Merchant Agreement
24 min read
This Merchant Agreement (“Agreement”) outlines the terms and conditions that govern your use of Ralley’s Organiser Services, including monetised services available only to Premium Tier organisers. These terms apply in addition to, and are incorporated by reference into, the Ralley Terms of Use (“Terms of Use”) and Privacy Policy. If there is a conflict between the Terms of Use and this Merchant Agreement, this Merchant Agreement will take precedence with respect to monetised Organiser Services, including payment processing.
Please read this Agreement and our Terms of Use carefully, as they contain important information about payment processing, eligibility, data sharing, and restrictions on the types of events and transactions allowed on Ralley.
1. Who We Are #
1.1 About Us #
Welcome to Ralley—we’re excited to partner with you!
Ralley is a professional event platform built to help organisers create, manage, and scale meaningful career-driven events—online and in person. Whether you’re hosting a networking meetup, an industry roundtable, or a skill-building workshop, Ralley is designed to help you deliver value, elevate your community, and grow your professional impact.
Ralley Pty Ltd is a company incorporated in Queensland, Australia. In this Agreement, “Ralley,” “we,” “us,” or “our” refers to Ralley Pty Ltd, its affiliates, and subsidiaries, and their officers, directors, agents, and employees.
1.2 Ralley Services #
Ralley offers three tiers in Subscriptions, each with different functionalities and features:
| Tier | Description | Ticket Pricing Allowed? | Covered by Merchant Agreement? |
|---|---|---|---|
| Free | Attendees only; cannot create or manage events. | No | No |
| Standard | Allows organisers to create and publish events without setting ticket prices. | No | No |
| Premium | Allows organisers to set ticket prices, collect payments, and receive payouts. | Yes | Yes |
While organisers in both Standard and Premium tiers access certain Organiser Services (such as event creation), only Premium Tier organisers engage in monetised Organiser Services, including ticket pricing, payment processing, and receiving payouts. This Merchant Agreement applies only to Premium Tier organisers but may also apply to Standard Tier users for some of the platform’s general features and services.
2. Our Merchant Agreement #
2.1 Purpose and Scope #
By using Ralley’s Premium Tier, which grants the ability to create events with paid ticketing, you agree to the terms of this Merchant Agreement, our Terms of Use, and our Privacy Policy. This forms a binding agreement between you and Ralley with respect to your use of monetised Organiser Services.
If you do not agree to these terms, do not use the Premium Tier features or monetised Organiser Services.
3. Eligibility for Organiser Services #
3.1 Organiser Eligibility #
To use Ralley’s monetised Organiser Services under the Premium Tier, you must:
- Be legally able to enter into this Agreement on behalf of yourself or your organisation;
- Comply with this Agreement, our Terms of Use, applicable payment partner agreements (e.g., Stripe), and all relevant laws;
- Maintain accurate, truthful, and current registration and event-related data;
- Agree to any third-party agreements required to enable payment processing (including the Stripe Connected Account Agreement).
Ralley may reject, suspend, or revoke your access to monetised Organiser Services at any time if we determine that your use presents a risk, violates our policies, or fails to comply with applicable laws or partner terms.
3.2 Additional Information #
We may ask for more details.
As part of using monetised Organiser Services, we may require additional verification—including business details, legal documents, identification, and financial data (“Additional Registration Data”). This may include:
- Business address and name
- Tax identification or registration numbers
- Payment account information
- Government-issued IDs
- Description of event types or target audiences
You agree to provide this information promptly and ensure it remains accurate and up to date.
3.3 Authorisation to Share #
To support your paid events and process transactions, we may share your Registration Data and Additional Registration Data with trusted third-party partners (such as payment processors or financial institutions) for verification, compliance, or operational purposes. You authorise us to do so as needed to provide the monetised Organiser Services.
3.4 Incomplete or Inaccurate Data #
If your information is incomplete, false, or out of date, we may:
- Withhold or delay payouts;
- Suspend or terminate your Organiser account;
- Restrict or revoke access to monetised features of Ralley’s platform.
3.5 Prohibited Merchants, Events, and Transactions #
Ralley is built for professionals. We do not support activities that conflict with our mission, violate legal obligations, or breach partner policies.
Prohibited Merchants
You may not use Ralley’s monetised Organiser Services if you:
- Reside in or operate from a country or territory subject to U.S., U.K., E.U., or Canadian sanctions;
- Appear on restricted or watch lists from government bodies such as OFAC, BIS, or the U.K. Treasury;
- Are listed on payment network blacklists (e.g., MATCH or TMF).
Prohibited Events
You may not post or manage events through Ralley that:
- Promote illegal, misleading, or harmful activity;
- Violate our Terms of Use or our payment providers’ policies;
- Take place in embargoed regions without prior written consent;
- Involve misinformation, hate speech, incitement to violence, or unsafe gathering conditions.
Prohibited Transactions
Ralley does not support:
- High-risk industries (e.g., adult services, controlled substances, crypto sales, raffles, gambling);
- Fraudulent or misleading financial activity;
- Transactions unrelated to Ralley-hosted events or that do not reflect a genuine value exchange through the platform.
4. Suspension and Termination of Organiser Services; Survival of Obligations #
4.1 Suspension and Termination #
We may suspend or terminate your access to the Organiser Services (including payment processing for Premium organisers) or delay any scheduled payouts at our discretion, with or without prior notice, if:
- You breach this Merchant Agreement, Ralley’s Terms of Use, or any other applicable policies;
- You provide false, misleading, or incomplete Payment Information or become ineligible to use the Organiser Services;
- Our payment partners or card networks (e.g., Visa, Mastercard) prevent us from processing transactions related to your account;
- We receive a legal or regulatory request requiring us to restrict, freeze, or redirect your funds;
- You attempt to transfer your payment rights without our prior written consent;
- You operate a prohibited business, host events that breach our policies, or submit unauthorised or suspicious transactions.
We may also limit functionality, withhold funds, restrict account access, or take other actions needed to protect our users, platform, or partners.
4.2 Account Close by You #
You may close your Organiser account at any time from within your Ralley dashboard. Please note that closing your account does not release you from obligations related to this Merchant Agreement, our Terms of Use, or outstanding fees, refunds, or event-related liabilities.
4.3 Effect of Termination #
If your account is terminated—by you or by Ralley—we will calculate and arrange the final payout of any Event Proceeds due to you, less applicable fees, taxes, refunds, chargebacks, or other adjustments per Section 9.2. Final payouts may be delayed in the event of pending refund requests, unresolved disputes, or risk reviews.
Any outstanding fees, including Ralley platform charges, become immediately payable. Ralley is under no obligation to continue providing Organiser Services following account termination.
4.4 Continued Obligations #
Any clauses that naturally survive termination—including those related to payments, fees, chargebacks, liabilities, indemnities, and dispute resolution—will remain in effect after your account is closed.
5. Payment Processing #
5.1 Payment Processor Partners #
To enable secure and reliable payments for Ralley events, we partner with third-party providers (“Payment Processor Partners”) such as Stripe, Inc. These partners support our payment features, particularly for Premium-tier Organisers, but all tiers are subject to the general payment policies outlined below.
As a Premium Organiser, you may be required to agree to separate terms with our Payment Processor Partners (e.g., the Stripe Connected Account Agreement and Stripe Services Agreement). You must provide accurate payment information and authorise us to share this data with our partners to facilitate transactions.
Payment processing is primarily available to Premium-tier Organisers. Free or Standard Organisers may not process payments directly through Ralley for events, but may still be subject to service fees and related charges. If you upgrade to Premium, you will be eligible for payment processing features, including ticket sales, handling service fees, and transferring funds to your linked account.
5.2 Ralley Payment Processing #
Premium-tier Organisers can opt into Ralley Payment Processing (RPP), which enables you to sell tickets, accept registrations, and receive payouts.
- How It Works: Ralley acts as your limited payments agent to collect and process transactions through our Payment Processor Partners.
- Payout Timing: We typically process payouts within five (5) business days after your event concludes. Early payout options are available—see Section 10.1.
- Payout Methods: Payouts can be sent via ACH bank transfers or other supported methods, depending on your selected currency and payment provider.
- Accuracy of Information: If you provide incorrect payment details, you agree to reimburse us and our partners for any related losses or costs.
- Transaction Limits: We may apply or revise transaction limits to ensure compliance and manage risk. We reserve the right to reject transactions exceeding these limits.
- Supported Currencies: RPP is available only in select currencies. We do not provide currency conversion.
5.3 Facilitated Payment Processing #
For certain Premium-tier events, we may offer Facilitated Payment Processing (FPP) via providers like PayPal®. Under this model:
- Proceeds are sent directly to your account with the third-party provider.
- You must still pay Ralley’s service fees through invoicing.
- Invoices are issued periodically, with payment due within thirty (30) days.
- FPP is offered at our discretion for qualifying events.
5.4 Chargebacks and Reversals #
You are responsible for chargebacks or other payment reversals linked to your events. Chargebacks may occur when a consumer disputes a transaction.
Ralley may dispute chargebacks on your behalf but retains full discretion based on the likelihood of success, event timing, and dispute reasons. We will not dispute chargebacks where a refund should have been issued under your Organiser Refund Policy.
You are liable for all chargeback-related costs and penalties.
5.5 Payment Scheme Rules #
You agree to comply with the rules of all payment networks used on Ralley, including Visa®, Mastercard®, and PayPal®. These rules govern your use of payment logos, authorisation procedures, and transaction validity.
Ralley may update this agreement as these rules evolve, and you are responsible for remaining compliant.
5.6 Roles and Relationships #
Your Responsibility: When a customer pays for your event, treat the transaction as if you received the payment directly. You must fulfill all event commitments.
Ralley’s Role: We serve as your limited payments agent when using RPP. Your account balance shown in Ralley is provisional until payouts are made.
We are authorised to:
- Collect, hold, and distribute proceeds;
- Manage refunds, reversals, and chargebacks;
- Partner with third parties to fulfill our payment obligations.
You are responsible for ensuring your event complies with Ralley policies and this agreement.
5.7 Confirmations #
When a customer order is successfully placed, you will receive a confirmation number. It is your duty to honor that order and validate it at the event.
5.8 Escheatment #
If your payout information is outdated or invalid and we cannot deliver your funds for an extended time, we may be required by law to remit those funds to a government authority.
5.9 Special Payment Terms #
Layaway (Installments): If enabled, you may offer installment payments (max of four). No additional fees apply, but legal and payment rules must be followed.
Pay by Invoice: This feature allows eligible organisers to collect offline payments. You must manually confirm invoice payments in your Ralley account. Ticketing fees apply and will either be deducted from proceeds (RPP) or invoiced separately (FPP).
6. Subscriptions #
6.1 Tiers #
We offer our Organiser Services through a range of Subscription tiers (“Tiers”), each designed to accommodate different levels of access and feature needs. These Tiers include, but are not limited to, a Standard Tier and a Premium Tier, which differ in available features, support levels, and commercial rights such as payment processing and ticket pricing.
We reserve the right to modify, replace, or discontinue any Tier at our sole discretion. If we make material changes, we will notify you as required by applicable law. If your usage exceeds your current Tier’s limitations, we may require you to upgrade or pay additional fees. All invoices issued in relation to your Subscription are due upon receipt unless otherwise stated. Delayed invoicing does not waive your responsibility for timely payment.
Note: Only Premium Organisers are eligible to set ticket prices and engage in payment processing activities. Standard Tier Organisers are limited to hosting free events and accessing basic organiser tools.
6.2 Subscriptions #
Subscribing to a paid Tier helps you plan your events more effectively and unlocks access to additional features and tools within Ralley’s platform.
Subscriptions may be billed monthly or annually and grant access to features that are otherwise unavailable in the free Standard Tier. Your chosen Subscription Fee will be charged in advance at the beginning of each billing cycle.
- Annual Subscription: Your payment method will be charged automatically on the anniversary of your Subscription start date.
- Monthly Subscription: Charges will occur on the corresponding calendar day each month. If that date does not occur in a given month, we may adjust accordingly (e.g., from the 31st to the 30th).
You’re responsible for all recurring charges unless you cancel your Subscription in advance (see 6.2.1). If applicable, Subscription Fees may also be deducted from your Event Proceeds.
We may occasionally offer Free Trials for selected Tiers. Trial terms will be disclosed during sign-up and will not automatically convert to paid subscriptions unless explicitly stated.
6.2.1 Cancelling Subscription #
You can cancel your Subscription at any time through the Subscriptions section of your organiser dashboard. Cancellation will not entitle you to a refund for the current billing cycle unless required by law.
To avoid being charged for the next cycle, you must cancel at least one (1) day before the renewal date. After cancellation, access to Subscription features will remain until the end of your current billing period.
6.3 Payment Information #
To activate or maintain your Subscription, you may be required to submit valid payment details (“Payment Information”), including a credit or debit card number, billing address, and expiration date.
You represent and warrant that you are authorized to use the provided payment method and agree to keep this information accurate and up to date. You also authorize Ralley (or its Payment Processor Partners) to charge your payment method for applicable fees.
7. Fees, Deductions, and Reserves #
7.1 Fees #
Below is a breakdown of the fees that may apply to your use of Ralley:
| Fee Type | Description |
|---|---|
| Subscription Fees | Monthly fees for Standard and Premium Tiers that unlock access to organiser tools and additional platform features. Charged regardless of event status. |
| Ticketing Fees | Processing fees applied to paid events (Premium Tier only). Includes a percentage plus a fixed amount per ticket, as disclosed on the Pricing Page. These fees are charged to the organiser and are non-refundable. |
| Consumer Fees | Fees charged directly to ticket buyers for registrations or purchases. Set and collected solely by Ralley. Refundable to consumers where applicable, in accordance with the organiser’s refund policy. |
| Research Fees | Fees incurred for third-party compliance efforts, such as subpoenas or payment verification investigations. Non-refundable. |
You are ultimately responsible for any fees associated with your events, even if you choose to pass some fees on to attendees. You may not favour certain payment methods or impose surcharges based on how consumers choose to pay.
For current Ticketing Fee rates, visit our Pricing Page
Reminder: Only Premium Organisers are allowed to host paid events and access the corresponding ticketing and payment infrastructure.
Taxes applicable to your use of the Organiser Services are your sole responsibility. This may include VAT, sales tax, and other levies depending on your jurisdiction.
7.2 Deductions, Setoffs, and Reserves #
We may retain or withhold part of your Event Proceeds in the following scenarios:
| Type | Explanation |
|---|---|
| Deductions | We may deduct Ticketing Fees, taxes, or amounts owed from your Event Proceeds before releasing the balance to you. |
| Setoff Rights | If you owe us money under any agreement (including unrelated events), we may use proceeds from other events to recover those debts. |
| Reserves | We may hold a portion of your Event Proceeds as a reserve if your account presents financial or operational risk (e.g., frequent chargebacks or refunds). |
Funds held in reserve will be maintained until:
- All applicable refund and chargeback windows have expired; or
- You’ve provided sufficient assurances or security for any potential liabilities.
We may use the reserve to satisfy any outstanding obligations as described above. Any remaining balance will be released in accordance with our payout schedule.
8. Cancelations #
8.1 No Payments for Cancelled Events #
You are not entitled to any payments for events that are cancelled. Ralley and our Payment Processor Partners are not obligated to disburse funds for events that have been canceled or are reasonably believed to be at risk of cancellation. If, at our sole discretion, we authorize full or partial payments for a cancelled event, you assume full responsibility for managing refund requests and covering any associated chargebacks, penalties, or losses (“Chargeback Costs”).
9. Refunds #
9.1 Responsibility for Refunds, Disputes, and Fraud #
You are solely responsible for managing and resolving all refund requests, customer disputes, and any instances involving fake or fraudulent tickets. Since all sales are technically made by you, consumers are considered your customers. While Ralley may, at its discretion, assist in resolving disputes, the ultimate obligation to refund or resolve lies with you. If Ralley processes any refunds on your behalf (“Specified Refunds”), you will bear the full financial responsibility for those refunds.
9.2 Refund Policy #
You must establish and clearly communicate a refund policy for every event where tickets are sold. This policy must comply with Ralley’s Organiser Refund Policy and be visible to consumers prior to purchase. You are obligated to honor the terms of your refund policy unless otherwise required by law or by our platform policies.
9.3 Specified Refunds #
Even if your event is marked “no refunds,” Ralley reserves the right to process Specified Refunds under certain circumstances (e.g., fraud, platform abuse, legal mandate, or consumer protection concerns). These refunds may be made using funds held in your account, deducted from future payouts, or otherwise invoiced to you.
9.4 Reimbursement by You #
You agree to reimburse Ralley promptly for any Specified Refunds issued by us, except in cases of gross negligence or misconduct by Ralley. You are also responsible for chargebacks initiated by consumers, and for any shortfall where refund amounts exceed available balances. Outstanding balances will be subject to deductions, setoffs, reserves, and our collection rights outlined in Section 14.
9.5 Ralley Fees #
Ralley Fees, including Subscription Fees, Ticketing Fees, and Research Fees—are non-refundable, regardless of whether an event is cancelled, postponed, or not delivered as expected.
- Subscription Fees are tied to access to platform features and organiser tools and are not reimbursable.
- Ticketing Fees are processing fees charged to the organiser per paid ticket. These fees are non-refundable, even if a ticket is refunded to an attendee. Organisers remain responsible for covering the refunded ticket amount in full. Attendees are entitled to receive the full amount they paid for the ticket, unless otherwise explicitly stated in the event’s refund policy.
- Research Fees incurred for third-party compliance or investigations are also non-refundable.
- Consumer Fees are charged directly to ticket buyers for registrations or purchases and may be refundable where applicable and in accordance with the organiser’s refund policy.
Refunds for subscription downgrades, changes, or cancellations are not typically granted unless legally required.
9.6 Process for Refunds #
Ralley offers platform tools to facilitate refund requests, but the responsibility for execution lies with you. All refunds tied to events using Ralley’s Payment Processing (EPP or FPP) must be executed through the Ralley platform. Off-platform refund methods are your responsibility, and must still meet legal, platform, and consumer protection standards. Ralley may set deadlines for refund requests after which further processing will be denied.
You are responsible for:
- Promptly notifying consumers of any cancellations or changes.
- Communicating the refund process clearly and transparently.
- Processing all valid refunds within the timeframes specified by law and platform rules.
9.6.1 Multi-Day Events #
If only part of a multi-day event is performed, you must issue a pro-rata refund based on the portion not delivered.
Example: If a 3-day event ticket is priced at $150 and one day is canceled, you must refund $50 per affected ticket.
9.6.2 Credits and Alternative Accommodations #
If you choose to offer credits, vouchers, or other forms of alternative compensation instead of a refund:
- The value must be equal to or greater than the original ticket.
- All terms, redemption options, and expiry conditions must be clearly disclosed.
- You are solely responsible for the issuance, redemption, and customer support of these credits.
Failure to honour credits or accommodations may result in additional liabilities, including the full cost of refunds and associated Chargeback Costs.
10. Taxes #
In most cases, you are responsible for collecting and remitting taxes to the appropriate governmental authorities. Ralley may request information and withhold taxes from you in certain instances.
10.1 Your Tax Responsibility #
You are solely responsible for determining which, if any, sales, use, value-added, consumption, excise, or other taxes (collectively, “Taxes”) apply to your use of Ralley’s Services and any sales you make through the platform. It is your responsibility to collect, remit, and report all applicable Taxes to the relevant authorities (“Tax Authorities”).
Ralley may provide certain tax tools for convenience, but we do not guarantee these tools will satisfy your legal obligations. These tools are not intended to be legal or tax advice. We recommend consulting your legal or tax advisor. If you collect Taxes, Ralley may include these amounts in your event payouts, subject to conditions, but you remain fully responsible for remitting them.
10.2 Request for Information #
In some jurisdictions, we may need to collect and remit Taxes on your behalf. To determine if this applies, we may request information when you set up an event, such as your tax-exempt status or event classification. You must ensure all provided information is accurate and truthful. If incorrect information results in underpaid Taxes, you must reimburse Ralley for the owed Taxes, including any penalties or related costs.
10.3 Collection by Ralley #
Ralley may be required to collect and remit certain Taxes on your sales or our service fees, depending on local regulations. If so, we may:
- Invoice you for these Taxes, or
- Deduct them directly from your payouts.
You are responsible for any other Taxes not covered by our obligations.
10.4 Obligation to Pay Taxes #
If you are located in a jurisdiction that requires us to collect Taxes on service fees and you do not provide a valid Tax Identification Number (Tax ID), we may collect these Taxes. You must ensure your Tax ID is accurate. Providing false or misleading information may lead to penalties or legal consequences.
10.5 Reporting Requirements #
If your transaction volume exceeds a jurisdictional threshold, Ralley may be required to report your gross sales to the relevant Tax Authorities. We may request your Tax ID or other forms to verify your tax status, especially if you are classified as a foreign payee.
10.6 Providing Payee Copies Electronically #
If Ralley is required to report transactions to tax authorities, we may also provide a copy of this report to you electronically. By agreeing to these Terms, you consent to receive such reports digitally. You’ll be notified by email when reports are available in your Ralley account and can access them for up to three (3) years.
10.7 Right to Withhold #
Ralley reserves the right to withhold payments if required by applicable law. We may also seek reimbursement from you for any Taxes that were not properly withheld, collected, or remitted.
11. Warranty Disclaimers #
11.1 Disclaimer of Warranties #
All Ralley Services are provided “as is” and without warranties of any kind, either express or implied. To the fullest extent permitted under law, Ralley disclaims:
- All warranties of merchantability,
- Fitness for a particular purpose,
- Non-infringement, and
- Any warranties arising from course of dealing or usage.
Ralley does not guarantee:
- That the Services will be uninterrupted or error-free,
- That the results will meet your requirements, or
- That any data or content will be secure or free of harmful components.
You use the Services at your own risk.
11.2 Jurisdictional Limitations #
Some jurisdictions do not allow limitations on implied warranties or the exclusion of certain damages. In those jurisdictions, Ralley’s disclaimers apply only to the extent permitted by local law, and some provisions of this section may not apply to you.
12. Indemnification and Limitation of Liability #
12.1 Indemnification #
You agree to defend, indemnify, and hold harmless Ralley and its affiliates, officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, judgments, penalties, fines, costs, or expenses (including reasonable legal fees) arising out of or related to:
- Your breach of this Merchant Agreement;
- Your use or misuse of the Organiser Services;
- Violations of applicable laws, including anti-spam or data protection regulations;
- Personal injury, death, or property damage arising from your Offerings or Promotions;
- Your use of Featured Content;
- Your misuse of Third-Party Content or Consumer Data;
- Any advertising, marketing, or promotion of your Offerings.
12.2 Limitation of Liability #
To the maximum extent permitted by law:
- Ralley’s total liability to you under this Merchant Agreement is limited to the total amount of fees you paid to Ralley in the three (3) months immediately preceding the event giving rise to the claim.
- Ralley will not be liable for any indirect, incidental, special, punitive, or consequential damages—including loss of profits, revenue, business, data, or goodwill—even if we were advised of the possibility of such damages.
13. Representations and Warranties #
13.1 Authority #
You represent and warrant that:
- If you are entering into this Agreement on behalf of an entity, that entity is duly organised, validly existing, and in good standing under the laws of its jurisdiction.
- You have full power and authority to enter into and perform under this Merchant Agreement, and to bind the entity you represent (if applicable).
- Your entry into and performance of this Merchant Agreement will not violate any applicable law, regulation, order, or contractual obligation.
You acknowledge that Ralley is relying on these representations and warranties in entering into this Agreement with you.
14. Non-Exclusive Remedies and Collections #
14.1 Non-Exclusive Remedies #
Ralley may take multiple actions to recover overdue amounts, including charging interest, setting off balances, and issuing invoices.
Interest on Overdue Amounts: Any overdue amounts under this Merchant Agreement or any Affiliated Agreement will accrue interest from the due date until paid in full, at the lesser of:
- One percent (1%) per month (compounded monthly), or
- The maximum rate permitted under applicable law.
Setoffs and Invoicing: If you owe any amounts to Ralley:
- We may withhold or set off those amounts from any current or future payouts to you (see Section 9.2 “Deductions, Setoffs, and Reserves”).
- If the withheld amount is insufficient, we may issue an invoice for the remaining balance, which must be paid within thirty (30) days of the invoice date.
Non-Exclusivity of Remedies: Ralley’s rights and remedies under this Merchant Agreement are cumulative and non-exclusive. We may pursue any remedy available to us under this Agreement, any Affiliated Agreements, or applicable law. No failure or delay in exercising any right or remedy shall be deemed a waiver.
14.2 Collections; Costs of Recovery #
If overdue amounts are not paid within thirty (30) days of the invoice date, Ralley reserves the right to initiate collection efforts.
You are responsible for reimbursing Ralley for all reasonable out-of-pocket collection costs, including attorneys’ fees and court expenses.
We may pursue judicial remedies for recovery, and such claims will not be subject to arbitration, even if other provisions in the Terms of Use include arbitration clauses.
15. Miscellaneous #
15.1 Interpretation #
Section titles, headings, and formatting (such as bold text or boxes) are provided solely for convenience and do not affect the meaning or interpretation of this Merchant Agreement.
When we use terms such as “may,” “is permitted,” “is authorized,” or “is allowed,” this indicates that Ralley has the discretion—but not the obligation—to take the described action.
Any determinations, judgments, or decisions referenced in this Merchant Agreement that Ralley may make will be made at our sole discretion.
The term “including” shall always be interpreted to mean “including, without limitation.”
When this Agreement states that you “will” take a particular action, it means you are agreeing to, and are required to, perform that action.
All duties, obligations, representations, warranties, indemnities, and waivers set forth in this Agreement apply not only to you, but also to your Affiliates.
Remedies available to Ralley under this Agreement may also be exercised against your Affiliates, where applicable.
15.2 Entire Agreement #
Except where expressly stated otherwise, this Merchant Agreement—together with the Terms of Use and Privacy Policy—constitutes the entire agreement between you and Ralley concerning the Organiser Services. It supersedes all prior or contemporaneous oral and written communications, agreements, or understandings related to its subject matter, unless you have a separate written agreement for Organiser Services executed by an authorised officer of Ralley.
15.3 Force Majeure #
Ralley will not be liable for any failure or delay in performance resulting from events beyond its reasonable control, including but not limited to natural disasters, acts of war or terrorism, civil unrest, governmental actions, embargoes, labor disputes, accidents, epidemics, or shortages of supplies, fuel, energy, or transportation.
15.4 No Assignment or Transfer #
You may not assign, delegate, or transfer this Merchant Agreement—or any of your rights or obligations under it—whether by law or otherwise, without Ralley’s prior written consent. Any unauthorized assignment will be deemed null and void. Subject to the foregoing, this Merchant Agreement will bind and benefit both parties and their respective successors and permitted assigns.
15.5 No Relationship Created #
Nothing in this Merchant Agreement shall be construed as creating any partnership, joint venture, agency, or employment relationship between you and Ralley. Each party remains an independent entity and is solely responsible for its own actions and obligations.
15.6 Translation #
Ralley may provide translations of this Merchant Agreement for convenience. In the event of any inconsistency or conflict between a translated version and the English version, the English version shall prevail and govern.
15.7 Governing Law and Jurisdiction #
The governing law and jurisdiction provisions set forth in Section 19 of the Ralley Terms of Use apply equally to this Merchant Agreement.
15.8 Additional Miscellaneous Provisions #
The additional miscellaneous provisions contained in Section 27 of the Ralley Terms of Use also apply to this Merchant Agreement and are hereby incorporated by reference.
