Rally Reach

Services Agreement

Rally Reach — Last updated May 1, 2026

This Services Agreement (“Agreement”) is made and entered into between Media Cause, Inc., a Delaware corporation (“Media Cause”) and the individual or entity accepting this Agreement (“Organization”) (each a “Party” and collectively, the “Parties”). By clicking “I Agree,” “Accept,” or a similar button, or by accessing or using the Pilot Platform, Organization agrees to be bound by the terms and conditions of this Agreement. This Agreement is effective as of the date Organization first accepts this Agreement or accesses the Pilot Platform, whichever occurs first (the “Effective Date”).

  1. 1. Overview & Purpose

    This Agreement sets forth the terms and conditions under which Organization will participate in Media Cause’s limited, invite-only pilot program (the “Pilot”) for a pre-release version of an online platform (the “Rally Reach”) designed to enable Organizations to promote campaigns on the Rally Starter platform (“Rally Starter”) to individuals who access or engage with such campaigns, through third-party influencers participating in the Pilot (“Influencers”) who create and distribute content to drive engagement and supporter acquisition from individuals (“Users”). The Pilot is intended to evaluate the Platform’s functionality. Organization acknowledges that Rally Reach is in a testing and evaluation phase, and that features, including influencer matching, compensation structures, and performance metrics may be modified during the Pilot period at Media Cause’s discretion.

  2. 2. Services

    Media Cause will provide Organization with access to Rally Reach to enable Organization to create, manage, and fund campaigns (the “Campaigns”) for promotion through Influencers (collectively, the “Services”). Through Rally Reach, Organization may submit campaign details, including campaign objectives, messaging, target audience information, content, budget parameters, and any other information about the Campaign (collectively, the “Campaign Content”) for review and activation by Media Cause. Media Cause will facilitate the distribution of approved Campaigns to Influencers to allow the Influencers to promote the Campaigns through their respective channels using trackable links that integrate with Rally Starter. Media Cause reserves the right, at any time and in its sole discretion, to modify, suspend, limit, or discontinue any aspect of Rally Reach or the Services, including Campaign availability, Influencer participation, or platform functionality, without liability to Organization.

  3. 3. Fees and Payment Terms

    Organization agrees to pay Media Cause fees in connection with Organization’s use of Rally Reach and the promotion of its Campaigns through Influencers. Such fees will be based on User acquisition generated through Influencer promotions and calculated in accordance with the pricing terms established by Media Cause for each Campaign, which may include a per-User rate (e.g., a specified dollar amount per User). For purposes of billing and reporting, Users may be subject to Media Cause’s validation, filtering, and deduplication processes designed to exclude fraudulent, invalid, or duplicate Users, and billing will be based solely on Users deemed valid by Media Cause in its reasonable discretion. Organization shall pre-fund campaigns or maintain a valid payment method through Media Cause’s designated payment processor, and Organization hereby authorizes Media Cause to charge such payment method for all fees incurred under this Agreement. Except as expressly set forth herein, all payments are non-refundable. Organization may be eligible for a refund of any unused portion of a Campaign budget, as determined by Media Cause, but any amounts attributable to Users generated or Campaigns already activated or performed shall be non-refundable. Any budgets, performance estimates, or projections provided through Rally Reach are for informational purposes only and do not constitute guarantees of results or maximum spend.

  4. 4. Status of Software

    Organization acknowledges that Rally Reach is in “beta” stage and Media Cause will continue to improve and optimize Rally Reach throughout the duration of the Pilot, including without limitation, as a result of Feedback (as defined below) from Organization.

  5. 5. Feedback

    Throughout the term of the Agreement, Organization may provide ideas, suggestions, comments, or other feedback regarding any part of Rally Reach, including but not limited to ideas for new or improved products or technologies, product enhancements, processes, materials, marketing plans or new product names (collectively “Feedback”). Media Cause shall own any and all Feedback provided to Media Cause or its agents. To the extent that Media Cause does not own any Feedback, Organization hereby grants to Media Cause an exclusive, perpetual, royalty free license to use the Feedback for its business purposes, and Organization shall not be entitled to any compensation for such Feedback.

  6. 6. Term and Termination

    1. 6.1 Pilot Term. The pilot shall begin on the day that Media Cause notifies Organization that Rally Reach is operational and terminate when terminated by a party pursuant to Section 6.2 below (the “Term”).
    2. 6.2 Termination. Either Party may terminate this Agreement upon ten (10) days written notice to the other Party. Either Party may terminate this Agreement immediately upon (i) the other Party’s breach of the Agreement and such Party’s inability to cure the breach within thirty (30) days of receipt of a notice or (ii) a Party’s determination that ongoing participation has become infeasible for operational or business purposes. Upon expiration or termination of this Agreement, unless the Parties mutually agree in writing to enter into a subsequent agreement, Organization will cease any and all further use of Rally Reach.
    3. 6.3 Survival. All sections of this Agreement that by their nature and context are intended to survive termination, including but not limited to Sections 4 through 13, shall survive any expiration or termination of this Agreement.

  7. 7. Proprietary Rights

    1. 7.1 Intellectual Property. Media Cause owns and retains all right, title, and interest in and to Rally Reach, Rally Starter, and all related services, including all improvements, enhancements, modifications, software, applications, tools, algorithms, and other technology developed in connection therewith, and all intellectual property rights therein (collectively, “Media Cause Technology”). Except for the limited rights expressly granted herein, nothing in this Agreement transfers any ownership rights in the Media Cause Technology to Organization.
    2. 7.2 Access Rights. Subject to the terms and conditions of this Agreement, Media Cause grants to Organization a limited, revocable, non-transferable right to access and use Rally Reach during the Term solely for the purpose of participating in the Pilot in accordance with this Agreement.
    3. 7.3 Campaign Content. As between Organization and Media Cause, Organization retains all right, title, and interest in and to the Campaign Content. Organization hereby grants to Company a non-exclusive, worldwide, royalty-free, fully paid, sublicensable right and license, during the Term and thereafter as reasonably necessary, to use, reproduce, display, perform, distribute, modify, and otherwise exploit the Campaign Content for the purposes of (i) providing and operating Rally Reach and the Services, (ii) enabling Influencers to create, publish, and distribute content in connection with Campaigns, (iii) tracking, reporting, and analytics, and (iv) improving and promoting the Platform and related services.
    4. 7.4 Influencer Content. As between Organization and Media Cause, Organization retains all right, title, and interest in and to all content, materials, posts, advertisements, copy, media, and other deliverables created, developed, or published by Influencer in connection with any campaign (collectively, “Influencer Content”). Organization further grants to Media Cause a non-exclusive, worldwide, royalty-free right and license to use, reproduce, display, and distribute the Influencer Content for Media Cause’s own purposes, including for marketing and promotional purposes.
    5. 7.5 Platform Data and Analytics. Subject to Section 8, Media Cause shall own all right, title, and interest in and to all data, analytics, reports, and performance metrics generated through or derived from the use of Rally Reach, including data relating to Users, Users’ activity, campaign performance, and attribution (collectively, “Platform Data”). Organization has no rights in or to Platform Data.

  8. 8. Data Protection

    Each party (i) acknowledges that they are each independent Controllers of the Personal Data they respectively process, and that, as between the parties, each party shall separately own and control all Personal Data it collects directly from Users via Rally Reach; (ii) shall ensure compliance with Applicable Data Protection Laws in respect of the Personal Data they respectively process; (iii) shall be individually responsible for ensuring that its processing of the Personal Data is fair and transparent, and shall make available to Users a privacy notice that fulfils the requirements of Applicable Data Protection Laws; and (iv) shall have in place appropriate technical and organizational measures to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. If a party receives an enquiry, complaint or correspondence from a Data Subject, data protection authority or other third party relating to the processing of Personal Data carried out by the other party, it shall promptly inform the other party, providing copies or details of the same, and both parties shall cooperate in good faith to respond to the enquiry, complaint or correspondence. Neither party shall respond directly where the enquiry, complaint or correspondence relates to processing performed by the other party, unless it has first obtained the other party’s consent. As used herein, (a) “Personal Data” means any information that constitutes “personal data,” “personal information,” or other term denoting a substantially similar definition and obligations under, and in the context of, any other Applicable Laws; (b) “Applicable Data Laws” means, collectively, all now existing or hereinafter enacted or amended laws, rules, regulations, and/or sanctions programs applicable to a Party’s performance hereunder and/or obligations with respect to data protection; and (c) “Controller” shall mean the entity which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.

  9. 9. Restrictions; Representation & Warranties and Responsibilities

    1. 9.1 Restrictions. Organization shall not, and shall not permit any third party to, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms of any Media Cause Technology; (ii) modify, adapt, translate, or create derivative works based on any Media Cause Technology or any portion thereof; (iii) use any Media Cause Technology for the benefit of any third party; (iv) access or use any Media Cause Technology for any unlawful, fraudulent, deceptive, or misleading purpose; (v) circumvent, interfere with, or undermine any tracking, attribution, or security mechanisms of any Media Cause Technology; or (vi) remove, obscure, or alter any proprietary notices or labels of Media Cause.
    2. 9.2 Representations and Warranties. Organization represents, warrants, and covenants that: (i) Organization will use Rally Reach and Services in full compliance with this Agreement, all applicable laws, rules, and regulations, and all applicable guidelines and requirements communicated by Media Cause; (ii) Organization and its Campaigns, including all Campaign Content, comply with all applicable laws and regulations; (iii) Organization will not include in any Campaign Content any false, misleading, or unsubstantiated statements, or any content that is unlawful, defamatory, or otherwise objectionable; and (iv) Organization has all rights, licenses, consents, and permissions necessary to provide, use, and authorize the use of the Campaign Content as contemplated under this Agreement, including permitting use by Media Cause and Influencers. Organization acknowledges and agrees that Company does not control the actions, content, or performance of any Influencer and does not guarantee any level of Influencer participation, campaign distribution, or performance outcomes.
    3. 9.3 Suspension. Media Cause may, in its sole discretion and without liability, immediately suspend or terminate Organization’s access to Rally Reach, in whole or in part, if Media Cause determines that: (i) Organization has violated this Agreement or any applicable campaign requirements; (ii) Organization’s activities pose a risk to the integrity, security, or operation of any Media Cause Technology; (iii) Organization is engaging in fraudulent, deceptive, or illegal conduct; or (iv) such suspension or termination is necessary to comply with applicable law or regulatory requirements. Media Cause shall have no liability for any damages, losses, or other consequences arising from such suspension or termination, including any loss of anticipated compensation.

  10. 10. Confidentiality

    1. 10.1 Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain non-public information or materials relating to the Disclosing Party’s products, intellectual property, business, business plans, marketing programs and efforts, client lists, client information, financial information and any other confidential information and trade secrets (“Confidential Information”). Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the Receiving Party of this Agreement; (b) was previously known to the Receiving Party prior to the date of disclosure, as evidenced by contemporaneous written records; (c) was acquired from a third party without any breach of any obligation of confidentiality; (d) was independently developed by the Receiving Party hereto without reference to Confidential Information of the Disclosing Party; or (e) is required to be disclosed pursuant to a subpoena or other similar order of any court or government agency, provided, however, that the Receiving Party upon receiving such subpoena or order shall: (i) promptly inform the Disclosing Party in writing and provide a copy thereof; (ii) cooperate with the Disclosing Party in limiting disclosure of the Disclosing Party’s Confidential Information; and (iii) shall only disclose that Confidential Information necessary to comply with such subpoena or order.
    2. 10.2 Protection of Confidential Information. Except as expressly provided herein, the Receiving Party will not use or disclose any Confidential Information of the Disclosing Party without the Disclosing Party’s prior written consent, except disclosure to and subsequent uses by the Receiving Party’s authorized employees or consultants on a need-to-know basis, provided that such employees or consultants have executed written agreements restricting use or disclosure of such Confidential Information that are at least as restrictive as the Receiving Party’s obligations under this Section. Subject to the foregoing nondisclosure and non-use obligations, the Receiving Party agrees to use at least the same care and precaution in protecting such Confidential Information as the Receiving Party uses to protect the Receiving Party’s own Confidential Information and trade secrets, and in no event less than reasonable care. Each Party acknowledges that due to the unique nature of the other Party’s Confidential Information, the Disclosing Party will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. In addition to any other remedies that may be available in law, in equity or otherwise, the Disclosing Party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure. Neither Party shall remove or alter any proprietary markings (e.g., copyright and trademark notices) on the other Party’s Confidential Information.

  11. 11. Disclaimer

    ORGANIZATION AGREES AND ACKNOWLEDGES THAT THE MEDIA CAUSE TECHNOLOGY IS PROVIDED “AS IS” AND MEDIA CAUSE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR OTHERWISE ARISING FROM A COURSE OF DEALING OR RELIANCE. MEDIA CAUSE DOES NOT WARRANT THAT THE MEDIA CAUSE TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE MEDIA CAUSE TECHNOLOGY WILL BE COMPATIBLE WITH ANY PARTICULAR DEVICE, OR THAT THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MEDIA CAUSE TECHNOLOGY OR ANY DATA PROVIDED BY MEDIA CAUSE THROUGH THE MEDIA CAUSE TECHNOLOGY WILL BE ACCURATE. MEDIA CAUSE SPECIFICALLY DISCLAIMS ALL RESPONSIBILITY FOR ANY THIRD-PARTY SOFTWARE, PRODUCTS, OR SERVICES PROVIDED WITH OR INCORPORATED INTO THE MEDIA CAUSE TECHNOLOGY.

  12. 12. Indemnification; Limitation of Liability

    1. 12.1 Indemnification. Organization shall indemnify, defend, and hold harmless Media Cause and its affiliates, and their respective officers, directors, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, suits, investigations, or proceedings brought by a third party, and any related losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Organization’s breach of this Agreement and (ii) the Campaign Content.
    2. 12.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MEDIA CAUSE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE MEDIA CAUSE TECHNOLOGY, EVEN IF MEDIA CAUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MEDIA CAUSE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO MEDIA CAUSE UNDER THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, MEDIA CAUSE SHALL HAVE NO LIABILITY FOR (A) ANY CAMPAIGN PERFORMANCE OR LACK OF RESULTS, (B) ANY ACTIONS OR OMISSIONS OF ANY INFLUENCER OR THIRD PARTY, OR (C) ANY SUSPENSION OR TERMINATION OF ORGANIZATION’S ACCESS TO RALLY REACH IN ACCORDANCE WITH THIS AGREEMENT.

  13. 13. Non-Circumvention

    Organization acknowledges that, through participation in the Pilot, Organization may be introduced to or become aware of Influencers participating in Rally Reach. Organization agrees that, during the Term and for a period of twelve (12) months thereafter, Organization shall not, directly or indirectly, solicit, engage, contract with, or otherwise work with any Influencer identified through Rally Reach for the purpose of obtaining services that are the same as or substantially similar to those provided through the Services, except through Rally Reach or with the prior written consent of Media Cause.

  14. 14. General

    1. 14.1 Authority. Each Party represents and warrants to the other that: (a) it has full power and authority to enter in and perform this Agreement and the execution and delivery of this Agreement has been duly authorized; and (b) performance of this Agreement will not (i) violate any regulations or applicable law, (ii) breach any other agreement to which such Party is a party or is bound; or (iii) violate any obligation owned by such Party to any third party.
    2. 14.2 Applicable Law. This Agreement is and will be governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions. Exclusive venue for any action, claim, proceeding, or suit related to this Agreement will be the federal and state courts located in San Francisco, California. Organization irrevocably consents to the personal jurisdiction of such courts.
    3. 14.3 Assignment. Organization may not assign or transfer this Agreement or any rights herein or delegate any duties herein without the prior written consent Media Cause. Any attempted assignment, transfer, or delegation in contravention of this Section is null and void. This Agreement will be binding upon and inure to the benefit of any permitted successors and assigns.
    4. 14.4 Entire Agreement. This Agreement, including the Exhibits hereto, constitutes the entire agreement between the Parties relating to the subject matter hereof, and there are no other representations, understandings or agreements between the Parties relating to the subject matter hereof. No modifications or amendments to this Agreement and no waiver of any provisions hereof will be valid unless in writing and signed by duly authorized representatives of the Parties.
    5. 14.5 Nonwaiver. Any failure or delay by either Party to exercise or partially exercise any right, power or privilege under this Agreement will not be deemed a waiver of any such right, power or privilege. No waiver by either Party of a breach of any term, provision, or condition of this Agreement by the other Party will constitute a waiver of any succeeding breach of the same or any other provision in this Agreement. No waiver will be valid unless executed in writing by the Party making the waiver.
    6. 14.6 Force Majeure. The failure to perform or delay in performance by either Party shall be excused to the extent that performance is rendered commercially impracticable by strike, fire, flood, terrorism, governmental acts or orders or restrictions, or any other reason where a Party’s failure to perform is beyond such Party’s reasonable control and not caused by the negligence of such Party (each, a “Force Majeure Event”). In the event that either Party’s performance is directly impacted by a Force Majeure Event such Party shall provide prompt notice to the other Party.
    7. 14.7 Relationship of the Parties. Nothing in this Agreement will create, or be deemed to create, a partnership or the relationship of employer and employee between the Parties.
    8. 14.8 Publicity. Unless Organization otherwise provides written notice to Media Cause, Media Cause may use the Organization’s name on its website, social media channels, marketing materials, case studies, and presentations, in each case, disclosing that Organization is a associated with Media Cause. Upon Media Cause’s written request, Organization shall provide a written testimonial for Media Cause’s use as contemplated by this Section.
    9. 14.9 Severability. If any term of this Agreement will to any extent be held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will not be affected thereby, and each term will be valid and enforceable to the fullest extent permitted by law.