PLATFORM TERMS OF USE

Introduction

Thank you for your interest in Roundabout! We understand that you’re excited to use our site and services, but it’s important that you read these Platform Terms of Use. This document contains important legal terms that apply to all users of Roundabout, a platform created by the nonprofit organization, New_ Public. Only users who agree to these terms are allowed to access our service. So, we want to make sure that each user is informed about the legal conditions that apply.

If you have questions about any of the provisions in this document, please feel free to contact us at hi@roundabout.town and we will do our best to respond.

Agreement

License Grant and Restrictions

This TOU provides to You a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to use and access the Platform solely for Your lawful personal use as specifically described herein, conditioned on Your continued compliance with this TOU.

When using the Platform in accordance with the foregoing license, You shall not directly or indirectly: (a) use the Platform to create any service, software, or documentation that performs substantially the same functionality as or otherwise competes with the Platform; (b) disassemble, decompile, reverse-engineer or use any other means to attempt to discover any source code, algorithms, or trade secrets underlying the Platform or any of its components; (c) encumber, sublicense, transfer, distribute, rent, lease, time-share or use the Platform in any service bureau arrangement or similar commercial purposes; (d) adapt, combine, create derivative works of or otherwise modify the Platform; (e) disable, circumvent, or otherwise avoid or undermine any security device, mechanism, protocol, or procedure implemented in the Platform; (f) use or access the Platform for any unlawful, fraudulent, deceptive, malicious, or otherwise harmful or injurious purpose; (g) remove, obscure, deface, or alter any proprietary rights notices on any element of the Platform or accompanying documentation; (h) use the Platform in any manner which could damage, disable, overburden, or impair the Platform or interfere with any third party’s authorized use of the Platform; (i) engage in any “data mining,” “deep-link,” “page-scrape,” or use “bots,” “spiders,” or similar data gathering and extraction tools or methods in connection with the Platform; or (j) probe, scan, or test the vulnerability of the Platform or any systems or network infrastructure connected with the Platform, including without limitation by stress testing or penetration testing.

User Obligations

You represent that You are either (a) at least eighteen (18) years of age or the legal age of majority in Your jurisdiction (whichever is greater), or (b) using the Platform with the consent and approval of Your parent or legal guardian who agrees to this TOU on Your behalf, and will, at all times, provide true, accurate, current, and complete information (for which You have all necessary rights, permission(s), or authority to provide) when submitting information through the Platform. In addition, You are responsible for compliance with all applicable laws, rules, and regulations with respect to Your use of the Platform (including use of any permitted copies of the Platform materials and information).

The Platform is not intended for use or access by any individual under the age of thirteen (13) years, and Organization does not knowingly, willingly, or intentionally collect personal information from such individuals in any medium for any purpose.

Your Account

You may be required to register an account to use the Platform or certain features of the Platform. Each registration is for a single user only, unless otherwise expressly agreed by Organization. Registration for the Platform may also require access credentials or adherence to other access requirements as designated by Organization in its sole discretion from time to time. You hereby agree to treat Your access credentials as confidential and not to disclose such information to any third party without the express prior written consent of Organization, which may be granted or withheld in its sole discretion. You shall immediately notify Organization if You suspect or become aware of any loss, theft, or unauthorized use of Your login credentials. Organization will not be liable for any loss or damage arising from Your failure (whether intentional or unintentional) to comply with these obligations.

By submitting the requested information to the registration form or similar process on the Platform, You represent and warrant that the information You submit for registration is complete, true, accurate, and current in all respects. You must maintain and promptly update Your submitted account information to ensure that such information is complete, true, accurate, and current. Organization reserves the right to suspend, terminate, or otherwise discontinue Your account and/or pending registration if Organization has reasonable grounds to suspect that any information You have submitted is untrue, inaccurate, not current, or incomplete, or that Your registration, account, or use of the Platform is in violation of applicable law or this TOU.

Electronic Communications

Organization may send emails or other electronic messages to You concerning Your use of the Platform. You consent to receive such electronic communications and You agree that all such electronic communications constitute valid legal notices satisfying any requirement that such notices be in writing.

Links to Third-Party Platforms and Services

Certain services, features, or components made available via the Platform are delivered by third-party providers. By using any product, service, or functionality originating from the Platform, You hereby acknowledge and consent that Organization may share such information and data with the applicable third-party provider as may be required to enable and facilitate the requested third-party product, service, or functionality via the Platform.

ORGANIZATION EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY MATERIALS, PROGRAMS, APPLICATIONS, TOOLS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE PLATFORM, AND YOU AGREE THAT ORGANIZATION SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF ANY DEALINGS BETWEEN YOU AND A THIRD PARTY, WHETHER OR NOT FACILITATED BY OR MADE IN CONNECTION WITH THE PLATFORM

Third-Party Terms and Conditions

Additional notices, terms, and conditions may apply to products, services, receipt of or access to certain materials, participation in a particular program, and/or specific portions or features of the Platform, including without limitation the terms of third-party applications incorporating or utilizing the Platform and/or Your accounts with third-party providers of such applications. You hereby agree that: (a) this TOU operates in addition to any terms of use imposed or required by any such third-party provider; and (b) the terms of this TOU supplement and do not alter or amend any such third-party terms of use.

Data Privacy

You understand, acknowledge, and agree that the operation of certain features of the Platform may require or involve the provision, use, and dissemination of various items of personally identifiable information, including without limitation personal contact information. Please refer to Organization’s Privacy Policy available at https://roundabout.town/privacy-policy (as may be updated by the Organization from time to time), for a summary of Organization’s policies and practices regarding personally identifiable information.

Proprietary Rights

All materials and information included as part of the Platform, including without limitation all content, text, graphics, logos, and images made available on the Platform, as well as the compilation thereof, and any software or other proprietary materials used on or integrated with the Platform, are the property of Organization or its applicable third-party licensors, and are protected by copyright and other laws governing intellectual property and proprietary rights. Organization reserves all rights in the Platform not expressly granted herein.

You agree that You do not acquire any ownership rights in any part of the Platform under this TOU or through Your use of the Platform. Organization does not grant You any rights or licenses, express or implied, to any intellectual property hereunder except as specifically authorized by this TOU.

Deliverables

As part of the Platform, Organization may render certain reports, analytics, content, documentation, and other deliverables to You (collectively, “Deliverables”). You agree that: (i) all such Deliverables provided by Organization are licensed to You, and not sold, assigned, or transferred; and (ii) as between Organization and You, Organization is the sole owner of all right, title, and interest in and to such Deliverables, and reserves all rights to the Deliverables not expressly granted herein. Organization grants to You the non-exclusive, non-sublicensable, non-transferable, revocable license to use and access such Deliverables solely for your internal, non-public business use during the term of this TOU, subject to your compliance with the terms of this TOU.

Customer Data

In the course of accessing and using the Platform, You may make available to Organization certain of Your pre-existing proprietary data or content (“Customer Data”), including without limitation by uploading or submitting Customer Data to the Platform. As between Organization and You, You are the sole owner of all proprietary ownership rights, title, and interest in and to Customer Data. You grant to Organization a non-exclusive, royalty-free right to use the Customer Data in connection with the Platform and its respective obligations hereunder. Such license shall be sublicensable to Organization’s third-party contractors in furtherance of the foregoing permitted purpose, provided that Organization shall be responsible for any such contractors’ compliance with the applicable terms hereof.

Feedback

“Feedback” means any feedback, recommendations, enhancement requests, suggestions, testimonials, endorsements, or ideas for improvement communicated to Organization by You regarding the Platform or Organization’s products and services. From time to time, You may voluntarily provide Feedback to Organization, whether or not in response to specific requests or solicitation by Organization. In such event, You grant to Organization a perpetual, irrevocable, fully transferable, freely sublicensable, royalty-free, worldwide license to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Feedback for any purpose in Organization’s discretion without restriction. The foregoing license to Feedback shall survive the termination or expiration of this TOU for any reason.

Submissions

Certain features of the Platform may permit You to upload, post, display, transmit, or otherwise provide certain information or content to the Platform (each a “Submission” and collectively “Submissions”). You hereby grant to Organization a royalty-free, fully transferable, fully sublicensable license to use, display, copy, perform, reproduce, modify, record, distribute, and create derivative works of Submissions in connection with: (i) Organization’s operation of the Platform and its features and functionalities; (ii) Organization’s development, promotion, and implementation of its programs, and content; and (iii) Organization’s research, development, and other operations.

To the extent that a Submission includes Your name, likeness, image, voice, and/or performance (collectively, “Likeness Rights”), You also grant to Organization a royalty-free, fully transferable, fully sublicensable, perpetual, irrevocable, worldwide license to use, reproduce, and distribute such Likeness Rights in connection with Organization’s exercise of its rights to the Submissions as set forth above.

In addition, You agree that You will not upload, post, display, or transmit any Submission(s) that:

• (a) are illegal, defamatory, deceptive, fraudulent, discriminatory, tortious, obscene, pornographic, or otherwise objectionable;
• (b) infringe, misappropriate, or otherwise violate the personal or proprietary rights of others;
• (c) contain any virus, malware, worm, Trojan horse, disabling device, or any other harmful or malicious script, code, or tool;
• (d) impersonates any person or entity or falsely states or otherwise
• (e) unsolicited promotions, advertisements, or spam;
• (f) harms, harasses, threatens, or violates the rights of any third party, or promotes, provokes, or incites violence; or
• (g) constitutes false advertising, false endorsement, or is otherwise false, misleading, or likely to cause consumer confusion.

Organization may screen, review, edit, moderate, or monitor Submissions from time to time at its discretion, but has no obligation to do so. In any event, Organization is not responsible for Your or any other user’s Submissions, and shall have no liability or responsibility for the quality, content, accuracy, legality, or effectiveness of any Submissions.

By uploading, posting, displaying, transmitting, or otherwise providing a Submission to the Platform, You represent and warrant that: (i) You possess all legal rights required to upload, post, display, and/or transmit each Submission and permit Organization to use such Submission as set forth herein (including without limitation any necessary third-party license rights or required consents under applicable law); (ii) each Submission is in full compliance with all applicable laws and regulations; and (iii) Your Submissions do not infringe, misappropriate, or otherwise violate the personal or proprietary rights of any third party.

You also agree to abide by Organization’s Community Agreements in Your use of the Platform, as may be updated by Organization from time to time.

Indemnification

You agree to indemnify, defend, and hold harmless Organization and its officers, directors, employees, agents, successors, and assigns from and against any losses, costs, liabilities, damages, and expenses (including reasonable attorney's fees) relating to or arising out of Your violation of (a) this TOU, (b) any personal or proprietary rights of a third party, or (c) any applicable laws, rules, or regulations. Organization reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Organization in asserting any available defenses.

Disclaimers and Excluded Liability

ORGANIZATION DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL OPERATE ERROR-FREE OR ON AN UNINTERRUPTED BASIS. THE PLATFORM AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ORGANIZATION HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT ORGANIZATION MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE WHATSOEVER REGARDING THE QUALITY, ACCURACY, EFFECTIVENESS, LEGALITY, RELIABILITY, OR TIMELINESS OF ANY SERVICES, DELIVERABLES, CONTENT, OR INFORMATION MADE AVAILABLE IN CONNECTION THEREWITH OR ANY RESULTS OBTAINED THEREFROM. YOU AGREE THAT YOUR USE OF AND ACCESS TO THE PLATFORM ARE ENTIRELY AT YOUR OWN RISK, AND THAT YOU ARE SOLELY LIABLE AND RESPONSIBLE FOR THE RESULTS OF SUCH USE AND ACCESS, SUCH THAT ORGANIZATION SHALL HAVE NO LIABILITY OR RESPONSIBILITY THEREFOR UNDER ANY LEGAL THEORY OR CAUSE OF ACTION NOW KNOWN OR HEREAFTER ESTABLISHED.

IN NO EVENT SHALL ORGANIZATION BE LIABLE HEREUNDER, REGARDLESS OF THE FORM OF CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE), FOR ANY LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS, OR SERVICES, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, REVENUES, PROFITS AND/OR GOODWILL, EVEN IF SUCH DAMAGES WERE REASONABLY FORSEEABLE OR IF ORGANIZATION WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE INSUFFICIENCY OR FAILURE OF ANY REMEDY PROVIDED HEREIN.

CERTAIN JURISDICTIONS AND LAWS MAY NOT PERMIT SOME OR ALL OF THE DISCLAIMERS OF LIABILITY SET FORTH IN THIS TOU. IN THE EVENT THAT SUCH A JURISDICTION OR LAW APPLIES TO THE SUBJECT MATTER OF THIS TOU, THE DISCLAIMERS HEREIN CONTAINED WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

No Professional Advice

The content and information contained in or made available through the Platform, as well as the transactions and other features performed on the Platform, cannot replace or substitute for the services of qualified professionals in any field, and nothing contained on the Platform should be treated or construed as professional advice on matters including but not limited to financial, tax, medical, or legal matters. You are solely responsible for the outcomes and results of any purchase, sale, or other transaction that You conduct via the Platform.

You acknowledge that You are solely responsible and accountable for your decisions, actions, and results regarding financial, tax, medical, and legal matters, and agree that Organization shall not be held liable for any decisions made by You in reliance or with reference to any content or information that You access on the Platform with respect to such matters.

Artificial Intelligence and Machine Learning

Certain features of the Platform utilize and incorporate artificial intelligence, machine learning, and related technologies (collectively, “AI”). You acknowledge that AI is a developing technology, and that the outputs generated by AI features of the Platform may be incomplete, inaccurate, offensive, or otherwise unpredictable. In addition to and without limiting any other disclaimer of warranty or liability set forth in this TOU, Organization expressly and specifically disclaims any liability, responsibility, and/or guarantee whatsoever regarding the outputs or processes of AI features on the Platform, including without limitation any Deliverables.

You agree not to: (i) use the Platform (including without limitation any of its AI features) in connection with the creation, testing, development, modification, improvement, or updating of any AI owned by You and/or a third party; and (ii) make any misrepresentation or other false or misleading statement, act, or omission regarding the presence and utilization of AI in the Platform.

Term, Termination, and Suspension

This TOU takes effect (or re-takes effect) at the earlier of: (i) Your acceptance of this TOU during Your first registration of an account for the Platform; or (ii) the moment You first access, use, install, and/or log into the Platform. Organization reserves the right at any time and on any grounds, including without limitation any reasonable belief of fraudulent or unlawful activity, to deny or suspend Your access to the Platform, or to any portion thereof, in order to protect its name and goodwill, its business, its ownership and other rights in the Platform or any content or information therein, the security and stability of the Platform, and/or the rights of others. This TOU terminates automatically if You fail to comply with any provision hereof, subject to the survival rights of certain provisions identified below. You may also terminate this TOU at any time by ceasing to use the Platform, but each re-access or renewed use of the Platform will reapply the TOU to You.

Upon termination or expiration of the TOU for any reason, all licenses granted by Organization hereunder shall immediately terminate, and You must immediately cease all use of the Platform. The provisions of this TOU concerning Organization’s proprietary rights, Customer Data, Feedback, disclaimers of warranty, limitations of liability, waiver and severability, entire agreement, indemnification rights, arbitration, class action waiver, injunctive relief, and governing law will survive the termination of this TOU for any reason.

Without limiting the foregoing, Organization reserves the right, in its sole discretion, to terminate or suspend Your access to the Platform or any feature or portion thereof at any time, without notice to You, if Organization reasonably determines or suspects that You are in violation of this TOU.

Arbitration

In the event the parties hereto are not able to resolve any dispute between them arising out of or concerning this TOU, or any provisions hereof, whether arising in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved exclusively through final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered under the Commercial Arbitration Rules of the American Arbitration Association. The exclusive site of such arbitration shall be in New York, New York. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. The prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The entire dispute, including the scope and enforceability of this arbitration provision, shall be determined by the arbitrator. This arbitration provision shall survive the termination of this TOU for any reason. Notwithstanding the foregoing, Organization may bring a claim for injunctive relief against Your violation of this TOU in any court of competent jurisdiction.

Class Action Waiver

BY USING THE PLATFORM AND AGREEING TO THESE TERMS, YOU HEREBY WILLINGLY, EXPRESSLY, AND KNOWINGLY WAIVE ALL RIGHT TO BRING OR PARTICIPATE IN ANY CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR PRIVATE ATTORNEY-GENERAL ACTION BROUGHT UNDER OR IN CONNECTION WITH THIS TOU OR YOUR USE OF THE PLATFORM. YOU MAY NOT BRING ANY CLAIM, SUIT, OR OTHER PROCEEDING TO ENFORCE THIS TOU AS THE MEMBER OF ANY CLASS OR AS PART OF ANY SIMILAR COLLECTIVE OR CONSOLIDATED ACTION.

Governing Law

This TOU is governed by the laws of the State of New York, without reference to its principles of conflict of laws. Subject to the foregoing arbitration requirements, any claim, suit, or other proceeding brought between the You and Organization under this TOU shall be adjudicated exclusively in the state and federal courts sitting in the State of New York, and You hereby expressly submit to such jurisdiction for the final resolution thereof.

The Platform may not be used or accessed from or in any jurisdiction that does not give effect to all provisions of this TOU, including without limitation this paragraph.

Independent Contractors

The relationship between You and Organization under this TOU is that of independent contractors, and nothing herein or in Your use of the Platform shall be construed as creating any joint venture, partnership, employment, or agency relationship.

Security and Compliance

Organization reserves the right to view, monitor, and record Your activity on the Platform without notice or permission from You. Organization’s provision of the Platform is subject to existing laws and legal process, and nothing contained herein shall restrict or reduce Organization’s ability to comply with governmental, court, and law enforcement requests or requirements involving Your use of the Platform or information provided to or gathered by Organization with respect to such use.