentthat the law permits, you release us from any claims or liability related toany Merchant Content posted via the Services and from any claims related to theconduct of any other users.
Inconsideration for your use of the Services, you hereby grant to Rally anirrevocable, worldwide, royalty-free, fully-paid, sub-licensable, perpetuallicense to use, reproduce, make derivative works from, distribute, publish,display, or perform such Merchant Content in whole or in part, by any and allmeans and media, in connection with advertising, marketing and promoting Rally,its products and Services. We may sublicense and/or assign your MerchantContent to third parties with your written consent. To the extent permitted byapplicable laws, you hereby covenant not to assert against us any moral rightsyou may have in any of your Merchant Content. You expressly permit Rally todisplay your name and/or logo for marketing and promotional purposes, if weabide by any branding guidelines you provide us in writing. You may withdrawyour consent at any time and for any reason by writing to us at firstname.lastname@example.org. You acknowledge that Rally may modify theMerchant Content for any purpose. However, Rally has no obligation to use anyMerchant Content, and Rally’s use of any Merchant Content does not create orimply any endorsement of or affiliation with you.
16. MerchantData Security Responsibilities.You are fully responsible for the security of data on your ecommerce platform,website, mobile application, social media account, or otherwise in yourpossession (collectively, your “Channels”). You agree to comply with allapplicable state and federal laws and rules in connection with your collection,security, and dissemination of any personal, financial, payment information, ortransaction information in connection with your Channel(s). You acknowledgethat you provide Personal Information regarding you and your Shoppers at yourown risk. Rally may provide or recommend security procedures and controlsintended to reduce the risk of fraud or other data security incident (“Safeguards”).You agree to review and implement all such Safeguards as appropriate for yourbusiness and, if necessary, use other procedures and controls not provided byus. You additionally agree to provide reasonable assistance and cooperation,including but not limited to third-party audit of your systems and facilities,in response to or prevention of a suspected or known data security incident.Reports issued from such third-party audit may be provided to Rally, ourpayment processors or financial services providers, or other service providersrelated to the Services.
18. Termand Termination. TheseTerms are effective upon the date you register as a Merchant and shall continueas long as you use the Services as a Merchant unless terminated as permittedherein. You may terminate these terms if (a) you give us at least 15 days’written notice of your intent to terminate these Terms and (b) your Account isin good standing and you do not owe Rally any outstanding Fees or any otheramounts. Your use of the Services is offered in Rally’s sole discretion. Rallyreserves the right to terminate these Terms and close your Account at any time,with or without advance notice to you, and with or without cause. Terminationis effective immediately. Upon termination of these Terms: (a) all rights andlicenses granted to you herein shall terminate as to the terminated rights; (b)you shall cease all use of the Checkout and all other Services that have beenterminated; (c) you shall pay any and all Fees for the month in which youcancelled your Account on the next due date; (d) Rally may at its owndiscretion retain for internal business purposes, remove and/or purge your dataand any other information related to providing you the Services; and (e) uponrequest, each party will promptly return to the other party or delete allConfidential Information of such party in its possession, custody or control.Notwithstanding the foregoing, each party may retain a copy of these Terms andsuch other Confidential Information of the other party as reasonably requiredfor legal and auditing purposes. We may request that you certify in writingyour compliance with this section. Termination does not alter your liabilityfor processed payments. Upon termination and closing of your Account, we willimmediately discontinue your access to the Services. You agree to complete allpending transactions, stop accepting new transactions through the Checkout and,where the Checkout, immediately remove all Rally logos from your ecommerceplatform. Any funds in our custody will be paid out to you subject to the termsof these Terms. Termination does not relieve you of your obligations as definedin these Terms and we may elect to continue to hold any funds deemed necessarypending resolution of any other terms or obligations defined in these Terms,including but not limited to Fees, refunds, or other investigations orproceedings.
19. Notice;Change of Business. Rallymay provide you with notices regarding the Services, including changes to theseTerms, by email to your email address on file with us, regular mail, orpostings to the Services. You will be deemed to have received any email sent tothe email address then associated with your account when we send the email,whether or not you actually receive the email. It is your responsibility tokeep your email address current. You agree give Rally at least 15 days writtennotice of your intent to change any aspect of your business relating to theCheckout, products or services offered, business type, or trade name. You agreeto provide us with prompt notification if you are the subject of any voluntaryor involuntary bankruptcy or insolvency petition or proceeding. You also agreeto promptly notify us of any adverse change in your financial condition, anyplanned or anticipated liquidation or substantial change in the basic nature ofyour business, any transfer or sale of 25% or more of your total assets or anychange in the control or ownership of you or your parent entity. You will also notifyus of any judgment, writ or warrant of attachment or execution, or levy against25% or more of your total assets not later than three (3) days after you obtainknowledge of it.
20. Consent to Electronic Signature. Byaccessing or using the Services, typing your name into any of our electronicforms and indicating your acceptance or clicking a box, you consent to (a)Rally communicating with you electronically; (b) receiving all applications,notices, disclosures, and authorizations (collectively, “Records”) fromus electronically; and (c) entering into agreements and transactions usingelectronic Records and signatures. Federal law treats electronic signatures ashaving the same legal force and effect as if they were signed on paper by hand,and online contracts have the same legal force as signing an equivalent papercontract in ink. You must have a web-enabled device, connection to theinternet, an active email account, and the ability to receive and read PDF filesto conduct business with us electronically. You are responsible for keepingyour own Records. If you require assistance with your Records or if you wish toreceive Records in paper format or to withdraw your consent to receivingelectronic records from us, please contact us at [email protected]. Agreements and transactions executedprior to this request will remain valid and enforceable.
22. Revisions. Rally reserves the right to revisethese Merchant Terms of Service without notice at any time. If we revise theseTerms, we will send you an email or post to our website with the updated Termsof Service. Your continued use of our Services following such update constitutesyour acceptance of such changes. In the event you choose not to agree andaccept the new, modified or amended terms of these Terms, you may cease use ofthe Services at any time. You further agree that in the event any portion ofthese Terms is found to be unenforceable, the remainder of these Terms shallremain in full force and effect and the otherwise unenforceable portion shallbe amended so as to be enforceable to the greatest extent permitted bylaw.