Payer agreement

This Payer-User Software License Agreement is a legal agreement ("Agreement") between you (an individual payer user) ("Licensee Payer") and PairUp Investments, LLC, DBA Rally Dues, the owner or licensor of the Rally Dues Software-as-a-Service ("SaaS"), downloadable, and any related services. The personal member account from the Entity (e.g., association/fraternity/sorority) invited you as a payment representative to make electronic payments using a credit card, debit card, bank account, or other payment options on behalf of the personal member. This Agreement outlines the terms and conditions governing Licensee Payer User's use of the SaaS site, mobile application, and portals (collectively, the "SaaS") and applies to each access term.

PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THE SAAS. BY USING THE SAAS, YOU WILL BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CANCEL THE PROCESS, AND YOU WILL NOT BE ABLE OR AUTHORIZED TO USE THE SAAS.

I. LICENSE TERMS AND CONDITIONS

1. License

Subject to the terms and conditions of this Agreement, and in consideration for the personal member's granting the Licensee Payer access to their personal member's payment account, and to make payment(s) of the applicable Entity fees, including processing fees, Rally Dues hereby grants to the Licensee Payer a limited, revocable, perpetual, non-exclusive, non-transferable, and non-sublicensable right to use the SaaS during the applicable Term, solely for payment purposes. This license consists of the right for Licensee Payer 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.

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.

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). Licensee Payers' 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.

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.

You may close your Licensee Payer account and terminate your License with us at any time without cost, but you will remain liable for all obligations related to your Licensee Payer account even after the account is closed. When you close your Licensee Payer account, we will cancel any scheduled, recurring, or incomplete transactions.

2. Fees and Payments

The Licensee Payer can make payments on behalf of the Personal Member's account. The Licensee Payer can choose which Rally Dues accepted payment method to use. Electronic processing fees (e.g., credit cards, debit cards, ACH, Google Pay, etc.) apply, 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 method for all fees, 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. 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 the personal member's 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 PAYER AND RALLY DUES AGREE THAT THE SAAS USED DURING THE LICENSE TERM 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 Payer that during the relevant Term, the SaaS, upon issuance by personal member invite and Rally Dues of login as appropriate, will conform in all respects to the applicable published specifications for such SaaS electronic payment processing. 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 Payer'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 Payer may terminate.

Licensee Payer 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 PAYER'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 Payer 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.

II. PROPRIETARY RIGHTS AND OWNERSHIP

Licensee understands and agrees that:

• (i) The Software is licensed, and not sold.
• (ii) Rally Dues owns the copyright and other intellectual property rights in the SaaS application.
• (iii) Rally Dues reserves any and all rights, implied or otherwise, which are not expressly granted to Licensee Payer hereunder.
• (iv) This Agreement does not grant Licensee Payer 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 Payer 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.

III. 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.