Terms and Conditions

1. About These Terms

These Terms and Conditions ("Terms") govern your access to and use of the Rally platform and website at rallyhq.ai (the "Service"), operated by Rally Technologies Pty Ltd (ABN: 12 660 772 369) ("Rally", "we", "us", or "our").

We reserve the right to amend these Terms at any time. We will provide at least 30 days notice of any material changes. Your continued use of the Service after changes take effect constitutes your acceptance of the updated Terms.

2. The Service

Rally provides a software-as-a-service investor relations platform for ASX-listed companies, including a white-labelled investor portal, shareholder CRM, email campaign tools, ASX announcement feeds, and analytics dashboard.

Rally grants you a non-exclusive, non-transferable right to access and use the Service for the purpose of managing your company's investor relations activities, subject to these Terms and payment of the applicable subscription fee.

3. Account Registration

To access the Service you must register an account and provide accurate information including your name, company name, ASX ticker code, and email address. You agree to keep your registration details accurate and up to date.

You are responsible for maintaining the security of your account credentials. You must notify us immediately at team@rallyhq.ai if you become aware of any unauthorised access to your account.

We reserve the right to suspend or terminate your account if we become aware that your registration details are inaccurate or if you breach these Terms.

4. Subscription and Billing

4.1 Free trial

We offer a 14-day free trial. A valid credit card is required to commence your trial. You will not be charged until your trial period ends. If you do not cancel before the end of your trial, your subscription will automatically commence and your card will be charged at the applicable monthly rate.

4.2 Subscription fees

Subscription fees are charged monthly in advance based on your selected plan tier. All fees are in Australian dollars and are GST-inclusive.

4.3 Automatic renewal

Your subscription will automatically renew each month unless you cancel before the end of the current billing period. Cancellation takes effect at the end of the current billing period and you will retain access to the Service until that date.

4.4 No refunds

All subscription fees are non-refundable. There are no refunds for partial months or unused portions of a subscription period. You may cancel at any time to prevent future charges.

4.5 Price changes

We may change subscription fees from time to time. We will provide at least 30 days written notice of any price changes. Continued use of the Service after a price change takes effect constitutes your acceptance of the new price.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not use the Service to:

• Send unsolicited, misleading, or deceptive communications to shareholders or investors
• Upload or transmit any content that is defamatory, fraudulent, or in violation of any applicable law
• Violate any ASX Listing Rules or continuous disclosure obligations
• Infringe the intellectual property rights of any third party
• Introduce viruses, malware, or other harmful code to the platform
• Attempt to gain unauthorised access to any part of the Service or its underlying infrastructure
• Use the Service to develop a competing product or service
• Resell or sublicense access to the Service to any third party

We reserve the right to suspend or terminate your access to the Service immediately if we reasonably believe you are in breach of this clause.

6. Your Data and Content

You retain all rights to the data and content you upload to the Rally platform, including shareholder data, company documents, and communications ("Customer Data").

You grant Rally a limited, non-exclusive licence to access, store, and process your Customer Data solely for the purpose of providing the Service to you.

You are solely responsible for ensuring that:

• You have the legal authority to upload and use shareholder and investor data within the Service
• Your use of the Service complies with the Australian Privacy Act 1988, the Australian Privacy Principles, the Spam Act 2003, and any applicable ASX Listing Rules
• All communications sent through the Service to shareholders and investors are accurate, not misleading, and comply with applicable laws

Rally is a technology platform only. We are not responsible for the content, accuracy, or legality of any communications you send through the Service.

7. Intellectual Property

All intellectual property rights in the Rally platform, including its software, design, features, and documentation, remain the property of Rally Technologies Pty Ltd. These Terms do not transfer any intellectual property rights to you.

You may not copy, modify, reverse engineer, or create derivative works based on any part of the Service without our prior written consent.

8. Privacy

Our collection and use of personal information is governed by our Privacy Policy, available at rallyhq.ai/privacy. By using the Service you agree to the terms of our Privacy Policy.

9. Confidentiality

Each party agrees to keep confidential any non-public information of the other party that is disclosed in connection with the Service, and to use such information only for the purposes of this Agreement. This obligation survives termination of these Terms.

10. Disclaimers

The Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Rally makes no warranties, express or implied, regarding the Service, including any implied warranties of merchantability or fitness for a particular purpose.

Rally does not warrant that the Service will be uninterrupted, error-free, or free from viruses or other harmful components.

Nothing in these Terms excludes any rights you may have under the Australian Consumer Law that cannot be excluded by law.

11. Limitation of Liability

To the maximum extent permitted by law, Rally's total aggregate liability to you in connection with the Service, whether in contract, tort, or otherwise, is limited to the total subscription fees paid by you to Rally in the 12 months immediately preceding the event giving rise to the claim.

Rally is not liable for any indirect, consequential, incidental, or special loss or damage, including loss of revenue, loss of data, loss of goodwill, or loss of business opportunity, arising in connection with the Service.

12. Indemnity

You agree to indemnify and hold Rally and its officers, employees, and agents harmless from any claims, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Service
• Any breach of these Terms by you
• Any communications you send through the Service
• Any claim that your Customer Data infringes the rights of a third party

13. Termination

We may suspend or terminate your access to the Service immediately on written notice if:

• You breach any of these Terms and, where the breach is capable of remedy, fail to remedy it within 14 days of receiving notice
• You fail to pay any subscription fee
• You become insolvent, bankrupt, or subject to any similar insolvency event

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period.

On termination, your access to the Service will cease and your Customer Data will be retained for 30 days before permanent deletion, during which time you may contact us at team@rallyhq.ai to request an export of your data.

14. Events Beyond Our Control

Rally is not liable for any delay or failure to perform its obligations under these Terms arising from circumstances beyond our reasonable control, including but not limited to natural disasters, government actions, internet outages, or third party service failures.

15. Dispute Resolution

In the event of any dispute arising out of or relating to these Terms, the parties agree to first attempt to resolve the dispute through good faith negotiation. If the dispute cannot be resolved by negotiation within 14 days, the parties agree to attempt mediation administered by the Australian Disputes Centre before pursuing litigation.

Nothing in this clause prevents either party from seeking urgent equitable relief from a court.

16. Governing Law

These Terms are governed by the laws of New South Wales, Australia. You submit to the non-exclusive jurisdiction of the courts of New South Wales.

17. General

These Terms constitute the entire agreement between you and Rally with respect to the Service and supersede all prior agreements and understandings.

If any provision of these Terms is found to be invalid or unenforceable, that provision will be limited or removed to the minimum extent necessary and the remaining provisions will continue in full force.

Our failure to enforce any provision of these Terms will not constitute a waiver of our rights to enforce that provision in the future.

18. Contact