Member agreement

I. DEFINITIONS

1. "Documentation" means the then-current written electronic end-user materials (e.g., guides or technical documentation) of the SaaS.
2. "Entity" means the organizational body that enters into this SaaS Agreement and assumes responsibility and authority for its execution for the administrative, operational, and management controls, decisions, and accountability, while granting individual registered users access rights to Rally Dues SaaS.
3. "Feedback" means the Entity or active Registered User collective feedback, suggestions, ideas, comments, remarks, information, materials, or services, including enhancement requests regarding Rally Dues SaaS.
4. "Payment Plan" means a financial arrangement between Entity and the payee that allows the Entity to spread out the total cost over a set period of time through scheduled payments.
5. "Registered User" means a unique individual or member who signs up to access and use the SaaS site subject to the rights granted to the Entity pursuant to the Agreement.
6. "Subscription Plan" means the subscription service offering and term for the SaaS license and Support (as applicable) as set forth on the Rally Dues website. The subscription may include optional, selected add-ons and/or components, as specified by the Licensee, that are part of the plan.
7. "Support" means Rally Dues' then-current generally available active registered user maintenance and support services as described in the Documentation.

II. LICENSE TERMS AND CONDITIONS

The SaaS may collect your personal information when you use or interact with the SaaS, including directly from you or the Entity. The Rally Dues SaaS may use, process, and/or disclose personal information to support the delivery of SaaS services, send information and communications, and facilitate operational functions, including the sharing of payment transaction information.

1. Trial Evaluation License and Commercial License Terms and Conditions

1.1 License

Subject to the terms and conditions of this Agreement, and in consideration for Entity's payment of the applicable license subscription fees, Rally Dues hereby grants to Licensee a limited, revocable, perpetual, non-exclusive, non-transferable, and non-sublicensable right to use the SaaS during the applicable Subscription Term, solely for Licensee's business purposes. This license consists of the right for Licensee to use, access, run, or otherwise interact with the SaaS, within the scope of the license granted and in accordance with this Agreement and related Documentation. Except as explicitly set forth above, Licensee may not reproduce the SaaS or any portion thereof.

1.2 Changes, Updates, and Upgrades

Rally Dues reserves the right to make updates and enhancements to the SaaS, including corrections, bug fixes, patches, and additions or removals of features or functions, provided that such updates and improvements to the SaaS will not materially decrease the overall functionality of the SaaS during the subscription term.

1.3 Third Party Software, Products, Services, or Content

The Rally Dues SaaS may contain features or functions that enable interoperation with third-party software and/or links to other websites, products, services, or content. Rally Dues SaaS may also provide redirects to access third-party software, products, services, or content (e.g., Merchant payment processing services). Licensees' use of such third-party software, products, services, or content is subject to the terms and fees of the third-party provider. Rally Dues has no responsibility for the operation of third-party software, products, services, or content. Changes to the third-party software, products, services, or content may change how the SaaS operates.

1.4 Verification

To ensure compliance with the terms of this Agreement, Rally Dues or its designated representative shall have the right during regular business hours, exercisable upon reasonable notice, to conduct an inspection and audit of Licensee's records of SaaS, use, and to obtain such other information as necessary to confirm the information contained in the records of use (collectively, a "verification"). All such information obtained by Rally Dues shall be maintained in strict confidence and shall not be used for any purpose other than to evaluate Licensee's compliance with this Agreement.

1.5 Feedback

Rally Dues welcomes your Feedback, which will become our property upon your submission to Rally Dues. By submitting your Feedback to Rally Dues, you agree to assign, and hereby assign, and irrevocably assign to Rally Dues without limitations, restrictions, and/or requirement of compensation, all rights, title, and interest in and to the Feedback that applies in provision of this Agreement.

2. Fees and Payments

The Licensee agrees to pay the published invoice electronic processing fees (e.g., credit cards, debit cards, ACH, Google Pay, etc.), including transaction fees, chargeback fees, non-sufficient funds transaction fees, and any other fees associated with electronic payment methods. If you provide an automatic electronic payment method, you agree and authorize Rally Dues to charge your preferred electronic payment account for all fees, including processing fees for your invoice and/or Payment Plan and any other fees as they are incurred, without separate notice. You are also providing your express consent to use your preferred payment method for future one-time online payments, unless you change it. No credits will be issued for unavailable service caused by late payment. Rally Dues is not liable for losses due to fraudulent transactions or system outages beyond its control. Certain payment processing services may involve regulated money transmission under U.S. Law.

You acknowledge that Rally Dues may change its electronic payment processing fees and/or fee structures for the SaaS from time to time in its discretion. Rally Dues will post notice of such changes on your registered account site, invoices, and/or Rally Dues' website. Rally Dues shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the SaaS applications.

3. Warranties, Liabilities, and Disclaimer

3.1 "AS-IS" Warranty

LICENSEE AND RALLY DUES AGREE THAT THE SAAS USED DURING THE TRIAL EVALUATION OR COMMERCIAL LICENSE SUBSCRIPTION PLAN AND OPTIONAL COMPONENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND THAT RALLY DUES MAKES NO WARRANTY AS TO THE SAAS AND DOWNLOADABLES (INCLUDING BETA OR TECH PREVIEW), EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, COURSE OF DEALING, PERFORMANCE, ACCURACY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND THAT THE OPERATION AND/OR USE OF THE FOREGOING WILL BE UNINTERRUPTED OR ERROR-FREE. RALLY DUES SHALL NOT BE RESPONSIBLE FOR FUNCTIONING LIMITATIONS OR DEFECTS OF THE SAAS.

3.2 Limited Warranty

Rally Dues warrants to Licensee that during the relevant Subscription Term, the SaaS, upon issuance by Rally Dues of login instructions as appropriate, will conform in all material respects to the applicable published specifications for such SaaS. The foregoing warranty does not extend to Rally Dues SaaS that is modified, altered, or not used in accordance with the applicable Rally Dues SaaS published specifications and/or Documentation. Licensee's sole and exclusive remedy, and Rally Dues's sole and exclusive obligation, for any breach of the foregoing warranties will be with respect to the Rally Dues SaaS warranty, the repair or replacement of the non-conforming Rally Dues SaaS, or, if Rally Dues determines repair or replacement is impractical, Licensee may terminate.

Licensee represents that you shall procure, set up, maintain, and operate in good repair, at your sole cost and expense, all equipment, technology, or systems, including computer hardware and equipment, any Internet access, third-party software, and telecommunications service, necessary for you to access and use Rally Dues SaaS. Rally Dues SaaS may be subject to limitations, delays, and other problems inherent in the use of the internet, data center, and electronic communications. Rally Dues is not responsible for any delays, delivery failures, or other damage resulting from such problems.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, RALLY DUES'S ENTIRE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT RALLY DUES'S SOLE OPTION, TO PROVIDE CONFORMING SERVICES OR TO TERMINATE THE NON-CONFORMING SERVICES. THE FOREGOING LIMITED WARRANTY DOES NOT COVER PROBLEMS ARISING BY ACCIDENT, ABUSE, OR USE IN A MANNER INCONSISTENT WITH THIS AGREEMENT OR RESULTING FROM EVENTS BEYOND RALLY DUES'S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, UNAVAILABILITY OF OR OPERATION IN COMBINATION WITH A THIRD-PARTY NETWORK OR SYSTEM, HARDWARE, SOFTWARE, SERVICE, OR DATA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RALLY DUES AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL OTHER REPRESENTATION, WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, SECURITY, RELIABILITY AND NONINFRINGEMENT. RALLY DUES ALSO MAKES NO WARRANTY REGARDING NONINTERRUPTION OF USE OR FREEDOM FROM BUGS, OR THAT ANY CLOUD SERVICE, OR SERVICES WILL MEET LICENSEE'S REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

4. Indemnification

Licensee agree to defend, indemnify, and hold harmless PairUp Investments, LLC and Rally Dues, our affiliates, and all of their officers, members, managers, employees, and from and against any and all claims, liabilities, damages, losses, demands, or expenses, including attorney's fees and costs and expenses, arising out of or in any way connected with: (a) your use of our SaaS, (b) your violation of this Agreement, (c) any content or information you provide through our SaaS, (d) your violation of any law or the rights of any third party, and (e) your negligence or willful misconduct. We agree to defend, indemnify, and hold harmless you, your affiliates, and all of their officers, members, managers, employees, and from and against any and all claims, liabilities, damages, losses, demands, or expenses, including attorney's fees and costs and expenses, arising out of or in any way connected with our gross negligence or willful misconduct.

III. OTHER RESTRICTIONS

Licensee shall not, and shall not permit any other party to, access or use the SaaS or Rally Dues Documentation except as explicitly permitted in this Agreement. Without limiting the generality of the foregoing, Licensee shall not (except as expressly permitted in this Agreement):

1. Assign the same Registered User name/password combination to more than one individual;
2. Sell, transfer, rent, lease, lend, copy, print, display, publish, modify, translate, sublicense, distribute, redistribute, syndicate, time-share, assign, electronically transmit or receive, or otherwise allow access to the SaaS or Rally Dues Documentation, in whole or in part, to any other party;
3. Except as may be allowed within the functionality of the SaaS, edit, modify, or create any derivative works, or improvements of all or any part of the SaaS or Rally Dues Documentation;
4. Provide use of the SaaS or Rally Dues Documentation on a service bureau, rental, managed services basis, permit other individuals or entities to create Internet "links" to the SaaS or Rally Dues Documentation or "frame" or "mirror" the SaaS or Rally Dues Documentation on any other server, wireless, or Internet-based device, or otherwise make available to a third party any token, key, password, user name, access credentials, or other login credentials to the SaaS or Rally Dues Documentation;
5. Decipher, analyze, translate, decompile, disassemble, reverse engineer, or launch any automated system including without limitation, robots, spiders, or offline readers to perform or access the SaaS or Rally Dues Documentation, or otherwise attempt to derive source code, trade secrets, or know-how in or underlying any SaaS or Rally Dues Documentation (or any portion thereof);
6. Access the SaaS or Rally Dues Documentation to build a similar or competitive product or service or gain competitive intelligence about Rally Dues or its SaaS;
7. Bypass or breach any security device or protection used by the SaaS or Rally Dues Documentation;
8. Input, upload, transmit, or otherwise provide to or through the SaaS or Rally Dues Documentation any information or materials that are unlawful or injurious, or contain viruses, transmit, or activate any harmful or malicious code;
9. Remove, delete, alter, or obscure any trademarks, documentation, warranties or disclaimers, or any copyright, patent, intellectual property rights, or proprietary rights notices from the SaaS or Rally Dues Documentation, including any copy thereof;
10. Access or use the SaaS or Rally Dues Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, that violates the privacy rights of any third party, or that violates any applicable law;
11. Export, subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. The Licensee shall not re-export the SaaS or Rally Dues Documentation to any country outside the country in which the SaaS is initially delivered without the prior written consent of Rally Dues.

Licensee shall strictly comply with all applicable export control laws and shall obtain all necessary export control licenses to export or re-export the SaaS or Rally Dues Documentation. Licensee will indemnify, defend, and hold harmless Rally Dues and its successors, affiliates, directors, officers, employees, and agents from and against any liabilities, damages, expenses, fines, or penalties incurred as a result of the export or re-export by Licensee of the SaaS or Rally Dues Documentation in violation of this Section.

You are responsible for safeguarding the password used to access the Rally Dues SaaS, and you agree not to disclose it to any third party. If you suspect your password has been compromised, change it promptly. You will notify Rally Dues immediately of any unauthorized use of your Licensed account.

IV. PROPRIETARY RIGHTS AND OWNERSHIP

Licensee understands and agrees that:

1. The Software is licensed, and not sold.
2. Rally Dues owns the copyright and other intellectual property rights in the SaaS application.
3. Rally Dues reserves any and all rights, implied or otherwise, which are not expressly granted to Licensee hereunder.
4. This Agreement does not grant Licensee any rights to Rally Dues's logo, trademarks, or service marks.

Rally Dues shall have the right to take direct action in case of any breach of its rights in the SaaS made by or permitted by Licensee and shall be entitled to enforce such rights by choosing the most appropriate manner and means. Except as expressly set forth in this Agreement, all rights and remedies of Rally Dues, whether provided in this Agreement, pursuant to copyright law, or pursuant to other laws, are cumulative, and the exercise of any right or remedy shall not be deemed to prevent the exercise of any other right or remedy.

V. CONFIDENTIALITY

In connection with providing and performing the Services, a party (the "Discloser") may disclose to the other party (the "Recipient") information that is non-public, proprietary, a trade secret, or confidential in nature ("Confidential Information"). Notwithstanding anything to the contrary herein, Confidential Information shall be deemed to include, but not limited to: (a) information of or regarding Your or Rally Dues's business and customers; (b) the Rally Dues SaaS Program and documentation; and (c) either party's technical and business information relating to inventions or software, research and development, future product specifications, implementation methodologies, engineering processes, profit or margin information, and marketing and future business plans.

The parties agree, unless required by law, to refrain from disclosing any Confidential Information to any third party for any purpose other than as necessary to perform under this Agreement. The Recipient shall use the same degree of care as it uses to protect its own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information. Each Recipient may disclose Confidential Information to its representatives, which shall include its officers, directors, members, agents, employees, contractors, on a need-to-know basis only, and the Recipient shall advise each such representative of these confidentiality obligations.

The parties acknowledge that any breach of its obligations with respect to Confidential Information may cause the other irreparable injury for which there may be inadequate remedies in law, and that Discloser shall be entitled to seek equitable relief in addition to all other remedies available to it. A party's Confidential Information shall not include information that: (i) is or becomes publicly available through no act or omission of Recipient; (ii) was in the Recipient's lawful possession prior to the disclosure and was not obtained by Recipient either directly or indirectly from the Discloser; (iii) is lawfully disclosed to the Recipient by a third party without restriction on Recipient's use.

VI. ASSIGNMENT

Licensee may not assign or transfer its rights or obligations under this Agreement without prior written approval by Rally Dues, and any purported assignment or transfer without Rally Dues's consent shall be null and void.

VII. DISPUTE RESOLUTION AND GOVERNING LAW, JURISDICTION, AND COSTS

1.1 Governing Law; Venue; Attorney's Fees

These Terms and the transactions contemplated hereunder shall be governed, interpreted, construed, enforced, and performed in accordance with the laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Arizona. Any legal suit, action, or proceeding arising out of or relating to these Terms shall be instituted in a state court located in the State of Arizona in the County of Maricopa. Each party irrevocably submits to the exclusive jurisdiction of such courts and unconditionally waives any objection to the laying of venue in such courts and irrevocably waives and agrees not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. If any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and related litigation expenses from the non-prevailing party.

1.2 Dispute Resolution

To the extent feasible, the parties desire to resolve any dispute, claim or controversy arising out of or relating to your use of or access to Rally Dues SaaS, these Terms, or the breach, termination, enforcement, interpretation, or validity of these Terms, including the determination of the scope or applicability of these Terms to arbitration (a "Dispute") through discussions and negotiations between each other. The parties agree to attempt to resolve any Disputes by negotiation with the other party (by phone, electronic correspondence, or written correspondence). If we are unable to resolve any Dispute ourselves, you and PairUp Investments, LLC/Rally Dues agree to resolve such Dispute through confidential, binding arbitration as set forth below.

1.3 Binding Arbitration

If you and PairUp Investments, LLC/Rally Dues are unable to resolve a Dispute through informal negotiations, either you or PairUp Investments, LLC/Rally Dues may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to be arbitrated by one party shall be final and binding on the other. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org.

The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. The AAA Rules shall govern your arbitration fees and your share of arbitrator compensation and, where appropriate, be limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, or if you send PairUp Investments, LLC/Rally Dues a notice to the address noted in your Service Agreement indicating that you are unable to pay the fees required to initiate an arbitration, then PairUp Investments, LLC/Rally Dues will promptly pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will decide in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. You and PairUp Investments, LLC/Rally Dues may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.