Terms of Service

Please read these Rally Terms of Service (the “Terms”) and our Privacy Notice (“Privacy Notice”) carefully because they govern your use of the website located at rally.fun (the “Site”) and the social media campaign and promotion services accessible via the Site offered by Rally Foundation (“Rally”). To make these Terms easier to read, the Site, our services are collectively called the “Services.”

NOTICE ON PROHIBITED USE – RESTRICTED PERSONS: THE SERVICES ARE NOT OFFERED TO AND MAY NOT BE USED BY: PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY, AS DEFINED BELOW (EACH SUCH PERSON OR ENTITY FROM A RESTRICTED TERRITORY, A “RESTRICTED PERSON”). THEREFORE, IF YOU ARE A RESTRICTED PERSON, DO NOT ATTEMPT TO USE THE SERVICES. USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) OR ANY OTHER SIMILAR MEANS INTENDED TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS PROHIBITED.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEN YOU AND RALLY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION.  HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 16 WILL NOT APPLY TOE YOU BUT THE PROVISIONS OF SECTION 15 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.

1. Agreement to Terms.‍

By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing or using the Service on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will also refer to that entity. Notwithstanding the foregoing, the laws of some jurisdictions may limit or not permit certain provisions of this agreement, such as indemnification, the exclusion of certain warranties or the limitation of liability. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in these terms will prejudice such rights that you may have as a consumer of the Service under such applicable law.

2. Privacy Notice.

Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use and share your information.

3. Changes to these Terms or the Services.

We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

WE FURTHER RESERVE THE RIGHT TO DISCONTINUE, REDUCE, OR MODIFY THE REWARD PROGRAM OR THE REWARDS AT ANY TIME AND WITH LIMITED OR NO ADVANCED NOTICE.

4. Who May Use the Services?

A) You may use the Services only if you are 18 years or older and capable of forming a binding contract with Rally, and not otherwise barred from using the Services under applicable law.

B) By using our Services, you represent and warrant to Rally the following: (i) you are not a resident, national, or agent of the United States of America, Cuba, Iran, North Korea, Syria, Belarus, Russia, and the Crimea, Luhansk, Donetsk, Zaporizhzhia, and Kherson regions of Ukraine, or any other country or jurisdiction to which the United States embargoes goods or imposes similar sanctions (collectively, “Restricted Territories”); (ii) you are not a member of any sanctions list or equivalent established by the United States, the United Nations Security Council, or the European Union (collectively, “Restricted Persons”) and you do not intend to transact with any Restricted Person; and (iii) you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services. In order to protect the integrity of the Services, we reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers.

5. About the Services.

A) General. The Services provide access to the Rally platform, which leverages GenLayer smart contracts on certain approved blockchain platforms, including without limitation, Base, Solana, and ZKsync Era (collectively, the “Blockchain Platforms”), to create automated, rewards-based campaigns on social media platforms, including without limitation, X (Twitter). The approval of Blockchain Platforms does not constitute Rally’s endorsement of such Blockchain Platform, and Rally may add or revoke approval of any Blockchain Platform in its sole discretion. Users can create campaigns on the Rally platform (each, a “Campaign”), participate in Campaigns through the Services, and earn rewards through such participation in Campaigns. Further, the Services power the artificial intelligence-driven logic behind tweet scoring and impact analysis to help assess content quality and gather real-time engagement metrics with respect to the missions and submissions for the Campaigns. You acknowledge and agree that any decision (including rewards calculated) that is made through or based on the scoring system is final. The Services may use features that rely on automated processes and algorithms including artificial intelligence models (or similar). While we take steps to control and improve quality and helpfulness of these features, they may not meet your requirements or may be inaccurate or otherwise unsuitable for your specific use case. These features are subject to the disclaimers set forth in Section 11 “Warranty Disclaimers.”

B) Linking Your Digital Wallet. You may participate in the Services by linking your digital wallet(s) on supported bridge extensions, which allows you to claim your rewards and engage in transactions using supported digital assets.  Before claiming your rewards, we will ask you to download a supported electronic wallet extension and connect and unlock your digital wallets with that extension. Once you submit an order to claim your rewards, your order is passed on to the applicable extension, which completes the transaction on your behalf.

C) Linking Your Social Media Account. You may participate in the Services by linking your social media account to the Services, including but not limited to, your X (Twitter) account, which allows you to participate in the campaigns and earn rewards on the Rally platform (each social media platform, a “Social Media Platform”). When you link your social media account to the Services, your digital wallet may also be linked to your social media account solely with respect to the Services. Your use of the Services is also governed by any applicable agreements you have with any Social Media Platform (each, a “Social Media Platform Agreement”). In the event of a conflict between any Social Media Platform Agreement and these Terms with respect to your use of the Services, these Terms will take priority.

D) Promotions; Referrals.

     i) The Services may include certain promotions. More information about the promotions and associated rewards and benefits, including eligibility, how to enter, and any official rules, will be posted on the Site.

     ii) You may choose to participate in Rally’s referral program by providing a Rally-provided referral link to prospective users of the Site (each, a “Referral Link”). Each user who joins the Site for the first time through the Referral Link is a “Referred User.” Rally may reject to provide any portion of the Referral Reward in situations where a Referred User: (i) Rally reasonably suspects is an existing user, (ii) is an affiliate, service provider, or agent of Rally (each, a “Rejected Referral”). If a Referred User is not a Rejected Referral, they will be deemed an “Eligible Referral.” For a period designated within the Site (the “Reward Period”), referring users can receive a certain number of Rally tokens as communicated to you by Rally (“Referral Reward”). Rally may modify or discontinue the Reward Period at any time in its sole discretion.

E) Rewards. You may earn certain rewards through your participation in campaigns, as further described below. These rewards may be in the form of tokens on the applicable Blockchain Platform that the Campaign Owner (as defined below) funds and may also include Rally tokens and other benefits associated with Rally’s governance. To receive any token rewards, you must first claim your rewards as set forth in the Services. The number of rewards you are eligible to receive may differ between Campaigns.  Rally reserves the right to withhold, deny or cancel any bonuses and/or rewards in its sole discretion, if it deems your redemption of any bonuses and/or rewards is results in a violation of these Terms including if such activity is abusive, unethical, suspicious or otherwise inconsistent with any terms and conditions that accompany any offer, or any other applicable law or regulation. Rally decisions are final.

F) Beta Services. From time to time, we may offer a beta version of all or part of our Services (a “Beta”) to certain users. As the name implies, Betas are not commercial launch versions, are not guaranteed to work properly, and may make other parts of your system not work properly as well. If we grant you permission to use the Beta, you acknowledge and agree to the following terms in addition to the rest of this Terms: (i) we may automatically delete or modify the information stored on your computer related to the Beta for any reason at any time during the duration of the Beta; (ii) we may terminate the Beta at any time, which would then render your Beta unable to be accessed or function properly; and (iii) if and when we release a commercial launch version of the Services, your continued use of the Services will no longer be subject to this Section 5(f), but will still be subject to the rest of these Terms; and (iv) you may be able to claim your rewards that you earned during the Beta once the applicable commercial launch version of the Services is launched.

G) Terms Applicable to Campaign Owners and Campaign Participator. If you are using the Services to create a Campaign, you are a “Campaign Owner,” and if you are using the Services to participate in a Campaign, you are a “Campaign Participator.” If you are either a Campaign Owner or a Campaign Participator, you agree to the following additional terms:

     i) Campaign Owner Terms.

          1) If you are a Campaign Owner, you can launch your campaign for certain products and services and define the scope of your campaign and missions within the campaign through the Services. Further, once you define your category and missions for your Campaign, you will fund the Campaign rewards pool with tokens on the applicable Blockchain Platform, and the intelligent contract will manage the collection of submissions from Campaign Participators and the distribution of rewards periodically.

          2) By launching your Campaign on the Services, you agree to fulfill rewards that are earned by the Campaign Participators by completing the missions in connection with your Campaign, provided that the determination of whether rewards have been earned will be  determined by the GenLayer smart contracts and third party smart contracts on the applicable Blockchain Platform.

          3) The use of the products and services in connection with your Campaign is subject to terms agreed upon directly between you as the Campaign Owner and the Campaign Participators (the “Campaign Terms”). By launching your Campaign on the Services, you will separately agree with the Campaign Participators on the Campaign Terms, which will include terms regarding the use of the products and services in connection with your Campaign and will obligate the Campaign Participators to comply with all applicable laws, rules, or regulations including without limitation, the FTC Endorsement and Testimonial Guides, available at: https://www.federalregister.gov/documents/2023/07/26/2023-14795/guides-concerning-the-use-of-endorsements-and-testimonials-in-advertising  and Rally’s Content Policy set forth below, as applied to the Campaign Owners and their products and services. Unless Rally is a Campaign Owner as displayed through the Services, you acknowledge and agree that Rally is not a party to any such Campaign Terms, which are solely between the Campaign Owner and the Campaign Participator, and is not responsible for ensuring compliance with such Campaign Terms or mediating or resolving any disputes with respect to the Campaign Terms. The Campaign Owner and the Campaign Participator are entirely responsible for communicating, agreeing to, and enforcing the Campaign Terms.

     ii) Campaign Participator Terms.

          1) If you are a Campaign Participator, you may complete missions that are set forth in the applicable Campaign on the Services, which may include, without limitation, using specific hashtags, posting social media content in a particular style, or obtaining certain engagement goals for the social media content. Any participation in the Campaigns is subject to the applicable Campaign Terms between you and the Campaign Owner. Unless Rally is a Campaign Owner as displayed through the Services, you acknowledge and agree that Rally is not a party to any such Campaign Terms, which are solely between the Campaign Owner and the Campaign Participator, and is not responsible for ensuring compliance with such Campaign Terms or mediating or resolving any disputes with respect to the Campaign Terms. The Campaign Owner and the Campaign Participator are entirely responsible for communicating, agreeing to, and enforcing the Campaign Terms.

          2) In addition, you as the Campaign Participator represent and warrant to Rally that your submissions and social media content that you make and post are honest, personally made by you based on your own, personal experience, and do not infringe or violate any applicable third party rights, rules, laws, or regulations. Rally has no control over such submissions and social media content. Please note that Rally does not endorse any such submissions and social media content, nor can Rally verify the accuracy or authenticity of any of the submissions and social media content.

          3) If you are a Campaign Participator, you agree to comply with all applicable laws, rules, or regulations including without limitation, the FTC Endorsement and Testimonial Guides, available at: https://www.federalregister.gov/documents/2023/07/26/2023-14795/guides-concerning-the-use-of-endorsements-and-testimonials-in-advertising and Rally’s Content Policy set forth below, as applied to the Campaign Owners and their products and services.

H) No Endorsement. We do not endorse any users of our Services, nor do we endorse any Campaigns available through or on our Services or any products or services described in the Campaigns (unless Rally is a Campaign Owner as displayed through the Services). In addition, although these Terms require our users to provide accurate information, we do not confirm or attempt to confirm any user's purported identity or any other information or materials that any such user may make available through our Services as content. You are solely responsible for determining the identity and suitability of others who you contact via the Services, and assessing the quality of any products or services described in Campaigns or the veracity of any content in connection with the Campaigns. We will not be responsible for any damage or harm (including any personal injury or property damage) resulting from your interactions with other users. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against the particular person, entity, or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from Rally with respect to such actions or omissions.

I) Transactions Are Conducted on the Blockchain. Rally does not buy, sell, or take custody or possession of any digital asset rewards on behalf of any user, nor does it act as an agent or custodian for any user of the Services. If you elect to claim any of your rewards, any transactions that you engage in will be conducted solely through the blockchain network governing the digital asset rewards. You will be required to receive your rewards exclusively through the digital wallet that you have connected to the Services. We will have no insight into or control over these transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions to claim rewards that you engage in via the Services.

J) Fees. Transactions facilitated by the Services may be subject to fees that Rally collects to support the Services (which may be a percentage of your rewards), as posted on the Site, or otherwise set forth in these Terms, and you agree to pay such fees. In addition, you agree to pay any applicable fees, including Gas Fees, hosting fees, and other fees in connection with transactions on the Site. “Gas Fees” mean the fees that fund the network of computers that run the decentralized blockchain network, meaning that you will need to pay a Gas Fee for each transaction that occurs via the blockchain network. If you are a Campaign Participator, you authorize Rally to automatically charge you for any fees due to Rally under these Terms or deduct such fees directly from your amounts paid to you for the fulfillment of the rewards you earned.

K) Taxes. You are solely responsible for all costs incurred by you in using the Services, and for determining, collecting, reporting, and paying all applicable Taxes that you may be required by law to collect and remit to any governmental or regulatory agencies.  As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other charges imposed by any federal, state, multinational or local governmental or regulatory authority.  You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Services. We reserve the right to report any activity occurring using the Services to relevant tax authorities as required under applicable law.

L) Suspension or Termination.  We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we, in our sole and reasonable discretion, determine you are violating these Terms or the terms of any third-party service provider.  Such suspension or termination shall not constitute a breach of these Terms by Rally. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, Rally may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include, where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.

6. Your Content.

A) Posting Content. Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything that you post or otherwise make available through the Services is referred to as “User Content.” If you are a Campaign Owner, then the information in the Campaigns that you provide that is made available to users on the Services are the User Content. Rally does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

B) Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Rally a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services.

C) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Rally on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

D) Removal of User Content. You can remove your User Content by specifically deleting it from the Site. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services as well as on the Blockchain Platforms. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

E) Rally’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.

7. General Prohibitions and Rally’s Enforcement Rights.

You agree not to do any of the following:

A) Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

B) Use, display, mirror or frame the Services or any individual element within the Services, Rally’s name, any Rally trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Rally’s express written consent;

C) Access, tamper with, or use non-public areas of the Services, Rally’s computer systems, or the technical delivery systems of Rally’s providers;

D) Attempt to probe, scan or test the vulnerability of any Rally system or network or breach any security or authentication measures;

E) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Rally or any of Rally’s providers or any other third party (including another user) to protect the Services;

F) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Rally or other generally available third-party web browsers;

G) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

H) Use any meta tags or other hidden text or metadata utilizing a Rally trademark, logo URL or product name without Rally’s express written consent;

I) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

J) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;

K) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

L) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

M) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

N) Impersonate or misrepresent your affiliation with any person or entity;

O) Engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity (including but not limited to money laundering, terrorist financing, or deliberately engaging in activities designed to adversely affect the performance of the Services);

P) Engage in wash trading or other deceptive or manipulative trading activities;

Q) Use the Services to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that are redeemable for financial instruments, assets that give owners the rights to participate in an ICO or any securities offering, or assets that entitle owners to financial rewards, including but not limited to, DeFi (or decentralized finance) yield bonuses, staking bonuses, and burn discounts;

R) Fabricate in any way any transaction or process related thereto;

S) Disguise or interfere in any way with the IP address of the computer you are using to access or use the Services, or that otherwise prevents us from correctly identifying the IP address and geographic location of the computer you are using to access the Services;

T) Transmit, exchange, or otherwise support the direct or indirect proceeds of criminal or fraudulent activity;

U) Violate any applicable law or regulation; or

V) Encourage or enable any other individual to do any of the foregoing.

Rally is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

8. DMCA/Copyright Policy.

Rally respects copyright law and expects its users to do the same. It is Rally’s policy to terminate in appropriate circumstances individuals who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Rally’s Copyright and IP Policy, for further information.

9. Links to Third Party Websites or Resources.

The Services  may allow you to access third-party websites or other resources, including the GenLayer protocol underlying the Services. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

10. Termination.‍

We may suspend or terminate your access to and use of the Services at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation, or cancellation of the Services, the following Sections will survive: 5(h), 5(i), 5(j), 5(k), 6, 11, 12, 13, 14, 15, 16, 17, and this sentence of Section 10.

11. Warranty Disclaimers.

A) THE SERVICES, THE RALLY TOKENS, ANY CONTENT CONTAINED THEREIN, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. RALLY (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES (INCLUDING ANY MATERIAL, INFORMATION, OR CONTENT THEREIN): (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (III) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS: OR (IV) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. RALLY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE SERVICES, ANY MATERIAL, INFORMATION, OR CONTENT CONTAINED THEREIN. WE FURTHER EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THE CAMPAIGNS OR THIRD PARTY SERVICES. NOTHING HEREIN NOR ANY USE OF OUR SERVICES IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION, OR ANY OTHER AFFILIATION OF OR WITH ANY CAMPAIGNS OR THIRD PARTY SERVICES.

B) THE SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SERVICES AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF THE SERVICES CAUSED BY SUCH FACTORS.  WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.

C) RALLY WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) BLOCKCHAIN NETWORKS, DIGITAL WALLETS, OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO SERVICES; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.

D) ALTHOUGH CERTAIN REGULATORY AND GOVERNMENTAL AUTHORITIES IN THE UNITED STATES, THE CAYMAN ISLANDS AND OTHER JURISDICTIONS MAY DEEM CERTAIN TRANSACTIONS IN THE RALLY TOKENS TO BE SECURITIES TRANSACTIONS UNDER THEIR RESPECTIVE EXISTING LAWS AND REGULATIONS, IN THE VIEW OF RALLY AND TO ITS KNOWLEDGE, THE RALLY TOKENS DO NOT CONSTITUTE, OR FORM PART OF, A “SECURITY” OR “INVESTMENT CONTRACT” AS THESE TERMS (OR SUCH SIMILAR TERMS) ARE DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF THE U.S. STATES OR THE SECURITIES LAWS AND REGULATIONS OF APPLICABLE JURISDICTIONS.

E) To the extent the Site enables you to interact with a certain blockchain protocol (the “Protocol”), you understand that your use of the Protocol is entirely at your own risk. The Protocol is available on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and non-infringement. You assume all risks associated with using the Protocol, and digital assets and decentralized systems generally, including but not limited to, that digital assets are highly volatile; you may not have ready access to assets; and you may lose some or all of your tokens or other assets. Rally does not guarantee the value of the rewards (including the Rally tokens) that you receive through the Services. You agree that you will have no recourse against Rally for any losses due to your use of the Protocol. For example, these losses may arise from or relate to: (i) lost funds; (ii) server failure or data loss; (iii) corrupted digital wallet files; (iv) unauthorized access; (v) errors, mistakes, or inaccuracies; or (vi) third-party activities.

F) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.

12. Assumption of Risk.

You accept, acknowledge, and assume the following risks:

A) You are solely responsible for determining what, if any, Taxes and Gas Fees apply to your transactions through the Services. Neither Rally nor any Rally affiliates are responsible for determining the Taxes that apply to such transactions.

B) Our Services do not store, send, or receive digital assets. Any transfer of digital assets occurs within the supporting blockchain and not on the Services. Transactions in digital assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in digital assets shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.

C) The regulatory regime governing blockchain technologies, digital assets, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services.

D) There are risks associated with using Internet based digital assets, including but not limited to, the risk of hardware, software, and Internet connection and service issues, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital wallet. Rally will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when effecting transactions involving supported digital assets, however caused, including Gas Fees paid or payable in connection therewith.

E) A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of any digital assets.

F) The Services may rely on third-party platforms to perform transactions with respect to any digital assets. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Services will suffer.

G) By accessing and using the Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of digital assets. Such systems may have vulnerabilities or other failures, or experience other abnormal behavior. Rally is not responsible for any issues with the blockchains, including forks, technical node issues, or any other issues that may result in fund losses. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to or from the Services. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing the Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using and interacting with the Services.

13. Indemnity.‍

You will indemnify and hold Rally and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms. You may not settle or otherwise compromise any claim subject to this Section without Rally’s prior written approval.

14. Limitation of Liability.

A) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER RALLY NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RALLY OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

B) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RALLY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO RALLY FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO RALLY, AS APPLICABLE.

C) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RALLY AND YOU.

15. Governing Law and Forum Choice.

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the Cayman Islands, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 16 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Rally are not required to arbitrate will be the state and federal courts located in the Cayman Islands and you and Rally each waive any objection to jurisdiction and venue in such courts.

16. Dispute Resolution.

A) Informal Dispute Resolution.  You and Rally must first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services (collectively, “Disputes”) informally. Accordingly, neither you nor Rally may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing.  As part of this informal resolution process, you must deliver written notices via hand or first-class mail to us at Rally, 3119 9 Forum Lane, Camana Bay, P.O. Box 144, Grand Cayman KY1-9006, Cayman Islands. Notwithstanding the foregoing, we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights at any time.

B) Mandatory Arbitration of Disputes. We each agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Rally agree that Cayman Islands law governs the interpretation and enforcement of these Terms, and that you and Rally. This arbitration provision shall survive termination of these Terms.  

C) Exceptions. As limited exceptions to Section 16(b) above: (i) we both may seek to resolve a Dispute in the Summary Court of the Cayman Islands if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

D) Conducting Arbitration and Arbitration Rules. Any Disputes arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by binding arbitration to be administered by the Cayman International Mediation and Arbitration Centre (CI-MAC) in accordance with the CI-MAC Arbitration Rules (the “Arbitration Rules”) in force as at the date of these Terms, which Arbitration Rules are deemed to be incorporated by reference to these Terms. The arbitration shall be conducted in the English language and the place of arbitration shall be in George Town, Grand Cayman, Cayman Islands. The arbitration shall be determined by a sole arbitrator to be appointed in accordance with the Arbitration Rules.  The decision of the sole arbitrator to any such dispute, controversy, difference or claim shall be in writing and shall be final and binding upon both parties without any right of appeal, and judgment upon any award thus obtained may be entered in or enforced by any court having jurisdiction thereof. No action at law or in equity based upon any claim arising out of or in relation to these Terms shall be instituted in any court of any jurisdiction. If any litigation or arbitration is necessary to enforce the terms of these Terms, the prevailing party will be entitled to have their attorney fees paid by the other party. Each party waives any right it may have to assert the doctrine of forum non conveniens, to assert that it is not subject to the jurisdiction of such arbitration or courts or to object to venue to the extent any proceeding is brought in accordance herewith.

E) Arbitration Costs. Responsibility of payment of all filing, administration and arbitrator fees will be governed by the Arbitration Rules. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

F) Injunctive and Declaratory Relief. Except as provided in Section 16(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration..

G) Class Action Waiver.

‍YOU AND RALLY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

H) Severability. With the exception of any of the provisions in Section 16(g) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

17. General Terms.

A) Reservation of Rights. Rally and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

B) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Rally and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Rally and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Rally’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Rally may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

C) Notices. Any notices or other communications provided by Rally under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

D) Waiver of Rights. Rally’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Rally. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

18. Contact Information.‍

If you have any questions about these Terms or the Services, please contact Rally at info @rally.fun.

‍

Addendun

Content Policy

Rally Foundation (“Rally”) believes in full transparency and in full, fair, and effective disclosures of material facts relating to your relationship with Rally. Accordingly, Rally requires that you adhere to the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising (“FTC Guides”), available at https://www.federalregister.gov/documents/2023/07/26/2023-14795/guides-concerning-the-use-of-endorsements-and-testimonials-in-advertising including any content about Rally, the Campaign Owners (as defined in the Rally Terms of Service (the “Rally Terms”), or any of their products or services, or when otherwise posting or streaming about or for the benefit of Rally, the Campaign Owners, or any of their products or services.

Please note that all capitalized terms used but not defined herein shall have the respective meaning given to them in the Rally Terms. You hereby agree as follows:

1. UNAVOIDABLE DISCLOSURE OF MATERIAL CONNECTIONS. You understand that your connection with Rally or the Campaign Owners might materially affect the weight or credibility consumers give to your statements. For this reason, you will not post, tag, review, or otherwise speak about or refer to Rally or the Campaign Owners, directly or indirectly, without disclosing such connection (even if you have previously posted about the Campaign Owners’ product or services with a disclosure), including the fact that you were afforded any consideration, benefits, or received any free products or services from Rally or the Campaign Owners. Such disclosure must be unavoidable and must appear clearly and conspicuously and in close proximity to any statements you make about Rally, the Campaign Owners, and any of their products and services, and/or the Services performed regardless of the space limitations of the medium. Such disclosure must be easily understandable and accessible by ordinary consumers of the targeted audience and in the same language as your advertisement. In particular, you agree that consumer should not be required to click on, scroll down or mouse over a link in order to view the disclosure and the disclosure should appear before the “click to read more” button. A disclosure solely in the comments section of a post is insufficient. In any video including streaming, you should ensure that you both disclose in a voice over and superimpose a disclosure frequently during the stream, in case viewers tune in later than the starting point. You understand that built in disclosures on a platform may not be adequate. The specific form of any such disclosure (which may for example include the hashtags #ad or #sponsored) will either be provided to you, or otherwise approved by Rally, or mutually agreed upon by you and Rally, but at all times in compliance with the FTC Guides. If you have any questions on what it means to be in compliance, you can access the FTC’s FAQ here https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-what-people-are-asking.‍

2. YOUR HONEST AND TRUTHFUL OPINIONS. Your statements must reflect your honest and truthful opinions, findings, beliefs, or experiences with Rally’s or the Campaign Owners’ products or services. When representing that you use Rally’s or the Campaign Owners’ products or services, you must be a bona fide user of such products or services at the time the statement is given. If you reference a competitor’s products or services in connection with this Addendum, you must first seek Rally’s prior written approval and any statements must reflect your honest and truthful opinions, findings, beliefs or experiences with such competitor’s products or services, and, where you are referencing a competitor’s products, you should still disclose your paid relationship with Rally or the Campaign Owners. Generally, you should only make factual statements about Rally, its Campaign Owners, or their products or services which you know to be true, and which can be verified. Moreover, your statements must not convey any express or implied representation that would be deceptive if made directly by Rally or to the Campaign Owners.

3. NO INAPPROPRIATE LANGUAGE OR CONTENT. You agree that all social media postings and comments shall always be in good taste and free of inappropriate language and/or content. In particular, you understand that content may be rejected by Rally if it:

1. Contains material that is inappropriate, indecent, obscene, hateful, tortious, defamatory, slanderous or libelous or that otherwise promotes bigotry, racism or discrimination against an individual based on race, gender, religion, nationality, disability, sexual orientation or age;
2. Contains material that is unlawful, in violation of or contrary to the laws or regulations of the United States or of any jurisdiction where content is created;
3. Contains information known by you to be false, inaccurate, or misleading;
4. Contains material or content for which you have been compensated or granted any consideration by any third party;
5. Disparages Rally or any other person or party; and/or
6. Contains material not consistent with the image and values of Rally or otherwise associates Rally, the Campaign Owners, or any of their products or services with any inappropriate or controversial content that would reflect poorly upon Rally, the Campaign Owners, or their products or services or any products or services on Rally’s sites or channels.

4. NO FAKE FOLLOWERS/BOTS/REVIEWS. You agree that you will not purchase fake followers, bot farms, fake reviews or otherwise artificially increase influence in a deceptive manner or in violation of applicable laws, rules, or regulations. In a commercial setting, it is considered deceptive to use fake followers to provide social influence.

5. RESPONSIBILITY FOR AGENCY, PARTNERS, ADVERTISERS. If you are an agency or have partners who disseminate media on your behalf, you understand that you are responsible for their compliance with these FTC Guides and agree to terminate any non-compliant partners. Advertisers may be subject to liability for misleading, atypical or unsubstantiated statements made through endorsements (whether the underlying statement is true or false) even where there is not a material connection between an advertiser and the endorser, and in scenarios where the endorser isn’t liable for their own deceptive endorsements (for clarity, “retweets” or “reposts” by marketers require substantiation). More specifically, advertising agencies, public relations firms, review brokers, reputation management companies and other similar intermediaries, may be liable for participating in or facilitating misleading ads involving endorsement or review practices outlined in the FTC Guides. Further, advertisers should not take actions that have the effect of distorting or otherwise misrepresenting what consumers think of their products through “cherry-picking”, procuring, suppressing, boosting, organizing, publishing, upvoting, downvoting, reporting or editing consumer reviews of their products.

6. NO SAG/AFTRA OR SIMILAR UNION MEMBERS. You agree that you are not a member of SAG/AFTRA or any other similar union, clan or guild. You acknowledge and agree that Rally is not a signatory of SAG-AFTRA or any other union or guild, and that the Services (as defined in the Rally Terms) are not SAG-AFTRA productions or productions under any other union or guild agreement.

7. COMPLIANCE WITH LAWS AND REGULATIONS. You should comply with all applicable laws, rules, and regulations, as well as with the terms, conditions, guidelines and policies of any website, social media platform or service that you use in connection with the Services.