TERMS OF USE


The following terms and conditions and our PRIVACY POLICY (together with any additional terms on each applicable Order Form (defined below), the "Agreement") govern all use of the www.roundinfinity.com and all its sub-domains (collectively referred to as the "Site") and the products and services available at the Site (taken together with the Site, the "Service"). The Service is owned and operated by RoundInfinity, Inc. ("RoundInfinity"). BY USING OR ACCESSING ANY PART OF THE SERVICE, YOU (AND THE ENTITY OR COMPANY THAT YOU REPRESENT) (TOGETHER - "USER") ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT.

As used herein, "User" means all users of the Service. "Subscriber" means a User that is a paying subscriber to the Service (which, for clarity, excludes Users subscribing on a free-trial basis). This Agreement sets forth certain terms and conditions that apply just to Subscribers - and not all Users. In the event any Subscriber-specific terms/conditions (including, without limitation, any such terms/conditions that may be stipulated on a mutually executed RoundInfinity order form that references these terms (each, an "Order Form")) conflict with any of the terms/conditions that apply to Users generally, the Subscriber-specific terms/conditions shall control. If User represents a company or other organization - this Agreement is binding on, and "User" includes, both the individual and such organization.

RoundInfinity reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time, but if we do, we will bring it to User's attention by placing a "Revision Date" on this page or by placing a notice on the Site or by sending User an email and/or by some other means. User's or Subscriber's continued use of the Service following the posting of any changes to this Agreement constitutes acceptance of those changes.

1. Access


Subject to the terms and conditions of this Agreement, the Service is solely for User's use in connection with business purposes. For clarity, the Service may include downloadable code such as software development kits ("SDKs"), mobile applications, etc. Any and all such code and/or SDKs will be deemed part of the "Services" and will be subject to the terms and conditions of this Agreement and all restrictions contained herein. RoundInfinity may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or content. RoundInfinity may also impose limits on certain features and services or restrict User's access to parts or all of the Services without notice or liability.

User certifies to RoundInfinity that if User is an individual (i.e., not a corporation) User is at least 18 years of age. User also certifies that it is legally permitted to use the Service, and takes full responsibility for the selection and use of the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.

User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Service. User shall be responsible for ensuring that such equipment or ancillary services are compatible with the Service.

2. Ownership


RoundInfinity owns all intellectual property rights in and to the Service. Other than the limited license right to User to utilize the Service, nothing contained in this Agreement shall be construed as granting you or any of your end users any rights in or to the Service. Subject to the terms and conditions of this Agreement, we hereby grant the Subscriber a limited scope, nonexclusive, nontransferable license for you to use and access the Service.

3. Restrictions


In connection with the Service, User shall comply with all laws and regulations (including, without limitation, as related to the privacy of User's end users).

User shall not, nor permit anyone else to, directly or indirectly: (i) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Service (ii) modify or create derivatives of any part of the Service (iii) rent, lease, or use the Service for timesharing or service bureau purposes; or (iv) remove or obscure any proprietary notices on the Service.

User shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. RoundInfinity reserves the right to bar any such activity.

User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any RoundInfinity server, or to any of the services offered on or through the Service, by hacking, password "mining", or any other illegitimate means.

User shall not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service.

User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or RoundInfinity's systems or networks, or any systems or networks connected to the Service or to RoundInfinity.

User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person's use of the Service.

User shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement.

User shall not use the Service if User is a direct competitor of RoundInfinity, except with our prior written consent.

3. Fees and Payment


If User is a Subscriber, User will pay RoundInfinity fees for the Service as set forth in the Pricing Page (or Order Form, if applicable) ("Fees"). Unless otherwise agreed to by the parties in writing (including in an Order Form), (a) all Fees are payable upon demand by RoundInfinity-accepted credit card. Fees for each subscription period will be billed in advance (within five (5) days from the beginning of the applicable subscription period), (b) subscription Fees are billed on a recurring basis and Subscriber hereby authorizes RoundInfinity to charge Subscriber's credit card for such purposes, and (c) RoundInfinity reserves the right to change the Fees at any time (and such changes will apply on a going forward basis). Unpaid Fees are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection. Subscriber shall be responsible for all taxes associated with Service other than taxes based on RoundInfinity's net income. If Subscriber believes that RoundInfinity has billed Subscriber incorrectly, Subscriber must notify RoundInfinity thereof (in writing) no later than sixty (60) days after the date on which RoundInfinity has charged Subscriber, otherwise the amount charged shall be conclusively deemed correct by the parties. All Fees paid are non-refundable, except in the event of overpayment, but subject to the preceding sentence.

4. Account Registration and Security


As a condition to using certain products and services of the Service, User is required to register with RoundInfinity and select a domain name ("RoundInfinity Domain"). User shall provide RoundInfinity with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User's account. RoundInfinity reserves the right to refuse registration of, or cancel a RoundInfinity Domain in its discretion. User shall be responsible for maintaining the confidentiality of User's RoundInfinity password and other account information.

5. Permission to use Content


User agrees that all content and materials (collectively, "Content") delivered by RoundInfinity via the Service, or otherwise made available by RoundInfinity at the Site, are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by RoundInfinity in writing, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such Content. However, User may print or download a reasonable number of copies of the Content for User's own informational purposes; provided, that User retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Content or design elements on the Site for any other purpose is strictly prohibited without the express prior written permission of RoundInfinity.

6. Indemnification


User agrees to indemnify, defend, and hold RoundInfinity and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from your use of the Site and/or any Content, or any violation of this Agreement or applicable law. Your indemnification, defense, and hold harmless obligations will survive the termination of your use of the Service and/or this Agreement.

7. Privacy Policy


User acknowledges and agrees that all information collected by RoundInfinity is subject to our PRIVACY POLICY. By using RoundInfinity Service, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.

8. Warranty Disclaimer


THE SERVICE AND THE CONTENT ARE PROVIDED TO YOU ON AN "AS IS" "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, AND ROUNDINFINITY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. NEITHER ROUNDINFINITY NOR ANY PERSON ASSOCIATED WITH ROUNDINFINITY MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE OR THE CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER ROUNDINFINITY NOR ANYONE ASSOCIATED WITH ROUNDINFINITY REPRESENTS OR WARRANTS THAT THE SERVICE OR THE CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR THE CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

9. Limitation of liability


IN NO EVENT SHALL ROUNDINFINITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00 (U.S.) (PROVIDED THAT, IF USER IS A CUSTOMER - SUCH MONETARY CAP SHALL BE THE AMOUNT OF FEES PAID TO ROUNDINFINITY DURING THE THREE (3) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES). IN ADDITION, ROUNDINFINITY SHALL NOT BE LIABLE FOR ANY LOSS OR LIABILITY RESULTING, DIRECTLY OR INDIRECTLY, FROM USER'S INABILITY TO ACCESS OR OTHERWISE USE THE SITE (INCLUDING, WITHOUT LIMITATION, ANY DELAYS OR INTERRUPTIONS DUE TO ELECTRONIC OR MECHANICAL EQUIPMENT FAILURES, DENIAL OF SERVICE ATTACKS, DATA PROCESSING FAILURES, TELECOMMUNICATIONS OR INTERNET PROBLEMS OR UTILITY FAILURES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. Term; Termination; Suspension;


RoundInfinity reserves the right to make changes to, suspend, or discontinue (temporarily or permanently) the Service or any portion thereof (including any Content) at any time. You agree that RoundInfinity will not be liable to you or to any third party for any such change, suspension, or discontinuance. RoundInfinity has the right to deny access to, and to suspend or terminate your access to, the Service or to any features or portions thereof, at any time and for any reason, including if you violate these Terms or do not pay your Fees on time. The Subscriber can terminate this Agreement at any time by following instructions located in User's RoundInfinity "Billing" page. On termination of this Agreement, User will not be able to access the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers and limitations of liability.

11. Export and trade controls


User agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or pursuant to the Service except in full compliance with all United States, foreign and other applicable laws and regulations.

12. Privacy


User is responsible for complying with all applicable data protection and privacy laws in respect of User's use of the Service and with regard to any personal data that User provides to RoundInfinity through the Service and any instructions it issues to RoundInfinity in respect of such personal data. In particular, User will ensure it has properly informed and obtained all necessary rights, authorizations or consents from any data subjects to whom the data relates, to enable RoundInfinity to lawfully access their personal data under this Agreement and to process their personal data outside of their country of residence. User shall not provide any Sensitive Data to RoundInfinity and User shall remain liable for the same. For the purposes of this Agreement, "Sensitive Data" shall mean any data relating to a person's racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic or biometric material, health data, data about sex life or sexual orientation, or data about criminal convictions and offenses. If User's use of the Service requires RoundInfinity to process personal data falling within the scope of EU Regulation 2016/679 (the "GDPR"), [you must sign our GDPR Data Processing Addendum ("DPA"), you can request a copy of the same by sending a mail to support@roundinfinity.com. Once signed by both the parties, the DPA shall hereby be incorporated into this Agreement by reference. In the event of any conflict between the terms of the DPA and this Agreement as they relate to User data, the DPA shall prevail to the extent of such conflict.

13. Optional Integration Services


User acknowledges that in the provision of certain optional services, RoundInfinity, on receipt of instructions from User, may be required to transfer User data (including Personal Data) to and otherwise interact with third party services. User agrees that if and to the extent such data transfer occurs, RoundInfinity is in no way liable or responsible for the provision of the services or the handling and processing of data by such optional integration service. For the avoidance of doubt, such third parties are not RoundInfinity's subprocessors.

14. Copyright


All content included by RoundInfinity on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of RoundInfinity or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of RoundInfinity and protected by U.S. and international copyright laws. All software used on (or provided through) the Site is the property of RoundInfinity or its software suppliers and protected by United States and international copyright laws.

15. Miscellaneous


The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. RoundInfinity shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond RoundInfinity's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub licensable by User except with RoundInfinity's prior written consent. RoundInfinity may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof, and the parties hereby consent and submit to the exclusive jurisdiction and venue of the state and Federal courts located in San Francisco, California. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind RoundInfinity in any respect whatsoever.

16. Public Relations


Customer agrees that RoundInfinity may create a case study and/or issue a press release mentioning Customer's use of the Service. These materials will be statements of facts about the relationship between Customer and RoundInfinity and will also constitute an endorsement. Customer further consents to the use of Customer's name in RoundInfinity's marketing and sales materials, including on its website.