Terms of Use

Table of Contents

 

1.       Introduction

2.       Scope

3.       Services

4.       Conditional Permitted Uses

5.       Site Abuse

6.       Site Availability

7.       Your RallySpark Account

8.       Promotional Offers

9.      Fundraising Opportunities

10.   Intellectual Property

11.   Copyright Policy and Digital Millennium Copyright Act

12.   Disclaimer of Warranty

13.   Limitations of Liability

14.   Indemnity

15.   Electronic Communications

16.   Modifications to this Agreement

17.   Termination

18.   Choice of Law

19.   Privacy Policy

20.   Disclosure of Information

21.   General Terms

 

TERMS OF USE

NOTE:  YOU ARE CONCLUDING A LEGALLY BINDING AGREEMENT

1. Introduction

Welcome to RallySpark (“RallySpark”, “we” or “us” or “our”). By becoming a member of or using RallySpark web based application (including RallySpark.com and its related sites and services), you agree to the following terms with RallySpark, our Privacy Policy, and the general principles for the websites of our subsidiaries and affiliates, as any of the same may exist from time to time (collectively, the “Terms of Use” or “Agreement”). The term “you” refers to the person accessing or using the Site or our services including but not limited to merchants, service organizations, not-for-profits, individuals, or the company or organization on whose behalf that person accesses or uses the Site or our services. If you do not agree to the terms of this Agreement, you must immediately stop accessing the Site and cease using our services.

 2.           Scope

Before you may become a member of RallySpark, you must read and accept all of the terms in, and linked to, this Agreement and the RallySpark Privacy Policy. By accepting this Agreement, you agree that this Agreement and Privacy Policy will apply whenever you use RallySpark sites or services, or when you use the tools we make available to interact with RallySpark sites and services.

3.            Services

RallySpark is an online website located at http://RallySpark.com/ (the “Site”) which provides an interactive service, primarily for the promoting and marketing of goods and services for businesses, organizations, and merchants, and, fundraising for charities and other not-for-profit groups. The RallySpark services also include making special Promotional Offers from time to time available for you to purchase or for free from third-party businesses, subject to the terms and conditions from the issuing merchants and as set forth in this Agreement. 

4.            Conditional Permitted Uses

As a condition of your use of this Site and the RallySpark services, you agree that:

•            you are an individual person at least eighteen (18) years of age or older;

•             you will comply with these Terms of Use and Privacy Policy;

•             you have all of the necessary rights, permissions, and consents to use and authorize RallySpark to use any and all information and content submitted by you to RallySpark;

•             you will provide accurate information when creating an account or registering for our services;

•             you will not copy, modify or distribute rights or content from the RallySpark Site or services or RallySpark’s copyrights or trademarks;

•             you are solely responsible for your user information and password and the activity that occurs while signed into or while using your RallySpark account; and

•             you hereby agree we have the right to determine whether any of your Site content or submissions are appropriate and comply with these Terms of Use, and that we have the right to remove any and/or all of your content or submissions and terminate your account with or without prior notice

•             you agree to not participate in SPAM and understand that SPAM is strictly prohibited and that any email messages sent containing an Affiliate link must comply with the CAN-SPAM Act.

• you are an active member of the referring health and fitness organization and agree to solely use its referral code for access to RallySpark and to not distribute or communicate in any manner to non-members of the referring health and fitness organization the affiliated referral code.

• you agree to report to the referring health club inappropriate use of its referral code

5.            Site Abuse

Without limiting other remedies, we may at our discretion limit, suspend or terminate our service and user accounts, prohibit access to our sites and their content, services and tools, delay or remove hosted content, and take technical and legal steps to keep users off the sites if we believe that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with our policies. Additionally, we may at our discretion suspend or terminate accounts of users who may be repeat infringers of intellectual property rights of third parties. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue RallySpark sites, services or tools. 

6.            Site Availability

You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Site accessible, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control the Site access may be interrupted, suspended or terminated. RallySpark retains the right at our sole discretion to deny service or access to the Site to anyone or an account, at any time and for any reason.

7.            Your RallySpark Account

There are three (3) membership types in RallySpark:

a.            A Free Individual Membership which allows the member to review Offers and other information provided on the RallySpark Web application and to purchase use for free those promotions.

b.            A Merchant Membership which allows the merchant the rights and privileges as defined in the RallySpark Merchant Agreement including but not limited to the right to create, offer, promote, and redeem their Offers on the Rallyspark web based applications.

c.             A Charity (or Nonprofit) Membership which allows a participating charity to promote their organization on the RallySpark web based applications and to receive donations from the purchase of designated promotions offered by participating merchants and/or from subscription fees. Charities and Nonprofits have the ability to promote Merchants which support their organization to their supporters.

If you create an account or accounts on our Site, you agree to provide only accurate, complete information, and you will keep that information up-to-date if it changes. You agree to: (a) Keep your passwords and referral code secure and confidential; (b) not permit others to use your account unless they are an immediate family member who you supervise their use; (c) refrain from using other users’ accounts; (d) refrain from selling, trading, or otherwise transferring your RallySpark account to another party; and (e) refrain from charging anyone for access to any portion of RallySpark, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own.

If payments are applicable, you authorize RallySpark to charge your account ongoing payment for benefits and for purchases of offers, transaction fees, and other applicable charges that may be changed from time to time. Charges will be applied to authorized forms of payment including, but not limited, to credit cards, or debit cards, which you have authorized RallySpark to use. Free members are not charged subscription fees. However, all Members authorize charges to their account along with applicable transaction fees for any purchases and affiliated charges in RallySpark.

All memberships in RallySpark shall comply with all rules and regulations of RallySpark membership and Privacy Policy.Individuals, charities, and merchants are allowed to establish multiple memberships in RallySpark as long as all obligations are met for each account including subscription fees and other charges. Membership totals in RallySpark shall consist of all memberships along with immediate family members who have access to the RallySpark web application.

8.            Promotional Offers

RallySpark provides opportunities for Members to purchase products and services from third party merchants ("Merchants") pursuant to special, limited promotional offers (a "Promotional Offers") and/or to make donations to participating charities and not-for-profits through the purchase of special fund raising coupons. The Promotional Offers are redeemable for certain goods, services or experiences offered by, or facilitated through, the Merchant identified on the promotion. Certain Promotional Offers when redeemed will automatically contribute a generous portion of the purchase to a selected charity.

Placing an Order

By placing an order for a given Promotional Offer, you make an offer to purchase the Promotional Offer you have selected on the terms, restrictions and conditions associated with the Promotional Offer. Once you have placed your order, you will receive a confirmation of the Promotional Offer, and your credit card, or other authorized payment method, will be charged for the amount of the Promotional Offer and transaction fees. You are required to create an account and join as a Free, Merchant, or Charity member in order to purchase any Promotional Offer (Please note Fundraising section below as an exception to this rule). 

Offers

Each Promotional Offer may combine two separate values that make up the Promotional Offer: (a) a paid value equal to the amount you are charged (the "paid amount"); and (b) a promotional value for the balance of the value of the Promotional Offer (the "promotional value") (the paid amount and promotional value of the Promotional Deal are sometimes represented in an "Offer"). In the event you redeem your Offer for less than the full amount stated on the Offer, your purchase will be allocated first against the paid amount until it has a zero balance and then against the promotional value that is remaining.

The Merchants are solely responsible for redeeming the Offer. The Merchants are the sole issuers of the Offer and are fully responsible for all goods and services they provide to you and for any and all damages, claims, liabilities and costs they may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or redemption of an Offer or not, as well as for any unclaimed property liability arising from unredeemed or partially redeemed Vouchers or Coupons. By purchasing, viewing, printing, accepting, using or attempting to use any Offer, you agree to the terms of this Agreement and the terms on the Offer itself and any additional, offer specific terms advertising the Offer at the time of purchase. These rules apply to all promotional Offers that we make available, except as may otherwise be required by law.

Unless otherwise stated in the Offer or required by law, the following additional terms apply to all Offers:

•             Offers cannot be combined with any other coupons or promotions unless otherwise noted in the Offer;

•             Offers are not redeemable for cash;

•             For coupons, one redemption per household, per store, per day. They are not valid on Gift Cards, Internet transactions, or previous purchases. Customer must present purchased Offer printed or via smartphone at time of purchase to receive the special offer.

•             Any discount (as shown on the receipt) applied to merchandise that is returned will be deducted from any refund amount.

•             RallySpark is not responsible for lost or stolen Offers;

•             the duplicate use, sale or trade of an Offer is prohibited; and

•             the Offer price does not include sales, value added or use taxes, which may be charged to you separately by the Merchant at the time you redeem the Offer, unless otherwise stated at the time of purchase.

Expiration Dates

The expiration date for an Offer is as printed on the Offer. The Merchant is obligated to honor the Offer in compliance with law. If the Merchant refuses to honor the Offer before the legally permitted expiration date, then you may be eligible for a refund from the Merchant of the paid amount of your Offer subject to the terms and conditions of the Offer.  

Refunds

Failure of a Merchant to honor a Promotional Offer is subject to the terms and conditions of the Offer, the RallySpark Merchant Terms and Conditions, and applicable law. The member and merchant are responsible for the resolution of any conflicts arising from participating in Offers and RallySpark is not responsible for refunds or any other obligations or liabilities occurring as a result of members’ and merchants’ conflicts except as described in the RallySparks’ Merchant Terms and Conditions.

9.            Fundraising Opportunities

RallySpark provides a variety of fundraising opportunities for Charities and other Not-For-Profit ("NFP") groups including but not limited to vouchers/coupons where a portion of the sales proceeds are donated directly to the Charity or NFP.

10.            Intellectual Property

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to our Site and services, including applicable copyrights, trademarks and other proprietary rights. We are not granting any license to you under any of those intellectual property rights by virtue of this Agreement, except for the limited right to use our Site and services in accordance with this Agreement. Other product and company names that are mentioned on our Site or provided as part of the services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you in this Agreement.

The content on our Site, excluding all intellectual property of other sites obtained by way of API and linking and content posted by our customers, is owned by us. This includes, without limitation, the text, software, scripts, graphics, photos, sounds, interactive features and the trademarks, service marks and logos contained therein. These contents are owned or licensed to us, subject to copyright and other intellectual property rights under United States law, the law of the jurisdiction where you reside, and international conventions. Content provided by us is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, modified, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted in and to our Site and services.

As between you and us, you retain any intellectual property rights and any copyrighted materials and trademarks owned by you that are posted by you on the Site. You grant RallySpark a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to RallySpark, including, but not limited to, any user generated content, ideas, concepts, techniques or data to the services, you submit to RallySpark, without any further consent, notice and/or compensation to you or to any third parties. Any information you submit to us is at your own risk of loss as noted in this Agreement.

By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your RallySpark profile information accurate and updated.

11.          Copyright Policy and Digital Millennium Copyright Act

If you believe that content available by means of the Site infringes one or more of your copyrights, please immediately notify RallySpark's Copyright Agent by means of a mailed or emailed notification to the address listed below. If RallySpark takes action in response to an Infringement Notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by such party to RallySpark. Please be advised that you may be held liable for damages based on certain material misrepresentations contained in an Infringement Notice. Thus, if you are not sure content located on or linked-to by the Site infringes your copyright, you should consider first contacting an attorney.

All Infringement Notices should include the following:

•             A signature, electronic or physical, of the copyright owner or a person authorized to act on their behalf;

•             An identification of the copyright claimed to have been infringed;

•             A description of the nature and location of the content that you claim to infringe your copyright, in sufficient detail to permit RallySpark to find and positively identify that content;

•             Your name, address, telephone number and email address; and

•             A statement by you: (a) that you believe in good faith that the use of the content that you claim to infringe your copyright is not authorized by law, or by the copyright owner or such owner's agent; and, (b) under penalty of perjury, that all of the information contained in your Infringement Notice is accurate, and that you are either the copyright owner or a person authorized to act on their behalf.

Infringement Notices should be sent to the following: 

By mail:  RallySpark Customer Service

                  21-2A Oak Branch Dr.

                  Greensboro, N.C. 27407

By email:  customerservice@RallySpark.com

12.          Disclaimer of Warranty

YOU EXPRESSLY AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK. NEITHER RALLYSPARK, ITS SUBSIDIARIES AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD- PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS SITE, OR (II) THE ACCURACY, COMPLETENESS, RELIABILITY OR CONTENT OF ANY INFORMATION (INCLUDING, BUT NOT LIMITED TO, PRODUCT DESCRIPTIONS), SERVICE, PRODUCTS OR VOUCHERS PROVIDED THROUGH THIS SITE. THE SITE AND ALL CONTENT, STATEMENTS (AS DEFINED BELOW) AND OTHER INFORMATION CONTAINED ON THE SITE, AND PRODUCTS AND SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. RALLYSPARK HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE CONTENT, STATEMENTS OR OTHER INFORMATION CONTAINED ON THE SITE, OR THE PRODUCTS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

13.          Limitation of Liability

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO DISCONTINUE YOUR USE OF RALLYSPARK. IN NO EVENT SHALL RALLYSPARK, ITS SUBSIDIARIES, AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, THE CONTENT, STATEMENTS AND OTHER INFORMATION CONTAINED THEREIN, THE PRODUCTS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE, OR THESE TERMS OF USE. IN NO EVENT WILL RALLYSPARK’S LIABILITY IN CONNECTION WITH A VOUCHER OR A PRODUCT OR SERVICE EXCEED THE AMOUNTS PAID FOR SUCH VOUCHER, PRODUCT OR SERVICE. TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU DURING THE SIX MONTHS PRECEDING THE BRINGING OF ANY CLAIM, OR FIVE HUNDRED DOLLARS, WHICHEVER IS LESS.

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO RALLYSPARK MUST BE COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

14.          Indemnity

You agree to defend, indemnify and hold harmless RallySpark, its parent company and any affiliated company, their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees) arising from: (a) your use of and access to RallySpark; (b) your violation of any term of these Terms of Use; (c) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (d) any claim that any content or information submitted by you causes damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of RallySpark.

15.        Electronic Communications

The communications between you and RallySpark use electronic means, whether you visit the Site or send us emails, or whether RallySpark posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from RallySpark in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that RallySpark provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.

16.          Modifications to this Agreement

We reserve the right at all times to discontinue or modify any part of this Agreement as we deem necessary or desirable. If we make changes that materially affect your use of the Site or our services we will notify you by posting notice of the change on the Site. Any changes to these Terms of Use will be effective upon our posting on our Site. These changes will be effective immediately for new users of our Site and for all vouchers purchased after the effective date of the change. It is your sole responsibility to check the Site from time to time to view any such changes in the Agreement. If you do not agree to any changes, if and when such changes may be made to the Agreement, you must cease use of the Site and services. Your use of the Site and services after any modifications to the Agreement indicates that you agree to such modified Agreement. We also reserve the right to change or discontinue any aspect or feature of our services or the Site including, but not limited to, requirements for access or use.

17.          Termination

We may change or discontinue the Site or any of the services at any time without prior notice. We reserve the right to terminate this Agreement at our election and for any reason, without prior notice, and this Agreement will automatically terminate in the event that you violate any of the terms and conditions set forth in this Agreement. In the event of any termination, you will immediately cease access to the Site and services. Any Voucher issued prior to termination will be honored according to its terms and the terms of this Agreement specifically applicable to such Voucher.

18.          Choice of Law

The validity, interpretation and performance of this Agreement shall be controlled by and construed under the internal laws of North Carolina, without regard to conflicts of law principles. The general courts of justice in Greensboro, Guilford County, North Carolina shall have exclusive jurisdiction and venue over any action, suit or proceeding arising out of or relative to this Agreement.

19.          Privacy Policy

You should carefully read our full Privacy Policy before deciding to become a user as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to RallySpark, or groups you choose to join might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.

20.          Disclosure of Information

You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (a) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures;(b) enforce this Agreement; (c) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (d) respond to customer service inquiries; or (e) protect the rights, property, or personal safety of LinkedIn, our Users or the public.

21.          General Terms

Severability

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

Entire Agreement

You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Site and services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other RallySpark services, third-party content or third party software.

No Informal Waivers, Agreements or Representations

Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by RallySpark shall be deemed legally binding on RallySpark, unless documented in a physical writing hand signed by a duly appointed officer of RallySpark.

No Injunctive Relief

In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Site or services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the services or any content or other material used or displayed through the services.

Assignment and Delegation

You and we are independent contractors, and nothing in this Agreement creates a partnership, employment relationship or agency. You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, RallySpark for any third party that assumes our rights and obligations under this Agreement.

Potential Other Rights and Obligations

You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.

Latest Revision:  April 7, 2015                                   © 2013 RallySpark, LLC. All rights reserved.