THESE TERMS OF SERVICE ARE A LEGALLY BINDING CONTRACT BETWEEN LEGAL ENTITY AGREEING TO THESE TERMS (CUSTOMER) AND CX CLOUD SOLUTIONS INC (WE, US, OUR) AND SETS FORTH THE TERMS AND CONDITIONS THAT GOVERN USING OF THE SOFTWARE AND SERVICES (DEFINED BELOW). BY CLICKING “GET STARTED” OR SIMILAR BUTTON OR BY USING THE SOFTWARE OR SERVICES, CUSTOMER AGREE TO BE BOUND BY THESE TERMS.

WE PROVIDE OUR SOFTWARE AND SERVICES TO LEGAL ENTITIES ONLY. YOU REPRESENT AND WARRANT THAT ENTERING INTO THESE TERMS OF SERVICE YOU ACT ON BEHALF OF A COMPANY, ORGANIZATION OR ANOTHER LEGAL ENTITY, ALSO YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND THE ENTITY TO THESE TERMS OF SERVICE.

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS CAREFULLY BEFORE CLICKING “GET STARTED” OR SIMILAR BUTTON OR USING THE SOFTWARE OR SERVICES.

  1. PROVISION OF THE SOFTWARE AND SERVICES
    • 1.1. Customer has non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable, right to use the software available on the domain roundrobin-assignment.com (Software) during the term hereof.
    • 1.2. We provide services for adaptation and modification of the Software (Services) so all our Customers can (a) use it as far as possible uninterrupted, (b) can get new features, bug fixes and other improvements of the Software.
    • 1.3. Services are provided to the Customer by subscription. Customer has the limited right to use the Services consistent with the Service Plan that Customer subscribe to, during the subscription term.
    • 1.4. Customer must register an Account to use the Software and Services. Customer is responsible for the information provided to create the Account and for any use of the Account. If Customer become aware of any unauthorized use of Customer's Account, Customer must notify us as promptly as possible.
    • 1.5. Customer may not (a) copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to extract any or all of the source code of the Software, (b) or create any derivative works from, sublicense, resell or distribute any or all of the Software or Services; (c) Use the Services in a manner intended to avoid incurring fees.
    • 1.6. Round Robin App runs on Google Cloud Platform. Google imposes restrictions on its use. Customer agree to comply with these restrictions: (a) Customer use of the Software must comply to Google Cloud Platform Acceptable Use Policy. (b) Customer may not use the Software for High Risk Activities. (c) Customer may not use the Software for any purpose or in any manner involving Protected Health Information (as defined in HIPAA).
    • 1.7. Except for the situations stipulated in points (a)-(g) of the GDPR Art. 49(1), Customer may not use the Software for processing of personal data in the context of the activities of an establishment of a controller or a processor in the European Union (EU), regardless of whether the processing takes place in the EU or not.
    • 1.8. Except for the situations stipulated in points (a)-(g) of the GDPR Art. 49(1), Customer may not use the Software for the processing of personal data of data subjects who are in the EU by a controller or processor not established in the EU, where the processing activities are related to (a) the offering of goods or services to data subjects in the EU, irrespective of whether a payment is required or not; or (b) the monitoring of data subjects' behaviour as far as this behaviour takes place within the EU.
  2. CONFIDENTIALITY
    • 2.1. For purposes of these Terms of Service Confidential Information includes: (a) information that is processed or stored via the Software; (b) information disclosed by the party to another party which is in tangible form and labeled “confidential” (or similar).
    • 2.2. Confidential Information does not include information that (a) was in the public domain at the time of disclosure; (b) became publicly available after disclosure to the receiving party without breach of these Terms of Service; (c) was lawfully received by the receiving party from a third party without such restrictions; (d) was known to the receiving party; (e) was independently developed by the receiving party without breach of these Terms of Service.
    • 2.3. The receiving party may also disclose Confidential Information to the extent required by applicable legal process. Provided that the receiving party uses commercially reasonable efforts to notify the other party of such disclosure.
    • 2.4. The receiving party will not disclose the Confidential Information, except to employeess, contractors, and third party service providers who need to know it and who are bound to maintain the confidentiality thereof.
    • 2.5. We collect certain information about You and Your devices. Some information You make accessible to us by establishing a connection between Round Robin and Customer's Zendesk account may contain third parties personal data. We use, disclose, and protect this information as described in Our Privacy Policy. Its current version is available at roundrobin-assignment.com/legal/privacy-policy.html and is incorporated into these Terms of Service.
  3. INTELLECTUAL PROPERTY RIGHTS
    • 3.1. Each party maintains all rights, title and interest in and to all of their respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights. The rights granted to Customer to use the Software and Services under these Terms of Service do not convey any additional rights in the Software and Services, or in any intellectual property rights associated therewith. Subject only to limited rights to use the Software and Services as expressly stated herein.
    • 3.2. We have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Round Robin App or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from Customer.
  4. SUBSCRIPTIONS AND PAYMENTS
    • 4.1. The term of the subscription begins when Customer subscribes and continues until Customer cancels the subscription or until termination of the Terms of Service, whichever date is earlier.
    • 4.2. Customer hereby authorize that the payment instrument, provided by Customer to pay for subscription will be charged monthly or annually in accordance with selected Service Plan. Except as otherwise expressly provided herein, payments are non-refundable.
    • 4.3. If Customer chooses to change the Service Plan during subscription term: (a) If Customer upgrades the Service Plan the first payment will be decreased by the amount for remaining period of the previous subscription term. (b) No refunds will be provided to Customer if Customer chooses to downgrade the Service Plan or cancel the subscription.
    • 4.4. Customer may not use the Services in a manner intended to avoid incurring fees.
    • 4.5. In the case we are unable to charge Customer's payment instrument for the pending service term, We shall be entitled to suspend provisioning of the Services temporarily until Customer resolves the problem with the payment instrument or provide a new payment instrument to fund the subscription.
    • 4.6. Customer is responsible for paying any taxes associated with Customer payments under these Terms of Service including without limitation: taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes accessible by any local, state, provincial or foreign jurisdiction. Our fees do not include any of these unless otherwise specified when making a purchase.
    • 4.7. Sale of Services is carried out through our authorized reseller Avangate BV dba 2Checkout, Address: De Cuserstraat 93, 2nd floor, 207-208 office, 1081 CN, Amsterdam, Netherlands, Registration Number: 34246766 with the Register of Commerce, VAT ID: NL 815605468B01, Web: www.2checkout.com, Email: info@2checkout.com
  5. TERM AND TERMINATION.
    • 5.1. The term of these Terms of Service begins when You click “GET STARTED” or similar button or start using the Software or Services and continue until it is terminated as set forth in this Section.
    • 5.2. Customer may terminate these Terms of Service at any time on prior written notice. We may terminate these Terms of Service at any time on prior written notice, without liability to Customer, including without limitation: (a) We believe that Customer have violated these Terms of Service; (b) Customer don’t use the Services for a period exceeding 90 days for any reason.
    • 5.3. If the Terms of Service are terminated, then: (a) the rights granted by one party to the other will immediately cease, except for Sections: 2, 3, and 7 points 8.4, 8.5; (b) Access to the Software and Services for Customer Account will be immediately terminated; (c) All Customer data stored by the Software, except the data specified in paragraph 5.4, will be permanently removed.
    • 5.4. After termination we store the following data for promoting our legitimate interests and fulfilling our legal obligations: (a) correspondence related the contract (b) details of the Customer's payments; (c) Customer's electronic mail addresses for notices; (d) Customer's Zendesk subdomain.
  6. DISCLAIMER
    • 6.1. THE SOFTWARE AND SERVICES AND ALL OTHER PRODUCTS AND SERVICES, INCLUDING THIRD PARTY HOSTING SERVICES, PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE HEREBY DISCLAIM, ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION, VALUE OR QUALITIES OF ANY SERVICES, INFORMATION OR MATERIALS PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, WHETHER ANY SUCH SERVICES, INFORMATION OR MATERIALS WILL BE ACCURATE, COMPLETE, SECURE, CONTINUOUS, UNINTERRUPTED, NON-INFRINGING OR ERROR-FREE, AND SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, INCLUDING ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WE ALSO SPECIFICALLY DISCLAIM RESPONSIBILITY OF THIRD PARTY PRODUCTS AND SERVICES WITH WHICH CUSTOMER MAY UTILIZE THE SERVICES, AND CUSTOMER SPECIFICALLY DISCLAIM AND WAIVE ANY RIGHTS AND CLAIMS CUSTOMER MAY HAVE AGAINST US WITH RESPECT TO SUCH THIRD PARTY PRODUCTS AND SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  7. LIMITATION OF LIABILITY
    • 7.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, THE SERVICES OR ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PERSONAL INJURY, PROPERTY DAMAGE OR ANY OTHER DAMAGES OR LOSSES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH ANY SUCH LIABILITY IS BASED; AND THE ENTIRE AGGREGATE THAT OUR LIABILITY AND THE SOLE REMEDY AVAILABLE TO CUSTOMER IN ANY CASE IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE SHALL BE LIMITED TO TERMINATION OF THESE TERMS OF SERVICE AND MONETARY DAMAGES THAT IN THE AGGREGATE MAY NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAYABLE OR PAID TO US BY CUSTOMER UNDER THESE TERMS OF SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO ITS TERMINATION.
  8. GENERAL
    • 8.1. Entire Agreement. These Terms of Service constitutes the final, complete and exclusive agreement among the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether in written, oral, electronic, or other form, relating to the subject matter hereof.
    • 8.2. Updates. We may update these Terms of Service from time to time in which case the new terms will substitute prior versions. We will notify Customer not less than ten (10) days before the effective date; your continued use of the Services constitute your acceptance of the updated Terms of Service.
    • 8.3. Assignment. Neither party, directly or indirectly, by operation of law or otherwise, may assign any part of these Terms of service without the written consent of the other.
    • 8.4. Publicity. We may use Customer company names, trademarks, logos, domain names in Our customer list, online or in promotional materials. Customer can revoke this right at any time at your own discretion, fully or partially. To do this Customer need to send the corresponding notice to support@roundrobin.zendesk.com
    • 8.5. Promotion. We may use Customer's electronic mail addresses to keep the Customer informed about our products and services it might be interested in during the term hereof and 3 years after its termination. Customer can revoke this right at any time at it own discretion. To do this Customer need to send the corresponding notice to support@roundrobin.zendesk.com
    • 8.6. Force majeure. Neither party will be liable for failure or delay in operations to the extent caused by circumstances beyond its reasonable control.
    • 8.7. Severability. If any provisions of this these Terms of Service is illegal, invalid, or unenforceable, the rest of the provisions will remain effective.
    • 8.8. Relationship of the parties. The parties are independent contractors. These Terms of Service does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
    • 8.9. Notice. All notices under these Terms of Service must be in writing and addressed to the other party’s electronic mail address. Round Robin electronic mail address for notices is support@roundrobin.zendesk.com. Customer electronic mail address for notices is the one that provided by Customer in the app settings.