Last Updated: May 28th, 2025
1. Acceptance of These Terms
By applying to or participating in the Rally.Fan Ambassador Program (the “Program”), you (“Ambassador,” “you,” or “your”) expressly agree to every provision below and to the Rally.Fan Platform Terms & Conditions (Subscription Agreement) and Privacy Policy (collectively, the “Master Terms”). If you participate through an authorised agent, manager, or marketing agency (collectively, “Agent”), both you and the Agent warrant that the Agent is fully empowered to bind you; you remain jointly and severally liable. DO NOT PARTICIPATE IF YOU DO NOT ACCEPT EVERY TERM.
2. Eligibility
- Age & Capacity: You must be at least 18 years old and legally able to enter contracts.
- Account Ownership: You must control an active TikTok (or other Rally-approved) account created on or before your application date.
- Legal Residence: You must reside where influencer marketing is lawful and where Rally.Fan may operate.
- Right of Refusal: Metacommerce Inc. (“Rally.Fan,” “we,” or “us”) may accept, decline, suspend, or remove any applicant or Ambassador in our sole discretion at any time, with or without cause.
- Agent Authority: Any Agent must hold written authorisation to act for you and receive payments on your behalf.
3. Representations & Warranties
You represent, warrant, and covenant that:
- All information you provide to Rally.Fan is truthful, accurate, and complete.
- You own or have secured every right, licence, and permission needed to grant the licences in Section 6 ("Intellectual Property").
- Your participation does not and will not breach any other agreement, court order, or applicable law.
- Your content will comply with all platform rules (e.g., TikTok Terms of Service), advertising and consumer-protection laws, privacy and data-protection statutes (including GDPR/CCPA where applicable), and the U.S. FTC Endorsement Guides and equivalent Canadian provisions.
- You are not subject to any pending claim, investigation, or order that would impair your performance hereunder.
- You will secure and maintain any insurance legally required for your activities (if none is required, you nonetheless acknowledge sole responsibility for your own acts and omissions).
4. Content Standards
- Quality & Authenticity — Content must be original, accurate, and educational, reflecting real use of Rally.Fan.
- Mandatory Disclosures — Each post must include a clear disclosure such as #RallyAmbassador, #ad, #sponsored, or “Partnered with @rally.fan.”
- Prohibited Content — You will not publish, post, or transmit any material that:
- Contains false or misleading statements, unsubstantiated earnings claims, or unsupported “get-rich-quick” promises;
- Includes hate speech, harassment, discriminatory remarks, sexual content meant to arouse, nudity, or any illegal activity;
- Incorporates third-party intellectual property without written permission;
- Disparages Rally.Fan, its affiliates, employees, customers, or any person;
- Violates TikTok’s (or other platform’s) community guidelines;
- Promotes competing “creator-commerce” platforms or tools without our prior written consent.
- 24‑Hour Takedown — You must remove, edit, or disable any Rally‑related content within 24 hours of Rally.Fan’s written request—for any reason or no reason.
- Content Moderation — Rally.Fan may monitor, moderate, or require pre-approval of content in its sole discretion.
5. Compensation & Perks
- Stipend: You will be paid the stipend, commission rate, or other consideration specified in your Individual Ambassador Agreement (“IAA”). Rally.Fan chooses the payment method (e.g., Deel, PayPal, ACH) and may change the method with notice.
- Additional Perks: At our sole discretion we may grant free Pro-plan access, beta features, merchandise, or other benefits. We may alter or discontinue any perk at any time without liability.
- Currency & Taxes: All amounts are denominated and payable in United States dollars unless explicitly stated otherwise. You are solely responsible for reporting and paying all taxes, duties, and withholdings arising from payments under this Agreement.
- Independent Contractor Status: You act solely as an independent contractor. Nothing herein creates an employer-employee, joint-venture, partnership, or franchise relationship. You are not authorised to make commitments, warranties, or representations on Rally.Fan’s behalf.
- Offsets & Clawbacks: Rally.Fan may withhold, offset, or claw back any stipend or commission (i) paid in error, (ii) earned in breach of this Agreement, or (iii) earned through fraudulent, deceptive, or non-compliant means.
6. Intellectual Property
- Your Content: You retain ownership. You grant Rally.Fan and its affiliates an irrevocable, perpetual, worldwide, royalty-free, fully-paid, transferable, and sublicensable licence to use, reproduce, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display your Program content in any media, existing or future, for any lawful purpose (including advertising, promotion, reposting, and training machine-learning models). To the maximum extent allowed, you waive any moral or “droit moral” rights.
- Rally.Fan Marks: Rally.Fan grants you a limited, non-exclusive, non-transferable, revocable licence to display Rally.Fan trademarks, logos, and brand assets solely in Program-related content and strictly in accordance with our brand guidelines (provided separately). All goodwill in the marks inures to Rally.Fan.
- No Ownership Transfer: Except for the licences expressly granted, neither party transfers any right, title, or interest in its intellectual property.
7. Compliance & Prohibited Activities
In addition to Section 4, you must:
- Maintain Records: Keep accurate records of your Program posts and engagement metrics for at least 12 months and provide them to Rally.Fan within five (5) business days of a request.
- Prohibit Fraud: Refrain from purchasing followers, bots, click farms, or other artificial means of boosting engagement.
- Avoid Spam: Do not send unsolicited commercial messages (e-mail, DM, SMS) relating to Rally.Fan without prior opt-in consent.
- Data Protection: Do not collect or use personal data in connection with the Program unless you obtain all legally required consents and provide all required notices.
- Platform & Legal Rules: Follow all applicable export controls, sanctions, anti-bribery laws (e.g., U.S. FCPA, UK Bribery Act), and advertising laws in each jurisdiction where your content is directed.
- No Misrepresentation: You must not mislead the public about your affiliation, role, compensation, or your experience with Rally.Fan’s products.
8. Confidentiality
You may gain access to non-public information, prototypes, user statistics, business strategies, or financial data (“Confidential Information”). You must:
- Use Confidential Information only to fulfil your obligations under this Agreement;
- Keep it secret using at least reasonable care; and
- Not disclose it to any third party without Rally.Fan’s prior written consent.
These obligations survive for Five (5) years after termination. Exclusions: information that (a) becomes public through no fault of yours, (b) you already lawfully possessed, or (c) you independently developed without reference to Rally.Fan’s Confidential Information.
9. Term, Suspension & Termination
- Term: This Agreement starts on the date you are accepted into the Program and continues until terminated.
- Termination for Convenience: Either party may terminate for any reason on seven (7) days’ written notice (e-mail acceptable).
- Immediate Suspension or Termination: Rally.Fan may suspend or terminate your participation immediately if we believe, in our sole judgment, that you: (i) breached this Agreement or the Master Terms; (ii) damaged or may damage Rally.Fan’s reputation; (iii) violated any law; or (iv) engaged in fraud or misconduct.
- Effects of Termination: Upon suspension or termination you must (i) stop using Rally.Fan IP and brand assets; (ii) remove or disable Rally-related content as reasonably requested; (iii) stop holding yourself out as a Rally.Fan Ambassador; and (iv) return or destroy any Confidential Information.
- Survival: Sections 3, 6, 7, 8, 10–14, and any accrued payment obligations survive termination.
10. Equitable Relief
You agree that a breach of Sections 3–8 or 9 would cause Rally.Fan irreparable harm for which monetary damages are inadequate. Rally.Fan may seek injunctive or equitable relief, without posting bond, in any court of competent jurisdiction.
11. Limitation of Liability
Except for (a) your indemnity obligations, (b) your confidentiality obligations, and (c) liability that cannot be limited by law:
- No Indirect Damages: Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, even if advised of their possibility.
- Cap: Rally.Fan’s total cumulative liability under this Agreement will not exceed the greater of (i) USD $1,000 or (ii) the total stipend actually paid to you during the calendar month immediately preceding the event giving rise to the claim.
- Your Liability Unlimited: No limitation applies to your liability.
12. Indemnification
You will defend, indemnify, and hold harmless Metacommerce Inc., its affiliates, directors, officers, employees, agents, successors, and assigns from and against all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
- Your breach of this Agreement or the Master Terms;
- Your content (including claims of defamation, infringement, misappropriation, or invasion of privacy); or
- Your violation of any law, regulation, or third-party right.
Your obligations survive termination and are not limited by Section 11.
13. Dispute Resolution; Waivers
- Governing Law: The laws of the Province of Ontario and applicable Canadian federal law govern this Agreement, without regard to conflicts-of-law principles.
- Arbitration: Except for seeking injunctive relief under Section 10, any dispute will be finally resolved by confidential, binding arbitration administered by ADRIC (or any successor) in Toronto, Ontario, Canada, under its Arbitration Rules. The language will be English. The arbitrator may award costs and attorneys’ fees to the prevailing party.
- Waivers: You waive any right to a jury trial, to participate in a class or representative action, and to seek injunctive relief other than as expressly allowed in Section 10.
14. Modification of Terms
Rally.Fan may amend this Agreement at any time by (1) posting the revised version at https://rally.fan/s/ambassador-terms (or successor URL) and (2) sending notice via e-mail, in-platform messaging, or Slack. Changes take effect on the later of (a) the “last updated” date or (b) seven (7) days after notice, unless a shorter period is required by law or to prevent imminent harm. Continued participation after the effective date constitutes acceptance.
15 . Miscellaneous
- Entire Agreement: This Agreement, the Individual Ambassador Agreement (“IAA”), and the Master Terms constitute the entire understanding between the parties concerning the Program and supersede all prior or contemporaneous communications.
- Severability: If any provision is held unenforceable, the remaining provisions remain in full force, and the invalid provision shall be interpreted to fulfil its intended purpose to the maximum extent allowed.
- Assignment: You may not assign or transfer any part of this Agreement without Rally.Fan’s prior written consent. Rally.Fan may freely assign or delegate its rights and duties. Any attempted assignment in violation of this Section is void.
- Force Majeure: Rally.Fan is not liable for delay or failure to perform due to causes beyond its reasonable control (e.g., natural disasters, acts of war, labour disputes, government action, internet outages).
- No Waiver: A party’s failure to enforce any provision is not a waiver of future enforcement.
- Headings: Headings are for convenience only and do not affect interpretation.
- Notices: Legal notices must be sent to ryan@rally.fan and are deemed received (i) on the next business day if sent by e-mail with confirmation of receipt or (ii) on delivery if sent by a recognised courier to Metacommerce Inc., R705-31 Phipps St, Toronto Ontario M4Y 0E5, Canada (or any updated address posted on our website).
16. Agent Representation (if applicable)
- Authority. You confirm that your Agent is authorised to act for you.
- Joint Responsibility. You and your Agent are jointly and severally liable for all obligations.
- Payment Discharge. Payment to either you or your authorised Agent fully discharges Rally.Fan’s obligation.
- Internal Disputes. Any dispute between you and your Agent is yours alone; Rally.Fan bears no liability.
17. Contact
Questions? E‑mail us at friends@rally.fan.
