Terms of Service

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU” OR “YOUR”) AND ROUNDUP.ORG, INC. (“ROUNDUP” OR “WE” OR “US” OR “OUR”). ROUNDUP.ORG OWNS AND OPERATES THE WEBSITE LOCATED AT HTTPS://ROUNDUP.ORG, AS WELL THE APPLICATIONS, WIDGETS, BROWSER EXTENSIONS, AND OTHER SOFTWARE APPLICATIONS THAT MAY BE ACCESSED VIA THE WEBSITE OR VIA ANY OTHER MEANS (COLLECTIVELY, THE “PLATFORM”). BEFORE ACCESSING OR USING ANY PART OF THE PLATFORM, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF USE AGREEMENT (THE “TOU”). YOUR ACCESS TO AND USE OF THE PLATFORM (OR ANY ELEMENTS THEREOF) ARE SUBJECT TO THESE TERMS OF USE, AS WELL AS TO ALL APPLICABLE LAWS AND REGULATIONS, AND ALONG WITH ANY OTHER TERMS AND CONDITIONS AS MAY BE SET FORTH BY ROUNDUP.

ROUNDUP IS WILLING TO LICENSE AND ALLOW THE USE OF THESE PLATFORM ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE PLATFORM. YOUR ACCESS TO AND USE OF THIS PLATFORM CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS OF USE. THESE TERMS OF USE MAY BE MODIFIED BY ROUNDUP FROM TIME TO TIME WITHOUT ADVANCE NOTICE BY POSTING HERE AND YOU WILL BE BOUND BY ANY SUCH MODIFIED TERMS OF USE IF YOU CONTINUE TO USE THIS PLATFORM AFTER SUCH CHANGES ARE POSTED. THE DATE THESE TERMS OF USE WERE LAST UPDATED IS STATED AT THE END OF THIS DOCUMENT. YOU ARE ENCOURAGED TO REVIEW THESE TERMS OF USE PERIODICALLY FOR UPDATES AND CHANGES.

TERMS AND CONDITIONS

DEFINITIONS

"Card" means an Eligible Card and an "Enrolled Card" is such an Eligible Card that has been registered for a Program by you under a Program Account.

"Designated Charge Card" means an Enrolled Card that has been selected by you to be charged by us for any fees or donations you have authorized, such as a Monthly Rounding Contribution.

"Eligible Card" means any Visa card, except without limitation, Visa Buxx, Flexible Spending Account (FSA) Visa cards, EBT Visa cards and other Visa- branded cards whose transactions are not processed through the Visa Canada or U.S.A. payment systems, and any Mastercard card processed through the Mastercard payment system. The list of Eligible Cards may change from time to time. If you enrolled a Card that is no longer eligible, you will be notified and asked to enroll a different Eligible Card.

"Monthly Roundup Contribution" means the total round up donation amount for the month that is calculated according to the rounding settings configured, and updatable by you in your Program Account.

“Program” means the donation program operated by RoundUp in which individuals who enroll a linked credit card via the Roundup.org Platform can generate donations to support their favorite cause by rounding up all purchases made with their linked credit card.

"Program-Use Data" means any data calculated as part of the Program as required to provide the benefits of the Program.

“Program Vendor” means the third-party vendor RoundUp has partnered with to facilitate access to users’ linked credit card spending data which is used to calculate the Monthly Roundup Contribution.

DESCRIPTION OF ROUNDUP AND THE PLATFORM

RoundUp operates the Platform, which allows individuals who create an account (“Users”) to generate donations to support their favorite cause by rounding up all purchases made with the User’s Designated Charge Card. Roundup has partnered with Our Change Foundation (“OCF”), a U.S. 501(c)(3) tax-exempt public charity (EIN: 86-3353394) to receive donations from RoundUp to be disbursed to the charity selected by the User (“Organization”). The donations are based on rounding up each completed purchase made during a calendar month to the next whole dollar amount, and summing the value of the rounding amounts to arrive at a Monthly Roundup Contribution. There is a minimum Monthly Roundup Contribution of $10 per month, which will be applied if the Monthly Roundup Contribution based on purchases is less than $10, and donors can also set a Monthly Roundup Contribution cap. The Monthly Roundup Contribution will continue to be designated for the selected Organization, net of fees, unless and until the User selects a different Organization to benefit from their rounding up.

ACCESS RIGHTS, REGISTRATION, ANALYTICS, AND FEEDBACK

Right to Access. Subject to these Terms of Use and to any limitations set forth on the Platform, RoundUp grants you a nonexclusive, non- transferable, limited, revocable, non-licensable limited license and right to access and use the Platform for your personal, non-commercial use.

Registration. You can visit the Platform and access some of the content, features and functionality without being required to provide us with any personal information or to register. However, in order to gain access to certain features and functionality of the Platform, you will need to register and create an account (the “Account”). As part of the registration process, you will be asked to provide certain information about yourself, including name and email address, and you may need to create a user name and password. The username and password that you provide are your credentials ("Credentials"), and you will use these Credentials to log into your account. You may not have more than one active set of Credentials. You are prohibited from selling, trading, or otherwise transferring your Credentials to another party. You also agree to provide true, accurate, current and complete information about yourself as prompted during the registration process. You are responsible for maintaining the confidentiality of your Credentials. You agree to accept responsibility for all activities that occur under your account. You agree to notify us immediately – by emailing us at support@roundup.org – of any unauthorized use of your account or any other breach of security. Additionally, RoundUp utilizes third-party sign-on services, such as those made available by Apple, Facebook and Google, to make it easier for you to sign-in or set up an account. Any use of such a third-party sign-on service is subject to the terms and conditions and privacy policies of such third parties, so we encourage you to read them prior to creating an account via such services.

Program-Use Data. You grant us and our third-party licensors and service providers the right to access and utilize your Program-Use Data to provide you with the agreed-upon benefits under the Program. Further You grant us and our licensors the right to use your Program-Use Data for the purposes of improving services and the program. We do not sell your information, including your Program Use Data, Card enrollment data or other participation information that would be identifiable of you.

Analytics. You acknowledge, understand and agree that RoundUp may collect Analytics related to your use of the Platform. As used herein, “Analytics” means information, data, statistics, metadata, inferences, interrelationships, and/or associations generated by or from your use of the Platform. RoundUp may create, collect, use and disclose Analytics for any purpose, including, but not limited to, industry analysis, benchmarking, analytics, marketing, and other business purposes in support of the provision and improvement of the Services, and for any other purpose not prohibited by the Privacy Policy (as defined below).

Account / Card Deactivation. Should you choose to stop participating in the Program, you may do so at any time by deactivating your Account which will release you from these Terms of Service. In regard to those provisions that by their nature are intended to survive the termination of these Terms of Service, such provisions shall survive the termination. You may deactivate your account in your platform Settings. As part of the process of deactivating your Program Account, you must ensure that all Enrolled Cards have been unenrolled.

Feedback. We welcome and encourage you to provide feedback, comments, ideas and suggestions for improvements, enhancements and modifications to the Platform ("Feedback"). You may submit Feedback by e-mailing us, at support@roundup.org. You acknowledge and agree that all Feedback you give us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of RoundUp. Without limiting the foregoing, you acknowledge that your Feedback may be disseminated or used by RoundUp or its affiliates for any purpose whatsoever, including developing, improving and marketing products. You hereby irrevocably transfer and assign to RoundUp all of your right, title, and interest in and to all Feedback, including all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback.

Age Requirements. The RoundUp Platform is intended solely for Users who are 16 years of age or older, and any registration by, use of or access to the Platform by anyone under 16 is unauthorized. If you are 16 or older but under the age of 18, you should review these TOU with your parent or guardian to make sure that your parent or guardian understands them, agrees to be bound by them and you should only use the Platform with their permission and under their supervision. If you are a parent or guardian of a child who is at least 16 years of age, but under the age of 18, and you give your child permission to use the Platform, you hereby agree to the terms set forth in these Terms of Use on behalf of both yourself and your child.

PROGRAM MECHANICS

  1. When you use your Enrolled Card, data about your eligible transactions will be shared with the Program Vendor in order to calculate a round up amount on the purchase value. Only Eligible Cards may be enrolled in the Program.
  2. The calculated round-up amounts per transaction will be displayed to you in your Program Account for your viewing.
  3. The round-up amounts per transaction will also be aggregated into the Monthly Roundup Contribution shown in your Program Account. At the end of the month, the total Monthly Roundup Contribution will be communicated to us by the Program Vendor, and we will communicate that amount to you via email and remind you that your Designated Charge Card will be charged that amount.
  4. Within 48 hours of communicating the Monthly Roundup Contribution to you, we will initiate a charge on your Designated Charge Card for an amount equal to this Monthly Roundup Contribution amount. The minimum Monthly Roundup Contribution that will be charged is $10. If you have established a Monthly Roundup Contribution cap in your Program Account, you will not be charged a Monthly Roundup Contribution amount greater than that cap.
  5. All Monthly Roundup Contributions are made to OCF, which grants the funds to the Organization selected by the User in accordance with OCF’s grantmaking policies and procedures. When you create your Account, you will have the ability to review and select from a large list of charitable organizations to which OCF may grant your Monthly Roundup Contributions. In some cases, we may also display a charitable organization's logo or provide additional information about that charitable organization, apart from the aggregated list; you can change your selected charitable organization at any time.

No Solicitation or Endorsement by Organizations

The listing or display of a charitable organization on the Platform does not constitute a solicitation of donations for that organization. With the exception of engaging in charitable solicitations on behalf of OCF, RoundUp does not engage in any solicitation activities on behalf of, or endorse, any of the charitable organizations that may be included on or linked from the Platform, nor does it consult on the solicitation of contributions, on behalf of any individual, entity, or organization that may be included on or linked from the Platform. RoundUp does not endorse and has no affiliation with any of the charitable organizations accessed via the Platform, and we make no warranty or guarantee about the accuracy, completeness, or adequacy of the information that may be displayed. It is your sole responsibility to review and research the charitable organizations to which you may select for OCF to contribute to.

Fundraising, Disbursements, and Relationship with OCF

OCF is a United States 501(c)(3) tax-exempt public charity and donor-advised fund that receives all donations of Users’ roundup donations based on Users’ purchases with a Designated Charge Card, and grants the donations, net of fees, to Organizations based on Users’ selections. All donations made by RoundUp Users to OCF in connection with the Platform are subject to OCF’s exclusive control and discretion. Roundup, on behalf of OCF, will issue charitable contribution receipts to RoundUp customers that contribute to OCF reflecting OCF’s EIN number as the recipient charity. To receive disbursements from OCF, Organization(s) must be qualified and eligible to receive grants in accordance with OCF’s Grantmaking Policy. OCF will make grants only to “qualified charities” which include tax exempt entities that are described in Internal Revenue Code Section 170(b)(1)(A) other than supporting organizations described in Internal Revenue Code Section 509(a)(3). This includes churches, schools, hospitals, government entities and most 501(c)(3) public charities, but it does not include 501(c)(3) private non-operating foundations or 509(a)(3) supporting organizations.

If OCF determines that the organization is a qualified charity, and has set up an account with Change to receive electronic disbursements, then OCF will disburse funds to the selected qualified charity within thirty (30) days after the end of the month in which the donation was made, unless the selected charitable organization is not eligible to be sent the funds. If OCF determines that the organization is a qualified charity and does not have an account with Change, then OCF will send a letter to the organization requesting that the Organization establish an account with Change so that OCF can disburse the funds to the organization. While OCF has ultimate discretion, control, and authority as to whether to grant the amount the RoundUp customer donor contributed to OCF to the organization suggested by donor-advisor, OCF will do so unless the charity is not a qualified charity.

Unqualified Charities. If it has been determined that an organization selected by a RoundUp customer does not meet OCF’s standard charitable organization vetting processes and thus is not a qualified charity eligible to receive a grant from OCF, then OCF, or Change on behalf of OCF, will notify the donor in writing, via email or otherwise as allowed under applicable law, no later than thirty (30) days after the determination of eligibility and request the donor suggest an alternate organization. The donor shall have thirty (30) days immediately following the date of receipt of the notification to recommend an alternate organization by responding to said notice. If an alternate is timely recommended, then OCF will send the donated funds to the alternate organization no later than thirty (30) days from the last date donors could timely recommend an alternate organization, unless OCF determines the alternate is not a qualified charity. If an alternate is timely recommended and determined not to be a qualified charity, then OCF will select another alternate organization, and send donated funds to the alternate selected by OCF no later than thirty (30) days from the last date donors could timely recommend an alternate organization. If an alternate is not timely recommended, then OCF will select an alternate organization, and send the donated funds to the alternate no later than thirty 30 days from the last date donors could timely recommend an alternate organization.

OCF provides a donor-advised fund program that complies with all applicable laws related to donor-advised funds and sponsoring organizations.

Donor-advisors have the right to make recommendations to RoundUp and OCF concerning grant disbursements. Consistent with federal tax law requirements, OCF may accept or reject the recommendations of the donor-advisors in its sole and absolute discretion and maintains ultimate discretion and control with respect to any such distributions.

From time to time, OCF considers granting or contributing funds to other eligible organizations suggested by donor-advisors. As part of OCF’s commitment to honoring these suggestions, OCF makes every effort to direct contributions or grants to those qualified charities recommended and suggested by the donor-advisors.

The tax-deductible status of a donation made does not change if funds are reassigned because OCF is the charitable organization of record for the donor’s original donation. Donors should disregard any additional tax receipt received from a benefiting charity as a result of OCF’s grant in such cases.

Refunds. All donations are gifts made voluntarily to OCF with no conditions. Donors receive a tax receipt from OCF at the time of the donation. Donors who request refunds may not be eligible for tax deductions on their refunded donations.

OCF does not provide refunds of donations that OCF has already granted to a charity. Donors who wish to request a refund for a donation that has already been granted should contact the benefiting charity directly.

Refunds may be granted at OCF’s discretion. Refunds are granted only in exceptional circumstances, and only when the funds have not been granted to a charity. Some circumstances in which refunds might be granted include the donation was made in error, was made in an incorrect amount, or the donation was not authorized by the donor.

Personal Information. If you as a RoundUp customer donor wish to share your contact information with a recipient charity, you may do so when you register to participate in the Program. If you as a RoundUp user and donor wish to find out whether your donations or recommended donations were sent to a recipient charitable organization or an alternate charitable organization, send an email indicating your desire to do so with your name and email address to support@roundup.org. If you opt to find this information out, such information shall be made available to you no later than 15 business days after the donated funds were sent.

Removal From Platform. A recipient charitable organization may make a written request for removal from RoundUp’s platform. RoundUp will verify the request within three business days, and may do so by requesting identifying or other relevant information from the charity. After verification is complete, such removal request will be honored within three business days of verification. If the charitable organization does not provide the identifying or other relevant information no later than three business days after it was asked, RoundUp may use the following information sources to verify the request: the charitable organization’s name, address, telephone number, internet website, employer identification number, corporation or organization number, or registration number with the Attorney General’s Registry of Charities and Fundraisers, classification in the National Taxonomy of Exempt Entities system, publicly available information from the recipient charitable organization’s tax or information returns filed with the IRS, and/or publicly available information from the recipient charitable organization’s reports filed with the Attorney General’s Registry of Charities and Fundraisers.

Fees

Certain fees described below are deducted from Round-Up Contributions before grants of the net Monthly Roundup Contribution are sent to selected qualifying charitable organizations.

Roundup.org Fees. For each Round-Up Campaign, Roundup.org charges an amount currently equal to two dollars ($2) per month for each specific credit card registered by Users of the Roundup.org Website to benefit OCF and as part of the OCF Round-Up Campaign. Any changes to the Roundup.org Fees will be reflected in these Terms of Service prior to their implementation.

Transaction, Processing and Compliance Fees. In addition to the applicable Roundup.org Fees, “Transaction, Processing, and Compliance” expenses are also deducted, which are required to: (a) charge the donor credit card once monthly; (b) synch purchase data with Visa & Mastercard; (c) comply with all state and federal laws related to accepting donations from RoundUp.Org Inc.; and (d) distribute donations to each designated nonprofit. These expenses are expected to be 4.98% + $1.30 per Monthly Roundup Contribution. While the Transaction, Processing and Compliance Fees may vary depending on a number of variables, all fees deducted from the contribution amounts will be disclosed via these Terms of Service and as required under applicable law.

EXAMPLE. The following is an example of the Round-Up Fees and Transaction, Processing and Compliance Fees to be paid by OCF as a result of the Round-Up Campaign. Example: If the total Monthly Roundup Contribution amount for a specific credit card registered to a User of the Roundup.org Website is $100, then OCF will pay $2 in Roundup.org Fees to Roundup.org. OCF will also pay 4.98% plus $1.30 cents per month in Transaction, Processing and Compliance Fees of the contributed amount ($100 x 4.98% + 1.30 cents is $6.28). Thus, OCF will retain $91.72 after payment of the Roundup.org Fees (a total of $2) and the Transaction, Processing and Compliance Fees (a total of $6.28). OCF would then grant $91.72 to the Organization selected by the donor in OCF’s sole discretion in accordance with OCF’s then current grantmaking policies and procedures.

State-Required Professional Fundraiser Disclosures

Our Change Foundation is a California non-profit organization which works to process donations for thousands of charities online to amplify the voices and impact of nonprofits working on the world’s most critical problems. Our Change Foundation is located at 548 Market Street PMB 92031, San Francisco, CA 94104. Our Change Foundation has retained RoundUp.org, Inc. (600 Park Offices Dr Suite 300 Durham, NC 27709 919-214-9499), a paid professional fundraiser, to assist in this fund raising program. Your contribution may be tax deductible pursuant to IRC §170(c). Although our financial report is always sent free to anyone requesting a copy, certain states require us to advise you that a copy of our financial report is available from them.

California: This solicitation is being conducted by RoundUp.org, Inc., a commercial fundraiser, for charitable purposes.

Georgia: A full and fair description of the programs of Our Change Foundation and our financial statement summary is available upon request at the office and phone number indicated above. The contract disclosing the financial arrangements between the paid solicitor and the charity is on file with and available from the Secretary of State.

Colorado: RoundUp.org Inc.’s registration number: 20253019809; Our Change Foundation’s registration number: 20223006510; Colorado residents may obtain copies of registration and financial documents from the Secretary of State by calling (303) 894-2680 or at www.sos.state.co.us

FLORIDA: A COPY OF THE OFFICIAL REGISTRATION AND FINANCIAL INFORMATION MAY BE OBTAINED FROM THE DIVISION OF CONSUMER SERVICES BY CALLING 1-800-435-7352 TOLL-FREE WITHIN THE STATE OR VISITING www.FloridaConsumerHelp.com. Our Change Foundation’s Florida registration number CH66873. RoundUp’s Florida registration number: SS79642.

Illinois: Contracts and reports regarding the charity are on file with the Illinois Attorney General.

Kansas: Our Change Foundation’s Kansas registration number is 21-028199. The annual financial report for the preceding fiscal year is on file with the Secretary of State, 1st Floor, Memorial Hall, 120 SW 10th Ave., Topeka, KS 66612.

Maine: You may obtain information on the respective percentages of contributions that will be paid to the charitable organization and to the paid fund raiser by contacting the Attorney General, Department of Professional & Financial Regulation, 35 State House Station, Augusta, ME 04333.

Maryland: A copy of the current financial statement of Our Change Foundation is available by writing 548 Market Street PMB 92031, San Francisco, CA 94104 or by calling 816-472-9000. Documents and information submitted under the Maryland Charitable Solicitations Act are also available for the cost of copies and postage from the Secretary of State, Statehouse, Annapolis, MD 21401, 1-410-974-5534.

Mississippi: The official registration and financial information of Our Change Foundation may be obtained from the Mississippi Secretary of State’s office by calling 1-888-236-6167.

New Jersey: INFORMATION FILED WITH THE ATTORNEY GENERAL CONCERNING THIS CHARITABLE SOLICITATION AND THE PERCENTAGE OF CONTRIBUTIONS RECEIVED BY THE CHARITY DURING THE LAST REPORTING PERIOD THAT WERE DEDICATED TO THE CHARITABLE PURPOSE MAY BE OBTAINED FROM THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY BY CALLING (973) 504-6215 AND IS AVAILABE ON THE INTERNET AT http://www.state.nj.us/lps/ca/charfrm.htm. REGISTRATION WITH THE ATTORNEY GENERAL DOES NOT IMPLY ENDORSEMENT.

New York: You may obtain information on charitable organizations and obtain a copy of Our Change Foundation’s latest financial report from the New York Attorney General’s Charities Registry at www.charitiesnys.com or, upon request, by contacting the Office of the Attorney General, Charities Bureau, 28 Liberty Street, New York, NY 10005, or calling (212) 416-8401.

North Carolina: Financial information about Our Change Foundation and a copy of its license are available from the State Solicitation Licensing Branch at (888) 830-4989.

Pennsylvania: The official registration and financial information of Our Change Foundation may be obtained from the Pennsylvania Department of State by calling toll-free, within Pennsylvania, 1-800-732-0999.

Tennessee: Our Change Foundation has retained RoundUp, a paid solicitor.

Washington: A Notice of Solicitation required by law is on file with the Washington Secretary of State. You may obtain additional financial disclosure information by contacting the Secretary of State at 1-800-332-GIVE.

West Virginia: West Virginia residents may obtain a summary of the registration and financial documents from the Secretary of State, State Capitol, Charleston, WV 25305

Wisconsin – A financial statement of Our Change Foundation disclosing assets, liabilities, fund balances, revenue, and expenses for the preceding fiscal year will be provided to any person upon request.

How Contributions Are Allocated Between Our Change Foundation and RoundUp.

Vermont: For information on how much of your contribution goes to the charity and how much to the paid fundraiser, contact the Vermont Consumer Assistance Program, Morrill Hall, UVM, Burlington, VT 05405, tel. 1-800-649-2424, or the Vermont Attorney General’s Internet website, http://www.atg.state.vt.us

REGISTRATION WITH A STATE AGENCY DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, APPROVAL OR RECOMMENDATION BY THAT STATE OF THE PAID SOLICITOR, THE ORGANIZATION OR THE CAUSE THE SOLICITOR REPRESENTS.

Virginia: The professional solicitor conducting this campaign, RoundUp, files a financial report for each campaign it conducts. Copies of these financial reports are available from the Virginia Office of Consumer Affairs, P.O. Box 1163, Richmond, VA 23218; 1-804-786-1343.

Intellectual Property Rights

Trademarks and Service Marks Certain trademarks are the service marks and trademarks of RoundUp. All page headers, custom graphics, and button icons are service marks, trademarks, logos, and/or trade dress of RoundUp. All other trademarks, service marks, trade dress, product names, company names logos and graphics, whether registered or not, on the Platform are the property of their respective owners. In addition to complying with all applicable laws, you agree that you will not use any such trademarks, service marks, trade dress, or the logos from these Platform without the prior written authorization of RoundUp or their respective owners.

Copyright

Except as otherwise expressly stated, all content appearing on the Platform – including all scripts, videos and similar materials, is the copyrighted work of either RoundUp or third-party partners and suppliers, and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all content is also the exclusive property of RoundUp, and is protected by U.S., and international copyright laws. Except as otherwise expressly stated herein or as expressly permitted, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or content obtained from the Platform, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of RoundUp, or any applicable third-party suppliers or authorized Users. The use of content, including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by RoundUp. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. RoundUp does not warrant nor represent that your use of any content or materials displayed on the Platform will not infringe rights of third parties.

RoundUp License Grant

These TOU provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to access the Platform solely for your own personal use. Your use of the Platform and information made available through the Platform are conditioned on your continued compliance with the terms and conditions of these TOU. Accordingly, you expressly acknowledge and agree that RoundUp transfers no ownership or intellectual property interest or title in and to the RoundUp.

Reservation of Rights

RoundUp reserves the right, in its sole discretion and at any time, to modify, interrupt, limit, suspend or discontinue, temporarily or permanently, the Platform, in whole or in part, including, but not limited to, as we deem necessary for purposes of maintenance, upgrades and the like, or to maintain the Platform or to comply with applicable law. RoundUp shall not be liable to you or to any third party for any such modifications, suspensions or discontinuances of the Platform.

Additional Acknowledgments

You hereby agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the RoundUp Platform and all Content. In addition, you also acknowledge and agree that use of the Internet and access to or transmissions or communications with the RoundUp Platform is solely at your own risk. While RoundUp has endeavored to create a secure and reliable Platform, you should understand that the confidentiality of any communication or material transmitted to/from the RoundUp Platform over the Internet or other form of global communication network cannot be guaranteed. Accordingly, RoundUp is not responsible for the security of any information transmitted to or from the Platform.

Prohibited Use/Activities

In addition to any other restrictions or conditions of use, you hereby acknowledge, and represent and warrant, that your use of the Platform, and any submissions or contributions, will not be, or alleged to be:

  1. unlawful, unauthorized, fraudulent or malicious in purpose;
  2. false, offensive, abusive, libelous, hateful, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, pornographic;
  3. an invasion another's right of privacy or publicity;

In addition, you agree you will not:

  1. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Platform or Content in any way;
  2. modify or make derivative works based upon the Platform or Content;
  3. “frame” or “mirror” the Platform on any other server or wireless or Internet-based device;
  4. reverse engineer or access the Platform in order to (a) design or build a competitive product or service, (b) design or build a product using similar ideas, features, functions or graphics of the Services or Application, or (c) copy any ideas, features, functions or graphics of the Services or Application;
  5. launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Services or Platform;
  6. interfere with or disrupt the integrity or performance of the Platform or the data contained therein, or attempt to gain unauthorized access to the Platform or its related systems or networks.

RoundUp will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. You acknowledge that RoundUp has no obligation to monitor your access to or use of the Platform, but has the right to do so for the purpose of operating the Platform and providing the Services, to ensure your compliance with these TOU, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Third-Party Providers

You acknowledge and understand that RoundUp uses third-party service providers (“Third-Party Providers”) to provide various services to RoundUp and to you in connection with use of our Platform and related Services, including to link credit cards and to collect and disburse your donations generated from your round ups. You agree that RoundUp is allowed to share information and other data about you with Third-Party Providers and others in connection with your use of the Platform, and as may be set forth in our Privacy Policy. You agree to comply with, and you acknowledge and agree that the terms of each such Third-Party Provider made available to you at or in connection with a transaction or otherwise, as well as all legal terms and privacy policies of such Third-Party Providers, shall be binding upon you, applicable.

Links to Other Websites

The Platform provides links to other independent third-party websites, which may include websites that sell products and services (the “Linked Sites”). Linked Sites are not under our control, and we are not responsible for and do not endorse the content of Linked Sites, including any products, services information or materials purchased through or otherwise contained on Linked Sites. You will need to make your own independent judgment regarding your interaction with Linked Sites. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Linked sites, other third-party websites, or websites linking to the Platform. You should review the applicable terms and policies, including those pertaining to privacy and data gathering practices, of all websites that you visit, and you should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Disclaimers

The Platform should not be construed to be making any product or services recommendation, including with respect to quality, safety, price, or usability. For the avoidance of doubt, RoundUp does not approve or endorse, is not responsible or liable for, and makes no representations as to any product or service that may be accessed via use of the Platform. The promotion of any offer(s) shall not be interpreted to imply any association, sponsorship, endorsement, or affiliation with any third party. WHILE RoundUp ENDEAVORS TO PROVIDE A RELIABLE AND FUNCTIONAL PLATFORM, ALL ELEMENTS OF THE PLATFORM ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE PLATFORM, INCLUDING ANY PRODUCTS OR SERVICES PROVIDED BY THIRD PARTIES. ROUNDUP EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM AND ALL ELEMENTS THEREOF, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, SATISFACTORY QUALITY, QUIET ENJOYMENT AND ACCURACY, OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. ROUNDUP ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE PLATFORM WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY OF THE LINKS THAT YOU ACCESS VIA THE PLATFORM WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL ROUNDUP, OLIVE GROUP LTD, VISA OR MASTERCARD (AND ANY OF THEIR SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, DEVELOPERS, NETWORKS, AND DISTRIBUTORS) BE LIABLE FOR (i) ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, BUSINESS OR PROFITS THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE PLATFORM, REGISTER FOR AN EVENT, OR USE OF ANY OF THE SERVICES, OR (ii) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY ROUNDUP OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE PLATFORM, OR (iii) ANY DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR ANY OTHER ACTION. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. BY USING THE PLATFORM, YOU EXPRESSLY AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN; IF YOU DO NOT AGREE TO THIS ALLOCATION OF RISK, YOU MUST NOT USE THE PLATFORM.

RoundUp is not responsible for the misuse of any donor information by any third party (such as, but not limited to, a nonprofit organization with whom RoundUp may share donor information), including any violation of any federal or state law regarding charitable solicitation, telemarketing, privacy, or any other applicable area of law.

Indemnity

You agree to defend, indemnify, and hold harmless RoundUp and affiliates Olive, Visa and Mastercard and all of their respective employees, funders, parents, subsidiaries, joint ventures, affiliates, agents, developers, directors, officers and attorneys from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses) relating to or arising from i) any breach or alleged breach by you of this TOU, or ii) any act or omission related to your use of this Platform, or iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right.

Governing Law

This TOU has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of Delaware, U.S.A. as applied to agreements entered into and completely performed in the State of Delaware. You and RoundUp each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue to the federal and state courts located in Wilmington, Delaware.

YOU AND ROUNDUPAGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR ROUNDUP WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR ROUNDUP ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND RoundUp FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, ROUNDUP, AND ALL PARTIES TO ANY SUCH PROCEEDING.

Arbitration

At RoundUp’s sole discretion, any disputes or claims under this TOU or its breach may be submitted to and resolved exclusively by arbitration conducted in accordance with American Arbitration Association rules. One arbitrator appointed under such rules shall conduct arbitration. Any such arbitration shall be in Wilmington, Delaware, and the laws of Delaware shall be applied. Any decision in arbitration shall be final and binding upon the parties. Judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding the above, RoundUp may sue in any court for infringement of its proprietary or intellectual property rights. All claims you bring against RoundUp must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Any claim or cause of action arising out of or related to use of the Platform and/or any of the Content, or these TOU, must be filed within one (1) year after such claim or cause of action arose regardless of any status or law to the contrary. In the event any such claim or cause of action is not filed within such one (1) year period, such claim or cause of action shall be barred. Any failure to act by RoundUp with respect to a breach by you or others does not waive RoundUp’s right to act with respect to subsequent or similar breaches.

Term and Termination

This TOU and your right to use the RoundUp Platform will take effect at the moment you access the RoundUp Platform, and is effective, binding and enforceable for as long as you use the Platform. In addition, RoundUp reserves all of its legal rights to pursue any and all legal remedies if we believe you are using the Platform for fraudulent or unlawful activity or you are taking any actions or omissions that violate any term or condition of this TOU, or in order to protect its name and goodwill, its business, and/or other Users. RoundUp may terminate your Account at any, for any reason, or no reason. All provisions of this TOU that by their nature our intended to survive termination will so survive and remain binding and effective – such provisions include, but are not limited to the miscellaneous section below, the provisions concerning RoundUp's proprietary rights, indemnity, disclaimers of warranty, limitation of liability, and governing law.

Changes to the Terms of Use

RoundUp reserves the right to change, alter, replace or otherwise modify these Terms of Use at any time. The date of last modification is stated at the end of these Terms of Use. It is your responsibility to check this page from time to time for updates, and you hereby acknowledge and agree that you will be bound by the then current posted Terms of Use.

Miscellaneous

This TOU constitutes the entire agreement between you and RoundUp and governs your use of the Platform, superseding any prior agreements between you and RoundUp. You will not assign the TOU or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of RoundUp. Any purported assignment or delegation by you without the appropriate prior written consent of RoundUp will be null and void. We may assign these TOU or any rights hereunder without your consent. Failure by RoundUp to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver by RoundUp of that or any subsequent default or failure of performance. The Platform are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject RoundUp to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Platform or any portion of the Platform, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the service or other features that the Platform provides. If any provision (or part thereof) contained in this TOU is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and RoundUp as a result of this TOU or your utilization of the RoundUp Platform. Headings herein are for convenience only.