Terms and Conditions

Effective August 15, 2017
Terms of Use

THESE TERMS OF USE (THESE “TERMS OF USE”) DEFINE THE RELATIONSHIP BETWEEN ROUND INVESTMENTS LLC (THE “COMPANY” OR “WE” OR “US”) AND YOU, THE PERSON ACCESSING THE ROUND WEBSITE LOCATED AT INVESTROUND.COM (THE “SITE”) . IF YOU ARE ACCEPTING THESE TERMS OF USE ON BEHALF OF A COMPANY, ORGANIZATION, GOVERNMENT, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO DO SO. IF YOU CANNOT CONFIRM THE FOREGOING, THEN YOU MUST NOT ACCEPT THESE TERMS OF USE AND MAY NOT USE THE SITE. YOU MAY USE THE SITE ONLY IN COMPLIANCE WITH THESE TERMS OF USE AND ALL APPLICABLE LAWS AND REGULATIONS.

We may amend these Terms of Use at any time by posting the revised Terms of Use on the Site. We may terminate these Terms of Use at any time by suspending or terminating access to the Site and/or notifying you. You can see when these Terms of Use were last revised by referring to the “Updated” legend above. Your continued use of the Site after we have posted revised Terms of Use signifies your acceptance of such revised Terms of Use. No amendment or modification of these Terms of Use will be binding unless in writing and signed by our duly authorized representative or posted to the Site by our duly authorized representative.

Binding Arbitration
ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THESE TERMS OF USE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN THE SECTION TITLED “BINDING ARBITRATION  AND APPLICABLE LAW” BELOW. PLEASE READ THE SECTION TITLED “BINDING ARBITRATION AND APPLICABLE LAW” CAREFULLY.

Website
By using the Site, you can be placed on our Wait List for updates of our advisory services (collectively, the “Wait List”). We reserve the right to modify or change our Site, temporarily or permanently, with or without notice to you, and we are not obligated to support or update the Site. You acknowledge and agree that we shall not be liable to you or any third party in the event that we exercise our right to modify, change or discontinue the Site

Wait List
We have provided an opportunity for visitors to the Site to enter their email to join a wait list of visitors who wish to receive further information as the advisory services gets under way (the “Wait List”). If you join our Wait List, you acknowledge and agree that joining the Wait List does not and will not make you our client (or a customer of any of our affiliates), obligate us to provide you any services, or create any other legal or regulatory duty on our part, other than the duty to exercise reasonable care to protect your email in accordance with our Privacy Policy.

Agreement with Respect to Terms of Use
These Terms of Use constitute a legally binding agreement between the Company and you. You are responsible for regularly reviewing these Terms of Use. You can review the most current version of the Terms of Use at any time on the investround.com website. Additional terms, including without limitation those set forth in the Agreements, may govern your use of certain Web pages within the Site. In the event that any provision, term or guideline contained on a particular Web page in the Site conflicts with these Terms of Use, the terms of such Web page shall control over these Terms of Use. You acknowledge that you have read these Terms of Use, and accept, understand and will be bound by such terms and conditions. You further acknowledge that these Terms and Conditions, together with the Privacy Policy and terms governing any individual Web page, represent the complete and exclusive statement of the agreement between us and supersede any proposal or prior agreement oral or written, and any other communications between us relating to your access or use of the Site.

Use and Restrictions

Content
All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork, algorithms, functionalities, features and computer code, including but not limited to design, structure, “look and feel” and arrangement of the content available on the Site or Application (collectively, “Content”) is owned, controlled or licensed by or to us, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. The Content and the Site are owned by the Company, and/or its licensors and suppliers (which may include lessors, lessees, owners, sellers, buyers, agents, brokers, multiple listing services, builders, service providers, content providers,  vendors and others) (collectively, “Licensors and Suppliers”). Except as expressly provided in these Terms of Use, no part of the Site or the Content may be copied, reproduced, republished, posted, publicly displayed, translated, or distributed in any way. Subject to the limited rights to use the Site pursuant to these Terms of Use, we retain all right, title and interest in and to the Site, including all related intellectual property contained therein. Certain features of the Site and our social media allow you to upload, post, publish, share, store, or manage data or visual content (“Materials”). By posting or publishing Materials, you represent and warrant to us that you have all necessary rights to distribute such Materials to us, either because you are the author and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of such Materials. You hereby grant to us and our authorized personnel a worldwide, royalty-free, fully-paid, exclusive, transferable, sublicensable license to copy, publicly perform, publicly display, publish, distribute, create derivative works of, and use Materials as we deem appropriate and in accordance with these Terms of Use. You acknowledge and agree that we will own all right, title, and interest in and to any Materials, content, or other works of authorship created by us or on our behalf. All Materials are the sole responsibility of the person who originated such Materials whether publicly posted or privately transmitted. Any use or reliance on any Content or Materials of other users posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or Materials posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Materials that might be offensive, harmful, inaccurate or otherwise inappropriate.

Warranties, Disclaimers and Limitations of Liability
Your Warranties
You represent and warrant to the Company that (a) all information that you provide to us is accurate and truthful, (b) you have the authority to share information with us and to grant us the right to use information as provided in these Terms of Use and Privacy Policy, and (c) your acceptance and use of the Site pursuant to these Terms of Use does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound.

Disclaimer of Warranties
ALTHOUGH THE COMPANY MAKES EFFORTS TO PROVIDE AN ACCURATE SITE, THE SITE AND ALL PARTS THEREOF ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”. THE COMPANY AND ITS MANAGING MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS (COLLECTIVELY, THE “COMPANY PARTIES”) DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SITE AND ITS CONTENT, (3) THE SITE AND ITS CONTENT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY COMPANY PARTY AND (4) THAT ACCESS TO OR USE OF THE SITE OR ITS CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. ANY RELIANCE UPON THE SITE AND ITS CONTENT IS AT YOUR OWN RISK AND THE COMPANY MAKES NO WARRANTIES. THE COMPANY RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE AND ITS CONTENT OR ANY FEATURE OR PART THEREOF AT ANY TIME.

The Site may be subject to limitations, delays, and other problems inherent in the use of the Internet, mobile devices and electronic communications. We are not responsible for any delays, delivery failures or other damages resulting from such problems. We do not guarantee the Site will be operable at all times. We reserve the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site or any portion of the Site; (2) to modify or change the Site, or any portion of the Site, and any
applicable policies or terms (except as described in the Privacy Policy); and (3) to interrupt the operation of the Site, or any portion of the Site as necessary to perform routine or non-routine maintenance, error correction, or other changes.

THESE DISCLAIMERS ARE INDEPENDENT OF ANY OTHER TERM IN THESE TERMS OF USE.

Limitation of Remedies
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE OR ITS CONTENT, WITH THE DELAY OR INABILITY TO ACCESS OR USE THE SITE, THE PROVISION OF OR FAILURE TO PROVIDE ANY CONTENT MADE AVAILABLE OR OBTAINED THROUGH THE SITE OR ITS CONTENT, OR OTHERWISE ARISING OUT OF THE USE OR ACCESS OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ANY CONTENT MADE AVAILABLE OR OBTAINED THROUGH THE USE OF THE SITE, AND ALL OTHER USE OF THE SITE, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS THEREFROM.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR ITS CONTENT, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Indemnification

Content and Materials
You will indemnify and hold the Company harmless with respect to any suits or claims arising out of (i) your breach of these Terms of Use; (ii) your fraudulent or malicious use of the Site or your misuse or abuse of the Site; or (iii) your violation of applicable laws, rules or regulations in connection with your use of the Site. YOU AGREE TO INDEMNIFY AND HOLD THE COMPANY, ITS THIRD-PARTY VENDORS, CORPORATE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS AND DEMANDS, INCLUDING, BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF ANY CONTENT PROVIDED BY YOU TO THE COMPANY AND ANY BREACH BY YOU OR YOUR AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES OF ANY PROVISIONS OF THESE TERMS OF USE.

Binding Arbitration and Applicable Law (Continued from Section titled “Binding Arbitration”
above)
Arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the Los Angeles, California office of JAMS (“JAMS”), in accordance with its then-existing Comprehensive Arbitration Rules & Procedures. The Arbitrator shall be authorized to award compensatory damages, but shall NOT be authorized to award noneconomic damages such as for emotional distress, or pain and suffering or punitive or indirect, incidental or consequential damages. Each party shall bear its own attorneys’ fees, cost and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS; however, the Arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator. Within fifteen (15) calendar days after conclusion of the arbitration, the Arbitrator shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this binding arbitration provision, you understand that you are waiving certain rights and protections which may otherwise be available if a claim or dispute were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence.

These Terms of Use are governed by the laws of Delaware without regard to conflicts of laws principles. Access or use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms of Use or accessing or using the Site or its contents. The Company’s performance under these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use is in derogation of the Company’s right to comply with governmental, court and law enforcement requests or requirements relating to your access or use of the Site or information provided to or gathered by the Company with respect to such use.

Interpretation

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations contained herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Use shall continue in effect. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Except as otherwise specified in these Terms of Use, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Notices to us must be sent in writing to the following email addressed to: team@investround.com and notices to you will be sent to the email address you provide to us, which addresses may be updated from time to time upon written notice to the other party. The Wait List, Content, other technology we may make available, and derivatives thereof may be subject to laws and regulations of the United States and other jurisdictions. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise. We may assign our rights and privileges
under these Terms of Use (including your user registration), without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, or to an affiliate, or in connection with a change in control. Subject to the foregoing, these Terms of Use shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

The term of these Terms of Use will continue for as long as we allow you access to and use of the Site. Sections titled “Content,” “Warranties, Disclaimers and Limitations of Liability,” “Applicable Law and Jurisdiction,” “Interpretation,” and “Indemnification,” and this Section shall survive any termination or expiration of these Terms of Use.

Questions? Contact us at team@investround.com