Terms of Use

Thank you for your interest in Rallyteam, Inc. (“Rallyteam” or “we”). Please read carefully the following terms and conditions (the “Terms”), as they govern your access to and use of the Rallyteam, Inc. website at rallyteam.com (the “Site”). BY ACCESSING OR USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND THE RALLYTEAM PRIVACY POLICY. If you are accessing or using the Site on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization. If you are not eligible, or do not agree to these Terms, you may not use the Site.

  1. Ownership; Proprietary Rights. The Site is owned and operated by Rallyteam. All elements of the Site (the “Materials”) provided by Rallyteam are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Site are the property of Rallyteam or third parties. The Materials and the Site may be used only in accordance with the features and functionality made available to you and for a permitted use. Rallyteam reserves all rights to the Materials not granted expressly in these Terms. The trademarks names, titles, trademarks, service marks, and logos (“Trademarks”) that appear on the Site are registered and unregistered marks of Rallyteam, its licensors or content providers, or other third parties. All use of the Trademarks on the Site is strictly prohibited without prior written authorization. You acknowledge and agree that no Trademark rights are granted to you.

    If you make suggestions to Rallyteam on improving or adding new features to the Rallyteam Site, Rallyteam shall have the right to use your suggestions without any compensation to you.

     

  2. Acceptable Use Policy. You agree to use the Site in accordance with the Acceptable Use Policy available at: rallyteam.com/aup. The Acceptable Use Policy is incorporated by this reference into, and made a part of, these Terms.

     

  3. Privacy Policy. Please read the Rallyteam Privacy Policy carefully for information relating to Rallyteam’s collection, use, storage and disclosure of your personal information. The Rallyteam Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

     

  4. Discontinuation and Modification of the Site. We reserve the right to modify or discontinue the Site at any time (including, without limitation, by limiting or discontinuing certain features of the Site) without notice to you. We will have no liability whatsoever on account of any change to the Site, including the discontinuation thereof.

     

  5. Changes to the Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes.

     

  6. Disclaimers; No Warranties.
    THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. RALLYTEAM AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES, SUBSIDIARIES AND AGENTS (COLLECTIVELY, THE “RALLYTEAM ENTITIES”) SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, 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. THE RALLYTEAM ENTITIES DO NOT WARRANT THAT THE SITE OR ANY PART THEREOF, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO 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 SITE, YOUR DEALINGS WITH OTHER SITE USERS, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SITE AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SITE 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 YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SITE) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SITE OR THE DOWNLOAD OR USE OF SUCH MATERIALS OR CONTENT.

    SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

     

  7. Limitation of Liability. IN NO EVENT WILL THE RALLYTEAM ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE RALLYTEAM ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

    YOU AGREE THAT THE AGGREGATE LIABILITY OF THE RALLYTEAM ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE THE SITE (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE) OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

    EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 7 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

     

  8. Governing Law; Arbitration. These Terms shall be governed by the laws of the State of California, without reference to conflict of laws principles. All disputes of any nature arising out of or in connection with these Terms shall be finally settled by arbitration conducted in Santa Clara County, California, under the rules of commercial arbitration of the American Arbitration Association. Any award rendered by an arbitrator(s) shall be final and binding on the parties. Notwithstanding the foregoing, in the event of a breach of your obligations hereunder, Rallyteam may seek injunctive or other equitable relief in any court of competent jurisdiction. In the event that the parties litigate any dispute, controversy or claim arising out of or in connection with these Terms, the jurisdiction will be only in a United States Federal or State Court located in Santa Clara County, California, and the parties hereby consent to the jurisdiction and venue of such courts. In any action between the parties to enforce any of the terms of these Terms, the prevailing party will be entitled to recover reasonable expenses, including reasonable attorney’s fees.

    You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

     

  9. General. These Terms, together with the Privacy Policy, Acceptable Use Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and Rallyteam regarding your access to and use of the Site, and except as expressly permitted above may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of these Terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Upon termination of these Terms, any provision that by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 1 and 5 through 10.

     

  10. Contact Information. The Site is offered by Rallyteam, Inc., located at 1355 Market Street, Suite 488, San Francisco, California 94104. You may contact Rallyteam by sending correspondence to the foregoing address or by emailing Rallyteam at team@rallyteam.com If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms.