b. Merchant Description. As part of your registration, you must provide a description of your business, the URL for your Merchant ecommerce platform, and the name under which you do business. Your description must clearly identify your ecommerce platform and business and your URL must be accurate. This information may appear in your Shoppers’ credit or debit card statements.
c. Verification. To verify your identity, Rally will require you to submit certain information including but not limited your business EIN or Tax ID. We may also request copy of a government identification card, a business invoice, financial statement, or other information for identity verification and/or to assess your business risk. Rally reserves the right, upon reasonable request and notice to you, to conduct a physical inspection at your place of business or to examine books and records that pertain to your compliance with these Terms. We use this information for internal purposes only. Rally does not use this information to create a credit report about an individual user.
d. Information from Third Parties. By accepting the terms of these Terms, you authorize us to retrieve information about you by using third parties, including credit bureaus and other information providers. You acknowledge that such information retrieved may include your name, address history, credit history, and other data about you. We may periodically update this information to determine whether you continue to meet our eligibility requirements.
e. Eligibility. After we have collected and verified all your information, we will review your account and determine if you are eligible to use the Checkout on your ecommerce platform. You agree that Rally may also share your information with your payment processors and other financial service providers, each of which may also make a determination regarding your eligibility. This includes sharing information (a) about your transactions for regulatory or compliance purposes; (b) for use in connection with the management and maintenance of the program; (c) to create and update their records about you and to assist them in better serving you; and (d) to conduct Rally’s risk management process. If we or our payment processor requests that you do so, you will also be required to enter into a direct agreement with the payment processor in addition to these Terms. We will notify you once your Account has been either approved or deemed ineligible.
f. US Entity Merchants. If you access the Services on behalf of a US Entity, by registering with Rally, you confirm that you are a business entity authorized to conduct business by the state in which you operate. Except where expressly permitted, as a US Entity you may not export our Services directly or indirectly, and you acknowledge that the Services may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII). By accepting these Terms, you confirm that you will satisfy these requirements.
a. Transactions. You as the Merchant are responsible for all transactions related to your Account, as well as all refunds and returns. The Merchant shall be solely liable for any claim(s) that arise, directly or indirectly, out of the delay or failure to deliver the purchased product(s) to Shopper. Rally is not liable for any delay or failure, for whatever reason, to deliver the purchased product(s) to Shopper, nor shall we be liable to any Merchant for any delay or failure, for whatever reason, in the purchase process. We make no warranties with respect to the products, services or information provided by Merchants through the Services. Shopper shall be solely liable to Merchant for any claim(s) that arise, directly or indirectly, out of delay or failure to pay amounts due related to a purchase using the Services. Rally is not liable for any delay or failure, for whatever reason, to complete payment of any amount due from Shopper to Merchant.
b. Customer Service. The Merchant is solely responsible for providing customer service to your Shoppers for any and all issues related to your products and services, including but not limited to issues arising from the processing of Shoppers’ cards through the Checkout, refunds, and/or disputes about the quality of products or services. Merchants are required to provide a receipt to the Shopper at the conclusion of each purchase transaction that includes all information required under applicable Card Network rules and law. Merchants are prohibited from imposing a fee or surcharge for use of the Checkout on a Shopper or misrepresent Rally’s Fees (defined below) for the Checkout.
c. Refunds. You agree to issue all returns and refunds to Shoppers for purchases and transactions made via the Checkout in accordance with these Terms and applicable Card Network rules. You are solely responsible for accepting and processing returns of your products and services. Rally has no responsibility or obligation for processing such returns, or for responding to your Shoppers’ inquiries about such returns. Refunds must be processed via your payment processor according to such payment processor’s terms and conditions. Additionally, the refund must be for the exact dollar amount of the original transaction (including tax, handling charges, and other) or less amount and may not exceed the original sale amount except by an amount equal to any reimbursements to Shopper for postage costs incurred for product returns. You agree to (a) maintain a fair return, cancellation, or adjustment policy; (b) disclose your return or cancellation policy to Shoppers at the time of purchase; (c) not give cash refunds to a Shopper in connection with a sale via the Checkout, unless required by law; and (d) not accept cash or any other item of value for a refund. Rally’s Fees will not be refunded to you if you issue a refund to a Shopper. You will use best efforts to process all refunds within sixty (60) days after the original transaction date, and you acknowledge that it may not be possible for Rally to process refunds processed after that time. We may, in our sole discretion, charge your account for anticipated or actual refund requests we receive from your Shoppers.
d. Suspicious Use of Services. Rally reserves the right to not authorize or settle any transaction submitted by a Merchant which we believe is in violation of these Terms, any other Rally terms and conditions, or that exposes Rally, you, other Rally Merchants or Shoppers, or financial services providers to harm or unnecessary risk, including but not limited to fraud, money laundering, tax evasion, and other criminal acts. You hereby authorize Rally to share information with law enforcement about you, your transactions, or your Account if we reasonably suspect that your use of our Services has been for an unauthorized, illegal, or criminal purpose.
6. Fees. By signing up as a Merchant, you acknowledge and agree to the billing and payment provisions described herein. You will pay to Rally (a) a service fee every 30 days and renewed automatically and (b) a monthly transactions fee for each transaction using the Services that takes place on your Merchant ecommerce platform (collectively, “Fees”). We reserve the right to modify our Fees from time-to-time, in our sole discretion, and upon written notification to you or by posting the modified Fees on the Services. You are solely responsible for payment of any and all applicable sales and use taxes based on the address that you provide when you register as a Merchant. You agree that we may charge your payment method, withdraw amounts from your settlement funds or designated bank account, or charge any other payment method we have on file for you for the Fees due hereunder, any sales and use taxes and any late fees or interest (as described below).
7. Late Fees. If you do not pay Fees or other amounts owed on time or if we cannot charge the payment method you have on file for any reason, we reserve the right to either suspend or terminate your access to the Services. In addition, if any payment is not received within 30 days after the due date, then we may charge a late fee of $10 and we may assess interest at the rate of 1.5% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, from 30 days after the due date until the date paid. If your unpaid Fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees. Rally may, but is not obligated to, refund all or a portion of the Fees paid.
8. Collection Rights. To the extent permitted by law, Rally may collect any obligations you owe us under these Terms by deducting the corresponding amounts from funds payable to you arising from the settlement of transactions, including funds from another one or your Account. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the settlement amounts are not sufficient to meet your obligations to us, we may debit your bank account registered in your Account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand is a material breach of these Terms and you will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest. We reserve the right to seek payment directly from fraudulent payors, and you consent to our doing so as we deem suitable in our sole discretion. In some cases, we may require a personal guarantee from a principal from your business as a condition of our continuing to provide Services to you. If a personal guarantee is necessary, we will specifically inform you in advance of providing the Services.
9. Merchant Records; Errors. You are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your Account as may be required for your business. Rally is not responsible for maintaining your transaction history or other records in a manner consistent with your record retention obligations. You are responsible for reconciling the transaction history reflected in your Account with your actual transactions. You agree to notify Rally of any errors or discrepancies listed in your Account (each an “Error”) within 30 days from the reflection of a transaction on your Account. We will investigate reported Errors and attempt to rectify any Errors that you or we discover. In the event you are owed money as a result of an Error, we will transfer funds to your designated bank account within 30 days of the resolution of the Error. Your failure to notify us an Error within 60 days of when it first appears on your Account will be deemed a waiver of any right to amounts that may be owed to you in connection with any such Error, including any related charges. If you submit or cause us to process transactions erroneously, you will contact us immediately to inform us of the specifics of the error and fully cooperate with us in our resolution of that error. Your failure to notify us of a processing error within 30 days of when it first appears on your Account will be deemed a waiver of any right to amounts owed to you.
10. Payouts. Funds from your transactions (“Payouts”) using the Checkout are paid to you from your payment processor according to the terms and conditions of your agreement with the payment processor. Rally is not a party to any Payout between you and a payment processor. Rally is not, and under no circumstances will be, responsible or liable for any action taken by your payment processor with respect to your transactions or Payouts. You must direct any questions or concerns related to Payouts directly to the payment processor that you chose to process the funds for the transaction.
11. License Grant. In consideration for your Fees paid as a Merchant, Rally grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the Checkout and our other Services for your own personal, internal business, and non-commercial (except for transactions with Shoppers on your ecommerce platform or conducting business with Rally) purposes, subject to the terms and conditions set forth herein (the “License”). Neither the License nor any other provision hereof shall grant any rights in the Services or other intellectual property rights except the limited License of use set out above. The License shall be for the term of these Merchant Terms of Service only. You agree not to: (a) rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Services or any portion thereof (including our Content) or use it in any manner that is prohibited or not expressly authorized by these Terms; (b) copy, reverse engineer, translate, port, modify, or make derivative works of any portion of the Services; (c) violate or attempt to violate the security features of the Services; (d) use any device, software, or routine to interfere or try to interfere with the proper working of the Services or any activity being conducted on via the Services; or (e) use or try to use any device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Services other than the search engine or search agents that we make available via the Services and the generally available third-party web browsers. The License shall be for the term of these Terms only.
12. Rally API. We make the Checkout available through APIs, extensions, plug-ins, and similar technical interfaces, all of which are hosted by Rally through SAQ-A PCI compliant hosted fields by third parties and made available to you as a Merchant subscribing to the Services. It is your responsibility to ensure that calls you make to the Checkout are compatible with the then-current APIs, and that in so doing, you comply with all then-current Rally terms and conditions and any policies regarding acceptable use of the Checkout. Violation of Rally’s terms and conditions or policies shall be considered a breach of these Terms. By using the Services, you understand that there may be rate limits and restrictions to the data fields displayed per application or service utilizing the APIs, and you agree to comply with such limits and restrictions. Your continued use after receipt of a notice of rate limit or restriction shall be considered an acceptance of the rate limits and restrictions, and you shall comply with the new rate limits and restrictions at all times. Failure to comply with the new rate limits or restrictions shall be considered a material breach of these Terms.
b. You have obtained all necessary rights and consents under applicable law to disclose to Rally or allow Rally to collect, use, retain, and disclose any data that you provide to us or authorize us to collect, including information that we may collect directly from your Shoppers or other end users via cookies or other means.
c. If you default under these Terms or a misuse a financial network, Rally may report your business name and the name of your principals as required by Card Network rules. You specifically consent to the provisions of this section and agree to waive and hold harmless Rally or our payment processor from all claims and liabilities you may have as a result of our fulfillment of such provisions.
d. Your access to the Services may cause you to receive certain nonpublic information from Rally, such as indicators that have alerted us to potential fraud and/or fraudulent activity, information about our security measures and updates, and information about Rally’s business operations or plans (“Confidential Information”). You agree only to use Confidential Information as necessary to use our Services and for no other purpose, whether directly or indirectly, and further agree that you may not copy or disclose the Confidential Information for any reason.
f. If you receive information about third parties, including Shoppers, through the use of the Services, you agree to keep such information confidential and to only use it solely as strictly required by your use of the Services. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express written consent of any applicable user and Rally to do so. You may not disclose payment card information to any third party except in connection with processing a card transaction requested by your Shopper using the Checkout and in a manner consistent with PCI DSS and applicable law.
We reserve the right, but have no obligation to, monitor, review, screen, post, remove, reject, modify, or store Merchant Content at any time and for any reason at our sole discretion without notice. We do not endorse any Merchant Content, and the Merchant Content posted does not reflect our opinions, views, or advice. We take no responsibility and assume no liability for any Merchant Content that you or a third party posts or sends on or through the Services, nor do we assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. To the extent that the law permits, you release us from any claims or liability related to any Merchant Content posted via the Services and from any claims related to the conduct of any other users.
In consideration for your use of the Services, you hereby grant to Rally an irrevocable, worldwide, royalty-free, fully-paid, sub-licensable, perpetual license to use, reproduce, make derivative works from, distribute, publish, display, or perform such Merchant Content in whole or in part, by any and all means and media, in connection with advertising, marketing and promoting Rally, its products and Services. We may sublicense and/or assign your Merchant Content to third parties with your written consent. To the extent permitted by applicable laws, you hereby covenant not to assert against us any moral rights you may have in any of your Merchant Content. You expressly permit Rally to display your name and/or logo for marketing and promotional purposes, if we abide by any branding guidelines you provide us in writing. You may withdraw your consent at any time and for any reason by writing to us at email@example.com. You acknowledge that Rally may modify the Merchant Content for any purpose. However, Rally has no obligation to use any Merchant Content, and Rally’s use of any Merchant Content does not create or imply any endorsement of or affiliation with you.