Last updated: April 6, 2022
The following Roundtrip terms of use (the “Terms of Use”) govern your access to and use of the products or services provided by Roundtrip including Roundtrip's mobile device applications (collectively the “Roundtrip Application”). These Terms of Use form an agreement between Roundtrip Systems Inc. (“Roundtrip”, “us”, “we”, “our”) and you. The term “you” refers to the person or entity browsing, accessing or otherwise using the Roundtrip Application (“use” or “using” in these Terms of Use will mean any of the foregoing).
You are a Permitted User of an organization or other third party that we refer to in these Terms of Use as “Customer”. Customer has separately entered into a software-as-a-service terms of service with us (the “Roundtrip Terms of Service”) that permits Customer to access, and provide its personnel with access, to the Roundtrip Application (each individual granted access to the Roundtrip Application, including you, is a “Permitted User”). The Roundtrip Terms of Service contains our commitment to deliver the Roundtrip Application to Customer, who may then obtain user accounts for each individual Permitted User.
BY ACCESSING AND USING THE ROUNDTRIP APPLICATION, YOU: (A) REPRESENT AND WARRANT THAT: (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE; (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS; AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE ROUNDTRIP APPLICATION IS TRUE, ACCURATE, CURRENT AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE, YOU WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE ROUNDTRIP APPLICATION. IF YOU ARE USING THE ROUNDTRIP APPLICATION ON BEHALF OF ANOTHER PERSON, YOU HEREBY REPRESENT AND WARRANT TO ROUNDTRIP THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON TO THESE TERMS OF USE.
1. Changes to these Terms of Use and the Roundtrip Application
1.a. Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time by posting a new version to the Roundtrip Application. It is your obligation to monitor the Roundtrip Application for any such changes. Your continued access to or use of the Roundtrip Application after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.
1.b. We reserve the right to change the Roundtrip Application at any time, without notice.
1.c. Roundtrip retains the right, at its sole discretion, to deny access to anyone to the Roundtrip Application, for violation of these Terms of Use or any other Roundtrip Terms of Service with Customer. You will cease and desist from any such access or use immediately upon request by Roundtrip.
2. Scope of Licence
Subject to the terms and usage rules set forth in the Shopify Inc. ( Shopify Inc. together with all of its affiliates, “Shopify”) terms of service, the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store terms of service and the Google Inc. (Google Inc. together with all of its affiliates, “Google”) Google Play terms and conditions or other app stores applicable to the mobile device used to access the Roundtrip Application (collectively, the “Usage Rules”), Roundtrip grants you a limited, non-exclusive, non sublicensable, non-transferable and revocable licence (the “Licence”) to use the Roundtrip Application, including downloading and installing the Roundtrip Application, on any Apple-branded products running the iOS mobile operating system (including but not limited to iPad, iPhone, and iPod Touch devices) (“iOS Devices”) or products running the Google Android operating system (“Android Device”), that you own or control (collectively, “Device” or “Devices”) and as permitted by the Usage Rules. The Roundtrip Application is licensed to you, by Roundtrip, whether provided to you directly by Roundtrip, made available through the Apple App Store, Google Play Store or on the web. The term “Roundtrip” includes both Roundtrip and each reseller or distributor through which Roundtrip may supply the Roundtrip Application to you. Your Licence is subject to your prior acceptance of this Terms of Use. Roundtrip reserves all rights in and to the Roundtrip Application not expressly granted to you under this Terms of Use. You acknowledge and agree that (i) neither Apple nor Google are parties to this Terms of Use; (ii) Roundtrip is solely responsible for the Roundtrip Application; and (iii) your use of the Roundtrip Application is subject to Roundtrip's privacy policy which can be accessed at roundtrip.ai/privacy (“Privacy Policy”).
3. Privacy
3.a. Please review our current Privacy Policy which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms a part of these Terms of Use.
3.b. You represent and warrant that any data, information, records and files that you load, transmit to or enter into the Roundtrip Application will only contain Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available on the Roundtrip Application.
4. Customer Data
When you submit data, files, content, Personal Information or information to the Roundtrip Application (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Customer retains control over that Customer Data. We have a license to use such Customer Data as provided in the Roundtrip Terms of Service.
5. Ownership of the Roundtrip Application
All rights, title and interest, including intellectual property rights, in the Roundtrip Application and all other materials provided by us hereunder, and any update, adaptation, translation, customization or derivative work thereof, will remain with us (or our third-party suppliers, if applicable). The Roundtrip Application and all materials provided by us hereunder are made available or licensed and not “sold” to you. All rights not expressly granted to you in these Terms of Use are reserved.
6. User Credentials for Roundtrip Application
To access certain features of the Roundtrip Application, you may be required to successfully sign up for user credentials using the available interfaces of the Roundtrip Application (the “User ID”). If you are issued with a User ID, you will keep your User ID secure and will not share your User ID with anyone else. We reserve the right to disable any User ID issued to you at any time in our sole discretion. If we disable access to a User ID issued to you, you may be prevented from accessing the Roundtrip Application.
7. Permitted User Responsibilities
You agree to:
7.a. comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy any export control laws;
7.b. upload and disseminate only Customer Data to which Customer owns all required rights under law and to do so only consistent with applicable law;
7.c. use reasonable efforts to prevent unauthorized access to or use of the Roundtrip Application;
7.d. keep User IDs and all other login information confidential;
7.e. monitor and control all activity conducted through your account in connection with the Roundtrip Application; and
7.f. promptly notify us and Customer if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account.
8. No Unlawful or Prohibited Use
You will not use the Roundtrip Application in violation of these Terms of Use or of any applicable law. You will not, without our prior written permission, use the Roundtrip Application for any purpose other than to access the franchise disclosure and contract management services provided there. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:
8.a. send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Roundtrip Application any data, information, pictures, videos, music or other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, intentionally misleading, or impersonates any other person; (iv) is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (v) is harmful to minors in any way or targeted at minors; (vi) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (vii) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability;
8.b. share, transfer or otherwise provide access to an account designated for you to another person;
8.c. disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Roundtrip Application (e.g., a denial of service attack);
8.d. attempt to gain unauthorized access to the Roundtrip Application;
8.e. use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Roundtrip Application or any part thereof or otherwise attempt to discover any source code;
8.f. use the Roundtrip Application for the purpose of building a similar or competitive product or service;
8.g. use the Roundtrip Application other than for the benefit of the Customer that has entered into the Roundtrip Terms of Service, and who has granted you a right of access; or
8.h. authorize, permit, enable, induce or encourage any third party to do the above.
9. Third Party Content, Websites or Services
The Roundtrip Application may provide links or access to third party content, websites, or services. Likewise, we may allow you to access the Roundtrip Application from third party systems. Roundtrip does not endorse any third-party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under Roundtrip's control, and if you choose to access any such content, websites, or services, or to access the Roundtrip Application from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use.
10. Maintenance & Support
You acknowledge that any support services for the Roundtrip Application, if any, will be provided by Roundtrip pursuant to the Roundtrip Terms of Service and that neither Apple nor Google will have any obligation whatsoever to furnish any such services for the Roundtrip Application.
11. Other Terms
These Terms of Use relate to the Roundtrip Application only. These Terms of Use do not alter in any way the terms or conditions of any other agreement that may apply to your use of the Roundtrip Application, including the Roundtrip Terms of Service.
12. Malicious Code and Security
The downloading and viewing of content and use of the Roundtrip Application are done at your own risk. We do not guarantee or warrant that the Roundtrip Application is compatible with your computer system or that the Roundtrip Application, or any links from the Roundtrip Application, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Roundtrip Application.
You are prohibited from attempting to circumvent and from violating the security of the Roundtrip Application including without limitation: (a) accessing content that is not intended for you; (b) attempting to breach or breaching Roundtrip Application security or authentication measures; (c) restricting, disrupting or disabling service to Roundtrip Application users, hosts, servers or networks by any means, or (d) otherwise attempting to interfere with the proper working of the Roundtrip Application, including but not limited to by introducing any material that is malicious or technologically harmful.
13. Communications Not Confidential
We do not guarantee the confidentiality of any communications made by you through the Roundtrip Application. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Roundtrip Application.
14. Disclaimer
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.
YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE ROUNDTRIP PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE ROUNDTRIP PLATFORM WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE ROUNDTRIP PLATFORM IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ROUNDTRIP BE LIABLE TO YOU OR ANY PERSON FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (1) SAVINGS, (2) PROFIT, (3) USE, OR (4) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS OF USE, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
FOR ANY OTHER DAMAGES, OR TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY OF ROUNDTRIP IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE ROUNDTRIP PLATFORM EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
ANY REMEDIES AVAILABLE WITH REGARD TO THE ROUNDTRIP PLATFORM ARE AS SET OUT IN THE ROUNDTRIP TERMS OF SERVICE.
16. Indemnification
You will defend, indemnify and hold harmless us, our affiliates and service providers, and each of their and our respective officers, directors, employees, agents, and any licensees, successors and assigns from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:
16.a. your breach of any provision of these Terms of Use or any documents referenced herein;
16.b. your violation of any law or the rights of a third party (including intellectual property rights); or
16.c. your use or the use by any third party using your User ID of the Roundtrip Application.
17. Term and Termination; Survival
17.a. These Terms of Use will commence on the day you first use the Roundtrip Application and will continue until the earlier of: (i) Customer's subscription or access to the Roundtrip Application expires or has been terminated by Customer or Roundtrip; or (ii) you are no longer designated a Permitted User by Customer (the “Term”). You may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Roundtrip Application) that your User ID be deleted and ceasing use of the Roundtrip Application. For greater certainty, if you continue to use any portion of the Roundtrip Application after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use. Roundtrip reserves the right to modify, suspend, or discontinue the Roundtrip Application (or any part thereof) or terminate these Term of Use at any time. While Roundtrip may attempt to provide notice to you of the termination, there may be instances where such notice of termination is not reasonably possible. Roundtrip will not be liable to you or to any third party should Roundtrip exercise such right to termination in the aforementioned manner. Upon termination of your account and these Terms of Use, you will lose all access to the Roundtrip Application and any portions thereof.
17.b. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 4 (Ownership), 9 (Third Party Content, Websites or Services) 12 (Malicious Code), 13 (Disclaimer), 15 (Limitation of Liability), 16 (Indemnification), 17(b) (Survival), and 19 (General Provisions).
18. Geographical Restrictions
Roundtrip makes no representation that the Roundtrip Application is suitable for use in locations outside Canada. This Roundtrip Application is not intended for use in any jurisdiction where its use is not permitted. If you access the Roundtrip Application from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.
19. General Provisions
19.a. Governing Law and Jurisdiction. Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and such laws apply to your access to or use of the Roundtrip Application, notwithstanding your domicile, residency or physical location. You will only use the Roundtrip Application in jurisdictions where the Roundtrip Application may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario Canada in all disputes arising out of or relating to the use of the Roundtrip Application. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
19.b. Entire Agreement. These Terms of Use and the Roundtrip Terms of Service constitute the entire agreement between you and Roundtrip pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Roundtrip with respect to the Roundtrip Application. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these 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.
19.c. Waiver. Roundtrip's failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
19.d. Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
19.e. Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
19.f. Third Party Beneficiary. You acknowledge and agree that Shopify, Apple (in relation to iOS Devices) and Google (in relation to Android Devices), and Shopify's, Apple's and Google's (as applicable) subsidiaries, are third party beneficiaries of this Terms of Use, and, on your acceptance of the terms and conditions of this Terms of Use, Shopify, Apple and Google, as applicable, will have the right (and will be deemed to have accepted the right) to enforce this Terms of Use against you as a third party beneficiary thereof.
19.g. Force Majeure. Neither you nor Roundtrip shall be held liable for any delay or failure in performance of this Terms of Use caused by reason of any occurrence of unforeseen event beyond that party's unrealistic control, including but not limited to, acts of God, earthquakes, embargo, labor disputes and strikes, riots, war, floods and governmental restrictions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
19.h. English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
20. Contact Roundtrip
If you have any questions or comments regarding these Terms of Use, please contact us at info@roundtrip.ai.