Last Updated: January 19, 2016
Please read these Terms carefully. Your use of the Site or Services constitutes your agreement, without modification, to all of the terms, conditions, and notices in these Terms. If you do not accept these Terms, you may not use the Site or the Services.
As used in these Terms, "we," "our" or "us" refers to Roundhouse. "You," "yours" or other similar designation refers to the person accessing or using the Site or the Services and, if that person is a representative of an entity that is our customer, that entity.
We reserve the right to change these Terms at any time by posting revised Terms on the Site or by sending an email to the last email address you gave us, so we encourage you to review this web page periodically. The changes will be effective immediately when posted. Your use or continued use of the Site or Services following the posting or email notification of any changes to these Terms shall constitute your acceptance of the changed Terms.
Before you can access or use t he Site or the Services, you must be able to enter into a legally binding contract with us. This means that (1) if you are a person, you must be at least eighteen (18) years old and have the legal capacity to enter into a contract, and (2) if you are using the Site or the Services on behalf of an entity, you must have the legal authority to bind such entity to these Terms. To use the Services, you must complete our registration completely and accurately, including, without limitation, agreeing to these Terms and providing us with correct contact and, if applicable, billing information. By using the Site or the Services, you represent and warrant that you satisfy these qualifications. We may refuse service, close accounts of any users and change eligibility requirements at any time and without any liability.
You must register and create an account with us in order to use the Services, even if you are using the Services at another user’s invitation. You agree to provide and maintain your account with accurate and complete information about yourself and your authorized users (if any) as prompted by the Site. By providing us with such information, you authorize us and our third party agents to make any inquiries we consider necessary to confirm such information. You will not impersonate any third party or misrepresent your identity or affiliation with any third party, including using another person's account information, or another person's name, likeness, voice, image or photograph.
You are responsible for maintaining the confidentiality of your personal information and for restricting access to your computer and your account. The Services permit you to authorize additional users (and permission levels for such users) on your account or for specific workspaces created and tracked via your account. You are responsible for all activities that occur under your account, and we will not be liable for any actions by any other individual that uses your account (including, without limitation, any other authorized users), identity or personal information with or without your consent or knowledge. You also agree to notify us promptly of any unauthorized use of your account, account information, identity, or personal information, or other breach of security that you become aware of involving or relating to the Site or the Services. In addition, you agree to exit from your account or the Services at the end of each session.
Users with administrative permissions (“Administrators”) may have the ability to access, disclose, restrict or remove Subscriber Data in or from Services accounts or workspaces and to designate workspaces as “active” or “inactive.” Administrators also have the ability to monitor, restrict, or terminate access to Services accounts or workspaces, including, without limitation, authorizing and setting limits for guest users invited to have access to certain workspaces owned by or assigned to the Administrator’s account. Adminstrators may also adjust privacy settings of the Services, including, without limitation, the default setting that requires a user to input a username and requirement to download any Subscriber Data transmitted via an email link at the direction of a user (which feature is found on the “User Groups” page in the “Administrative” section of the Services).
Our responsibilities do not extend to the internal management or administration of the Services. We do not get involved in disputes over who owns an account. You will not request access to or information about an account on which you are not listed as the primary Administrator, and you must resolve any account-related disputes directly with the other party. We decide who owns an account based solely on the content of the Subscriber Data (defined below) in the Owned Workspaces on that account, and if multiple people or entities are identified in the Subscriber Data, then we will rely on the contact information listed for that account.
The Services allow you to upload, store and manage Subscriber Data to workspaces that are organized in “pyramids” according to various levels, such as firm, studios, clients, and projects. Unless otherwise approved by us in writing (which may be via email), each pyramid (and the workspaces included in such pyramid) is considered to be owned, for purposes of the Services, by a single subscriber (with respect to such subscriber, the “Owned Workspaces”), although users may add Subscriber Data to workspaces assigned to other Services subscribers’ pyramids (“Non-Owned Workspaces”) that are shared with such users via an invitation initiated by the pyramid’s owner. You will be charged according to the pricing level applicable to the amount of Subscriber Data stored in your Owned Workspaces (if any) on the day immediately following the last day of a billing period. We may also offer you the option to add certain additional features to your subscription (such as customizations, trainings, etc.) for an additional charge; if you add any such features to your account during any billing period, you agree to pay such additional charges.
The amount of Subscriber Data stored in your Owned Workspaces will be calculated as 100% of all Subscriber Data for active Owned Workspaces, and 30% of all Subscriber Data stored in inactive Owned Workspaces, as such workspaces are designated by Administrators on your account. All workspaces designated as inactive must remain on inactive status for at least a two (2) weeks before it can be switched to active status. If you mistakenly designate a workspace as inactive and need to switch it to active status, please contact us at email@example.com .
Fees will accrue on your account beginning with the first full calendar month your account is active. Thereafter, fees will be billed monthly for any part of the month included in the term of your subscription, even if you are not actively using the Services, according to your then-current billing method. We currently accept checks payable to Roundhouse Labs, LLC and delivered to us at 100 Peachtree Street, Suite 1450, Atlanta, GA 30303, or you may pay via ACH transfer or PayPal; contact us at firstname.lastname@example.org for more information regarding these alternative payment methods. All invoices are due within 30 days of the invoice date, or we may suspend or terminate your access to the Services as described below under “Term and Termination.” You agree to maintain complete and accurate billing information on file in your account.
Our fees are subject to change at any time in our sole discretion, and if you do not agree to such changes, you should contact us to cancel your account before such changed fees become effective. We may, but are not required to, send you a notice of any significant change to our fee schedule via the email we have on file for the primary Administrator on your account; you are responsible for reviewing the fee schedule from time to time and remaining aware of the fees charged by us. You acknowledge and agree that our measurements regarding your usage will control calculation of payments due and owed to us for your use of the Services.
Any disputes about any charges to you under these Terms must be submitted to us in writing within 60 days of the date such charges are incurred. You agree to waive all disputes not brought within the 60 day period, and all such charges will be final and not subject to challenge.
We may collect and remit sales tax from our customers located in certain state and local jurisdictions, including those jurisdictions where software delivered as a service is taxable and where we maintain a physical presence. We determine your local taxing jurisdiction based on the billing address that you list in your account.
You agree to be responsible for and to pay any sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on these Terms, use or possession of the Site or the Services or your products or services (except for taxes based on net income payable by us). All taxes payable by you will be charged to you at the same time as the subscription fees to which the taxes relate are charged to you.
You certify that you take full responsibility for the selection and use of and access to the Site and the Services. We may change, suspend or discontinue any aspect of the Site or the Services at any time, including the availability of any feature, database or content. We may also impose limits on certain features and services or restrict your access to part, or all, of the Site or the Services, without notice or liability.
All of the Site and Services content we make available to you is subject to copyright, trademark, service mark, trade dress and other intellectual property rights or licenses held by us or our licensors. We grant you a limited license to access and use the Site and the Services only to gather information about and participate in the programs and services we offer on the Site, including, without limitation, the Services. You may not otherwise use the content displayed on the Site or the Services. This is an Agreement for services and access to the Site only, and you are not granted a license to any software by this Agreement. Nothing on the Site shall be construed to confer any grant or license of any intellectual property rights, whether by estoppel, by implication, or otherwise. We and our licensors retain all right, title and interest in and to the Site and the Services, and reserve all rights not expressly granted herein.
You may not download (other than page caching) any of the Site. You also may not copy, modify, publish, distribute, transfer or create derivative works from any of the Site or the Services or any materials on the Site or the Services (including, without limitation, computer programs or other code),. You must abide by all trademark and copyright notices, information, or restrictions contained in or attached to any portion of the Site or the Services.
Your license to access and use the Site and the Services does not include the right to resell any of the Site, the Services or its contents. You may not collect or use any service listings, descriptions, or prices; download or copy account information for the benefit of a third party, or use data mining, robots, or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any proprietary information (including images, text, page layout, or form) of the Site or the Services without our written consent. You may not use any metatags or any other "hidden text" utilizing the name, domain name or trademarks of Roundhouse without our express written consent. Any unauthorized use terminates the permission or license granted by us to access the Site and Services.
As a condition of your use of the Site and the Services, you warrant that you will not use the Site of the Services for any purpose that is unlawful or prohibited by these Terms. Without limiting the generality of the foregoing, (1) you may not use the Site or the Services in a manner that could damage, disable, or impair the Site or Services or interfere with another party's use of the Site or Services; (2) you may not obtain or attempt to obtain any content through any means not intentionally made available through the Site or the Services; (3) you will not obtain or attempt to obtain access to any other subscriber’s or user’s account; and (4) you will not upload, post, distribute or otherwise publish through the Site or Services any materials that (i) restrict any other user from using and enjoying the Site or Services, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would give rise to civil liability or otherwise violate any law, (iv) violate or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or other proprietary rights, or (v) contain a virus or other harmful component.
We respect the intellectual property of others, and we ask our users to do the same. If you believe that someone has been using your copyrighted content without your authorization, please see our Copyright Policy [http://www.roundhouselabs.com/copyright-policy.html ].
Although we have no obligation to monitor the content provided by you or your use of the Site or the Services, we may do so and may, in our sole discretion, block or remove any content, Submissions (as defined below) or Subscriber Data, or prohibit any use of the Site or the Services that we believe may be (or is alleged to be) in violation of this Agreement. In no case will such monitoring or related action make us responsible or liable for compliance with any laws or other obligations, for which you remain solely responsible and liable.
By posting or submitting any materials or any other communication other than Subscriber Data, which is described below (individually or collectively "Submissions"), to or through the Site (e.g. via an email contact form or through an online forum, to the extent we make such features available), you grant us and our affiliated companies and necessary sub-licensees a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Submissions, in all media now known or hereafter developed, unless otherwise prohibited by the terms of these Terms or any applicable federal, state or local law or regulation. You waive all rights to any claim against us for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with our authorized use of such Submissions.
By posting or submitting your Submissions, you warrant and represent that you own or control all of the rights to your Submissions, including, without limitation, all the rights necessary for you to provide or submit such Submission. You acknowledge that, by submitting Submissions through the Site, no confidential, fiduciary, contractually implied or other relationship is created between you and us other than pursuant to these Terms or applicable federal, state or local law or regulations.
The terms of this section do not apply to any Subscriber Data you upload to the Services, which Subscriber Data will be governed by the following paragraph, “Subscriber Data”. We will not use, transmit or distribute any such Subscriber Data except as permitted in that following paragraph.
The terms of this paragraph apply to any data, content or information you upload, create or submit via the Services (collectively, “Subscriber Data”). You hereby grant Roundhouse and our affiliated companies and necessary sub-licensees a nonexclusive, worldwide, royalty-free, sub-licensable and transferable right during the term of this agreement to use, copy, reproduce, reformat, modify, create derivative works based on, excerpt, translate, publish, transmit, perform, upload, or display such Subscriber Data (including all related intellectual property rights) solely in connection with performing for you or providing to you the Services or any applicable Third Party Services. You warrant, represent and agree that you possess all rights necessary to provide the Subscriber Data that you provide and to grant the licenses that you grant hereunder. As between you and us, the subscriber retains all rights, title and interest in and to the Subscriber Data, and we have no interest in or to the Subscriber Data other than the license granted under this paragraph.
By using the Services, you grant Roundhouse the right to collect data about your use of the Services, including, without limitation, data related to how your users access and utilize the Services and the volume and types of project materials you include in the Services (“Service Metrics Data”). You agree that we may collect this data by automated means, such as data mining, robots, scraping and similar extraction tools. You hereby grant us and our affiliated companies and necessary sub-licensees a nonexclusive, worldwide, royalty-free, sub-licensable and transferable right during the term of this Agreement to use, copy, reproduce, reformat, modify, create derivative works based on, excerpt, translate, publish, transmit, perform, upload, or display such Service Metrics Data (including all related intellectual property rights) solely in connection with performing for you or providing to you the Services. In addition, you grant Roundhouse and its affiliated companies and necessary sub-licensees a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable and transferable right to use, copy, reproduce, reformat, modify, create derivative works based on, excerpt, translate, publish, broadcast, transmit, perform, upload, or display your Service Metrics Data (including all related intellectual property rights), only as aggregated with other customer Service Metrics Data in a manner that does not contain personally identifiable information, to improve or market the Site or Services.
The Site and Services may contain links to, or incorporate or utilize, other websites, services or tools owned or maintained by third parties (collectively, "Third Party Services"), such as, but not limited to various email applications. These Third Party Services may, among other things, allow you or us to upload, create, transmit and receive Subscriber Data and other communications via the Services. You hereby grant us all required permissions to access such Third Party Services and provide these functionalities.
We may terminate any Third Party Service's ability to interact with the Site or the Services at any time, with or without notice, and in our sole discretion, with no liability to you or to the third party. Any Third Party Service may take actions to impact our ability to make available some or all of the features of the Site or the Services at any time, with or without notice, and we will not be liable to you or to the third party for any such actions.
The Third Party Services are not under our control, and we are not responsible for the contents of any Third Party Services or any changes or updates to a Third Party Service. We do not guarantee the accuracy and completeness of the information obtained through any Third Party Service. Accordingly, we will not be liable for decisions made based upon information on the Third Party Services. We are not responsible for web casting or any other transmission received from any Third Party Services. We provide the Third Party Services to you only as a convenience and as an enhancement to our Services, and the inclusion of any Third Party Services does not imply endorsement by us of the Third Party Service or any association with its operators. You agree to abide by the terms and conditions of any applicable Third Party Services. Notwithstanding anything set forth herein to the contrary, you will abide by these Terms regardless of anything to the contrary in your agreement with any third party, and you shall not use any Third Party Services to avoid the restrictions set forth in these Terms.
Unless otherwise terminated as described below, your account will remain active (and these Terms will remain in effect) from the time you sign up for the Services until either (i) the primary Administrator on your account terminates your access to the Services or closes your account; or (ii) the subscription for the primary Administrator on your account is terminated. You will not be entitled to receive a refund from us under any circumstances, including, without limitation upon termination of your account.
We may suspend the Site or the Services or terminate your account (i) upon 30 days prior written notice via email if you are delinquent in your fees and fail to cure such delinquency within such notice period; (ii) immediately, with or without notice, for any other breach of these Terms by you or your users or if we choose to discontinue the Site and Services. You may also close your account, for any reason. If you are the primary Administrator on the account, deletion of your subscription will terminate all associated users’ accounts. We will not provide you with a refund of your subscription fees upon such termination. Once your account is terminated, we may permanently delete your account and all of the associated Subscriber Data. We have no obligation to retain your Subscriber Data after termination of your account. The Submissions, Subscriber Data, Term and Termination, Liability Disclaimer and Limitation, Indemnification, Compliance with Laws and General sections of these Terms shall survive any such termination.
THE SITE, THE SERVICES AND THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, CONTENTS, GRAPHICS, DOCUMENTS AND OTHER ELEMENTS INCLUDED IN OR AVAILABLE THROUGH THE SITE OR THE SERVICES (COLLECTIVELY, THE “CONTENTS”) MAY INCLUDE ERRORS. WE MAY, IN OUR SOLE DISCRETION, MAKE IMPROVEMENTS, DELETIONS, OR OTHER CHANGES IN THE SITE, THE SERVICES OR THE CONTENTS AT ANY TIME WITHOUT NOTICE, BUT WE ARE NOT REQUIRED TO DO SO. WE MAY IMPOSE LIMITS ON CERTAIN FEATURES AND SERVICES OR RESTRICT YOUR ACCESS TO THE SITE, THE SERVICES OR TO PORTIONS OF THE SITE OR THE SERVICES WITHOUT NOTICE OR LIABILITY.
PLEASE INFORM ROUNDHOUSE OF ANY ERRORS AT email@example.com .
WE MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS OR ACCURACY OF THE SITE, THE SERVICES OR THE CONTENTS FOR ANY PURPOSE. THE SITE, THE SERVICES AND THE CONTENTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, AND WE AND OUR SUPPLIERS AND LICENSORS DISCLAIM ANY AND ALL WARRANTIES WITH REGARD TO THE SITE, THE SERVICES, THE CONTENTS AND ANY THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, THE SERVICES, CONTENTS OR ANY THIRD PARTY SERVICES. WE DO NOT WARRANT THAT ANY MATERIAL OR FUNCTIONS IN THE SITE, THE SERVICES, THE CONTENT, THE THIRD PARTY SERVICES OR THE SERVER THAT MAKES THE SITE AND SERVICES AVAILABLE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SITE, THE SERVICES, THE THIRD PARTY SERVICES OR THE SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE LIABLE FOR THE USE OR PERFORMANCE OF THE SITE, THE SERVICES, THE THIRD PARTY SERVICES, THE CONTENTS OR ANY ERRORS CONTAINED THEREIN.
TO THE EXTENT THE LAW PERMITS, YOU RELEASE US FROM ANY CLAIMS OR LIABILITY RELATED TO (A) ANY SUBSCRIBER DATA, CONTENT OR MATERIALS YOU POST OR SEND USING THE SITE OR THE SERVICES, (B) THE CONDUCT OF ANY OTHER CUSTOMERS OF OURS OR THEIR RESPECTIVE USERS, (C) ANY PROBLEMS THAT MAY ARISE FROM ANY REMOTE ACCESS TO YOUR COMPUTERS OR OTHER SYSTEMS YOU PROVIDE TO OUR PERSONNEL OR AGENTS FOR THE PURPOSE OF TROUBLESHOOTING ISSUES; OR (D) OUR TRANSMISSION OR DISTRIBUTION OF SUBSCRIBER DATA IN ACCORDANCE WITH YOUR USERS’ INSTRUCTIONS. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (IF YOU ARE A CALIFORNIA RESIDENT), AND ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION (IF YOU ARE A RESIDENT OF SUCH JURISDICTION).
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, THE CONTENTS OR ANY THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS OF DATA OR PROFITS, LOSS OF OR DAMAGE TO PROPERTY OR CLAIMS OR THIRD PARTIES, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH ANY OF THE SITE, THE SERVICES OR ANY OF THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE SERVICES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ROUNDHOUSE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE, THE SERVICES OR THE CONTENTS EXCEED ANY COMPENSATION PAID BY YOU FOR ACCESS TO OR USE OF THE SITE, THE SERVICES OR THE CONTENTS, AS THE CASE MAY BE, DURING THE SIX (6) MONTHS PRIOR TO THE DATE OF ANY CLAIM.
We are not liable or responsible for any delays or failure in performance of any part of the Services due to any cause beyond our control, including, without limitation, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.
You agree that Roundhouse has entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that they reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that they form an essential basis of the bargain between the parties.
You agree to indemnify, defend and hold us, our suppliers, licensors, licensees and affiliates, and all of our and their respective directors, officers, agents, distributors, employees and other agents (collectively, the "Indemnified Parties") harmless from and against any and all damages, losses, liabilities, penalties, settlements, expenses and costs incurred by the Indemnified Parties (including, without limitation, reasonable attorneys' fees and costs) in connection with any claim arising out of or related to (i) your Submissions or Subscriber Data, or any content that you or your authorized users post or distribute via the Site or the Services; (ii) any breach by you or your authorized users of this Agreement; or (iii) your or your authorized users’ use of the Site, the Services or any Third Party Services. You agree to provide us with prompt written notice in the event of any such claims or actions. You shall cooperate fully with us in the defense of any claim. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you shall not settle any action or matter without our written consent.
In addition, you acknowledge and agree that we have the right to seek damages when you or your authorized users use the Site or the Services for unlawful purposes, in an unlawful manner, or in a manner inconsistent with the terms of these Terms, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance or consequential damages. In the event that we are required to respond to a third party or law enforcement subpoena or court order that is related to your use of the Site or the Services, we may, in our sole discretion, require you to reimburse us for our reasonable expenses associated with complying with such subpoena or order.
You represent and warrant that your use of the Site and Services will comply with all applicable laws and regulations. You are responsible for determining whether our Services are suitable for you to use in light of any data privacy laws, export control or restriction or other laws and regulations. If you are required to comply with certain laws or regulations and you use our Services, then we are not liable if our Service does not meet those requirements.
In recognition of the global nature of the Internet, you agree to comply with all local rules where you reside or your organization is located regarding online activities, email and the Site or the Services. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported to or from the United States or the country in which you reside. The Site and the Services are controlled and operated by us from our offices within the United States, and we make no representation that the Site or the Services are appropriate or available for use in other locations. Those who access the Site or the Services from other locations do so at their own initiative and risk, and are fully responsible for compliance with all applicable laws in those locations. We do not offer the Site or the Services where prohibited by law.
You may not use, remove or export from the United States or allow the export or re-export of the Site or the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS MADE AND PERFORMED THERE WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES. YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE, SUPERIOR AND FEDERAL COURTS HAVING JURISDICTION OVER GWINNETT COUNTY, GEORGIA, IN ALL DISPUTES ARISING OUT OF OR RELATING TO THE USE OF SITE, THE SERVICES OR THESE TERMS, AND YOU WAIVE ANY JURISDICTIONAL, VENUE, OR INCONVENIENT FORUM OBJECTIONS TO SUCH COURTS. If you violate, or threaten to violate these Terms, then we will have the right, and in addition to all other remedies available we might have in equity or under these Terms, to affirmative or negative injunctive relief from a court of competent jurisdiction. You acknowledge that a violation of these Terms would cause irreparable harm and that all other remedies are inadequate. If any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable provision will be deemed eliminated to the minimum extent necessary and the remainder shall continue in effect. Any cause of action you may have with respect to your use of the Site or the Services must be commenced within one (1) year after the claim or cause of action arises. In any action to enforce these Terms, we will be entitled to our costs and attorneys' fees.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The Site, the Services and the software used to provide the Site and the Services, including all documentation, are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, and consist of "Commercial Computer Software" and "Commercial Computer Software Documentation." The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users: (1) only as Commercial Items, (2) with the same rights as all other end users, and (3) according to the Terms. Published and Unpublished rights are reserved under the copyright laws of the United States. Manufacturer is Roundhouse Labs, LLC, 100 Peachtree Street NW, Suite 1450, Atlanta, GA 30303.
None of this Agreement, your account or your obligations or rights hereunder may be transferred or assigned by you without our prior written consent, and any attempted assignment, transfer or other disposition by Customer in violation of this provision will be null, void and of no force and effect. We may freely assign this Agreement without your consent. This Agreement shall inure to the benefit of and be binding upon the permitted successors, legal representatives and assigns of the parties hereto. There shall be no third party beneficiaries to this Agreement. Time is of the essence.
If you have any questions regarding these Terms or your use of the Site or Services, please contact us at:
Roundhouse Labs, LLC
100 Peachtree Street NW
Atlanta, GA 30303