PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE & PRIVACY POLICY (THIS “AGREEMENT”) CAREFULLY BEFORE USING ANY SERVICES (AS DEFINED BELOW) OFFERED BY RSE MARKETS, INC. (“Rally”, “WE” OR “US”) INCLUDING ANY OF OUR WEBSITES AND MOBILE APPLICATIONS (collectively, the “Services”). By accessing and using any of the Services, you are hereby agreeing to be legally bound by the terms and conditions of this Agreement. Use of and access to the Services is subject to the terms of this Agreement and all applicable laws and regulations. Please read this Agreement carefully. By accessing, viewing or otherwise using this website or mobile application you, on behalf of yourself and all of your authorized representatives (collectively, the “User” or “you”) agree to the terms and conditions of this Agreement. User and Rally are individually hereinafter referred to as a “Party” and collectively as the “Parties.”

1. Update to Terms of Use. From time to time, Rally may without advance notice: (a) supplement or make changes to this Agreement and other rules or access and use procedures, documentation, security procedures and standards for equipment related to the Services, (b) change the type and location of Rally’s system equipment, facilities or software, or (c) modify or withdraw any Service or any Rally database, material, service or system. Any updates to this Agreement shall be posted within the Service. User acknowledges User’s responsibility to review the Agreement’s terms and conditions from time to time and to be aware of any such changes.

2. Termination of Access to and Use of Services. Rally reserves the right to terminate access to the Service or take other actions it reasonably believes necessary to comply with the law or to protect its rights or those of its Users. Any access or attempt to access or use a Service for any unauthorized or illegal purpose is strictly prohibited. Rally reserves the right to exclude a User, in whole or in part, where it believes the activities of such User may be illegal, in violation of securities regulations, or otherwise pose a detrimental risk to Rally or the Services. Rally would make any such determination based on the relevant facts and circumstances at the time that they occur. For example, Rally discourages Users from frequently submitting indications of interest and cancelling them after a short time or otherwise entering indications of interest with intent to manipulate the price or trading volume of an auction. Rally prohibits Users from submitting via the Services both bids and offers in the same auction. Once a User places a bid or offer, as the case may be, all subsequent activity in that auction must be placed on the same side of the market. Rally also reserves the right to exclude a User engaging in conduct that may be otherwise detrimental to the operation of the Services, the reputation of Rally or the interests or well-being of other Users. Rally reserves the right to exclude a User from the Services, in whole or in part, if such User may have violated applicable contractual provisions, including any provision in this Agreement. Rally reserves the right to disable any functionality of the Services, in whole or in part, if such functionality experiences technical issues or could otherwise pose a detrimental risk to users or Rally.

3. Services. (a) Subject to the terms of this Agreement, Rally grants User a limited, terminable, nonsublicensable, non-transferable, non-exclusive right to access and use the Services on a personal computer or mobile device that User owns or controls in accordance with the terms of this Agreement and as permitted by the applicable terms of service of the mobile app store from where User downloaded any mobile application necessary to access the Services and the specific usage rules set forth therein. Rally shall have no obligation to support User’s use of the Services in the event that: (i) User modifies the Service (or any component thereof) without Rally’s prior written consent; (ii) any error is caused in whole or in part by persons other than Rally, including without limitation, User’s failure to properly enter or transmit data; or (iii) any error is caused in whole or in part by User’s use of the Service in association with operating environments and platforms other than those specified by Rally (b) To the extent that the Service incorporates any third-party software licensed by Rally, then, in addition to the terms set forth herein, User must comply with any additional terms, restrictions, or limitations applicable to such thirdparty software. Additionally, User acknowledges that Rally shall have the right to subcontract performance of its hosting services, credit card and payment processing services and other services, in which event the service levels provided by any third-party hosting provider (including, without limitation, any service levels that are stricter than the service levels offered by Rally), credit card or payment processor or other service provider will be incorporated herein by reference. (c) User shall procure, install and maintain all equipment, data plans, Internet connections and other hardware (other than the hardware constituting the support center maintained at Rally’s facilities) necessary for User to connect to and access the Service. Rally is not responsible for equipment defects, lack of service, or other issues arising from third-party services or equipment. User is responsible for any applicable charges and fees associated with any data plan fees or other subscription charges or fees of any kind whatsoever that may be required by User’s carrier to access the Service.

4. User IDs. User will comply with all Rally rules and regulations and security restrictions in connection with use of the Service. Each User will be assigned a unique User identification name and password for access to and use of the Service (“User ID”). User shall be solely responsible for ensuring the security and confidentiality of all User IDs. User acknowledges that it will be fully responsible for all liabilities incurred through use of any User ID and that any transactions under a User ID will be deemed to have been performed by User. Use of any User ID other than as provided in this Agreement shall be considered a breach of this Agreement by User.

5. Proprietary Rights. User acknowledges Rally’s proprietary rights in the Service and associated documentation and shall protect the proprietary nature thereof. If User suggests any new features, functionality or performance for the Service that Rally subsequently incorporates into the Service (or any other software or service), User hereby acknowledges that (i) Rally shall own, and has all rights to use, such suggestions and the Service (or any other service) incorporating such new features, functionality, or performance shall be the sole and exclusive property of Rally; and (ii) all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon Rally. User shall not sell, lease, or otherwise transfer or distribute the Service or its associated documentation, in whole or in part, without prior authorization in writing from Rally. In the event of any breach of this paragraph, User agrees that Rally will suffer irreparable harm and shall therefore be entitled to obtain injunctive relief against User.

6. Conduct Within Public Areas of Site. The Service may contain e-mail services, bulletin board services, forums, communities or other message or communication facilities designed to enable Users to communicate and interact with other Users (the “Public Areas”). User agrees to use the Public Areas only to post, send and receive messages and materials that are proper and, when applicable, related to the particular Public Area. Rally has no obligation to monitor the Public Areas, provided, however, Rally reserves the right to review materials posted to the Public Areas and to remove any materials at any time, without notice, for any reason and in its sole discretion. Rally reserves the right to terminate or suspend User’s access to any or all of the Public Areas at any time, without notice, for any reason whatsoever. User acknowledges that postings and other communications posted in the Public Areas by other Users are not controlled or endorsed by Rally, and such communications shall not be considered reviewed, screened or approved by Rally. Statements made in postings, forums, bulletin boards and other Public Areas reflect only the views of their respective authors. Rally specifically disclaims any liability with regard to the Public Areas and any actions resulting from a User’s participation in any Public Areas. User acknowledges and agrees that User’s communications with other Users via the Public Area or otherwise are public and not private communications, and that User has no expectation of privacy concerning User’s use of the Public Areas. User acknowledges that personal information that User communicates on the Public Areas may be seen and used by others and result in unsolicited communications; therefore, RALLY STRONGLY ENCOURAGES USERS NOT TO DISCLOSE ANY PERSONAL INFORMATION ABOUT THEMSELVES THROUGH THE PUBLIC AREAS. Rally is not responsible for information that User chooses to communicate via the Public Areas, or for the actions of other Users. Further, User grants Rally a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, in the promotion of Rally or the Service, any content that User posts on or in connection with a Public Area, including, without limitation, the posting of such content on Rally’s social media accounts.

7. User Information & Privacy; Data Retention and Collection. (a) User grants to Rally a non-exclusive license to copy, use and display any and all personally identifiable data, information or communications sent, or entered by Users while accessing the Service (“User Information”) solely to the extent necessary for Rally to provide the Services, including, without limitation, communicating with Users, responding to requests that User makes, to improve the Services and to better tailor the features, performance and support of the Services, and to offer User’s additional information, opportunities, and functionality. User agrees that Rally may provide the User Information to third-party service providers who work on behalf of or with Rally to provide some of the features of the Services (“Service Providers”) and to help Rally communicate with you. However, these Service Providers do not have any independent right to share this User Information (except pursuant to a legal requirement such as a subpoena or warrant). User acknowledges that Rally exercises no control whatsoever over the content of the User Information and it is the sole responsibility of User, at its own expense, to provide the information, and to ensure that the information Users transmit or receive complies with all applicable laws and regulations now in place or enacted in the future. Rally is under no obligation, however, to review User Information for accuracy, potential liability or for any other reason. (b) User agrees that Rally’s and any Service Provider’s obligation to keep or maintain any User Information obtained in the course of performance of the Service shall not extend beyond the expiration of thirty (30) days following the User’s ceasing use of the Service. Rally will provide a copy of User Information in the hosted format (at User’s expense) provided that User requests such copy, in writing, within ten (10) days following the User ceasing to use the Service. (c) Rally and any Service Providers shall have the right to utilize data capture, syndication and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze any non-personally identifiable data or information (including, without limitation, User Information) resulting from User’s access and use of the Service (“Blind Data”). To the extent that any Blind Data is collected by Rally or any Service Providers, such Blind Data shall be solely owned by Rally or the Service Provider (as applicable) and may be used by Rally or the Service Provider (as applicable) for any lawful business purpose without a duty of accounting to User, including, without limitation, providing User with the opportunity for User to benchmark itself against its peers, provided that the Blind Data is used only in an aggregated form, without specifically identifying the source of the Blind Data. Without assuming any obligations or liabilities of User, Rally agrees to, and shall procure that any Service Providers agree to, use commercially reasonable efforts to comply with the applicable U.S. laws and regulations respecting the dissemination and use such Blind Data. (d) As User navigates the Services, certain information may also be collected passively, including your Internet protocol address, browser type, mobile device and operating system. Rally and any Service Providers may also use “Cookies” and navigational data like Uniform Resource Locators (URL) to gather information regarding the date and time of your visit and the information for which you searched and viewed. This type of information is collected to better understand how User’s use the Service and to make the Services more useful to you. Most browsers are automatically set to accept Cookies. If User would like more information about cookies and how to control and delete cookies in various browsers, such as Internet Explorer, Firefox, Safari and Chrome, please visit https://aboutcookies.org/.

(e) Except as otherwise stated in this Agreement, Rally does not trade, rent, or share User’s “Personal Information” (i.e., information about a User that is personally identifiable to the User, such as name, address, email address, phone number, social security number, employment details, answers to investor suitability questions and credit card and payment information) with third parties, unless the User asks or authorizes us to do so, provided, however, that Rally may provide User Information and your Personal Information to Service Providers or to any third party as is required by law, rule or regulation applicable to Rally, or by any court, governmental agency, commission, authority, regulatory body, board or similar entity or body having jurisdiction over Rally that has requested the information in accordance with its lawful authority. However, these Service Providers do not have any independent right to share this information (except pursuant to a legal requirement such as a subpoena or warrant). (f) Rally uses reasonable administrative, technical, personnel and physical measures to safeguard Personal Information in Rally’s possession against loss, theft and unauthorized use, disclosure or modification, provided, however, User acknowledges and agrees that no website, application or Internet transmission is completely secure. Accordingly, Rally cannot guarantee that unauthorized access, hacking, data loss, or other breaches will never occur, and Rally cannot be held liable for any unauthorized access or use of the User’s data. User’s use of the Services is at User’s own risk. (g) If Rally or its assets are acquired by a third-party, that third-party will possess the User Information and Personal Information collected by Rally and it will assume the rights and obligations regarding User Information and Personal Information as described in this Agreement. Additionally, Rally may disclose User Information and Personal Information if Rally believes in good faith that such disclosure is necessary to (a) comply with relevant laws or to respond to subpoenas or warrants served on us; or (b) to protect and defend the rights or property of us, users of the Services or third parties. By using the Services, you hereby agree and consent to the transfer or assignment of your User Information and Personal Information as provided herein, and you further waive any claims that could be made against us in relation thereto. (h) Rally offers you choices regarding the collection, use and sharing of your Personal Information. When you receive communications from us, you may indicate a preference to stop receiving further communications from us and you will have the opportunity to “opt-out” by following the unsubscribe instructions provided in the email you receive or by contacting us directly (please see contact information below). You may change any of the Personal Information in your Service profile by editing your information in your profile.

8. Location Data. Rally may collect, maintain, process and use a User’s location data, including the real time geographic location of a User’s mobile device as necessary to provide the Services’ full functionality. By using or activating any location-based services on a mobile device, User agrees and consents to Rally’s collection, maintenance, publishing, processing and use of User’s location data to provide user with the Services. Rally does not collect location data in a form that personally identifies Users. Users may withdraw this consent at any time by turning off the location-based feature on a mobile device or by not using any location-based features. Turning off or not using these features may impact the functionality of the Service. Location data provided by the Service is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Use of real time route guidance is at the User’s sole risk. Location data may not be accurate. Rally does not guaranty the availability, accuracy, completeness, reliability or timeliness of information or location displayed by the Service.

9. Image Information. In order to comply with the requirements of our broker dealer and payment providers, our application may request that users either use their camera or upload an image of their ID for the purpose of verifying their identity. We understand the sensitive nature of this information and will take appropriate measures to protect it in accordance with our privacy policy.

10. User Restrictions. User agrees not to: (i) copy, decompile, reverse engineer, disassemble, attempt to derive the source code, modify or create derivative works of the Service or any Service related documentation; (ii) upload or distribute in any way files that contain viruses, trojans, worms, time bombs, logic bombs, corrupted files, or any other similar software or programs that may damage the operation of the Service or another’s computer; (iii) use the Service for illegal purposes; (iv) violate or attempt to violate the security of the Service and from using the Service to violate the security of other websites by any method; (v) access data not intended for User or log into a server or account which User is not authorized to access; (vi) interfere or disrupt networks connected to the Service; (vii) upload, post, promote or transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind or nature; (viii) upload amounts of data and/or materials in excess of any limits specified by Rally from time to time and not to create large numbers of accounts or otherwise transmit large amounts of data so as to clog the Service or comprise a denial of service attack or otherwise so as to have a detrimental effect on the Services; or (ix) upload, promote, transmit or post any material that encourages conduct that could constitute a criminal offence or give rise to civil liability. Rally may take whatever remedial action it determines in its sole discretion is appropriate if User violates these restrictions, including, but not limited to, immediate suspension or cancellation of the Service. Rally operates the Service from its headquarters in the United States, and the Service is intended only for users within the United States. If User uses the Service outside of the United States, User is responsible for following applicable local laws and determining, among other things, whether User’s use of the Service violates any of those local laws.

11. Investment Opportunities. User acknowledges that the Service may, from time to time, provide a User with the opportunity to make an investment in the partial ownership of a collectible or a legal entity that owns collectible(s). Any such opportunity for a User to make any such investment shall, at all times, be made available only through a broker-dealer registered with FINRA and the U.S. Securities Exchange Commission and is subject to the qualification of the User as a qualified purchaser (as determined by the applicable securities laws of the United States, as amended from time to time) and further application, as determined by Rally in its sole discretion. User acknowledges that it has no right to make any investment solely by downloading and/or otherwise accessing the Service. Furthermore, any User who invests in a legal entity that owns collectible(s) via the Service acknowledges that transfer of such ownership interests is restricted by federal and state securities law. As such, Users are prohibited from offering such ownership interests for sale via Public Areas. User acknowledges and understands that Rally makes no recommendation with respect to the purchase of, or any investment decision made in respect of, any security, and is providing User with no investment advice whatsoever. User acknowledges that Rally does not and will not provide User with any legal, tax, estate planning or accounting advice. Further, Rally will not provide User with any advice regarding the suitability, profitability or appropriateness for User of any security, investment, or other matter. Unless otherwise specified in writing, I acknowledge that Rally employees are not authorized to give any such advice, and I will neither solicit nor rely on any investment advice from any Rally employee. Nothing in this Agreement constitutes an offer, or a solicitation of an offer, to buy or sell securities. User further acknowledges that Rally neither assumes responsibility for nor guarantees the accuracy, currency, completeness or usefulness of information, commentary, recommendations, advice, investment ideas or other materials that may be accessed by User through Public Areas.

12. Electronic Disclosures & Transactions. Because Rally operates only on the Internet or as a mobile application, it is necessary for Users to consent to transact business with Rally electronically. As part of doing business with Rally we also need Users to consent to Rally giving a user certain disclosures electronically. By agreeing to this Agreement and use of the Service, User agrees to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating to User’s use of the Service, including User’s registration as an investor through our Service (each, a “Disclosure”). Any Disclosures will be provided to User electronically through the Service or via electronic mail to the email address User provided. If User requires paper copies of such Disclosures, User may request a paper copy will be sent to you at a cost of up to $5.00 per document requested. Rally may discontinue electronic provision of Disclosures at any time in Rally’s sole discretion. User’s consent to receive Disclosures and transact business electronically, and Rally’s agreement to do so, applies to any transactions to which such Disclosures relate. User’s consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.

13. Payment Processing. (a) Rally, or a third-party partner, may process payment transactions on behalf of Users through the appropriate bank, credit card or debit card network, as applicable. When a User chooses to use the Service to make an investment in an collectible or a collectible holding company the User hereby consents to any third party escrow agent appointed by Rally facilitating and/or processing payments made or received through the Service, including, without limitation, the consent to access, charge or debit a payor’s credit card, debit card, bank account or other payment mechanism. (b) Each User acknowledges and agrees that a payment transaction made through the Service is a transaction between Users wishing to invest in a collectible or a collectible holding company and those offering such investment and not with Rally. Rally is not a party to any payment transaction related to any such investment and Rally is not a buyer or seller in connection with any such investment transaction. (c) Users may only use the Service to process a payment transaction for investment in a collectible or a collectible holding company through a legitimate, bona fide sale of such product or service. Users may not use the Service to purchase any illegal goods or services or for any other underlying illegal transaction. (d) Unless held in escrow in accordance with the terms governing an investment by the User, as agreed between the User and Rally at the time of investment, all payment transactions processed through the Service are non-refundable to a User by Rally and are non-reversible by a User through the Service. Users may have additional refund or charge-back rights under the agreement a User has with the issuer of the User’s payment instrument (i.e. its credit or debit card agreement or bank) or applicable state and federal laws. User should review its periodic statement received from the issuer of its payment instrument, which will reflect all purchase transactions through the Service.

14. Rally Instant Cash Transfer. After you initiate a transfer of funds into your Rally account, the standard ACH network processing time for those funds to become available for use is between 6 hours and 4 business days. However, Rally offers Users the ability to access “Instant Cash,” a service that provides a cash advance for a set fee, which will automatically be added to the transfer from your linked bank account. For each transfer, you will have the opportunity to see the fee amount for Instant Transfer on the confirmation page. Funds transferred via “Instant Transfer” will be instantly available for use on the Rally platform, even while the deposit is pending, except that such funds may not be used to invest in (1) any primary security offerings; or (2) any secondary market transactions on securities that were offered and subscribed to less than seven (7) days ago. Rally may, at any time and in its sole discretion, deny any User’s ability to access the Instant Transfer service, and may terminate the Instant Transfer service at any time, without liability to any User. By choosing the option to transfer funds using Instant Transfer, you authorize Rally to automatically collect the deposit once it is received from your bank account to cover the cash advance. If your deposit does not clear, whether for insufficient funds, or otherwise, we will send you a notice to initiate a new deposit to cover the unsettled deposit amount. Rally, in its sole discretion, may close any open orders that were contingent on holding a positive balance, and additionally may close your account and sell any existing investments to cover the unsettled deposit. For clarity, Rally’s Instant Transfer is included under the definition of “Services” and is covered by this Agreement.

15. Disclaimer of Warranties. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. RALLY MAKES NO REPRESENTATION OR WARRANTY (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ACCURACY MERCHANTABILITY, OR NONINFRINGEMENT. RALLY DOES NOT WARRANT THAT THE SERVICE WILL OPERATE UNINTERRUPTED OR ERROR-FREE. USER ASSUMES THE RESPONSIBILITY TO TAKE ADEQUATE PRECAUTIONS AGAINST DAMAGES TO USER’S EQUIPMENT WHICH COULD BE CAUSED BY DEFECTS OR DEFICIENCIES IN ANY SERVICE, ANY RALLY INFORMATION, PRODUCT, SERVICE, SYSTEM, DATABASE OR MATERIAL, OR PART THEREOF. USER ALSO ACKNOWLEDGES THAT ELECTRONIC COMMUNICATIONS AND DATABASES ARE SUBJECT TO ERRORS, TAMPERING AND BREAK-INS AND THAT WHILE RALLY WILL IMPLEMENT REASONABLE SECURITY PRECAUTIONS TO ATTEMPT TO PREVENT SUCH OCCURRENCES, RALLY DOES NOT GUARANTEE THAT SUCH EVENTS WILL NOT TAKE PLACE. USER’S INSTALLATION AND INPUTS, AS WELL AS THIRD PARTY SYSTEMS AND PROCEDURES, MAY INFLUENCE THE OUTPUT AND ERRORS IN ANY ORDER OR ELECTRONIC TRANSMISSION OR COMMUNICATION, AND CAN RESULT IN SUBSTANTIAL ERRORS IN OUTPUT, INCLUDING INCORRECT INFORMATION, ORDERS AND AGREEMENTS. IN ADDITION, ERRORS MAY BE INTRODUCED INTO INFORMATION OR ORDERS IN THE COURSE OF THEIR TRANSMISSION OVER ELECTRONIC NETWORKS. USER SHALL IMPLEMENT AND TAKE RESPONSIBILITY FOR APPROPRIATE REVIEW AND CONFIRMATION PROCEDURES TO VERIFY AND CONFIRM ORDERS OR OTHER TRANSACTIONS IN WHICH USER PARTICIPATES USING RALLY’S WEBSITE, INFORMATION, SERVICES, DATABASES, SYSTEMS OR OTHER MATERIAL.

16. Limitation of Liability. IN NO EVENT SHALL RALLY OR ANY SERVICE PROVIDER BE LIABLE FOR ANY LOST OR ANTICIPATED PROFITS, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Indemnification. By accessing this Service, User agrees to indemnify, defend, and hold harmless Rally and its affiliates and each of their respective directors, officers, employees, agents, licensors, advisors, independent contractors and providers (collectively referred to herein as “Indemnified Parties”) from and against any and all claims, losses, expenses or demands of liability, including attorneys’ fees and costs incurred by any Indemnified Party in connection with any claim (including any third-party intellectual property claim) arising out of: (i) information, materials and content submitted, posted or transmitted by User on or through the Service, (ii) User’s use of the Service, and (iii) User’s breach of any provision of this Agreement. User further agrees that User will cooperate with Rally as is reasonably required in the defense of any such claims. Rally, on behalf of each Indemnified Party, reserves each Indemnified Part’s right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to User’s foregoing indemnification obligations, and User shall not, in any event, settle any claim or matter without the written consent of Rally and each Indemnified Party named as a party in such claim.

18. Term; Termination (a) This Agreement shall commence upon Rally providing User with access to the Service and shall continue until a Party provides notice of its termination of this Agreement. (b) Upon termination of the Agreement for any reason, User’s right to use the Service shall immediately cease. Termination of this Agreement shall not relieve either party of any obligation accrued prior to the termination date or which by its nature should survive any termination of this Agreement.

19. Confidential Information. (a) “Confidential Information” means the Service, its associated documentation, Rally’s pricing for the Service, and other information and documentation disclosed by Rally under this Agreement that is designated as confidential or that by its nature would reasonably be expected to be kept confidential. (b) Notwithstanding the previous paragraph, Rally’s Confidential Information shall not include information that (i) is or becomes publicly available through no act or omission of User; or (ii) was in User’s lawful possession prior to the disclosure and had not been obtained by User either directly or indirectly from Rally; or (iii) is lawfully disclosed to User by a third party not bound by a duty of nondisclosure; or (iv) is independently developed by User without access to or use of the Confidential Information. (c) User agrees to hold the Confidential Information in confidence. User agrees not to make the Confidential Information available in any form to any third party or to use the Confidential Information for any purpose other than performing its obligations or enjoying its rights under this Agreement. User agrees to use the same degree of care that it uses to protect its own confidential information of a similar nature and value, but in no event less than a reasonable standard of care, to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this Agreement. User represents that it has, with each of its employees who may have access to any Confidential Information, an appropriate agreement sufficient to enable it to comply with all of the confidentiality terms hereof. (d) Notwithstanding the foregoing, User may disclose the Confidential Information to the extent that such disclosure is required by law or court order, provided, however, that User provides to Rally prior written notice of such disclosure and reasonable assistance in obtaining an order protecting the Confidential Information from public disclosure. (e) After termination or expiration of this Agreement, User shall return to Rally any Confidential Information in User’s possession or control.

20. Regarding Children Rally’s Services are not directed toward anyone under the age of 18. If User is under the age of 18, User may not create a user profile or register for the Services. If you are a parent or guardian who has discovered that your child has submitted his or her Personal Information without your permission or consent, Rally will take reasonable steps to promptly remove that information from Rally’s database at your request. To request removal of your child’s information, please contact us at: hello@rallyrd.com.

21. Miscellaneous (a) Relationship Between The Parties. This Agreement shall not be construed as creating any agency, partnership, joint venture, or other similar legal relationship between the Parties; nor will either Party hold itself out as an agent, partner, or joint venture party of the other party. (b) Compliance With Law. Each Party shall comply with all applicable laws and regulations of governmental bodies or agencies in its performance under this Agreement. (c) Notice. Whenever notice is required to be given under this Agreement, such notice shall be in writing and shall be addressed to the recipient at the Notice Address of such Party, or to such other address as the addressee shall have last furnished in writing to addressor. (d) Waiver. No waiver shall be implied from conduct or failure to enforce rights. No waiver shall be effective unless in a writing signed by both Parties. (e) Severability. If any provision of this Agreement is held to be invalid, void or unenforceable, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remaining provisions of this Agreement shall remain in full force and effect. (f) Assignment. User may not assign or delegate any of its rights, interest or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Rally

The sale of a controlling interest in User through a single transaction or a series of transactions shall be deemed an assignment hereunder for which Rally’s consent is required. Rally may assign and delegate this Agreement to successors in the event of a merger, acquisition or other change in control. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. (g) Governing Law; Arbitration. This Agreement and all claims related to it, its execution or the performance of the parties under it, shall be construed and governed in all respects according to the internal laws of the State of New York without regard to the conflict of law provisions thereof. User hereby waives any right to bring any claim against Rally in court (including any right to a trial by jury), except as provided by the rules of the arbitration forum in which a claim is filed. User waives any right it may have to start or participate in, and agrees to opt out of, any class action against Rally arising from or relating to the Services or this Agreement. Any controversy or claim arising out of or relating to an alleged breach of this Agreement or the operation of this Service shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association before a single arbitrator. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York, New York and the language of such arbitration shall be English. Rally may seek any interim or preliminary relief from a court of competent jurisdiction in New York, New York, necessary to protect Rally’s rights or property pending the completion of arbitration. The arbitrator shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of this Agreement. The arbitrator shall have the power to issue mandatory orders and restraining orders in connection with the arbitration. The award rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered thereon in any court of competent jurisdiction. (h) Force Majeure. Rally shall not be in default or otherwise liable for any delay in or failure of its performance under this Agreement where such delay or failure arises by reason of any Act of God, or any government or any governmental body, war, insurrection, acts of terrorism, the elements, strikes or labor disputes, or other similar or dissimilar causes beyond Rally’s control. User acknowledges that the performance of certain of Rally’s obligations may require the cooperation of third parties designated by User and outside the control of Rally In the event such third parties fail to cooperate with Rally in a manner that reasonably permits Rally to perform its obligations, such failures shall be consider as causes beyond the control of the Rally for the purposes of this Section and shall not be the basis for a determination that Rally is in breach of any of its obligations under this Agreement or is otherwise liable. (i) Entire Agreement. This Agreement shall constitute the complete agreement between the Parties and supersedes all previous agreements or representations, written or oral, with respect to the subject matter hereof. (j) Contacting Us. If you think that the use of your Personal Information is not in alignment with the purpose for which you have provided it to Rally, or if you have any questions or suggestions regarding this Agreement or the Service, please contact us at: hello@rallyrd.com.