TERMS OF SERVICE

Last Updated: May 27, 2021

Welcome to our Rally Terms of Service (“Terms”). These Terms are provided by Rally Network, Inc. and our affiliates (referred to as “we”, “us”, “our” and “Rally”) and govern your use of Rally.io, the Rally Network, and our other websites, webpages, platforms, applications, games, products and services (collectively, our “Site”). Throughout these Terms, we will refer to you as “you” and “User”.

Our Site is provided to you to enable you to support and interact with your community and your favorite content creators, influencers, athletes, musicians, artists and celebrities (collectively, “Creators”). For Creators, our Site enables you to engage with, receive support from, and reward your fans. These Terms constitute a binding, legal agreement between you and us and apply to all Users who access or use our Site. Special terms that apply only to Creators are described in Section 9 below.

IMPORTANT NOTICE – LIMITATION OF LIABILITY, CLASS ACTION WAIVER, & ARBITRATION REQUIREMENT: THESE TERMS CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE YOU TO RESOLVE ANY DISPUTE WITH US THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, WHICH MEANS THAT YOU WAIVE AND WILL NOT HAVE THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, IF ANY, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED OR REPRESENTATIVE CAPACITY. SEE “DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY” AND “DISPUTE RESOLUTION” BELOW FOR MORE INFORMATION.

You may have the opportunity on our Site to earn, buy, trade, donate, exchange and otherwise use various digital currencies, non-fungible tokens and other assets, including assets native to Rally like $RLY, the ERC-20 governance token, and Creator Coin, the creator-branded social token (“Digital Assets”). Digital Assets that you may acquire on our Site are not intended as investments - they are designed for use and engagement between Creators and their fans. As with any asset, the value of Digital Assets can go up or down, and there can be a substantial risk that you lose value buying, trading, donating and exchanging Digital Assets. You should carefully consider whether trading or holding Digital Assets is suitable for you in light of your financial condition. Rally is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons.

Certain portions, features, or functionalities of the Site may be subject to different or additional terms, rules, guidelines or policies (“Additional Rules”), and we may provide such Additional Rules to you via postings, pop-up notices, links, or other means at the time that you access or use the relevant area, feature or functionality. From time to time, such Additional Rules may conflict with this agreement; in the event of such a conflict, the Additional Rules will control.

1. Changes to our Site

These Terms may be updated

We may update our Site often, and the effective date of these Terms will be included at the top of this webpage. You acknowledge and agree that we may change or discontinue any part of our Site, products and services at any time, with or without notice to you.

Review these terms regularly

Your continued use of the Site after the Effective Date constitutes your acceptance of any amended Terms. The amended Terms supersede all previous versions of the Terms. For this reason, we encourage you to review these Terms any time you access or use the Site and to print out a copy of these Terms for your records. If you have any questions about these Terms, please send an email to support@rally.io.

2. Account Creation

Information we need from you

We will need some information from you to get you set up with an account on our Site, including your name and your contact information, including your email address and social media and social messaging handles. You may be able to access the Site by logging in with your social media accounts or linking to other social media platforms (e.g. Twitch), in which case such accounts and platforms may pass such information directly to us. You agree that you will provide us with accurate, true, and complete information about yourself whenever you are prompted to provide us with information, and that you will update such information whenever it changes.

Your responsibilities over your information

You agree that you will maintain the security of all information that you provide to us, and that it is solely your responsibility to keep your username, passwords, devices used to access the Site, and all other materials secure and confidential. We assume that any transaction initiated or activity that takes place through your account using your credentials is authorized by you. If you become aware of any unauthorized access to your account or any transaction made through your account that was not authorized by you, it is your responsibility to let us know immediately by contacting us at support@rally.io.It is important that you regularly check your account to ensure that all activity that occurs on it was authorized by you. We are not liable for any damages or losses that you incur due to unauthorized access, unless you have notified us immediately as indicated above. You may not sell or otherwise transfer your account or any portion thereof.

3. Eligibility

Your access is conditioned upon you meeting eligibility requirements

If you access or use our Site, you represent and warrant the following:

(i) you are at least 13 years old, or have signed permission from your parent or legal guardian to access or use our Site,

(ii) if you are 13 or older but under the age of majority in your jurisdiction of residence that you have the consent of a parent or guardian to access or use our Site,

(iii) you are legally competent and able to be bound by these Terms, and

(iv) you have not been previously banned from using our Site for any reason.

If you are unable to make these representations and warranties or don’t agree to any part of our Terms, you may not access or use our Site.

4. Digital Assets

What you can do with Digital Assets on this Site

As described above, through the Site, you may have the opportunity to earn, buy, trade, donate, exchange and otherwise use various digital currencies, non-fungible tokens (“NFTs”) and other assets, including assets native to Rally called Creator Coin (collectively, “Digital Assets”). Digital Assets are not legal tender and are not backed by any government, and they are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Digital Assets that you may acquire on our Site are not intended as investments - they are designed for use and engagement between Creators and their fans.

You accept the risk of transacting with Digital Assets

‍‍While the Site may provide information about the estimated value of Digital Assets, including $RLY, Creator Coin and NFTs, and may include information about their historical value, the fiat value of all Digital Assets are subject to volatility and change, and Digital Assets could lose their value, both on an individual as well as a network-wide basis. Rally does not directly control and is not responsible for the value of any Digital Assets and makes no guarantee, express or implied, of their value in fiat. In addition, Digital Assets that you may use on the Site and on the Rally Network, may not be freely tradable or exchangeable outside of the Site or the Rally Network. You acknowledge and agree that any purchase of or transaction in Digital Assets conducted by you or on your behalf is made voluntarily, willfully, and exclusively at your own risk.

Rally does not provide you with advice or regulated services

In addition, you acknowledge and agree that Rally does not offer securities-related services in the United States or to U.S. persons and is not registered with the U.S. Securities and Exchange Commission. You also acknowledge and understand that Rally is not a money transmitter and works with third party licensed money transmitter and compliance services entities to conduct regulated transactions. Rally does not provide investment, financial, tax, or legal advice. The information and applications provided in connection with the Site does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and should not be treated by any user as such. Rally makes no recommendation and, apart from providing estimated value or historical value data in certain circumstances, does not provide any advice about the actual present fiat value of any Digital Asset.

5. Creator Coin

Creator Coin purchases

You will be able to purchase Creator Coin through the Site and may have the opportunity to use Creator Coin to purchase or redeem other Digital Assets, or engage in various transactions with the Ethereum mainnet. You may be required to provide information prior to the completion of a transaction for purposes of identity verification and detection and prevention of fraud, money laundering, terrorist financing and other financial crimes. This information may include your legal name, date of birth, mailing address, and picture of a government issued identification (e.g., passport or driver’s license) and/or a selfie, and other information that may be deemed necessary or appropriate by third party payment processors, payment services providers and compliance services providers who partner with Rally to manage transactions on the Site for purposes of identity verification. Rally reserves the right to cancel or reject any transaction for which you provide incomplete or incorrect information, or that you do not confirm within a reasonable time following your initiation of the transaction.

The Site currently supports the purchase of Creator Coin through a debit or credit card that matches the name on your account. You must provide the information requested and follow the relevant instructions provided by the Site to complete your transaction for Creator Coin. Following receipt and processing of any required information, confirmation of your payment method and completion of the transaction, the purchased Creator Coin will generally be included in your account and listed in your portfolio balance within 1 hour.

Bridging in and bridging out between Ethereum and Rally.io

Each Creator Coin is backed by $RLY, an ERC-20 governance token on the Ethereum mainnet. The bridging in of $RLY from your Ethereum wallet to Rally.io, where it can be converted to Creator Coin, is currently supported on the Site. For further information and a description of restrictions and requirements to use the “Bridge In” feature, please see the wiki, which may be updated from time to time.

The bridging out of Creator Coin or $RLY from your Rally.io account to $RLY in your Ethereum wallet, where it can be used in the Ethereum mainnet, is currently supported on the Site. For further information and a description of restrictions and requirements to use the “Bridge Out” feature, please see the wiki, which may be updated from time to time.

PLEASE NOTE: Your ability to use all features on the Site may be limited, depending on your place of residence. Because of jurisdictional restrictions, while you may be able to purchase Creator Coin, bridge your $RLY from the Ethereum mainnet to the Site, and otherwise interact with the Site, you will be restricted from exiting your sidechain $RLY to the Ethereum mainnet, and, accordingly, any value you acquire will be locked in the sidechain. Currently restricted jurisdictions include New York, Hawaii, Louisiana, South Korea, Japan, Singapore, China, India, Brazil, Russia and Turkey. In addition, residents of US Sanctioned countries may not use the Site or any features of the Site. You are responsible for understanding and complying with these restrictions if you decide to interact with the Site. These restrictions are subject to change. For the most updated list of restricted jurisdictions, please see the wiki, which may be updated from time to time.

Payment processors, payment service providers and compliance

Rally will partner with third party payment processors, payment services providers and compliance services providers to manage transactions on the Site. While Rally does not charge any fees for your use of or participation on the Site, to the extent that you engage in transactions on the Site, such third party services providers may charge certain transaction fees. In addition, the “Bridge Out” feature will require ETH in your Ethereum wallet to pay transaction fees, called gas, on the Ethereum network. During the transaction completion process, if fees are charged by such third parties to complete your transaction, or gas fees are charged due to a Bridge Out transaction, the amount of your transaction price that will be allocated towards fees will be automatically deducted from the total transaction price and identified, for example as “Fees” and “Transaction Fees”, prior to the completion of your transaction. As a result, the amount of $RLY or Creator Coin that you are transacting with will be equal to the amount of the total transaction price after deduction of such fees.

You agree that you will provide us with all the information that we reasonably request, and that if you register with a third party services provider designated by us, you will provide all information required by such third party services provider in order to process payments. It is your responsibility to ensure that all information provided to us and to any third party services provider is accurate, true and complete. In addition, you agree that your account with any third party services provider is subject to all terms, conditions and privacy policies of such provider. You agree that you are solely responsible for payment of the fees, costs and expenses of a third party services provider in connection with your transaction that may be incurred by you and, in some cases, deducted from your payments. We are not responsible for any delay, failure, damage, or liability caused by a third party services provider, any other third party, a force majeure, or your failure to timely or properly provide us with requested information, or, with respect to third party services provider, your failure to timely or properly set up an account with the payment services provider or otherwise provide requested information for completion of a transaction.

If Rally believes that fraud or attempted fraud, circumvention of any of these Terms or the Rally Privacy Policy, or any violation of law or regulation is taking place with respect to any payment or transaction, we may take action to withhold, delay, or cancel the transaction, or seek repayment of payments associated with such fraud or violations, in our sole discretion. In such cases, we may also suspend or terminate the account or accounts associated with such actions or attempted transactions.

6. Non-Fungible Tokens

What it means to own a Creator NFT

You may have the opportunity to purchase non-fungible tokens, or NFTs, distributed by the Creators on our Site (each, a “Creator NFT”). The Site currently supports the purchase of Creator NFTs with Creator Coin. All NFTs minted and distributed through our Site and purchased or received by you are subject to the license rights described in this section, and you agree that any Creator NFT that you purchase or receive are subject to these license terms.

When you own a Creator NFT, you are owning a digital token that represents the Creator’s creation. Whether it’s a piece of art, a video or audio clip, a digital image, or any other work, your Creator NFT is a digital token that represents your ownership of that particular item. You can show off your Creator NFT, and your past ownership of the Creator NFT will be associated with that item even after you transfer or sell it, as part of the permanent ledger of ownership that will follow that item. However, it is important for you to understand that your ownership of the Creator NFT does not give you any ownership in the intellectual property underlying the Creator’s actual creation that is represented by the Creator NFT, outside of the limited license that is granted to you pursuant to these Terms. Similar to the way you may own a book, that book is yours to keep and show off, but you don’t own the copyright to the book itself, and you can’t reprint it and sell the copies for profit. Each Creator reserves all exclusive copyrights, trademarks, and other intellectual property rights associated with their creation, including but not limited to the right to reproduce, to prepare derivative works, to display, to perform, and to distribute the creations.

Your rights in the Creator NFT that you own

If you own a Creator NFT, you own the Creator NFT outright until you sell, transfer or otherwise pass ownership of your Creator NFT to another party.

You also hold a limited license to display the creation underlying the Creator NFT, or perform the creation in the case of audiovisual works. This license includes, but is not limited to, your right to display or perform the creation privately or publicly for the following purposes (i) promotion, sharing or publicizing of your purchase, ownership, or interest in the creation; or (ii) selling or promoting the sale of, trading, or transferring the Creator NFT associated with the creation.

This limited license and your rights granted pursuant to the license end immediately upon your sale, transfer, or other dispossession of the Creator NFT.

The rights that you do not get through the Creator NFT that you own

Unless such rights are expressly provided by the Creator, the ownership of a Creator NFT does not provide the following rights:

- You do not have the right to make commercial use of the creation underlying the Creator NFT including, for example, by selling copies of creation, selling access to the creation, developing and selling derivative works, including merchandise, that embody the creation, including it within other media that you sell or promote commercially, or otherwise commercially exploiting, or allowing others to exploit, the creation in any manner. Again, the ownership of the Creator NFT only relates to the NFT, and not the underlying creation.

- You do not have the right to (i) destroy, mutilate, or otherwise modify or depict the creation in a way that could have a negative effect on the Creator’s reputation; (ii) advertise or promote any third party product or service with the creation; (iii) use or display the creation in a manner that associates it with hate speech, racism, intolerance, violence, cruelty, or anything else that could put the creation or Creator in a negative light or infringe upon the rights of others; (iv) attempt to trademark, copyright, or otherwise acquire intellectual property rights in or to the creation; (v) tokenize or mint a cryptographic token representing the creation; or (vi) misrepresent the creator of the creation, including by claiming that you created it if you did not.

7. Ownership

If you earn, buy and otherwise receive Digital Assets on the Site, such Digital Assets are owned by you. Rally will record your ownership of these Digital Assets in your account for your benefit, and Rally will have no title or ownership rights over such Digital Assets. As the owner of the Digital Assets, you will bear all risk of loss with respect to the Digital Assets. Rally will have no liability for any change or fluctuation in the value of any Digital Assets.

You acknowledge and agree that you are solely responsible for deciding on the suitability, value, and appropriateness of Digital Asset ownership for yourself, and that Rally does not give advice or recommendations regarding purchasing Digital Assets. You agree and understand that you access and use the Site at your own risk, and that when you purchase any Digital Assets on the Site, such purchase is made of digital goods that you have made the decision to purchase on your own accord.

YOU ACKNOWLEDGE AND AGREE THAT ONCE PURCHASED, THERE ARE NO REFUNDS ON ANY DIGITAL ASSETS, INCLUDING CREATOR COIN AND CREATOR NFTS. ALL COMPLETED TRANSACTIONS ARE FINAL.

8. Prohibited Uses of the Site

You agree you will not (and will not cause or encourage any third party to) use the Site, products and services in any of the following ways:

- To create a false identity, create a false account or accounts, create multiple accounts, submit false or inaccurate information or impersonate any person or organization;

- To violate any law, regulation or court order or otherwise conduct any illegal activity;

- To infringe on or misappropriate the intellectual property, privacy, publicity, moral, or other legal rights of any third party;

- To disclose any sensitive, embarrassing, private or inappropriate information about yourself or any third party that should not be publicly disclosed;

- To engage in actions that are abusive, racist, sexist, discriminatory, harassing, harmful, threatening, hateful, derogatory, pornographic, indecent, profane, obscene, or otherwise objectionable, as determined in our sole discretion;

- To engage in actions that involve or support the exploitation or abuse of animals;

- To use any spambot, bot net or other bot, scraper or other automated means to access, collect data, damage, disrupt or interfere with uses of our Site or systems, or transmit any virus, worm, Trojan or other malware or spyware to or through the Site;

- To modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of any of the Site, or copy or obtain information from our site for competitive purposes; or

- For commercial purposes or to advertise third party products or services other than Rally’s products and services, unless specifically approved by us.

9. Creator Specific Terms

The following Section applies solely to Creators on this Site, and not to Users who are not Creators. All other sections of these Terms apply to all Users of this Site, including Creators.

Our Site provides you, our Creator, with tools to engage with, receive support from and reward your fans, including through creation of your own Creator Coin. You will have the opportunity to build your own digital economy and interact with and grow your community. We will need some information from you to get you set up and onboarded as a Creator and to maintain or improve your profile. Your profile will enable you to set up your own personalized information on our Site, including the branding of your Creator Coin. We may ask you for your name, your screen name, alias or preferred nickname, your contact information, including your email address and social media and social messaging handles, and your headshot, bio and description of your skills, specializations or profession to be used to create and maintain your profile, as well as other information that may be relevant to getting you set up. We may ask you for additional information from time to time to improve your profile, the Site or to help promote the Site or your involvement with Rally. All materials that you provide to us during the Creator onboarding and maintenance process are included in the definition of Creator Materials, defined further below in this Section. Please note that you will not be able to have your profile or Creator Coin featured on our Site until you have provided us with all requested materials. You agree that you will provide us with accurate, true, and complete information about yourself whenever you are prompted to provide us with information, and that you will update such information whenever it changes.

If you decide to launch NFTs on the Site (referred to herein as Creator NFTs), you represent and warrant the following:

- You are the original creator of the creation underlying the Creator NFT, and you are the exclusive holder of all legal right, title and interest in all intellectual property rights (including applicable copyright and trademark rights) in and ancillary to such creation and all elements of such creation, unencumbered by the rights of any third party.

- You have not misappropriated, used or copied the artwork, music, likeness or any copyrighted work of any third party in creating your creation.

- You have not and will not, and you will not solicit or cause any third party to, launch a Creator NFT or token that represents any creation for which you previously minted an exclusive NFT, or launch more than what has been promoted as a limited edition Creator NFT.

Your license grant to Rally

You agree that by participating on our Site as a Creator, you grant us a non-exclusive, worldwide, irrevocable, unlimited, sublicensable (through multiple tiers of sublicenses), perpetual, royalty-free, fully paid license to reproduce, copy, distribute, publicly display, publicly perform, edit, host, store and otherwise use your name, nickname, handle, logo, symbol, initials, likeness, image, photograph, animation, avatar, autograph, voice, statements or quotes, recorded video portrayal, live streams or related recordings, public persona, biographical information, back-story and related materials, and your creations underlying any Creator NFT that you launch on the Site (“Creator Materials”), and create derivative works thereof, in physical and/or digital embodiment of Creator Materials in any and all media and distribution channels, whether now known or hereafter invented, to be used for commercial, marketing, promotional and development purposes for our Site. The purposes for which your Creator Materials or derivative works thereof may be used may include creating a profile for you or featuring you as a Creator for other Rally products, applications and websites, and enabling our sublicensees to create products related to or integrated with Rally or other Rally products, applications and websites for commercial, marketing, promotional and development purposes. You agree that the Creator Materials are non-confidential, non-proprietary, and do not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed.

Your license grant to Rally Users, including owners of your NFT or Creator Coin

If you launch Creator NFTs on the Site, your launch of a Creator NFT on the Site constitutes your grant to any legal owner of your Creator NFT of a limited, worldwide, nonassignable, nonsublicensable, royalty-free license to publicly or privately display the assets or artwork, or in the case of any audiovisual work, to publicly or privately perform the audiovisual elements, underlying the Creator NFT.

If you launch your own Creator Coin on the Site, your launch of a Creator Coin on the Site constitutes your grant to any legal owner of your Creator Coin of a limited, worldwide, nonassignable, nonsublicensable, royalty-free license to publicly or privately display any assets or artwork underlying your Creator Coin.

Requirements if you are under 18 years old

If you are under 18 years old and interested in being a Creator, you may only sign up to be a Creator through your parent or legal guardian who represents and warrants that: (A) they are your parent or legal guardian and agrees to these Terms; (B) they are not barred or prohibited from creating a Rally account; and (C) they are responsible for complying with all applicable laws and regulations relating to your participation on our Site and agree to indemnify the Rally Parties if they breach any of these Terms.

As a Rally Creator, you represent and warrant the following:

- You own or possess all rights needed to grant the license and other rights that you’ve granted in these Terms;

- Your compliance with these Terms will not violate any agreement or terms that you have agreed to with any third party;

- Your Creator Materials and Submissions, including the name that you select for your Creator Coin symbol and the picture you submit to use in the digital representation of your coin, do not infringe, misappropriate, or otherwise make unauthorized use of any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any applicable law, regulation, or court order;

- Your Creator Materials are not confidential or proprietary, and they do not include any information that you do not have the right to disclose or that you do not wish to be disclosed;

- You are not a convicted sex offender; and

- You have not been previously prohibited from accessing our Site or banned from participating in or opening an account on our Site.

10. Content

Content on the Site

The Site contains copyrighted material, trademarks and other proprietary information, including videos, comments, articles, information, catalogs, brochures, data, text, software, photos, and graphics (“Content”). This Content is subject to copyrights owned by Rally, its affiliates, and/or its licensors, and is protected by United States and international intellectual property laws. You may not either directly or through the use of any device, software, internet site, web-based service, or other means, modify, publish, transmit, stream, upload, display, participate in the transfer or sale, create derivative works, or in any way exploit the Content of the Site or any portion of such Content except as expressly provided herein. You may not use any data mining, robots, or similar data gathering and extraction tools on the Content, frame any portion of the Site or Content, or reproduce, reprint, copy, store, publicly display, broadcast, stream, transmit, modify, translate, port, publish, sublicense, assign, transfer, sell, loan, or otherwise distribute the Content without our prior written consent. You may not circumvent any mechanisms included in the Content for preventing the unauthorized reproduction or distribution of the Content. You may not introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or damage, disable, overburden, impair, or gain unauthorized access to the Site, including Rally’s servers, computer network, or user accounts. Any use of the Content not expressly permitted by these Terms is a breach of these Terms and may violate U.S. or international copyright, trademark, and/or other laws

Your submissions to the Site

You may have the opportunity to, and you may choose to, interact with our Site through submissions of chats, materials and posts to our Site or through third-party social media platforms and sites. You may also have comments, suggestions or other feedback about our Site, products and services that you may provide. This content is collectively referred to in these Terms as “Submissions”. In making any Submission, you hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, worldwide, sublicensable, perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented, to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, create derivative works of, and otherwise use the Submissions for any and all commercial, promotional, marketing, promotional and development purposes. You waive all moral rights that you may have in your Submissions. You understand that we have no obligation to use, publicize, distribute or take any actions with respect to your Submission, and that if we do use your Submission, that we do so in our sole discretion and may remove, or refuse to remove, any Submission at our sole discretion. Any Submission that you provide to us is at your own risk and in full acknowledgement of these Terms. In granting us this license, you represent and warrant that you possess all rights necessary to grant us the license rights described above.

11. Third Party Websites and Services

Third party services on the Site

Certain third party services may be required for you to transact on our Site and to use our products and services. These third party service providers may include: third party payment processors and payment services providers, compliance service providers, custodial service providers, wallet operators, authentication service providers, application developers and others. You represent that you are legally competent and able to agree to the terms and conditions of such third party service providers as such terms and conditions may be updated and amended from time to time.

Third party linked sites

The Site may also contain links to third-party websites and services, including social media (collectively, “Linked Sites”). Linked Sites are not under our control, and we take no responsibility for any information or materials on, or any communications or transmissions received from, any Linked Site. By including a link on our Site to the Linked Site, we are not endorsing the Linked Site. We provide links to Linked Sites for your convenience only, and your access Linked Sites is done at your own risk.

12. Privacy

Please review our Privacy Policy, which describes how we collect information on the Site and how we use, process and share it. Without limiting the terms of our Privacy Policy, you agree by using our Site that we do not and cannot guarantee that your use of the Site and the information provided by you or to you through the Site will be private or secure. You are responsible for using the precautions and security measures best suited for your situation and intended use of the Site. We reserve the right at all times to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request.

13. Disclaimers Of Warranties & Limitations Of Liability

UNLESS EXPRESSLY PROVIDED OTHERWISE, OUR SITE AND ANY ASSOCIATED PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. We specifically disclaim all warranties and conditions of any kind, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use and all warranties implied from any course of dealing or usage of trade. We do not warrant that (a) the Site will meet your requirements, (b) operation of the Site will be uninterrupted or virus- or error-free or (c) errors will be corrected. Any oral or written advice provided by us or our authorized agents does not and will not create any warranty. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WHICH MEANS THAT SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

In addition, you acknowledge and agree that the Rally Network is governed by the decentralized Rally Community, and that certain vendors, agencies, advisors and partners are engaged in providing services to or on behalf of the Rally Community (together with the Rally Community, “Rally Community Parties”). You acknowledge and agree that the Rally Community Parties are not affiliated with us or our Site, products and services, and accordingly, the Rally Community Parties owe no duty or obligation to you, and your use of our Site, products and services gives you no rights whatsoever with respect to the Rally Community Parties.

YOU AGREE THAT IN NO EVENT WILL WE OR THE RALLY COMMUNITY PARTIES BE LIABLE (Y) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER ARISING IN ANY WAY IN CONNECTION WITH THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR (Z) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OUR SITE, PRODUCTS AND SERVICES.

The disclaimer of liability detailed above will not apply to the extent prohibited by applicable law in the jurisdiction of your place of residence. You acknowledge and agree that the above limitations of liability together with the other provisions in these Terms that limit liability are essential terms and that we would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.

14. Indemnification

You agree to indemnify and defend us and our affiliates and our respective directors, officers, agents, employees, principals, successors, assigns, subsidiaries or affiliates (collectively, “Rally Parties”) from and against all losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees brought against us by any third-party arising from your violation of these Terms, the rights of a third-party or applicable law. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. In any event, no settlement that affects our rights or obligations may be made without our prior written approval.

15. Assumption of Risk

By using this Site and transacting with Digital Assets, you acknowledge and accept the following risks:

- Digital Assets on the Site are not intended to be purchased for speculative purposes, but for purposes of enjoyment, entertainment and expressions of fandom, among other reasons. You acknowledge and accept that Digital Assets may fluctuate in price, and their value and price can be extremely volatile. We cannot guarantee that any Digital Assets will retain the value that it was purchased for.

- Using an Internet based Digital Asset may come with certain risks, including but not limited to the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your Digital Assets. You accept and acknowledge that Rally is not responsible for any disruptions, errors, distortions or delays you may experience in relation to use of Digital Assets on the Site.

- There is continued uncertainty around, and new developments arising in, regulations governing cryptocurrencies, blockchain technologies, and digital assets like the Digital Assets available on the Site, and new regulations or policies may materially adversely affect the Site or the nature of the Digital Assets that you hold or transact with.

- There are risks associated with purchasing content that is launched by Creators, including but not limited to, the risk of purchasing assets that infringe the rights of other parties, knockoffs and counterfeits, mislabeled assets, and assets that may become untransferable for a variety of reasons. Rally reserves the right to takedown and otherwise not display Digital Assets affected by any of these or other issues. Under no circumstances will your inability to view or transfer your Digital Assets serve as grounds for a claim against Rally.

16. Governing Law

These Terms are governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to the principles of conflicts of laws of Delaware or any other state, and are binding upon the parties hereto in the United States and worldwide. You and we agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms.

17. Dispute Resolution

YOU AND WE AGREE THAT ALL CLAIMS WILL BE RESOLVED BY BINDING ARBITRATION IN THE MANNER SPECIFIED IN THIS SECTION AND THAT YOU AND WE WAIVE ANY RIGHT TO BRING SUCH CLAIMS BEFORE ANY COURT OF LAW.

YOU AND WE FURTHER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.

With the exception of disputes that qualify for small claims court and disputes involving Rally’s intellectual property, you and Rally agree that if there is any dispute between you and the Rally Parties arising from or relating to these Terms and their interpretation or the breach, termination or validity thereof, the relationships which result from these Terms, including disputes about the validity, scope or enforceability of this agreement to arbitration (collectively, “Covered Disputes”), both parties shall first attempt in good faith to settle any Covered Dispute by providing written notice to the other party describing the facts and circumstances of the Covered Dispute and allowing the receiving party 30 days in which to respond to or settle the Covered Dispute. Both you and Rally agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party.

We will provide such notice by mail or e-mail using the contact information on file with us and you must provide such notice by mail to Rally Network, Inc., Attn: Legal Department, P.O. Box 191373, San Francisco, CA 94119.

If any Covered Dispute cannot be resolved by the above dispute resolution procedure, such Covered Dispute will be settled by binding arbitration in the U.S. State of California administered by the American Arbitration Association (AAA) in accordance with its International Arbitration Rules in effect on the date thereof.

Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. If, however, you are able to demonstrate that the costs of arbitration will be cost-prohibitive for you as compared to the costs of litigation, we will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse us for all fees associated with the arbitration that we paid on your behalf, which you otherwise would be obligated to pay under the AAA's rules.

A single arbitrator will be selected in accordance with the AAA Commercial Arbitration Rules. The arbitration shall be conducted in the English language. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity and any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives. The arbitrator will apply applicable law and the provisions of these Terms and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. The arbitrator’s decision must be with written explanation and remain confidential.

We and you agree that any Covered Dispute will be submitted to arbitration on an individual basis only. Neither we nor you are entitled to arbitrate any Covered Dispute as a class or representative action and the arbitrator will have no authority to proceed on a class or representative basis.

If any provision of the agreement to arbitrate in this Section is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). Regardless of any statute or law to the contrary, notice on any claim arising from or related to these Terms must be made within one (1) year after such claim arose or be forever barred. For purposes of this Section, these Terms and related transactions will be subject to and governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA).

By agreeing to these Terms, you explicitly agree that any claims or actions that you may otherwise have against us under the laws of any jurisdiction outside the United States are hereby waived, including without limitation, any claims or actions under the laws of your own country, and that your sole location and applicable law for any dispute is in the United States according to the terms of this Section.

18. Termination

Termination of access and account

These Terms automatically terminate, and your rights to use our Site, products and services also terminate, if you fail to comply with any aspect of our Terms. In addition, we may terminate, suspend or modify your account or your access to the Site, with or without notice to you, at any time for any reason. If you wish to terminate your participation on our Site, please provide us with written notice of your desire to terminate via email to support@rally.io.

Balances following termination

If your account is terminated with balances still associated with your account, you can reach out to us via email to support@rally.io for more information on how to retrieve such balances. If balances are associated with your account, and Rally is unable to contact you or has no record of your use of the Site for an extended period of time, Rally may be required by law to report such balances as unclaimed property. If we are unable to contact you through your contact information that we have on record to deliver such balances, we may be legally required to deliver such balances to the applicable jurisdiction as unclaimed property.

Reservation of our rights

Termination of these Terms or your account will not limit any of our other rights or remedies. Those provisions that by their nature are intended to survive termination or expiration of these Terms shall so survive.

19. Jurisdictional Issues; Taxes

Jurisdiction

You are responsible for compliance with all applicable laws. We reserve the right to limit the availability of the Site to any person or geographic area at any time. Any software offered on or through the Site may be subject to United States export controls. No software may be downloaded or otherwise exported or re-exported: (i) into any U.S. embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. You represent and warrant that: (x) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (y) you are not listed on any U.S. Government list of prohibited or restricted parties.

Tax Obligations

You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with use of the Site by any taxing authority. You acknowledge and agree that you are solely responsible for self reporting all income received to the appropriate tax authorities, and determining what taxes may apply to your transactions on the Site in relation to Digital Assets that you may purchase, receive, earn, sell, trade or otherwise acquire or dispose of, including Creator Coin and Creator NFTs. Rally and its third party service providers are not responsible in any way for determining taxes that may apply to you or to your transactions on the Site.

20. Notice To California Residents

If you are a California resident under age 18 and are a registered user of the Site, then you may request that we remove any of your Submissions you publicly posted on or in the Site. To request removal, please send an email with a detailed description of the specific video or Submission to privacy@rally.io. We reserve the right to request that you provide information that will enable us to confirm that the video or Submission that you want removed was created and posted by you.

We will make a good faith effort to delete or remove your video or Submission from public view as soon as reasonably practicable. Please note, however, that your request that we delete your video or Submission does not ensure complete or comprehensive removal of your video or Submission. Your video or Submission may remain on backup media, cached or otherwise retained by us for administrative or legal purposes or your video or Submission may remain publicly available if you or someone else has forwarded or re-posted your video or Submission on another website or service prior to its deletion. We may be required by law to not remove or allow removal of your video or Submission.

With respect to any electronic commercial service (as defined under California Civil Code Section 1789.3) offered on or through the Site, California residents are entitled to the following specific consumer rights information: the provider of the Site is Rally Network, Inc., P.O. Box 191373, San Francisco, CA 94119, phone: 833-825-4277.

To file a complaint regarding the website or to receive further information regarding use of the website, send a letter to the attention of “Legal Department” at the above address or contact us via e-mail at privacy@rally.io (with “California Resident Request” as the Subject Line). You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at 916.445.1254 or 800.952.5210.

BY USING THE SITE, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

21. Claims Of Copyright Infringement

DMCA takedown claim process

We respond to notices of alleged infringement as required by the U.S. Digital Millennium Copyright Act (“DMCA”), including by removing or disabling access to material claimed to be the subject of infringing activity.

If you have a good faith belief that your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights otherwise have been violated on or through the Site, please prepare a notice with the following information:

- your address, telephone number, and email address;

- a description of the work that you claim is being infringed;

- a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;

- a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”;

- an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and

- a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Please send your claim or notice of infringement to our DMCA agent at: Rally Network, Inc., Attn: DMCA Agent, P.O. Box 191373, San Francisco, CA 94119.

Counter-notification on DMCA takedown

We may give notice to users that content has been removed or disabled by means of a general notice on any of our websites, electronic mail to a user’s e-mail address in our records, or written communication sent by first-class mail to a user’s physical address in our records. If you receive such a notice or believe that a general notice applies to you, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:

- Your physical or electronic signature;

- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;

- A statement from you, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

- Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a federal district court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Please do not send any other correspondence or inquiries to our DMCA agent. Our DMCA agent will only respond to notices and inquiries that comply with the requirements of the DMCA. Please see http://www.copyright.gov/ for more information.

22. Miscellaneous

Entire Agreement

These Terms, together with our Privacy Statement and any Additional Rules, contain the entire understanding by and between us and you with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.

Assignment

These Terms (i) inure to the benefit of and will be binding upon us and you and your successors and assigns, respectively, and (ii) may be assigned by us, but you may not assign them without the prior express written consent of us.

Enforceability

If any provision of these Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been inserted herein.

No Waiver

If we or you fail to perform any term hereof and the other party does not enforce such term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion.

No Agency

Nothing contained in these Terms will be deemed to constitute us or you as the agent or representative of the other or as joint venturers or partners.

Force Majeure

If we or you are prevented from performing or unable to perform any obligation under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party`s performance will be extended for the period of delay or inability to perform due to such occurrence.

Headings

The headings and captions contained herein are for convenience only.

English Language Controls

These Terms and all related documentation will be drafted in English. While certain text in these Terms may be made available in languages other than English (whether translated by a person or solely by computer software), the English language version controls.