RALLIO
TERMS AND CONDITIONS
The terms and conditions set forth by SocialWise, Inc., d.b.a. Rallio in the Client Agreement (“Agreement”),
between SocialWise, Inc., d.b.a. Rallio, a corporation having a principal place of business at 300 Spectrum
Center Drive Suite 950, Irvine, California 92618 and its affiliates (“Rallio”) and “Client”.
WHEREAS, Rallio has developed and is the proprietary owner of a technology platform relating to social
media (“Rallio Technology Platform” and/or “Revv Reputation Platform”);
WHEREAS, Client desires to utilize the Rallio Technology Platform and/or Revv Reputation Platform
and content (as more particularly described herein) with various users (“Users”);
NOW THEREFORE, in consideration of the mutual covenants, terms and conditions hereafter set forth,
the parties agree as follows:
1. INTENT. This Agreement sets forth the terms and conditions under which Rallio authorizes Client a
non-transferable, non-assignable, non-exclusive license to utilize and to provide and/or obtain access to
information and web-based content provided from various sources
(“Content”) through the Rallio
Technology Platform and/or Revv Reputation Platform.
2. PRICING.
2.1. Pricing and associated Services are set forth in Exhibit A, entitled “Services & Pricing
Information”, that is incorporated by reference herein.
2.2. Standard payment terms are included in Exhibit A.
3. PAYMENT. Client agrees to pay Rallio the fees and abide by the payment terms set forth in Exhibit
A. Payments may be either one time charges or established as an automatic, recurring amount charged to
client’s debit or credit card. When Client inputs their credit card information into the Rallio website, that
authorizes Rallio to electronically debit client’s listed account for amounts due and owing between Rallio
and Client. The authorization shall permit Rallio to collect both variable and fixed recurring amounts and
also variable and fixed one-time amounts that may be due from time to time between Rallio and Client. This
authorization shall remain in place unless and until rescinded by Client via a written directive to
Rallio, at least five (5) days prior to any date in which any electronic funds transfer is to occur, in
order to permit Agent sufficient time to act on it. In the unlikely event your payment is returned unpaid,
Rallio may elect to electronically re-present client’s payment up to two more times. Client also understands,
agrees and authorizes or permits Rallio to collect a return processing charge by the same means, in an
amount not to exceed that as permitted by state law. If Client should have any questions concerning this
payment transaction, Client may contact Rallio at 949-861-3900 during normal business hours 9am - 5pm
Monday - Friday.
4. PROPRIETARY RIGHTS.
4.1. Client acknowledges Rallio’s (or its licensors’) sole ownership of the Rallio Technology Platform
and/or Revv Reputation Platform, Content provided by Rallio and all Rallio intellectual property, (including
all Rallio copyrights, patents, trademarks, and trade names) and all rights are reserved thereto. Rallio retains
full title to and ownership rights in the Rallio Technology Platform and/or Revv Reputation Platform,
Content provided by Rallio as well as the Rallio intellectual property and any access thereto or use thereof.
Unless otherwise stated herein or agreed upon in writing, Rallio will obtain and retain full title to and
ownership in any modifications, improvements and/or enhancements made to the Rallio Technology
Platform and/or Revv Reputation Platform.
Client Agreement
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TERMS AND CONDITIONS
4.2. Client shall not do anything inconsistent with Rallio’s ownership rights or use of its trademarks,
Rallio’s trademarks in a disparaging or misleading manner. Client shall not use such trademarks in a manner
that would cause any infringement of any intellectual property of Rallio. If Client takes any action that will
interfere with or diminish Rallio’s right, title and/or interest in its trademark(s), trade name(s), patent(s),
copyright(s) and/or other Intellectual Property rights such conduct will be considered a material breach of
this Agreement. Client agrees to comply with Rallio’s policies regarding the manner and use of the Rallio’s
trademarks, trade names, patents, copyrights and/or other Intellectual Property rights. Client shall not adopt,
use or register Rallio’s marks and/or names as part of a corporate name or other mark, or register any mark or
other intellectual property.
4.3. Client shall not manufacture, duplicate, translate, reverse engineer or decompile, or in any manner
interfere, with the intellectual property rights of Rallio.
5. TERM AND TERMINATION.
5.1. Term of this agreement is one (1) year with auto renewal at then current pricing. Client shall
notify Rallio with written notice sent to hello@rallio.com no less than 60 days prior to the end of the annual
term if the preference is not to renew.
5.2. Any outstanding obligation to make payment to Rallio survives any termination or expiration of
this Agreement. In the event of termination of this Agreement for any reason, all outstanding obligations to
make payments to Rallio shall become due and payable within Thirty (30) days.
6. OWNERSHIP: CONFIDENTIALITY.
6.1. Client acknowledges that the Rallio Technology Platform and/or Revv Reputation Platform,
including any modification, derivative works or revisions developed by Rallio thereto, and any
documentation or information provided by Rallio relating thereto, are the valuable confidential property of
Rallio (“Confidential Information”) and are protected by the copyright, trade secret and/or other laws of the
United States and individual states.
6.2. Notwithstanding the foregoing, Rallio may gather information regarding Users and obtain input,
feedback, testimonials and other information from Users for Rallio’s business purposes in accordance with
the Rallio Privacy Policy. It is understood that Users will be receiving information regarding products and
services offered by Rallio.
7. WARRANTIES.
7.1. The warranties and/or remedies, if any, stated in the Terms of Use constitute Client’s sole and
exclusive warranties and remedies for breach of any such warranties.
Client Agreement
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7.2. EXCEPT AS EXPRESSLY SET FORTH IN THE APPLICABLE TERMS OF USE, THE USE
OF THE RALLIO TECHNOLOGY PLATFORM AND/OR REVV REPUTATION PLATFORM “AS IS”
AND RALLIO MAKES NO WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, INFRINGEMENT AND/OR FITNESS FOR A PARTICULAR PURPOSE. BY
USING OR RESELLING THE ACCESS TO THE RALLIO TECHNOLOGY PLATFORM AND/OR
REVV REPUTATION PLATFORM, CLIENT ACKNOWLEDGES THAT CLIENT ASSUMES FULL
RESPONSIBILITY FOR THE SELECTION, CONFIGURATION AND/OR USE OF THE SOFTWARE,
THE RALLIO TECHNOLOGY PLATFORM AND/OR REVV REPUTATION PLATFORM TO
ACHIEVE THE USER’S INTENDED PURPOSES, FOR RECEIPT OF PROPER TRAINING AND
CERTIFICATION, AND FOR VERIFYING THE RESULTS OBTAINED FROM THE USE THEREOF.
Client Agreement
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8. INDEMNIFICATION.
Client and/or User shall indemnify, defend and hold Rallio harmless from and against any claims,
demands, liabilities, losses, damages, costs, expenses and/or judgments awarded by a court of final
jurisdiction, or settlements, including without limitation, costs and expenses related thereto, interest,
penalties, court costs, attorneys' fees and expenses, directly or indirectly arising out of claims by third parties
relating to any act or omission to act made by Client and/or any User hereunder, any provision, use and/or
access to Content, Rallio Technology Platform and/or Revv Reputation Platform, and Services, whether such
action is brought by Client, User and/or any other third party. Any reimbursements made under this
Agreement may be demanded on an as-needed and ongoing basis as the costs are incurred and cannot be
delayed until the conclusion of any lawsuit or other dispute resolution method. Client will provide prompt
notice of any Claim and provide reasonable assistance to Rallio in the defense of the Claim to the extent they
have prior knowledge or notice. Rallio may choose, in its sole discretion, to assume control over any
litigation or settlement for any Claim. Further, Client will not discontinue or settle any claim in a manner that
does not unconditionally release Rallio without Rallio’s prior written consent.
9. LIMITATION OF LIABILITY.
9.1. IN NO EVENT SHALL RALLIO BE LIABLE TO CLIENT, OR USER FOR INDIRECT,
SPECIAL, EXEMPLARY, INCIDENTAL, TORT, CONSEQUENTIAL, PUNITIVE, COMPENSATORY,
COVER DAMAGES OR SIMILAR TYPES OF DAMAGES, INCLUDING (WITHOUT LIMITATION)
LOST PROFITS OR LOSS OF GOODWILL, COSTS OF DELAY, ANY FAILURE OF DELIVERY,
COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD
PARTIES ARISING FROM ANY SOURCE, WHETHER OR NOT RALLIO, CLIENT, OR SUCH
LICENSEES OR USERS HAVE BEEN ADVISED OF OR ARE AWARE OF THE POSSIBILITY OF
SUCH DAMAGES. IN THE EVENT THAT RALLIO IS FOUND LIABLE FOR ANY DAMAGES,
WHETHER BASED ON ANY DEFECT OR NONCONFORMITY IN THE RALLIO TECHNOLOGY
PLATFORM, ANY CONTENT AND/OR OTHERWISE, ITS TOTAL LIABILITY SHALL NOT EXCEED
ANY FEES PAID BY CLIENT TO RALLIO FOR THE DEFECTIVE ITEM PROVIDED BY RALLIO,
AMORTIZED EVENLY OVER A FIVE (5) YEAR PERIOD OF TIME.
9.2. Rallio Content Waiver.
9.2.1. No Warranty on Content. Rallio makes no warranty that the information and content
available on the Rallio Technology Platform or procured by Rallio for its use and provided on the Rallio site
(“Information”) is accurate. Rallio does not edit, review, or exercise any control over the creative or research
process of content providers. To the extent any Content constitutes an opinion, professional or otherwise, it
does not reflect the official opinion of Rallio or its affiliates. Rallio is merely a conduit for the Information
and content. Rallio is not a licensed professional and the reading of its material shall not form a confidential
relationship of any kind with its reader.
9.2.2. Accuracy/Reliability. None of Rallio, its affiliates, or their respective officers, directors, and
employees, will be liable for any damages suffered or incurred by the Clients, any User or any third party
arising out of any inaccuracies, errors or omissions on the platform or its Content.
9.3 Social Media Platforms
9.3.1. Rallio has no control over the policies of social media platforms with respect to the type of
content that they accept now or in the future.
9.3.2. Occasionally, social media platforms will change layout formatting or functionality for no
apparent or predictable reason. Rallio will re-optimize the social presence based on the current policies of the
social media platform within a reasonable period of time.
Client Agreement
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10. DISPUTE RESOLUTION. With respect to any controversy or claim arising out of or in any way
related to this Agreement, the parties agree in good faith to attempt to resolve such dispute before entering
into any formal legal proceeding by providing written notice and entering into good faith discussions and
negotiation with its respective management. If the issue or dispute has not been resolved within ten (10)
days of the date of written notice thereof to the other party of the issue or dispute (or longer period as may be
agreed to between the parties), then such issue or dispute shall be resolved by mediation in accordance with
applicable American Arbitration Association Mediation Rules. The parties will agree on a mediator who has
experience in the relevant industry. If the matter has not been resolved within twenty (20) days of the
mediation, the controversy and/or the issues that have not been otherwise resolved shall be settled by binding
arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
The parties will each select an arbitrator, and the arbitrators shall jointly select a third arbitrator. The
arbitration proceeding will take place in Orange County, California. The arbitration award shall be binding
and valid upon the parties, and the judgment thereon may be entered as the final judgment in any court of
competent jurisdiction.
11. GENERAL PROVISIONS.
11.1. Attorneys’ Fees. In the event of a dispute, the prevailing party in any proceeding shall be
entitled to reasonable attorney fees and costs of the legal proceedings in addition to any other relief to which
it may be entitled if the adjudicator of the dispute deems such fees and costs are appropriately warranted in
regard to the legal proceeding.
11.2. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of California, excluding its conflicts of law rules. This Agreement will be interpreted,
construed, and enforced in all respects in accordance with the laws of the State of California, without
reference to its choice of law principles to the contrary. Client will not commence or prosecute any action,
suit, proceeding or claim arising under or by reason of this Agreement other than in the state or federal courts
located in Orange County, California. Client irrevocably consents to the jurisdiction and venue of the courts
identified in the preceding sentence in connection with any action, suit, proceeding, or claim arising under or
by reason of this Agreement. To the extent permitted by applicable law, each party agrees that it will not
bring or participate in any class action against the other party or its partners or affiliates relating to this
Agreement or the services and Technology Platform described herein and each party hereby waives any
rights to bring such claims.
12. ENTIRE AGREEMENT. Except as explicitly provided herein, this Agreement constitutes the
entire understanding of the parties with respect to its subject matter. Upon acceptance of this Agreement,
any prior agreements, written or oral, between the parties shall terminate. This Agreement shall not be
modified except by a written instrument, signed on behalf of each party. No term of this Agreement shall be
deemed waived and no breach consented to or excused, unless done so in a written instrument signed by the
party claimed to have waived or consented. Any consent, waiver or excuse of a breach shall not constitute a
consent to, waiver of or excuse of any other different or subsequent breach, whether or not of the same kind
as the original breach. If any provision of this Agreement is held to be contrary to law or public policy or
otherwise unenforceable, the remaining provisions shall remain in full force and effect, and the invalid
provision shall remain in force as reformed.
Client Agreement
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Exhibit A
SERVICES & PRICING INFORMATION
1. Services
Manage and Grow Membership: Starting from the date of the execution of this agreement, Rallio
will respond to all incoming reviews on the review sites that are connected in the Rallio technology.
Rallio will grow the local Facebook page following to improve local brand awareness. Rallio will
also boost top performing content to improve engagement. Rallio will supply Client with a monthly
report.
Personalize and Engage Membership: Starting from the date of the execution of this agreement,
Rallio will create 3 custom, local content packages per week. Rallio will respond to all incoming
reviews on the review sites that are connected in the Rallio technology. Rallio will grow the local
Facebook page following to improve local brand awareness. Rallio will also boost top performing
content to improve engagement. Rallio will supply Client with a monthly report.
2. Pricing
Manage and Grow Membership: Client may chose to pay a monthly recurring fee of one hundred and
forty seven dollars ($147) with no long term commitment. This package is often priced promotionally at
one hundred and twenty five dollars ($125) per month.
Annual Up-Front Option: Client may chose to pay annual up front for the Manage and Grow
membership. This options saves Client 2 months worth of services, totaling one thousand four
hundred and seven dollars ($1470).
Personalize and Engage Membership: Client may chose to pay a monthly recurring fee of three
hundred and forty seven ($347) with no long term commitment. This package is often priced
promotionally at three hundred and twenty five dollars ($325) per month.
Annual Up-Front Option: Client may chose to pay annual up front for the Complete Package.
This options saves Client 2 months worth of services, totaling three thousand four hundred and
seventy dollars ($3,470).
Client Agreement
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