Rallio – Social Media for Franchises, Small & Local Business
Terms & Conditions
Owner and Data Controller
SocialWise, Inc. (dba. Rallio) 7700 Irvine Center Drive, Suite 430 Irvine, CA 92618.
Contact email: support@rallio.com
Last Updated
Dec 23, 2021
RALLIO Services.
THE FOLLOWING TERMS AND CONDITIONS (“AGREEMENT”) APPLY TO THE SERVICESPROVIDED TO YOU BY SOCIALWISE, INC. (dba “RALLIO”). PROCUREMENT, USE, ORACCESS TO SUCH SERVICES IS SUBJECT TO YOUR, AND THE ENTITY YOUREPRESENT’S (TOGETHER, “CLIENT”) COMPLIANCE WITH THIS AGREEMENT.
1. Scope
Rallio provides various products and services related to brand, social media, and reputational management (“Services”). The Services ordered by Client shall be as set forth in an “Order Form,” meaning such Services are: (i) described in an Order Form, Purchase Order, or Statement of Work (SOW) executed by the parties, or (ii) selected by Client via a Rallio online purchase process. This Agreement begins on the effective date of the purchase.
2. Content; Social Media
To the extent the Services include the creation of any social media content for Client (“Created Content”), Client will own the copyright in such Created Content. If Client provides Rallio with any images, quotes, logos, trademarks, or other creative materials (collectively, “Client Content”) for use in the Created Content, Client grants Rallio the right and license to use, reproduce, and modify such Client Content in connection with the creation of the Created Content. Except as set forth in this paragraph, no intellectual property rights are assigned or transferred by Rallio.
If the Services include Rallio’s posting or other publication of Created Content or Client Content on behalf of Client, Client grants Rallio the right and license to engage in such publication and distribution.
If the foregoing requires Rallio to access any of Client’s social media accounts (such as Client’s Facebook or Twitter account) (“Accounts”), Client grants Rallio the right and license to access and use the Accounts for such purposes (including providing Client’s Account login credentials).
Client warrants that:
(i) it has all rights necessary to provide Rallio with the Client Content and the Accounts for all purposes contemplated above;
(ii) all Client Content and Account credentials will be accurate and up to date at all times; and
(iii) Rallio’s exercise of the foregoing rights will not violate or infringe any laws, regulations, or the rights of any third party (provided that the warranty in this subsection
(iv) will not apply to any Created Content that is wholly original to Rallio).
3. Warranties; Disclaimer
Each party represents and warrants that:
(i) it is a corporation or other legally organized entity in good standing under the laws of the state in which it was formed;
(ii) it has the power and authority to execute, deliver, and perform its obligations under this Agreement;
(iii) it will comply with all applicable laws, regulations, and third-party rights (including privacy rights); and
(iv) this Agreement is a valid and binding obligation enforceable against such party.
Rallio warrants that the Services provided shall be performed in a highly professional manner, in all material respects in accordance with this Agreement, and in accordance with any specifications agreed to by the parties in writing. If any Services do not materially conform to the requirements above or to those in the Order Form, and Client notifies Rallio in writing within thirty (30) days following completion of the Services, Rallio shall, as Client’s sole remedy, use commercially reasonable efforts to re-perform or otherwise correct such non-conformity at no additional charge.
EXCEPT AS SET FORTH IN THIS PARAGRAPH, ALL SERVICES AND DELIVERABLESARE PROVIDED “AS IS,” AND RALLIO DISCLAIMS ALL OTHER WARRANTIES OF ANYKIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIEDWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.THIS DISCLAIMER SHALL NOT APPLY WHERE PROHIBITED BY LAW.
4. Limitation on Liability
THE PARTIES AGREE THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR:
(i) INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IFFORESEEABLE; OR
(ii) AMOUNTS IN EXCESS OF THE FEES PAID BY CLIENT TO RALLIO UNDER THEORDER FORM (OR $1,000.00 IF NO FEES HAVE BEEN PAID).
This limitation shall not apply to breaches of Section 6 or indemnification obligations. The foregoing shall not apply where prohibited by law.
5. Fees; Payment
Client shall pay Rallio in accordance with the pricing schedule outlined in the Order Form. Unless otherwise stated, payment is due in full within thirty (30) days from the date of Rallio’s invoice.
In the event of a dispute, Client shall notify Rallio in writing within five (5) business days, describing the nature of the dispute and the disputed amount. Client shall pay the undisputed portion within the stated terms.
Client agrees that Rallio may assess a late fee equal to the lesser of:
(i) 1.5% of the delinquent amount per 30 days, or
(ii) the maximum rate allowed by law, plus all collection costs.
6. Confidentiality
Any business, technical, or other information disclosed by a party that is marked confidential, or should reasonably be understood to be confidential, is considered “Confidential Information.”
Each party agrees to:
(i) maintain the confidentiality of such information (not disclosing it to any third party except as necessary for performance of the Order Form); and
(ii) use it only to fulfill the terms of this Agreement.
All Rallio pricing, fees, and performance metrics are Rallio’s Confidential Information. This section does not apply to information that becomes public through no fault of the receiving party or is independently developed.
No intellectual property rights are transferred under this section.
7. Feedback
If Client provides suggestions, ideas, improvements, or other feedback regarding the Services(“Feedback”), Client grants Rallio (and its successors, licensees, and assigns) a non-exclusive, perpetual, irrevocable, sublicensable, transferable, royalty-free, fully paid-up worldwide license to use and exploit such Feedback. No intellectual property rights are transferred under this section.
8. Term; Termination
Unless otherwise set forth in the Order Form, this Agreement becomes effective on the effective date and remains in effect for one (1) year. It will automatically renew for successive terms of equal length unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.
Either party may terminate this Agreement or Order Form if the other party materially breaches and fails to cure the breach within thirty (30) days after written notice (or five (5) days in the case of non-payment), provided the notice includes sufficient detail and states the intent to terminate.
If this Agreement is terminated due to breach, the Order Form also terminates. If the Agreement expires naturally or via non-renewal, its terms remain in effect for the remaining term of any active Order Form.
Rallio may suspend Services if Client fails to pay and does not cure within forty-eight (48) hours after notice (including email). Sections on liability, warranty disclaimers, indemnity, confidentiality, and payment shall survive termination.
9. Client Indemnity
Each party agrees to indemnify and hold the other harmless from all claims, damages, losses, costs, and expenses (including attorneys’ fees) arising out of:
(i) any actual or alleged breach of this Agreement;
(ii) any negligent, reckless, or willful act or omission, including defects in materials or services provided; or
(iii) any content, accounts, products, or services of the indemnifying party.
10. Force Majeure
Except for payment obligations, neither party shall be liable for delays caused by events beyond their reasonable control, including acts of God, labor disruptions, war, government action, inability to obtain permits, fire, infrastructure failure, or transportation delays.
If Rallio is unable to provide Services due to force majeure, associated fees will be discounted on a pro-rated basis.
11. [Reserved]
Section 11 of the Terms and Conditions is hereby deleted in its entirety.
12. General
The parties are independent contractors. Nothing herein shall be interpreted as creating a partnership, joint venture, employment, or agency relationship.
Neither party may assign this Agreement without the other’s prior written consent, except in connection with a sale of all or substantially all of its business or assets. This Agreement binds and benefits each party and their respective successors and assigns.
All notices must be in writing and delivered to the address specified in the Order Form, or to an updated address by written notice. Notices are deemed received:
- When delivered personally
- When receipt is confirmed, if faxed
- One day after dispatch by overnight courier
- Upon receipt, if sent by registered mail
- By email where expressly permitted
This Agreement (including any Order Forms or SOWs) represents the entire understanding between the parties. In the event of a conflict, the Order Form or applicable schedule/SOW will control.
Any modifications must be in writing and signed by both parties. If any provision is found unenforceable, it will be limited or removed as necessary, and the remainder will remain in full force.
This Agreement is governed by the laws of California. Except for claims involving IP or injunctive relief (which may be brought in court), all disputes shall be resolved through arbitration with JAMS in Orange County, California. Arbitration shall be conducted in English and may be enforced in any court. If a dispute is not legally arbitrable, it shall be resolved in the state or federal courts of Orange County, California.
