The following Terms of Use (“Terms”) are a binding agreement between you and Rally Commerce Inc. and its affiliates (collectively, “Rally”). These Terms govern your use of our Services (defined below) in any manner. Additional, separate terms may apply to your use of our Services, including without limitation our Privacy Notice and Merchant Terms of Service, each of which will be considered to form part of these Terms. If you have any questions about any of our Services or these Terms of Use, please contact Rally at  [email protected].THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND RALLY.Acceptance. To use the Checkout or our other Services, 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 these Terms. 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. Services. The Checkout (defined below), websites, mobile applications, products, or other services owned or operated by Rally are collectively referred to herein as our “Services.” By using the Services in any capacity, 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. If you are a Merchant, please also review our Merchant Terms of Service, which apply to you in your capacity as a Merchant. Checkout. Rally offers a software-as-a-service ecommerce checkout solution that allows shoppers on ecommerce platforms (“Shoppers”) owned or operated by merchants within Rally’s merchant network (each, a “Merchant”) to save their shipping and payment information for one-click checkout with Merchants across the Rally network and creates a unique token that generates tailored product recommendations based on their purchases (the “Checkout”). You agree to (a) use only accurate information in connection with the Checkout at all times; (b) at all times use the Services in compliance with applicable law; (c) promptly notify Rally if you discover or otherwise suspect any security breaches relating to the Services; and (d) be held solely liable for losses incurred by Rally or any Merchant due to any inaccurate information you submit through the Services. Rally reserves the right to close, suspend, or limit your access to the Services if, in our sole discretion, (i) we are unable to obtain or verify your identity or eligibility; (ii) we suspect a security compromise related to your use of the Services; or (iii) your Saved Information (defined below) has been used in, or seems to have been used in, a nefarious manner.Saved Information. A Shopper may opt-in to save their shipping information and a tokenized version of their payment information (“Saved Information”) by selecting the opt-in box presented at Checkout. By opting-in for the Saved Information feature, you agree to (a) Rally using your Saved Information for authentication purposes and to enable one-click checkout the next time you make a purchase from a Merchant and (b) maintain and promptly update your Saved Information with each subsequent purchase. If your credit card account number changes or your credit card expiration date changes, you will be required to manually update your Saved Information the next time you use the Checkout. Upon Checkout, the Saved Information feature will authenticate your use of your Saved Information via cookie, text message, or email and, upon authentication, auto-populate your Saved Information for a one-click checkout experience. All Personal Information collected and processed as part of the Saved Information feature is governed by the Rally Privacy Notice.Purchases and Payment               a. Purchases. Anytime you click the “pay” button on the Checkout, you:                i. Consent to Rally facilitating your payment to the Merchant using the financial account, debit, or credit card information you provided or, if your purchase is for recurring payments, consent to Rally facilitating those payments using the information you provided for the initial purchase for each recurrence;                 ii. Represent and warrant that you are authorized to use the payment method provided and authorize Rally to (1) debit, withdraw or charge your payment method and (2) to initiate any credit, debit, or charge to your payment method to process any returns, chargebacks, reversals, refunds, corrections, or other necessary adjustments;                iii. Authorize rally to use the last 4 digits of your card to verify the issuer; and               iv. Consent to Rally creating and using a unique token in connection with your purchase using a payment processor. This token does not include your credit card information, but it allows Rally to facilitate a charge on your credit card, and you agree that we may charge your card to facilitate your payments using this token indefinitely.               b. Payment Terms. A Shopper’s use of the Checkout does not guarantee that Rally will accept the request. Once we receive a properly completed request from a Shopper and authorized by the Shopper’s card issuer, payment network or other financial institution, authorization of the Shopper’s form of payment is received and we have accepted the purchase, we will promptly place the Shopper’s order in line for fulfillment. We reserve the right to refuse, suspend, or cancel any request in our sole discretion. Rally may choose the payment card brands it accepts and change them from time to time in our sole discretion. All payment requests are subject to authorization by your card issuer, financial institution, or payment network.                c. Payment Processing. Rally is a software as a service provider of our Services to Shoppers pursuant to these Terms and to Merchants pursuant to our Merchant Terms of Service. RALLY IS NOT A BANK, PAYMENT INSTITUTION, PAYMENT PROCESSOR, OR MONEY SERVICES BUSINESS. Rally does not collect or process your payment information. Rather, Rally uses a payment processor to collect, accept, and process your credit card, debit card and other payment information with respect to sales made at Merchant checkouts. Rally never has possession of or access to your payment information. The payment processor keeps your payment information secure in accordance with PCI DSS standards and privacy and data security safeguards. 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].                 d. Foreign Currencies. If you make a purchase in a currency other than United States Dollars, you agreed to be charged and, if applicable, refunded according to the then-current exchange rate at Rally’s bank of choice.                e. Additional Terms. Additional terms and conditions may apply to your payment request and to specific portions or features of the Services including rules related to your use of your payment method, all of which are made a part of these Terms by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. These Terms do not alter the Terms you have agreed to with a Merchant, except with respect to the direct relationship between you and Rally.Shoppers and Merchants                  f. Shopper Relationship with Merchants. Your use of the Checkout as a Shopper does not change your relationship with the Merchant or with your bank or credit card company, and it does not make Rally a party to any transactions you make using the Checkout. You as the Shopper, and not Rally, are responsible for the purchases you make using the Checkout.                 g. Merchant Terms. Any purchase made by a Shopper from a Merchant is governed by any terms and conditions offered by or the Shopper’s contract with that Merchant, as applicable.                  h. No Warranty or Liability by Rally. You acknowledge that Rally does not warrant the accuracy or reliability of any information on a Merchant ecommerce platform or endorse any goods or services offered for sale on Merchant ecommerce platforms using the Checkout. Rally is not liable to any Shopper or Merchant for any claim related to (i) the quality, usability, or any other element of the goods or services purchased via the Checkout; or (ii) delay or failure, for whatever reason, of the purchase process or the delivery of the purchased product(s) to the Shopper. 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) to you. Rally makes no warranties with respect to the products, services or information provided by Merchants through the Checkout. Rally cannot and will not intervene in any dispute between a Shopper and a Merchant for any transactions using the Checkout.                   i. Issues or Disputes. The Shopper must contact the Merchant to resolve any issues with respect to purchases from that Merchant, including without limitation any issues relating to shipping and delivery, product warranty, product return, refund, exchange, and the terms of any agreements executed with the Merchant in connection with the purchase. If you have dispute rights through your credit card issuer, any disputes filed with your credit card issuer shall be between you and the issuer, and Rally shall not be held liable for such disputes.Privacy. Rally processes and uses Personal Information (as defined in our Privacy Notice) to provide, analyze, support, and improve our Services, and for other purposes as permitted in these Terms and our Privacy Notice (incorporated herein by this reference). By accessing or using the Services, and providing information to or through the Services, you acknowledge that you have received, read in full, and consent to our Privacy Notice. Additionally, you hereby consent to Rally disclosing information about your purchase via the Checkout, including your Personal Information, to the Merchant from which you make the purchase through the Merchant’s account or Rally’s API. If the Merchant operates through a third-party ecommerce platform, you further consent to your information being shared with that third-party platform. Text and Email Consent. Rally does not require Shoppers to set up an account to use the Checkout or its features. As a security measure, Rally may use SMS or email to authenticate Shoppers using the Checkout. In addition, before accepting your purchase, we may require additional information to complete your order. By providing your phone number, you consent to receive a text message containing an authentication code. By providing your email, you consent to Rally sending you authentication email messages. When you use the Checkout as a Shopper, Rally will send you an authentication text message or email containing an authentication code for you to submit to the Checkout to complete your order. Rally may also send you service announcements or administrative communications by email, phone, mail, or other means. You hereby consent to accept and receive these communications, which may be generated by automatic telephone dialing systems delivering prerecorded messages. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you. Rally has no liability for any wireless carrier costs incurred or transmission delays or message failures. You may unsubscribe from our text or email messages at any time, but this may impact our ability to authenticate you for future purchases. Additionally, if you opt-in, we may send you marketing communications by email, mail, or other means in compliance with applicable law. If you wish to opt-out of receiving marketing communications from Rally, please follow the instructions in our Privacy Notice.License Grant. Rally hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the Services for your own personal, internal business, and non-commercial purposes (the “License”). Neither the License nor any other provision hereof shall grant any rights in the Services or other intellectual property rights except the limited License of use set out above. You shall not: (a) permit any third party to access the Services via your Saved Information or your account, as applicable; (b) create derivate works based on the Services; (c) copy, frame or mirror any part of the content of the Services, other than copying or framing for your internal business purposes; (d) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or trade secrets for any of the Payments Services; or, (e) access the Services in order to build a competitive product or service. The term of your License shall be for the term of these Terms of Use only.Contents Ownership. The information contained in our Services, including but not limited to all images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing in the Services, and other materials, as well as names, logos, taglines, trade dress, and other trademarks are copyrights, trademarks, trade dress or other intellectual property (collectively, the “Contents”) owned, controlled, or licensed by Rally or its affiliates, or are the property of their respective owners. The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. No license to or regarding any of the Contents is granted in connection with your use of the Services. You are not authorized to use any Contents in any manner other than specifically authorized by these Terms, and you are strictly prohibited from reproducing the Contents except as expressly permitted herein or using our Contents in any way that might confuse or that disparage us. Only a duly authorized officer of Rally may grant permission or a license to use any of our Contents; any attempted grant or similar promise by anyone other than a duly authorized office of Rally is invalid. The permissions described in these Terms will terminate automatically if you breach any provision of these Terms.                     a. Copyright. You may only display, download, or print the Contents for the purpose of using the Services as an internal or personal business resource. You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Contents without the prior written permission of Rally.                    b. Trademarks. The Rally wordmark, Rally logo and all other logos, trademarks, service marks, product names and trade names associated with Rally and our affiliates are property of Rally or their respective owners. Rally’s trademarks, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial, or modified form, without the prior written permission of Rally. You may not use any meta tags or any other hidden text utilizing a Rally name, trademark, or product name without our prior written permission. Third party trademarks and service marks used in the Services are the property of their respective owners, and we use them with their consent. Rally and the other licensors of the marks in our Services reserve all rights with respect to all Contents and all intellectual property.Acceptable Use. You agree not to: (a) rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Services or any portion thereof (including the Content) or use it in any manner not expressly authorized by these Terms; (b) copy, reverse engineer, translate, port, modify, or make derivative works of any portion of the Services; (c) violate or attempt to 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 the Services or any activity being conducted on via the Services; or (e) use or try to use any device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Services other than the search engine or search agents that we make available via the Services and the generally available third-party web browsers. Tampering with the Services, conducting fraudulent activities on the Services and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Checkout and/or our other Services. If you engage in the foregoing activity, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations. Prohibited Use. You are strictly prohibited from using the Services or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, or local laws, regulations, rules, or ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious or destructive code; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Services or any related website or application, other website or application, or the internet. We reserve the right to terminate your use of the Services for violating any of the prohibited uses.Fraud Prevention. Rally reserves the right to confirm your identity and screen your transaction for fraud when you make a purchase. You hereby consent to Rally’s collection and use of your name, email, phone number, IP address, and physical address, as well as third party history and verification services we use, for the purpose of confirming your identity and validating your payment, which may make background information about you and/or your email available to Rally. Any background information generated or referenced in this matter is not used for the purpose of credit reporting about you. Rally or the applicable Merchant may refuse to process a transaction if fraud is suspected. If fraud is detected after a transaction is processed, Rally or the applicable Merchant may at any time within 10 business days of the date the transaction was initiated reject the transaction and refund the charged amount back to the payment method it was charged to. You agree that Rally may share this information with third parties for the purpose of preventing fraud. You further agree that we may use the Information submitted in connection with your payment to improve and optimize our fraud detection and prevention services.In connection with this process, we will use only information we believe is accurate and complete. Rally is not an agency that maintains credit records on your behalf. You acknowledge that the review described in this section is comparable to a Merchant choosing whether to accept a check from you. Our company’s name and address are included in these Terms for consumers’ reference, but we do not consider our fraud detection activities “consumer reports” for purposes of the Fair Credit Reporting Act. You will receive a notification at the email address we have on file for you if our fraud detection activities result in a refusal to process a transaction by Rally or the applicable Merchant, which will include our name and the reason for our determination not to proceed with your transaction (a “Denial Notice”). If you wish to correct or dispute a matter set forth in such notice, you must send a letter to the address reflected in your notice explaining your dispute and/or correction within 60 days of receiving the Denial Notice. We will respond as soon as practicable to work to resolve this dispute, though we are not obligated to take any action based on your dispute other than to evaluate it fairly and completely.Service Access. Rally will use commercially reasonable efforts to maintain availability of the Checkout and our other Services. You agree and understand that there will be times when the Services will not be available, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware, Merchants, or other Shoppers; and causes beyond our reasonable control. Rally will make commercially reasonable efforts to notify you of planned downtime and unavailability of the Checkout or other Services. Rally is not liable for any delays, interruptions, or other transmission errors resulting from any lack of Service access or caused by your device or your internet or wireless service provider.Accuracy. Occasionally there may be information available through the Services that contains typographical errors, inaccuracies or omissions related to product descriptions, pricing, promotions, offers, availability, and other topics. We have no obligation to update, amend, or clarify information in the Services, including without limitation, pricing information, except as required by law or a Merchant. No specified update or refresh date should be taken to indicate that all information in the Services has been modified or updated.Link to Other Websites. Links to websites from the Services are provided solely for your convenience. Rally is not responsible for the content of any other websites, nor do we make any representations about the content or accuracy of material on any other websites. Inclusion of any linked website on our Services does not imply Rally’s approval or endorsement of the linked website. If you click through to another website, you do so at your own risk. Please be aware that when you click on links that take you to external websites, you will be subject to their privacy policies and practices and not ours. Any concerns regarding any such website, service or resource, or any hyperlink thereto, should be directed to the website’s owner or operator.Consent to Electronic Signature. By using the Checkout to make a purchase, accessing, or using our other Services, typing your name into any of our electronic forms 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”) from us electronically; and (c) entering into agreements and transactions using electronic Records and signatures. We will use electronic documents for all communications, agreements, disclosures, authorizations, and other documents necessary to provide you with the Services. Federal law treats electronic signatures as having 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 paper contract in ink. You must have a web-enabled device, connection to the internet, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You are responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at [email protected]. Agreements and transactions executed prior to this request will remain valid and enforceable.Legal Compliance; Void Where Prohibited. Rally administers and operates the Services from its headquarters in Portland, Oregon, USA. Although the Checkout and our other Services are accessible worldwide, not all features, products or services discussed, referenced, provided, or offered via the Services are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Rally reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Services is void where prohibited. If you choose to access the Services from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws. Without limiting the foregoing, when using the Services, you agree to comply with all applicable laws, including, but not limited to ecommerce, export controls, and applicable laws governing privacy and data security and their requirements related to verifiable consent, parental consent, consumer privacy rights, recordkeeping, international data transfer laws and other requirements.Term and Termination. These Terms of Use are effective unless and until they are terminated by either you or us. You may terminate these Terms at any time by opting out of the Checkout or by discontinuing use of our Services. We may terminate these Terms of Service at any time without notice to you and accordingly we may terminate your access to our Services or any part thereof. We reserve the right to disable any username, 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. If your access to the Checkout or our other Services is terminated by you or us, we will delete your information in accordance with our Privacy Notice. Upon termination of these Terms: (a) the rights and licenses granted to you herein shall terminate as to the terminated rights, (b) you shall cease all use of the Services that have been terminated, and (c) Rally may at its own discretion remove and/or purge your data and any other information related to providing you the Services.Choice of Law. These Terms and all matters arising out of or relating to these Terms shall be construed and enforced in accordance with the laws of the State of Oregon, without regards to its principles of conflict of laws. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms.LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL RALLY, ITS EMPLOYEES, AGENTS, SUPPLIERS OR INDEPENDENT CONTRACTORS (THE “DISCLAIMING ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH ANY DISCLAIMING ENTITY OR THE SERVICES, OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED, SOLD, OR PAID FOR BY WAY OF THE SERVICES, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE DISCLAIMING ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.DISCLAIMER OF WARRANTIES. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. RALLY MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICES OR RELATING TO THE AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY OR COMPLETENESS OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD-PARTY RIGHTS. TO THE FULLEST EXTENT PERMITTED BY LAW, RALLY AND THE DISCLAIMING ENTITIES MAKE NO WARRANTY OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT ITS OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY DEFECT WITHIN THE SERVICES WILL BE CORRECTED, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION (INCLUDING SENSITIVE INFORMATION) THROUGH THE SERVICES. ANY RELIANCE ON THE MATERIAL OR INFORMATION MADE AVAILABLE THROUGH THE SERVICES IS AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY ERRORS WILL BE CORRECTED. WE DO NOT WARRANT THAT THE RESULT OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION OR ADVICE GIVEN BY RALLY SHALL CREATE A WARRANTY WITHOUT A WRITING SIGNED BY RALLY REFLECTING THE CREATION OF SUCH WARRANTY.INDEMNIFICATION. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS RALLY AND THE DISCLAIMING ENTITIES FROM ALL CLAIMS, LOSSES, DAMAGES, PENALTIES, LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, OF ANY KIND OR NATURE ARISING OUT OF OR RELATED TO A CLAIM (A) ALLEGING THAT YOUR USE OF THE SERVICES INFRINGES OR VIOLATES THE RIGHTS OF A THIRD PARTY (INCLUDING ANY MERCHANT) OR VIOLATES APPLICABLE LAW; OR (B) ARISING OUT OF YOUR BREACH OF THESE TERMS OF USE OR THE DOCUMENTS THEY INCORPORATE BY REFERENCE.CLASS ACTION WAIVER. YOU HEREBY WAIVE ANY RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT AGAINST RALLY RELATED TO ANY CLAIM, DISPUTE OR CONTROVERSY, AND, WHERE APPLICABLE, YOU HEREBY AGREE TO OPT OUT OF ANY CLASS PROCEEDING AGAINST RALLY OTHERWISE COMMENCED ON OR AFTER THE EFFECTIVE DATE OF THESE TERMS.Dispute Resolution. Any controversy or claim between you and Rally arising out of or relating to: (a) these Terms of Use or the breach thereof, or (b) your access to or use of the Services, or (c) any alleged violation of any federal or state or local law, statute or ordinance (each such controversy or claim, a “Claim”), shall be resolved exclusively by a binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, with the arbitration to be held in Multnomah County, State of Oregon, USA. Claims shall be heard by a single arbitrator. The parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the Federal Arbitration Act and by the internal laws of the State of Oregon, without regard to conflicts of laws principles. You hereby consent to the exclusive jurisdiction of the state and federal courts located in Multnomah County, Oregon, USA to enforce these Terms. However, judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to an award of reasonable attorneys’ fees. In arbitration, the parties give up their right to have their Claim decided by a judge or jury, and their Claim is instead decided by an arbitrator. Discovery rights and appellate rights in arbitration are more limited than in court. The arbitrator shall issue a reasoned award in writing, including all findings of fact and law upon which the award was made.YOU AND RALLY AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND RALLY AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SECTION, AND IF THIS SECTION IS FOUND TO BE INVALID, UNENFORCEABLE, OR ILLEGAL BY A COURT OF COMPETENT JURISDICTION, THEN SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR. NOTWITHSTANDING THE FOREGOING, IF ANY CLAIM IS NOT SUBJECT TO ARBITRATION, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN MULTNOMAH COUNTY, OREGON, WHICH IS THE PLACE OF PERFORMANCE OF THESE TERMS.General. The relationship of the parties hereto is that of independent contractors. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Rally as a result of these Terms or your use of the Services. Rally prefers to advise you if Rally feels you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by Rally, may result in immediate termination of your access to the Service without prior notice to you. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Rally’s failure to enforce any of these Terms is not a waiver of such term. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be freely assigned by Rally without restriction. If any provision of these Terms is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect. These Terms and the documents incorporated by reference herein are the entire agreement between you and Rally and supersede all prior or contemporaneous negotiations, discussions, or agreements between you and Rally about the Services. The contents ownership, copyright, trademark, disclaimer of warranties, representations made by you, limitations of liability, and general provisions shall survive any termination of these Terms.Revisions. Rally reserves the right to revise these Terms of Use without notice at any time. If we revise these Terms, we will update this posting. Your continued use of our Services following the posting of changes constitutes your acceptance of such changes. You further agree that in the event any portion of these Terms of Use are found to be unenforceable, the remainder of these Terms of Use shall remain in full force and effect and the otherwise unenforceable portion shall be amended so as to be enforceable to the greatest extent permitted by law.