Terms of Service
.IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU” OR “YOUR”) AND ROUNDUP.ORG, (“ROUNDUP” OR “WE” OR “US” OR “OUR”). ROUNDUP.ORG OWNS AND OPERATES THE WEBSITE LOCATED AT HTTPS://ROUNDUP.ORG, AS WELL THE APPLICATIONS, WIDGETS, BROWSER EXTENSIONS, AND OTHER SOFTWARE APPLICATIONS THAT MAY BE ACCESSED VIA THE WEBSITE OR VIA ANY OTHER MEANS (COLLECTIVELY, THE “PLATFORM”). BEFORE ACCESSING OR USING ANY PART OF THE PLATFORM, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF USE AGREEMENT (THE “TOU”). YOUR ACCESS TO AND USE OF THE PLATFORM (OR ANY ELEMENTS THEREOF) ARE SUBJECT TO THESE TERMS OF USE, AS WELL AS TO ALL APPLICABLE LAWS AND REGULATIONS, AND ALONG WITH ANY OTHER TERMS AND CONDITIONS AS MAY BE SET FORTH BY ROUNDUP..
ROUNDUP IS WILLING TO LICENSE AND ALLOW THE USE OF THESE PLATFORM ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE PLATFORM. YOUR ACCESS TO AND USE OF THIS PLATFORM CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS OF USE. THESE TERMS OF USE MAY BE MODIFIED BY RoundUp FROM TIME TO TIME WITHOUT ADVANCE NOTICE BY POSTING HERE AND YOU WILL BE BOUND BY ANY SUCH MODIFIED TERMS OF USE IF YOU CONTINUE TO USE THIS PLATFORM AFTER SUCH CHANGES ARE POSTED. THE DATE THESE TERMS OF USE WERE LAST UPDATED IS STATED AT THE END OF THIS DOCUMENT. YOU ARE ENCOURAGED TO REVIEW THESE TERMS OF USE PERIODICALLY FOR UPDATES AND CHANGES.
TERMS AND CONDITIONS
DEFINITIONS
"Card" means an Eligible Card and an "Enrolled Card" is such an Eligible Card that has been registered for a Program by you under a Program Account.
"Program-Use Data" means any data calculated by the Program as required to provide the benefits of the Program.
"Designated Charge Card" means an Enrolled Card that has been selected by you to be charged by us for any fees or donations you have authorized, such as a Monthly Rounding Contribution.
"Eligible Card" means any Visa card, except without limitation, Visa Buxx, Flexible Spending Account (FSA) Visa cards, EBT Visa cards and other Visa- branded cards whose transactions are not processed through the Visa Canada or U.S.A. payment systems, and any Mastercard card processed through the Mastercard payment system.
"Monthly Rounding Contribution" means the total round up amount for the month that is calculated according to the rounding settings configured, and updatable by you in your Program Account.
“Donation” means the amount donated by a User to a nonprofit, net of any transaction, compliance, technology, and disbursement fees.
DESCRIPTION OF ROUNDUP AND THE PLATFORM
RoundUp operates the Platform, which allows individuals who create an account (“Users”) to generate Donations to support their favorite cause by rounding up all purchases made with a credit card the User links to their account (“Designated Charge Card”). Roundup has partnered with Our Change Foundation (“OCF”), a 501(c)(3) tax-exempt public charity, to receive Donations from RoundUp to be disbursed to the charity selected by the User (“Organization”). The Donations are based on rounding up each completed purchase made during a calendar month to the next whole dollar amount, and summing the value of the rounding amounts to arrive at a Monthly Rounding Contribution. There is a minimum Monthly Rounding Contribution of $10 per month, which will be applied if the Monthly Rounding Contribution does not equal or exceed $10. The Monthly Rounding Contribution will continue to be designated for the selected Organization, net of fees, unless and until the User selects a different Organization to benefit from their rounding up.
ACCESS RIGHTS, REGISTRATION, ANALYTICS, AND FEEDBACK
Right to Access. Subject to these Terms of Use and to any limitations set forth on the Platform, RoundUp grants you a nonexclusive, non- transferable, limited, revocable, non-licensable limited license and right to access and use the Platform for your personal, non-commercial use.
Registration. You can visit the Platform and access some of the content, features and functionality without being required to provide us with any personal information or to register. However, in order to gain access to certain features and functionality of the Platform, you will need to register and create an account (the “Account”). As part of the registration process, you will be asked to provide certain information about yourself, including name and email address, and you may need to create a user name and password. The username and password that you provide are your credentials ("Credentials"), and you will use these Credentials to log into your account. You may not have more than one active set of Credentials. You are prohibited from selling, trading, or otherwise transferring your Credentials to another party. You also agree to provide true, accurate, current and complete information about yourself as prompted during the registration process. You are responsible for maintaining the confidentiality of your Credentials. You agree to accept responsibility for all activities that occur under your account. You agree to notify us immediately – by emailing us at support@roundup.org – of any unauthorized use of your account or any other breach of security. Additionally, RoundUp utilizes third-party sign-on services, such as those made available by Apple, Facebook and Google, to make it easier for you to sign-in or set up an account. Any use of such a third-party sign-on service is subject to the terms and conditions and privacy policies of such third parties, so we encourage you to read them prior to creating an account via such services.
Program-Use Data. You grant us and our third-party licensors and service providers the right to access and utilize your Program-Use Data to provide you with the agreed-upon benefits under the Program. Further You grant us and our licensors the right to use your Program-Use Data for the purposes of improving services and the program. We do not sell your information, including your Program Use Data, Card enrollment data or other participation information that would be identifiable of you.
Analytics. You acknowledge, understand and agree that RoundUp may collect Analytics related to your use of the Platform. As used herein, “Analytics” means information, data, statistics, metadata, inferences, interrelationships, and/or associations generated by or from your use of the Platform. RoundUp may create, collect, use and disclose Analytics for any purpose, including, but not limited to, industry analysis, benchmarking, analytics, marketing, and other business purposes in support of the provision and improvement of the Services, and for any other purpose not prohibited by the Privacy Policy (as defined below).
Account / Card Deactivation. Should you choose to stop participating in the Platform, you may do so at any time by deactivating your Account which will release you from these Term of Service (survivals here??). You may deactivate your account in your platform Settings. As part of the process of deactivating your Program Account, you must ensure that all Enrolled Cards have been unenrolled.
Feedback. We welcome and encourage you to provide feedback, comments, ideas and suggestions for improvements, enhancements and modifications to the Platform ("Feedback"). You may submit Feedback by e-mailing us, at support@roundup.org. You acknowledge and agree that all Feedback you give us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of RoundUp. Without limiting the foregoing, you acknowledge that your Feedback may be disseminated or used by RoundUp or its affiliates for any purpose whatsoever, including developing, improving and marketing products. You hereby irrevocably transfer and assign to RoundUp all of your right, title, and interest in and to all Feedback, including all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback.
Age Requirements. The RoundUp Platform is intended solely for Users who are 16 years of age or older, and any registration by, use of or access to the Platform by anyone under 16 is unauthorized. If you are 16 or older but under the age of 18, you should review these TOU with your parent or guardian to make sure that your parent or guardian understands them, agrees to be bound by them and you should only use the Platform with their permission and under their supervision. If you are a parent or guardian of a child who is at least 16 years of age, but under the age of 18, and you give your child permission to use the Platform, you hereby agree to the terms set forth in these Terms if Use on behalf of both yourself and your child.
PROGRAM MECHANICS
Program participation automatically entitles each transaction completed with the Enrolled Card to be considered for eligibility for all Offers available under the Program. The Offers made available within the Program have the following specifications:
Round Ups
- When you use your Enrolled Card, data about your eligible transactions will be shared with the Program Vendor in order to calculate a round up amount on the purchase value. Only certain types of Cards (e.g. Visa, Mastercard, and other eligible credit cards, and certain Visa and Mastercard debit cards that do not use pin pad for the transaction) are eligible to benefit from the program. The list of eligible cards may change from time to time without any liability to you.
- The calculated rounding amounts per transaction will be displayed to you in the Program for your viewing.
- The rounding amounts per transaction will also be aggregated into the Monthly Rounding Contribution in your Program Account. At the end of the month that total Monthly Rounding Contribution will be communicated to us by the Program, and we will communicate that amount to you and remind you that your Designated Charge Card will be charged that amount.
- The minimum Monthly Rounding Contribution is $10.
- Within 48 hours of this communication, we will initiate a charge on your Designated Charge Card for an amount equal to this Monthly Rounding Contribution mount. The Monthly Rounding Contribution will be transferred to the Contribution Recipient, net of fees.
NO SOLICITATION OR ENDORSEMENT
The Platform provides Users with the ability to designate a nonprofit Organization to receive Donations generated from the rounding up of purchases made with a Designated Charge Card, net of fees. User understands that all Donations are sent to OCF with instructions to forward the donation to Organization chosen by the User. When you create your Account you will have the ability to review and select from a large list of charitable organizations. In some cases, we may also display a charitable organization's logo or provide additional information about that charitable organization, apart from the aggregated list; you can change your selection at any time. Be advised that the listing or display of a charitable organization on the Platform does not constitute a solicitation of donations. RoundUp does not engage in any solicitation activities on behalf of, or endorse, any of the charitable organizations that may be included on or linked from the Platform, nor does it consult on the solicitation of contributions, on behalf of any individual, entity, or organization that may be included on or linked from the Platform. RoundUp does not endorse and has no affiliation with any of the charitable organizations accessed via the Platform, and we make no warranty or guarantee about the accuracy, completeness, or adequacy of the information that may be displayed. As a potential donor to these organizations, it is your sole responsibility to review and research the charitable organizations you request that your donation gets directed to.
Disbursements
OCF is a United States 501(c)(3) tax-exempt public charity that facilitates the grant disbursement process for RoundUp by receiving all Donations from RoundUp based on Users’ purchases with a Designated Charge Card, and granting the donations, net of fees, to Organizations based on Users’ designations. All donations made by RoundUp to OCF in connection with the Platform are subject to OCF’s exclusive control and discretion. To receive disbursements from OCF, Organization(s) must be eligible to receive grants in accordance with OCF’s Grantmaking Policy, which includes the Organization being in good standing with the IRS as a 501(c)(3) tax-exempt organization, and being in good standing with applicable state regulatory agencies. RoundUp sends donations to OCF on a monthly basis. Within fifteen (15) days after the end of each month, OCF will disburse the funds received from RoundUp to all eligible User-designated Organizations during the previous month. If OCF determines that a User-designated Organization is not eligible to receive a grant, OCF shall inform RoundUp, and RoundUp shall select an alternate Organization, and OCF will send the donated funds to the alternate Organization no later than 30 days after the determination of eligibility. Should a User-designated Organization not be eligible, OCF will exercise best efforts to distribute the funds to an organization with purposes similar to the designated Organization’s purposes.
Intellectual property rights
Trademarks and Service Marks
Certain trademarks are the service marks and trademarks of RoundUp. All page headers, custom graphics, and button icons are service marks, trademarks, logos, and/or trade dress of RoundUp. All other trademarks, service marks, trade dress, product names, company names logos and graphics, whether registered or not, on the Platform are the property of their respective owners. In addition to complying with all applicable laws, you agree that you will not use any such trademarks, service marks, trade dress, or the logos from these Platform without the prior written authorization of RoundUp or their respective owners.
Copyright
Except as otherwise expressly stated, all content appearing on the Platform – including all scripts, videos and similar materials, is the copyrighted work of either RoundUp or third-party partners and suppliers, and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all content is also the exclusive property of RoundUp, and is protected by U.S., and international copyright laws. Except as otherwise expressly stated herein or as expressly permitted, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or content obtained from the Platform, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of RoundUp, or any applicable third-party suppliers or authorized Users. The use of content, including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by RoundUp. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. RoundUp does not warrant nor represent that your use of any content or materials displayed on the Platform will not infringe rights of third parties.
RoundUp License Grant
These TOU provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to access the Platform solely for your own personal use. Your use of the Platform and information made available through the Platform are conditioned on your continued compliance with the terms and conditions of these TOU. Accordingly, you expressly acknowledge and agree that RoundUp transfers no ownership or intellectual property interest or title in and to the RoundUp.
Reservation of Rights
RoundUp reserves the right, in its sole discretion and at any time, to modify, interrupt, limit, suspend or discontinue, temporarily or permanently, the Platform, in whole or in part, including, but not limited to, as we deem necessary for purposes of maintenance, upgrades and the like, or to maintain the Platform or to comply with applicable law. RoundUp shall not be liable to you or to any third party for any such modifications, suspensions or discontinuances of the Platform.
Additional Acknowledgments
You hereby agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the RoundUp Platform and all Content. In addition, you also acknowledge and agree that use of the Internet and access to or transmissions or communications with the RoundUp Platform is solely at your own risk. While RoundUp has endeavored to create a secure and reliable Platform, you should understand that the confidentiality of any communication or material transmitted to/from the RoundUp Platform over the Internet or other form of global communication network cannot be guaranteed. Accordingly, RoundUp is not responsible for the security of any information transmitted to or from the Platform.
Prohibited Use/Activities
In addition to any other restrictions or conditions of use, you hereby acknowledge, and represent and warrant, that your use of the Platform, and any submissions or contributions, will not be, or alleged to be:
- unlawful, unauthorized, fraudulent or malicious in purpose;
- false, offensive, abusive, libelous, hateful, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, pornographic;
- an invasion another's right of privacy or publicity;
In addition, you agree you will not:
- license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Platform or Content in any way;
- modify or make derivative works based upon the Platform or Content;
- “frame” or “mirror” the Platform on any other server or wireless or Internet-based device;
- reverse engineer or access the Platform in order to (a) design or build a competitive product or service, (b) design or build a product using similar ideas, features, functions or graphics of the Services or Application, or (c) copy any ideas, features, functions or graphics of the Services or Application;
- launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Services or Platform;
- interfere with or disrupt the integrity or performance of the Platform or the data contained therein, or attempt to gain unauthorized access to the Platform or its related systems or networks.
RoundUp will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. You acknowledge that RoundUp has no obligation to monitor your access to or use of the Platform, but has the right to do so for the purpose of operating the Platform and providing the Services, to ensure your compliance with these TOU, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
Third-Party Providers
You acknowledge and understand that RoundUp uses third-party service providers (“Third-Party Providers”) to provide various services to RoundUp and to you in connection with use of our Platform and related Services, including to link credit cards and to collect and disburse your donations generated from your round ups. You agree that RoundUp is allowed to share information and other data about you with Third-Party Providers and others in connection with your use of the Platform, and as may be set forth in our Privacy Policy. You agree to comply with, and you acknowledge and agree that the terms of each such Third-Party Provider made available to you at or in connection with a transaction or otherwise, as well as all legal terms and privacy policies of such Third-Party Providers, shall be binding upon you, applicable.
Links to Other Websites
The Platform provides links to other independent third-party websites, which may include websites that sell products and services (the “Linked Sites”). Linked Sites are not under our control, and we are not responsible for and do not endorse the content of Linked Sites, including any products, services information or materials purchased through or otherwise contained on Linked Sites. You will need to make your own independent judgment regarding your interaction with Linked Sites. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Linked sites, other third-party websites, or websites linking to the Platform. You should review the applicable terms and policies, including those pertaining to privacy and data gathering practices, of all websites that you visit, and you should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Disclaimers
The Platform should not be construed to be making any product or services recommendation, including with respect to quality, safety, price, or usability. For the avoidance of doubt, RoundUp does not approve or endorse, is not responsible or liable for, and makes no representations as to any product or service that may be accessed via use of the Platform. The promotion of any offer(s) shall not be interpreted to imply any association, sponsorship, endorsement, or affiliation with any third party. WHILE RoundUp ENDEAVORS TO PROVIDE A RELIABLE AND FUNCTIONAL PLATFORM, ALL ELEMENTS OF THE PLATFORM ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE PLATFORM, INCLUDING ANY PRODUCTS OR SERVICES PROVIDED BY THIRD PARTIES. RoundUp EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM AND ALL ELEMENTS THEREOF, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, SATISFACTORY QUALITY, QUIET ENJOYMENT AND ACCURACY, OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. RoundUp ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE PLATFORM WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY OF THE LINKS THAT YOU ACCESS VIA THE PLATFORM WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL ROUNDUP, OLIVE GROUP LTD, VISA OR MASTERCARD (AND ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, DEVELOPERS, NETWORKS, AND DISTRIBUTORS) BE LIABLE FOR (i) ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, BUSINESS OR PROFITS THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE PLATFORM, REGISTER FOR AN EVENT, OR USE OF ANY OF THE SERVICES, OR (ii) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY RoundUp OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE PLATFORM, OR (iii) ANY DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR ANY OTHER ACTION. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. BY USING THE PLATFORM, YOU EXPRESSLY AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN; IF YOU DO NOT AGREE TO THIS ALLOCATION OF RISK, YOU MUST NOT USE THE PLATFORM.
Indemnity
You agree to defend, indemnify, and hold harmless RoundUp and affiliates Olive, Visa and Mastercard and all of their respective employees, funders, parents, subsidiaries, joint ventures, affiliates, agents, developers, directors, officers and attorneys from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses) relating to or arising from i) any breach or alleged breach by you of this TOU, or ii) any act or omission related to your use of this Platform, or iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right.
Governing Law
This TOU has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of Delaware, U.S.A. as applied to agreements entered into and completely performed in the State of Delaware. You and RoundUp each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue to the federal and state courts located in Wilmington, Delaware.
YOU AND RoundUp AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR RoundUp WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR RoundUp ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND RoundUp FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, RoundUp, AND ALL PARTIES TO ANY SUCH PROCEEDING.
Arbitration
At RoundUp’s sole discretion, any disputes or claims under this TOU or its breach may be submitted to and resolved exclusively by arbitration conducted in accordance with American Arbitration Association rules. One arbitrator appointed under such rules shall conduct arbitration. Any such arbitration shall be in Wilmington, Delaware, and the laws of Delaware shall be applied. Any decision in arbitration shall be final and binding upon the parties. Judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding the above, RoundUp may sue in any court for infringement of its proprietary or intellectual property rights. All claims you bring against RoundUp must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Any claim or cause of action arising out of or related to use of the Platform and/or any of the Content, or these TOU, must be filed within one (1) year after such claim or cause of action arose regardless of any status or law to the contrary. In the event any such claim or cause of action is not filed within such one (1) year period, such claim or cause of action shall be barred. Any failure to act by RoundUp with respect to a breach by you or others does not waive RoundUp’s right to act with respect to subsequent or similar breaches.
Term and Termination
This TOU and your right to use the RoundUp Platform will take effect at the moment you access the RoundUp Platform, and is effective, binding and enforceable for as long as you use the Platform. In addition, RoundUp reserves all of its legal rights to pursue any and all legal remedies if we believe you are using the Platform for fraudulent or unlawful activity or you are taking any actions or omissions that violate any term or condition of this TOU, or in order to protect its name and goodwill, its business, and/or other Users. RoundUp may terminate your Account at any, for any reason, or no reason. All provisions of this TOU that by their nature our intended to survive termination will so survive and remain binding and effective – such provisions include, but are not limited to the miscellaneous section below, the provisions concerning RoundUp's proprietary rights, indemnity, disclaimers of warranty, limitation of liability, and governing law.
Changes to the Terms of Use
RoundUp reserves the right to change, alter, replace or otherwise modify these Terms of Use at any time. The date of last modification is stated at the end of these Terms of Use. It is your responsibility to check this page from time to time for updates, and you hereby acknowledge and agree that you will be bound by the then current posted Terms of Use.
Miscellaneous
This TOU constitutes the entire agreement between you and RoundUp and governs your use of the Platform, superseding any prior agreements between you and RoundUp. You will not assign the TOU or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of RoundUp. Any purported assignment or delegation by you without the appropriate prior written consent of RoundUp will be null and void. We may assign these TOU or any rights hereunder without your consent. Failure by RoundUp to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver by RoundUp of that or any subsequent default or failure of performance. The Platform are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject RoundUp to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Platform or any portion of the Platform, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the service or other features that the Platform provides. If any provision (or part thereof) contained in this TOU is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and RoundUp as a result of this TOU or your utilization of the RoundUp Platform. Headings herein are for convenience only.
