RALLYPOINT NETWORKS, INC.

TERMS OF SERVICE

These Terms of Service (“Agreement”) describes the terms and conditions on which RallyPoint provides the information, features and services available on or through the RallyPoint website (collectively, the “Service” or the “Services”) to you, the users of the Service (“you” or “User”).  You should read this Agreement carefully. By indicating acceptance of this Agreement or by otherwise using the Services or this Website, you are entering into a legally binding agreement with RallyPoint.   If you do not agree to these terms and conditions, you must not use the Website.

1. Registration.

In order to participate in many of the features available on the Service, such as creating a profile, posting job opportunities, connecting with other Users, leaving comments or submitting content, you must create an account and register with us.  If you register as a User or otherwise use the Services, you represent and warrant to RallyPoint that: (i) you are of legal age to form a binding contract; (ii) you will provide RallyPoint with accurate, current and complete registration information; and (iii) your registration and your use of the Services is not prohibited by law.  You are responsible for your own registration and all use of the Services under it.  Sharing passwords with any other person is not permitted. 

2. Service Eligibility.

To be eligible to use the Services, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a RallyPoint account; (3) are not a competitor of RallyPoint or are not using the Services for reasons that are in competition with RallyPoint; (4) will only maintain one RallyPoint account at any given time; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of RallyPoint, including intellectual property rights such as copyright or trademark rights; and (8) (a) are currently an active duty member of the United States military or a member of the military reserve component, or (b) have been granted access through our employer portal or special access portal. 

3. Proprietary Materials and Ownership.

The Services and the RallyPoint website and online application are the property of RallyPoint.  Without limitation of the foregoing, all the text, images, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content on this website other than User Content as defined below (collectively, the “Site Content”), and all software embodied in the RallyPoint website or mobile application or otherwise used by RallyPoint to deliver the Services (“Software”) is proprietary to us or to third parties and are protected by copyright and other intellectual property laws.  Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of the Software or Site Content (collectively, the “RallyPoint Property”) is prohibited.  You may be subject to criminal or civil penalties for violation of this paragraph.

The marks RALLYPOINT and RP RALLYPOINT are registered or unregistered trademarks of RallyPoint, and they may not be used in connection with any service or products other than those provided by RallyPoint, in any manner that is likely to cause confusion among Users, or in any manner that disparages or discredits RallyPoint.  The Services may also feature the trademarks, service marks, and logos of RallyPoint or third parties, and each owner retains all rights in such marks.  Any use of such marks, or any others displayed on the Services, will inure solely to the benefit of their respective owners.

4. License to Use the Services.

RallyPoint authorizes you to access, view and use the Services and RallyPoint Property to the extent necessary for your personal, non-commercial use of the Services, subject to the payment of any applicable fees.  You may not remove any copyright, trademark or other proprietary notices that have been placed on the RallyPoint Property.  Changing, copying, redistributing, republishing, uploading, posting, transmitting, distributing or otherwise exploiting in any way the RallyPoint Property, or any portion of the RallyPoint Property, is strictly prohibited without the prior written permission of RallyPoint, unless this Agreement otherwise expressly allows you to do so.

You warrant and agree that your use of the Services will be consistent with this Agreement and will not infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties.  You will comply with all applicable laws, regulations and ordinances relating to the Services, the RallyPoint Property or your use of them, and in using the Services you will not engage in any conduct that restricts or inhibits any other person from using or enjoying the Services.

You are responsible for obtaining and maintaining the computer and other equipment you use to access the Services, and for paying for such equipment and any telecommunications charges.  We are not liable for any loss or damage you suffer arising from damage to equipment used in connection with use of the Services.

5. User Content

In connection with using the Services, you may upload, post, or submit to RallyPoint, or distribute using RallyPoint, photographs, text, graphics, video, audio, and other materials and information (collectively, “User Content”).  The User Content remains your property, and RallyPoint does not claim any ownership of the copyright or other proprietary rights in such information and User Content.  Notwithstanding the foregoing, you agree that:

(a)            you are publishing and making your User Content publicly available for viewing by third parties on a non-confidential basis, that your User Content may be associated with your RallyPoint username, and that accordingly your User Content will be attributable to you, that third parties will gain access to your User Content through the Services, and RallyPoint shall in no event be liable to you for any use or misuse of your User Content by any third party;
(b)           you grant RallyPoint a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable license, with right to sublicense through multiple tiers, to copy, edit, modify, use, publish, distribute, prepare derivative works, publicly perform, publicly display and otherwise exploit the User Content in connection with operation of the Services, promotion of the Services, and any other purposes reasonably related to using the Services and participation in promotions and advertising of RallyPoint and its partners.
(c)            all users of the Services have the right to access your User Content, and to copy, modify, use, publish, distribute, prepare derivative works, publicly perform, publicly display and otherwise exploit the User Content for personal, non-commercial use;
(d)           you represent and warrant that you own all proprietary rights in your User Content or, with respect to any User Content you do not own, you have the full authority and right to post the User Content and to grant the licenses granted hereunder, and that your posting of the User Content, and the exercise by RallyPoint and Users of the license rights granted by you shall not infringe any third party intellectual property rights, nor violate any rights of privacy or publicity, nor be defamatory, libelous, vulgar, profane or obscene, nor violate any law or other right, privilege or interest of any third party;
(e)            if any royalties are payable to any third party for exploitation of User Content posted by you in accordance with the licenses granted by you in this Agreement, you shall be responsible for and pay such royalties;
(f)            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; and
(g)            You will provide accurate information to us and update it as necessary.

RallyPoint merely distributes User Content and does not control it.  Any opinions, advice, statements, services, offers or other content included within User Content are those of the respective authors or distributors, and not RallyPoint, and RallyPoint is not responsible for the accuracy or reliability of User Content.  RallyPoint is under no obligation to edit or control User Content that you and other users post or distribute, and will not be in any way responsible or liable for User Content.  RallyPoint does not vet or control the Users or other individuals that use the Services.  You access and use User Content at your own risk, and RallyPoint shall not be liable for any loss or damage that any person may suffer as a result of using the Service or using or relying on the User Content.  Users should exercise caution in interacting with unknown persons that they meet using the Services in the same way that they would exercise caution in the physical world.  RallyPoint will make reasonable effort to verify the military affiliation of its users, but does not have any obligation to verify the identity of the persons subscribing to its services.

6. Connections and Interactions with other Users.

You are solely responsible for your interactions with other users.  RallyPoint may limit the number of connections you may have to other users and may, in certain circumstances, prohibit you from contacting other users through the use of the Services or otherwise limit your use of the Services.  RallyPoint reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if RallyPoint determines, in our sole discretion, that doing so is necessary to enforce this Agreement.

7. Services Restrictions.

7.1       You shall not:

(a)        Use, upload, post, distribute or transmit, any User Content in violation of, or in connection with any violation of, any local, state, national or international laws;

(b)       Impersonate any person or entity, or forge or manipulate headers to disguise the origin of any User Content;

(c)        Except as otherwise permitted by this Agreement, harvest or otherwise collect information about others, including email addresses, without their consent;

(d)       Post any User Content more than once or “spam”;

(e)        Post any User Content that contains an endorsement, advertising or promotional material or constitutes commercial activity of any sort;

(f)        Engage in any other conduct that interferes with the Services or that restricts or inhibits any other person from using or enjoying any User Content, or the Services, or which, in RallyPoint’s sole judgment, exposes RallyPoint or any of their officers, directors, employees or agents to any liability or detriment of any type;

(g)        Invite users you do not know to connect to or join RallyPoint;

(h)       Create multiple or false profiles;

(i)        Upload a profile image that is not your likeness or a head-shot photo;

(j)        Use, upload, post, distribute or transmit or otherwise make available or initiate any content that falsely states, impersonates or otherwise misrepresents our identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present;

(k)       Use, upload, post, distribute or transmit that includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships; or

(l)        Post jobs in a manner that does not comply with applicable local, national and international laws, including but not limited to laws relating to labor and employment, equal employment opportunity and employment eligibility requirements, data privacy, data access and use, and intellectual property.

7.2       You shall not submit, post, upload to, distribute through or otherwise use in connection with the Services any User Content that:

(a)        Is libelous, vulgar, defamatory, threatening, abusive, scandalous, obscene, pornographic or unlawful or that encourages a criminal offense;

(b)       Contains material from other copyrighted works without the written consent of the owner of such copyrighted material, other than reasonable excerpts permitted under the copyright doctrine of fair use;

(c)        Infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party;

(d)       Contains any statement, formula, direction, recipe, prescription or other matter that involves a reasonably foreseeable risk of injury or damage to the material’s readers or others;

(e)        Promotes any goods or services of any competitors to RallyPoint, or encourages any other users of the Service to become users or Users of any such competitors;

(f)        Contains any software viruses or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;

(g)        Is anything other than UNCLASSIFIED information.

7.3       RallyPoint reserves the right (but is not obligated) to do any or all of the following:

(a)        Record User Content;

(b)       Investigate any allegation that User Content or User registration information does not conform to the terms and conditions of this Agreement;

(c)        remove User Content or User registration information that is abusive, illegal or disruptive, or that otherwise fails to conform to the terms and conditions of this Agreement;

(d)       monitor, edit, modify, reformat, excerpt, translate or disclose any User Content or User registration information, subject always to the RallyPoint Privacy Policy; or

(e)        edit or delete any User Content or User registration information, regardless of whether such content violates any terms and conditions of this Agreement.

RallyPoint has no liability or responsibility to users of the Services or any other person or entity for performance or nonperformance of the aforementioned activities.

8. Minors.

Use of the Services is not directed to users under the age of 18.  If you are under the age of 18, you are not permitted to register as a User or to send personal information to RallyPoint.

9. Third Party Websites.

The RallyPoint website may contain links to third-party websites.  The linked sites are not under our control, and we are not responsible for the contents of any linked site.  We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by RallyPoint.  You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.

10. Affiliate Marketing Commissions

The Services may, from time to time, discuss products of third parties.  In some circumstances RallyPoint will publish a link to a vendor from whom the products can be purchased.  RallyPoint may receive a commission if you purchase products by using hyperlinks featured on the Service. 

11. Ideas Submitted to RallyPoint.

RallyPoint is pleased to hear from you and welcomes your comments about the Services.  In the event that you submit ideas or suggestions for the Services (“Services Comments”), the Services Comments will be deemed, and will remain, the sole property of RallyPoint.  None of the Services Comments will be subject to any obligation of confidence on the part of RallyPoint, and RallyPoint will not be liable for any use or disclosure of any Services Comments.  Without limiting the foregoing, RallyPoint will be entitled to unrestricted use of the Services Comments for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Services Comments. 

12. Warranty Exclusions and Limitations of Liability.

RallyPoint may pause or interrupt the Services at any time, and users should expect periodic downtime for updates to the Services.  RALLYPOINT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i)ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii)THAT THE SERVICES AND RALLYPOINT PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, AND (iii)AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICES OR THE COPMANY PROPERTY.  No advice or information, whether oral or written, obtained by you from RallyPoint or through the Services will create any warranty not expressly stated herein.

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM RALLYPOINT ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICES OR THE RALLYPOINT PROPERTY, EVEN IF RALLYPOINT HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

RALLYPOINT’S MAXIMUM LIABILITY TO YOU FOR ANY DAMAGES OR LIABILITY ARISING IN CONNECTION WITH THE SERVICES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE A REFUND OF THE AMOUNT PAID BY YOU FOR THE RELEVANT SERVICES.  IN ANY EVENT, THE MAXIMUM AGGREGATE LIABILITY OF RALLYPOINT FOR ANY AND ALL DAMAGES ARISING FROM THE SERVICES OR THE RALLYPOINT PROPERTY SHALL BE THE AMOUNT OF $10, WHETHER THE CLAIM AROSE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

13. Indemnity; Liquidated Damages

User shall defend, indemnify and hold harmless RallyPoint against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees arising in connection with User’s use of the Services or User’s breach of any provision of this Agreement.  RallyPoint reserves the right the assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to provide indemnification hereunder.  You will cooperate with RallyPoint with respect to such defense and settlement.

Without limitation of any other rights or remedies of RallyPoint under this Agreement, if you breach this Agreement by conducting any marketing on the Services, including without limitation by including endorsements or advertising in any User Content, RallyPoint reserves the right to collect from you, as liquidated damages and not as a penalty, a “Prohibited Advertising Charge” of $5,000 for each violation.  You acknowledge that the Prohibited Advertising Charge is a reasonable pre-estimate of RallyPoint’s losses that has been fixed in advance due to the difficulty of calculating the actual losses to RallyPoint and damage to its reputation in the event of prohibited marketing in User Content.  You will pay any Prohibited Advertising Charges promptly after the receipt of an invoice from RallyPoint. 

14. Link to the Privacy Policy.

RallyPoint is concerned about user privacy and operates the Services under the PRIVACY POLICY published at www.RallyPoint.com/privacy.  We urge you to read this policy now and, because the policy is updated from time to time, later at your convenience.

15. Digital Millennium Copyright Act.

RallyPoint complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended).  If you have any complaints or objections to material posted on the Services you may contact our Designated Agent at the following address:

RallyPoint

Attn: Copyright Office

60 Harvard Way

Boston, MA 2163

 

Any notice alleging that materials hosted by or distributed through the Services infringe intellectual property rights must include the following information:

(a)        an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

(b)       a description of the copyrighted work or other intellectual property that you claim has been infringed;

(c)        a description of the material that you claim is infringing and where it is located on the Services;

(d)       your address, telephone number, and email address;

(e)        a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright owner, its agent, or the law; and

(f)        a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Counter Notices

If material that you have posted to the Services has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following:

(g)        a physical or electronic signature of the subscriber;

(h)       identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(i)        a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

(j)        your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which RallyPoint may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.

16. Applicable Law and Jurisdiction; Compliance.

You and RallyPoint agree that all matters arising from or relating to the use and operation of the Services will be governed by the substantive laws of The Commonwealth of Massachusetts, without regard to its conflicts of laws principles.  You agree that all claims you may have arising from or relating to the operation, use or other exploitation of the Services will be heard and resolved in the federal and state courts located in Massachusetts.  You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any object to proceeding in such courts.  If you gain access to the Services from locations other than Massachusetts, you will be responsible for compliance with all local laws of any such other location, and in no event will you use the Services or Site Content in violation of U.S. export laws or regulations.

17. Suspension; Modifications and Termination

RallyPoint reserves the right to suspend your password and/or access to the Services at any time if it believes you are in breach of this Agreement.  RallyPoint reserves the right to terminate or modify this Agreement, terminate the Services or modify any features or aspects of the Services, or modify its policies at any time, with or without notice to you.  If you use the Services, you shall be bound by the version of the Agreement in effect at the time of your use.  You are under an obligation to review the current version of this Agreement and other published RallyPoint policies before using the Services.  Sections 2, 3, 5, 6, 10, 11-19, any accrued rights and remedies, and any other provisions that by their nature require survival in order to be effective, shall survive the termination or expiration of this Agreement.

18. Force Majeure

In no event shall RallyPoint be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside RallyPoint’s reasonable control.

19. Third Party Beneficiaries

The provisions of Sections 2, 3, 5, 6, 10, 11, 12 and this Section 18, of this Agreement are entered into for the benefit of RallyPoint, its third party licensors, and each of them shall have the right to enforce such provisions of this Agreement directly against you to protect their interests.  Except as stated in the preceding sentence, there shall be no third party beneficiaries to this Agreement.

20. Miscellaneous Provisions.

No delay or omission by RallyPoint in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by RallyPoint of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained.  As used in this Agreement, “including” means “including but not limited to” and the term “partner” is used solely to denote another entity with which RallyPoint has a sponsorship or similar contractual arrangement.  If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.  Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between you and RallyPoint regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter.  Your registration, this Agreement and your rights and obligations hereunder are not assignable or transferable by you to any third party without the prior written consent of RallyPoint.  We may assign this Agreement to any purchaser of the RallyPoint business.  This Agreement may be executed electronically, and your electronic assent or use of the Services shall constitute execution of this Agreement.  You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.

Effective Date of Terms:        August 1, 2012.