Last Modified: March 1, 2023

Welcome to Rally! These Terms of Service (these “Terms”) are entered into between you and Vert Networks, Inc. (“Rally,” “we” or “us”) and govern your access to and use of our website https://www.letsrally.io/, as well as all related mobile applications (including phone, tablet, and other applications), websites, networks, embeddable widgets, downloadable software, and other services provided by us and/or on which a link to these Terms is displayed (collectively, the “Services”).

Please read these terms carefully before creating an account or using the services. By creating an account or using the services you acknowledge that you have read these terms and agree to be bound by them.

• Acceptance of the Terms.

  • Please read these Terms carefully before you use the Services. By using the Services, you accept and agree to be bound and abide by these Terms, including our Privacy Policy and any additional terms, conditions, and policies referenced in these Terms and/or available by hyperlink. If you do not agree to these Terms, you must not access or use the Services.
  • The Services are not intended for users younger than 18. If you are not at least 18, you must not access or use the Services. By agreeing to these Terms, you represent and warrant to us: (i) that you are at least 18 years of age; (ii) that you have not previously been suspended or removed from the Services; and (iii) that your registration and your use of the Services is in compliance with any and all applicable laws and regulations.

• Services Overview. Our Services allow users to share destinations, connect with like-minded motorcycle enthusiasts, attend Rallies (group rides), and much more. The Services may contain messaging, personal profiles, Clubs, and other interactive features that allow users to post, submit, publish, display, or transmit to other users or other persons content or materials (collectively, "User Content") on or through the Services. All such User Content must comply with these Terms, including without limitation Section 8 Prohibited Uses and Section 9 User Content.

• Changes to the Terms. We may revise these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms means you accept and agree to the changes. We encourage you to check these Terms often for updates.

• Accessing the Services and Account Security.

  • To access the Services, you may be asked to provide certain registration details or other information. As a condition of your use of the Services, all information you provide on the Services must be correct, current, and complete. You agree that all information you provide to us, including but not limited to through the use of any interactive feature, is governed by our Privacy Policy. You consent to all actions we take with respect to your information, consistent with our Privacy Policy.
  • If you choose, or are provided with, a username, password or any other information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You acknowledge that your account is personal to you and you agree to accept responsibility for all activities that occur under your account. You agree not to provide any other person with access to the Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer, so that others are not able to view or record your password or other personal information.
  • We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms.

• Intellectual Property.

  • The Services and all contents, features, and functionality thereof (including but not limited to all information, software (including source code or object code), text, products, displays, images, video, and audio, and the design, selection, and arrangement thereof), and all other elements of the Services (collectively, the “Materials”) are owned by Rally, its licensors, or other providers of such material, and protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Except as expressly authorized by Rally or as required by applicable law, you may not make use of the Materials. Rally reserves all rights to the Materials not granted expressly in these Terms
  • Subject to the terms and conditions of these Terms, Rally grants you a limited, revocable, non-exclusive, and non-sublicensable license to use the Services for your personal and non-commercial use. We reserve the right to withdraw or amend the Services, and any service or material we provide with the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of the Services. The license in this Section 5 states the entirety of your rights with respect to the Services, and we reserve all rights not expressly granted to you in these Terms.
  • Without limiting the foregoing, you will not, or authorize or permit any third party to, do any of the following: (i) distribute, license, or sell the Services; (ii) use the Services for any purpose other than your own internal, noncommercial use; (iii) reverse engineer, decompile, disassemble, or attempt to discover the source code for the Services; (iv) modify, alter, or create any derivative works of the Services; (v) remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Services; or (vi) use the Services in any unlawful manner or for any unlawful purposes. In the event of misuse of the Services, we will have the right to immediately terminate your use of the Services at any time and in our sole discretion upon written notice to you (of which email will suffice) and, upon such revocation by us, you will immediately cease use of the Services.
  • **** The Rally names and trademarks, and all related names, trademarks, logos, product and service names, designs and slogans are trademarks and trade names of Rally or its licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners

• Payment Information. The Services support credit and debit card transactions of various kinds. When you submit a payment through the Services, you are authorizing us to charge your credit card, or to debit your bank account, for the amount(s) indicated. All payment information provided must be truthful and accurate and must be provided by the owner or authorized signer of the credit card or bank account. You may be charged a fee (up to the maximum permitted by law) if your payment is dishonored or returned for non-sufficient funds by your credit card company or financial institution.

• Prohibited Uses. You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

  • Use the Services in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any law regarding the export of data or software to or from the US or other countries).
  • Use the Services for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • Perform any fraudulent activity including impersonating any person or entity, claiming false affiliations, accessing the Services accounts of others without permission, or falsifying your age or date of birth.
  • Violate the rights of third parties, including by infringing or misappropriating third party intellectual property rights.
  • Sell or otherwise transfer the access granted herein or any Materials or any right or ability to view, access, or use any Materials.
  • Send, knowingly receive, upload, download, use, or re-use any material that does not comply with the User Content standards in Section 9 of these Terms.
  • Transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
  • Interfere with the operation of the Services or any user's enjoyment of the Services, including without limitation by: (i) uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code; (ii) making unsolicited offers or advertisements to other users of the Services; (iii) collecting personal information about users or third parties without their consent; (iv) using any device, software, or routine that interferes with the proper working of the Services; (v) attacking the Services via denial-of-service attack or distributed denial-of-service attack; or (vi) interfering with or disrupting any networks, equipment, or servers connected to or used to provide the Services, or violating the regulations, policies, or procedures for those networks, equipment, or servers.
  • Use any robot, spider, or other automatic or manual device, process, or means to access the Services for any purpose, including monitoring, copying, or scraping any of the material or information on the Services.
  • Otherwise attempt to interfere with the proper working of the Services or engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Rally or users of the Services, or expose them to liability.

• User Content.

  • These content standards apply to any and all User Content. User Content must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Content must not:
  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  • Promote or include sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  • Contain personal attacks against other participants, name-calling, slurs, hate speech, or bigotry.
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.
  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
  • Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
    • You retain ownership of your User Content. Any User Content you post to the site will be considered non-confidential and non-proprietary. By providing any User Content through the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the perpetual, irrevocable, and worldwide right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose consistent with our Privacy Policy.
    • We may offer features that enable you to make User Content available to others (whether publicly or to a specified group). We do not have the ability to control what any third party may do with User Content and we are not responsible for those actions. Once User Content has been shared, those with access to it may be able to reshare, publish, re-use, modify, or otherwise exploit User Content, so please carefully consider what you choose to share before you share it.
    • You are solely responsible for User Content associated with your account and the consequences of uploading, posting, or sharing that User Content. By uploading, posting, or sharing User Content, you affirm, represent, and warrant that:
      • you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize Rally and others, as described in this Section, to exercise the rights and permissions granted by you in this Section; and
      • your User Content, and the use thereof as contemplated herein, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, or libel any third-party.
    • We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Rally may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Services you may be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Rally with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice.
  • **** From time to time, you may provide to Rally (either on your own accord or at our request) feedback, analysis, suggestions and comments (including, but not limited to, bug reports and test results, and design suggestions or ideas) related to the Services (collectively, “Feedback”). As between you and Rally, all right, title and interest in and to any such Feedback will be owned by Rally. You agree that Rally will have the perpetual, irrevocable, and worldwide right to make, use, sell, offer to sell, import, copy, reproduce, distribute, perform, display, create derivative works, modify, license, sublicense, and otherwise exploit all or part of the Feedback or any derivative thereof in any manner or media now known or hereafter devised without any remuneration, compensation, credit, or notice to you.

• Copyright Complaints.

  • If you believe any materials accessible on the Services infringe your copyright, you may request removal of those materials from the Services by submitting written notification to our Copyright Agent (designated below). In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice must include substantially the following:
    • Your physical or electronic signature.
    • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.
    • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
    • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
    • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
    • A statement that the information in the written notice is accurate.
    • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

• Copyright infringement claims and notices (but not other notices) should be sent to the attention of our Copyright Agent, in the following manner:

  Rally Copyright Agent

  Rally Motorcycle Club, Inc. [email protected] 503-732-0598

• Monitoring and Enforcement; Termination.

  • We have the right to (i) remove or refuse to post any User Content for any or no reason in our sole discretion; (ii) take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Rally; (iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; or (iv) take appropriate legal action, including without limitation referral to law enforcement, for any illegal or unauthorized use of the Services.
  • Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS RALLY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY RALLY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER RALLY OR LAW ENFORCEMENT AUTHORITIES.
  • If you violate any provision of these Terms, Rally may immediately suspend or terminate your access to and use of the Services, in its sole discretion, with or without notice to you. We also reserve the right to modify or discontinue the Services at any time (including, without limitation, by limiting or discontinuing certain features of the Services) without notice to you. We will have no liability whatsoever on account of any change to the Services or any suspension or termination of your access to or use of the Services.

• Reliance on Information Posted.

  • The information presented on or through the Services is made available only for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. We cannot guarantee that all locations are accurate on our maps. In some instances, we may use third-party data such as Google Maps. Although their data is generally accurate, errors may occur. Please do not rely on our Service at the risk of your safety or the safety of others. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.
  • The Services may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Rally, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Rally. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties
  • As part of the Services, we may post information related to clubs, events and Rallies occurring in your area (collectively “Events”). All information we post related to Events is for general information purposes only. We do not endorse or sponsor the Events, and you shall be solely responsible for confirming the Event’s authenticity before joining or attending. By joining or attending the Event, you do so solely at your own risk and we are not responsible for any harm or damages that may occur as a result of such attendance or participation.

• Changes to the Services. We may update the content on the Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.

• Information About You and Your Visits to the Services. All information we collect on or through the Services is subject to our Privacy Policy. By using the Services, you consent to any and all actions taken by us with respect to your information in compliance with the Privacy Policy.

• Links from the Services.

  • Rally may provide tools through the Services that enable you to export information, including User Content, to third party services, including through features that allow you to link your account on Rally with an account on the third party service, such as Twitter or Facebook, or through our implementation of third party buttons (such as “like” or “share” buttons). By using these tools, you agree that we may transfer such information to the applicable third-party service. Those third-party services are not under our control, and we are not responsible for their use of your exported information.
  • If the Services contain links to other sites or resources provided by third parties, these links are for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of other sites or resources. We accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any third-party website linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such website.

• Geographic Restrictions. Rally is based in the United States. We make no claim that the Services is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative. You are solely responsible for compliance with local laws. Although the Services may be accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Services are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Rally reserves the right to limit, in its sole discretion, the provision and quantity of any Service to any person or geographic area. Any offer for the Services is void where prohibited. The Services may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. You shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any Services to any jurisdiction or country to which, or any party to whom, the export, reexport, or release of any Services is prohibited by applicable federal or foreign law, regulation, or rule.

• Disclaimer of Warranties.

  • THE SERVICES, INCLUDING ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. RALLY HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO: (I) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (II) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. RALLY DOES NOT WARRANT THAT THE SERVICES OR ANY PART THEREOF WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
  • YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALINGS WITH OTHER USERS OF THE SERVICES, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES, AND ACCESS, DOWNLOAD, USE, AND/OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING TO YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICES) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF SUCH MATERIALS OR CONTENT.
  • SOME JURISDICTIONS MAY PROHIBIT SOME DISCLAIMERS OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.