These User Terms of Service (the “Terms”) constitute a legal agreement between You, as the user of the Round One website (the “Website”), whether as a guest or a registered member, in any capacity (General Member, Authorized-Investor Member, Issuer Member) (each, a “User”), and Round One, as the owner of the platform that is accessible through the web (the “Website”) and the various features of the crowdfunding platform as made available on the Website (collectively, along with the Website, these shall be referred to as the “Services”). Throughout these Terms we will refer to you as “you”, and we will refer to Round One Limited as “we”, “us” or “Round One”. Round One is owned and operated by Eastern Securities Development Corporation.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING THE WEBSITE AND/OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ANY OTHER APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE REFRAIN FROM USING THIS SERVICES IMMEDIATELY.
1. Definitions 1.1. In these Terms, and other Platform Agreements the following words and phrases have the meanings given below unless otherwise provided in later agreements:
1.1.1. Acknowledgements refers to the act that you understand and agree with each of the statements and descriptions set out in this agreement;
1.1.2. Account means the Round One Crowdfunding account of the member that is maintained with ESDC.
1.1.3. Activity refers to the campaign and investment and other activities related to it;
1.1.4. Additional information refers to the information we provide on the platform other than information contained in a Campaign;
1.1.5. Agent means, in the case of a juridical member, that natural person acting on such member's behalf;
1.1.6. Agreement refers to these Terms of Service and the Platform Agreements (including the Privacy Statement) between you and us;
1.1.7. Applicable Laws refers to all laws and regulations in the Philippines including rules and regulations issued by government agencies and regulators.
1.1.8. Break Fee refers to an early fee equal to (a) 5%, or (b) 7.5%, respectively, of the targeted offering amount for the consideration of the work we have performed and the value we have created for your campaign.
1.1.9. Campaign or CF Campaign refers to the campaign summary and detailed campaign initiated by the Issue as an online fundraising event, taken together, created and made available on the Platform;
1.1.10. Campaign Engagement Letter refers to an agreement by which the Issuer engages Round One in relation to the Campaign, and of which the Campaign Terms and Conditions form a part;
1.1.11. Campaign summary refers to the summary information about Issuer’s CF Campaign through the platform;
1.1.12. Change refers to the changes of any fact, circumstance, event or information about a campaign.
1.1.13. Client refers to registered Issuer and Investor of Round One Crowdfunding Platform.
1.1.14. Committed refers to the amount invested by an Investor member in a Campaign on the Platform;
1.1.15. Crowdfunding or CF Intermediary refers to Round One as a registered Crowdfunding Intermediary;
1.1.16. CF Rules refers to SEC Memorandum Circular no. 14 series of 2019 which governs the Crowdfunding activities in the Philippines;
1.1.17. CF Securities means the securities issued by the registered Issuer of Round One as a Crowdfunding platform to be sold and offered to the registered investors on the Platform.
1.1.18. Detailed Summary refers to the detailed information about Issuer’s CF Campaign through the platform that is displayed when clicking through a campaign summary;
1.1.19. ESDC means Eastern Securities Development Corporation managing the Round One Crowdfunding platform;
1.1.20. Execute refers to this Agreement, any Platform Agreement or any other agreement you enter with us, express your assent to be bound by its terms through the electronic means provided on the platform or otherwise sign or execute in a manner approved by us;
1.1.21. Foreign member refers to Round One members who are situated in territories outside the Philippines;
1.1.22. Issuer refers to the member who uses the platform to raise funds by conducting a CF Campaign;
1.1.23. Investor refers to a Round One member whom we have authorized to act as an investor;
1.1.24. Investment Account refers to the account created by the investor where he/she will receive, hold and distribute money invested or distributed in connection with an investment;
1.1.25. Investment Agreement refers to an Investment Agreement you enter into when making an investment through the platform;
1.1.26. Nominee and Proxy Services (“Nominee Services”) refers to arrangements whereby the Investor authorizes us to hold securities on his/her behalf and/or to exercise rights pertaining to such securities upon his/her instructions and as provided in the Terms and written agreements;
1.1.27. Overfunding Period refers to the period that authorized-investor members can continue to invest in a campaign which has reached the targeted offering amount until the Campaign has been closed;
1.1.28. Person refers to a natural or juridical person
1.1.29. Personal data has the meaning given in the Privacy Statement
1.1.30. Platform means, the Round One platform, which includes the website currently hosted at the domain http://www.roundone.ph
1.1.31. Platform Agreements refers to any other agreement you enter into in connection with your use of the Platform;
1.1.32. Portfolio refers to the section on the Platform where your investments are listed;
1.1.33. Privacy Statement refers to the privacy statement of Round One which is published on the Website and of which you are notified when creating an Account;
1.1.34. Profile refers to the profile you complete as part of joining Round One;
1.1.35. Round One member or Member refers to a person who has joined the Round One platform as a member, including affirming assent to the relevant Membership Agreement and whose membership has not been terminated or suspended;
1.1.36. SEC refers to the Securities and Exchange Commission in the Philippines;
1.1.37. Securities refers to securities as defined in the Securities Regulation Code and its implementing rules and regulations;
1.1.38. SRC refers to the Securities Regulation Code of the Philippines;
1.1.39. Success Fee refers to the charge for our service if the Issuer raises the investment it is seeking;
1.1.40. Targeted offering amount refers to the minimum investment that the Issuer states it wishes to raise by way of the Campaign;
1.1.41. Total Invested Amount refers to the amount invested by an authorized-investment member in your campaign/offer.
1.1.42. We, us and our refers to Round One, any of our subsidiaries and any holding company and where the context permits, our permitted assignees, transferees and delegates;
1.1.43. Working day or Business day refers to any day other than a Saturday, Sunday, national holiday; and
1.1.44. You or your refers to you, as the Round One member, who is a party to this Agreement.
2. Application 2.1. These Terms of Service set out the general terms governing your use of the Website or the platform and the terms of the relationship between Round One and you as a Round One member. Unless otherwise provided, these provisions apply to all Round One members. They apply to you as soon as you first use the Website, and you are deemed to have agreed, without restriction, to be bound by them upon your first use of the Website. If you do not wish to continue to be bound by these Terms and the documents constituting the Agreement, please stop accessing or using the Services now.
2.2. This Agreement is a binding contract between you and us, and it sets out your and our rights and obligations with respect to your membership of Round One and use of the platform. In executing this Agreement, you are indicating that you agree to adhere to, and be bound by, all of its terms.
2.3. The Services are only made available to persons with the legal capacity to enter into contracts under Philippine law. By using the Services, you warrant and represent that you are at least 18 years old and possess the necessary legal capacity to be bound by a contract.
3. Membership and Account Details 3.1. If you would like to see and/or use any of our services and products on the Website, you will need to register for an account on the Website (“Account”) through which you will be able to access the restricted features of the Website. These features can be accessed only if you are a member.In order to join Round One as a member, you must be either (a) a natural person who is eighteen (18) years of age or over ("individual member"); or (b) a juridical or legal entity, including Single Proprietors, Cooperatives, Partnerships, or Corporations ("juridical entity member"); and in all cases (c) possess all the necessary juridical capacity to enter into contracts in the Philippines. In executing this Agreement, you warrant to us that you meet the criteria of an individual member or a juridical entity member and that you are not subject to the laws of any territory which would make your participation on the Platform unlawful.
3.2. You need to fill out the registration form in the Signup section(s), and give your name, username, and email address, and elect a password. In doing so, you also need to agree to accept all the terms in the Platform Agreements that may be applicable to you. You will then be treated by us as a Member and you will be given restricted access to the Platform, whereby you will not have right to make investments via the Platform yet. Access to other features may be subject to additional terms. That means that you will only be given a restricted right to review certain details of the currently available Campaigns or offers. You warrant that all the information contained in your Account and that you submit to the Platform is complete, true and correct. We are entitled to rely on such information until we have received written notice from you of any change regarding such information. By creating an Account, you hereby authorize ESDC to conduct a credit inquiry or check on your financial situation and investment objectives.
3.3. You must inform us as soon as reasonably practicable if you cease to be eligible to be a Member. If you inform us, or if we otherwise discover without your notification, that you have ceased to be eligible as a Member, your membership will be suspended. If you later become eligible to be a Member again and inform us of this, your Round One membership may be reinstated at our discretion.
3.4. If you are using the Services on behalf of a juridical person or any other entity, you represent and warrant that you are duly authorized by such third person to represent it and bind it to these Terms and other transactions and activities you make through the Services. You further warrant that you have procured all necessary corporate or group approvals and authorizations to (i) authorize and effectuate the performance of your obligations under the Terms and other supplemental agreements between you and u and (ii) ensure your compliance with said obligations for while you are using our Platform and services. If you are a juridical entity member, you must designate at least one (1) natural person to take action on your behalf. We refer to this person as your "Agent". Your Agent is the person who provided his or her name as your appointed representative in the application form on the platform. Should you wish to replace your Agent at any time, you may do so by having either the outgoing Agent or one of your directors or officers notify us. Your Agent is not an individual member, unless that he or she joins separately as such, and only has rights and obligations under this Agreement to the extent that he or she is, or purports to be, acting for you. Throughout this Agreement, any reference to "you" which relates to taking a particular action through the platform or doing anything else that only a natural person can physically do, shall be read as a reference to your Agent doing so on your behalf, while any other reference to "you" shall be read as a reference to you as a juridical entity member.
3.5. You are required to create a username for, and allocate a password to, your Account. You are personally responsible for maintaining the confidentiality of your password and other details in relation to your Account at all times. You agree that any person to whom your username or password is disclosed is authorized to act as your agent for the purposes of using (and/or transacting via) your Account. You agree to accept responsibility for all activities that occur under your account and notify us immediately of any unauthorized use or any other breach of security in relation to your account. Please note that you are entirely responsible if you do not maintain the confidentiality of your password. At no time should you respond to an online request for a password of your Account. We will not ask for your password offline or online, except that you will be required to enter your password as part of the log-in process.
3.6. Your Account must be registered with a valid personal email address that you access regularly, so that, among other things, administration emails and communications regarding your activities on the Website can be sent to you. You may also be required to submit additional information and documents prior to the creation of your Account pursuant to our internal policies and applicable laws and regulations. Any Account which has been registered with someone else's email address, temporary email addresses, fictitious identities, or with the use of inaccurate information, may be suspended or closed without notice. We may require you to validate Accounts at registration or if we believe you have been using an invalid or inaccurate information.
3.7. You may only become a Member of Round One once and you may only have one Account. You may not attempt to create multiple or fictional memberships for yourself by using different email addresses or other identifying information. If you attempt to do so, your membership may be terminated. You also undertake not to create fictitious memberships.
3.8. We may from time to time require you to provide us with such information or documentary proof in respect of the matters set out in the Application Form you have submitted and in respect of your Account, and if so required, you shall provide such information and/or documentary proof as may be required by us.
3.9. We reserve the right to take any action we deem appropriate upon receiving notification from you, other users, law enforcement agencies, or other government regulations regarding any unauthorized or fraudulent use of your Account or any intentions or actions that disrupts the Website or harms other Website users in any way.
4. Our Relationship With You 4.1. Upon execution of this Agreement, you will become a Round One member, and you will remain a Round One member until and unless your membership is terminated or suspended. Our obligations to you as a Round One member are as set forth in this Agreement and other Platform Agreements. You are not our customer or client.
4.2. Client. If and to the extent that you make an investment through the Platform or conduct a Crowdfunding Campaign through the Platform, you are our client, and we will treat you as our client for all purposes related to such investment or such crowdfunding.
4.3. No Advice. We do not provide advice or recommendations with respect to any aspect of transactions conducted through the Platform, other than advice on the technical use of the platform. We cannot give you any investment, legal, taxation or other advice in connection with your membership or any investments you make through the Platform, and nothing on the Platform or in any communications we send to you is intended to constitute advice or a recommendation. If you need or want advice, you should consult an appropriate professional financial, legal, taxation, or other advisor.
4.4. Location of Activities. In executing this Agreement, you agree that all of the activities that we conduct with you take place within the Philippines, regardless of where you may be physically located at the time you use the Platform or otherwise engage with us. This means that you agree that our activities are subject only to the laws of the Philippines and not to the laws of any other country in which you may be physically present at any given time, and therefore that any redress you may seek from us must be sought under Philippines law. However, you agree to comply with all relevant laws and regulations that may apply to your use of the Platform in any jurisdiction in which you may be located.
5. The Platform 5.1. Role. Your interactions with us and with other Round One members will take place entirely through the Platform. If you act as an Issuer, you will use the Platform both for the process of conducting Crowdfunding Campaigns and for offering and selling securities. If you act as an Investor, you will use the Platform to view Campaigns and make investments. Most communications between us and you, and between you and other Round One members, will take place through the Platform. In general, you should expect that you will not be able to communicate with us or with other Round One members via any means other than the Platform. If you are uncomfortable using the Platform for these interactions, you should not execute this Agreement and become a Round One member.
5.2. Transactions Regarding the Campaigns. You acknowledge that pursuant to our exertion of efforts and investment of resources towards any and all Campaigns on the Platform (including but not limited the exercise of due diligence, review of qualifications of issuers and investors, etc.) as well as the CF Rules, all securities that are contemplated and transacted by any Round One member under any of the Campaigns created and registered on the Platform shall be exclusively offered or sold through the Platform. Any issuance of securities outside the Platform shall be deemed a violation of this Agreement and an unauthorized offering and sale of securities under the CF Rules and Applicable Law.
5.3. Security. Your security tokens are the methods used by us to identify you and so you must keep them secure at all times. You must notify us immediately if you learn or suspect that the security of your username or password, or of the account or accounts you use to sign in to the Platform, may have been breached. If we receive such a notification from you or determine ourselves that the security of one of your security tokens may have been breached, you will not be able to access the Platform until measures have been taken to verify your identity.
5.4. Profile. At some stage after you log onto the Platform, you will be asked to complete a profile. The information you provide in your profile is the basis on which we identify you for purposes of communicating with you, fulfil any reporting obligations that we have to any regulatory or governmental authorities, and conduct any anti-money laundering or other checks we run on you, which you may change at any time. To the extent that you choose to make your profile "public" for certain purposes, it will also be the basis on which other Round One members identify you. You must complete the profile truthfully, and you must keep the information in your profile up to date.
5.5. Content. You are solely responsible for any content you post on the Platform, including your profile, information about Crowdfunding Campaign and any other information you post. You warrant that you have all necessary rights and clearances over the materials you post. You may not post, transmit or share information on the Platform that you do not own or have permission to display, publish or post. Neither we nor other Round One members shall be liable for your content, and you agree to compensate us and other Round One members for any loss, damages or costs arising from or in connection with any content you post on the Platform.
5.6. Interactions with Other Round One Members. You are solely responsible for your interactions with other Round One members. We reserve the right but are not obliged, to monitor actions and disputes between you and other Round One member, and we reserve the right to remove any communications that you post that we consider to be violative of the Platform Agreements, abusive, trolling, hateful, spam, or otherwise inappropriate (including any discussion of commencing legal action).
5.7. Sole Communication. All communications that you make to any other Round One member regarding a Campaign or the securities subject of or intended to be subject of a Campaign or any communication between you and other Round One members must be made solely through the communication channels made available on the Platform.. Making communications pertaining to Campaigns through means outside of the Platform will be deemed as a violation of this document.
5.8. Public Access. By using the communication channels made available on the Platform, you agree and acknowledge that RoundOne shall permit public access to view all discussions made in such communication channels.
5.9. Anti-Money Laundering. You hereby warrant and undertake that you are not and have not been engaged, directly or indirectly, in any transaction that involves proceeds of any unlawful activity and always in compliance with the Philippines Anti-Money Laundering Acts and other related laws. You shall not use the Platform to further acts that violate anti-money laundering rules and other Applicable Laws.
6. Investor Members 6.1. Restriction. Not all Round One members are allowed to become Investors. In order to become what we call an "Investor member", you will be classified either as a "retail investor" or a "qualified buyer or investor". You will be subject to investment limitations provided under the Investment Agreement. As an Investor member, the terms of the Investor Agreement shall govern our relationship with you in addition to this Agreement.
6.2. As an Investor member, you are required to be aware of the risk of investing in a Campaign on this Platform. Without prejudice to the Investor Agreement, You warrant and represent that you are aware or acquainted with the risk in investing. By executing this Agreement you warrant to us that, in your view, you have the experience, expertise, and knowledge to understand the risks involved in and make your own investment decisions about, investments in early-stage and other businesses of the type displayed on the Platform.
6.3. Investment Questionnaire. You are required to answer a questionnaire that completely demonstrates that you understand (i) that there are restrictions on your ability to cancel an investment commitment and you may or may not obtain a return of your investment, (ii) that it may be difficult for you to resell the securities you acquire, (iii) that you are aware that investing in securities offered and sold in the Platform involves risk, and (iv) that you should not invest any funds in an offering unless you can afford to lose the entire amount of your investment.
6.4. Entirely Our Decision; No Liability. The decision of whether to authorize you to act as an Investor is entirely ours and we may decide for any reason or no reason not to authorize you to participate in the Platform as an Investor. We will not be liable to you for any losses, damages or costs arising from our decision not to authorize you.
6.5. Revoking Authorization. If we have authorized you to act as an Investor, we will not normally revoke that authorization, except in accordance with termination or suspension of your membership, but we reserve the right to do so if facts come to our attention that leads us to believe that you may not have the experience, expertise and knowledge required to understand the risks involved in, and make your own investment decisions about, the investments available through the Platform or if we consider there may be legal restrictions on you making investments through the Platform. Separately, if you no longer wish to be an Investor member, you may notify us of this, and we will revoke your authorization on that basis. In the event that your authorization is revoked, you will no longer be able to act as an investor.
6.6. Truthfulness and Non-Circumvention. You must complete the investment application process truthfully, honestly, and completely.
6.7. Type of Investments. If you become an Investor member, you will have the opportunity to invest in Crowdfunding Campaigns available from time to time on the Platform. Each of these investments consists of securities in one or more Campaigns.
6.8. Cancellation Rights. You may have the right to cancel your investment for a specified period of time. Any such exercise of cancellation rights will be circumscribed in the relevant Investment Agreement.
6.9. Taxation. Depending on your individual tax position, you may be liable to pay taxes on any dividends or gains you receive from your investments. Payment of these taxes is entirely your responsibility, and as required by Philippine law we will not deduct or withhold any taxes for you or provide you with any statements or information with respect to your tax liability.
6.10. Acting as Issuer. Acting as an Investor does not preclude you from also acting as an Issuer, either contemporaneously or at a different time. In the event that you choose to act both as an Investor and as an Issuer, the provisions of this Agreement relevant to Investors will apply to you to the extent that you are acting as an Investor, and the provisions of this Agreement relevant to Issuers will apply to you to the extent that you are acting as an Issuer.
6.11. Fees. We will only charge you a fee for acting as an Investor if you make a profit from an investment or if you receive proceeds from an investment that in aggregate exceeds the amount of capital you invested. This means that, once you have received your capital back from a given investment, any future proceeds will be subject to a deduction for our fee. Our rights to fees in respect of any given investment will be as set forth in the relevant Investment Agreement.
7. Issuer Members 7.1. Restriction on Issuers. To become an Issuer, you must be an entity organized under the laws of the Philippines or a Filipino natural person. Offers of securities are subject to the limitations provided under the CF Rules. As an Issuer member, the terms of the Issuer Agreement shall govern our relationship with you in addition to this Agreement
7.2. Eligibility of Businesses. The determination as to whether an entity or natural person is eligible to conduct a Crowdfunding Campaign through the platform is ours and ours alone, and we may determine that an entity or a person is not eligible for any reason or no reason. We are not required to communicate the reason for any such determination to you.
7.3. Creating a Campaign. In order to conduct a Campaign using the Platform, you will need to follow the process set forth in the relevant section of the Platform. This process requires you to answer the application forms and questionnaires, along with evidence to support certain of those answers. The Campaign will stay active for a specified period of time, as set forth in the Issuer Agreement.
7.4. Multiple Campaigns. You may create more than one Campaign, and you may have multiple Campaigns active at one time as long as it is within the limits of securities to be offered and sold within twelve (12) months prescribed under the Issuer Agreement and other agreements. In order to create an additional Campaign, you will need to repeat the process described in the applicable agreements.
7.5. Taxation. Depending on your individual tax position, you may be liable to pay taxes on any dividends or gains you receive from your investments. Payment of these taxes is entirely your responsibility, and as required by Philippine law we will not deduct or withhold any taxes for you or provide you with any statements or information with respect to your tax liability.
7.6. Acting as Investor. Acting as an Issuer does not preclude you from also acting as an Investor, either contemporaneously or at a different time. In the event that you choose to act both as an Investor and as an Issuer, the provisions of this Agreement apply to you to the extent that you are acting as an Investor, and the provisions of the Membership Agreement for Issuer will apply to you to the extent that you are acting as an Issuer.
7.7. Fees. We will charge you a fee for acting as an Issuer if you successfully raise capital through the platform, as set forth in the Issuer Agreement or otherwise agreed with us. Additional fees related to breakage may also apply, as set forth in the Issuer Agreement and other agreements between us.
8. Use of Account 8.1. You may maintain funds in your Account, and those funds shall be considered as your balance, minus any money owed to us. Funds will be deposited in your Account by transferring funds from certain payment instruments we accept (including debit cards, checking and savings accounts or other types of prepaid payment we authorize, collateral, etc.)
We make no representation that any of your Payment Instrument(s) is in good standing or that the issuer of your Payment Instruments will sanction or allow such transfer for any transfer from a Payment Instrument to your Account.
8.2. You may use your Account on the Round One website to purchase securities. We may restrict the amount or number of transactions you may make with your Account for regulatory purposes. We may ask you to submit additional identity documents at our absolute discretion before you make a transaction.
You allow us to reduce the value available in your Account by the cumulative sum of the transaction and, where applicable, any costs, including applicable fees and taxes, each time you use your Account and/or make transactions.
You can only make payments using your Account to the extent that you have sufficient balance to support those transactions. You are not allowed to make purchases or transactions in excess of your Account balance.
You are liable for all initiated purchases, transactions, and fees incurred using your Account. If another person uses your Account, we will consider this as if you have allowed such use and, according to the provisions below, you will be liable for any purchases made and fees incurred by such use.
You must immediately inform us of any unauthorized use of your Account or any other violation of security with respect to the Account that you are aware of.
ESDC shall furnish account statements and confirmations of all executed transactions on the day these are made by electronic means or sent to the email address appearing in our records. These shall be binding if no written objection is made by the next business day. You acknowledge that the validity of your objection to any such confirmation of transaction or account statement shall be reasonably determined solely by ESDC.
8.3. Fees. We reserve the right to charge fees, including those associated with the set-up and management of your Account, to cover the related costs of providing you with Account services.
8.4. Set-Off. ESDC shall be entitled, with notice to you, to set off any of your debts to ESDC against any amount in the Account or any amount payable to you by ESDC whether the debts are incurred pursuant to the account or otherwise, are actual or in the a currency different from the currency in the account or the currency of the amount payable to you by ESDC.
9. Purchase of Securities 9.1. Certificates.Subject to and without prejudice to the availment of our Nominee Services, The Securities purchased by Investors shall be registered under their name after payment and upon the completion of the campaign of the Issuer where the Investor purchased securities.
The transfer of certificates corresponding to the Securities purchased by you, as an Investor, shall be subject to the regular course of an Issuer's issuance of stock certificates or another certificate of ownership of securities with the assistance of the Intermediary.
9.2. Safekeeping. Securities indicated on the platform’s portfolio and statement of account features are not held by the ESDC as the Intermediary. The Platform displays these securities for the benefit of Issuers and Investors but is not responsible for any discrepancies between displayed and actual shareholdings if such discrepancy is due to a lack of or inaccuracy in the disclosure by Issuers, software errors or failure, delays and failures by service providers, or force majeure. ESDC and the Intermediary are not responsible for any loss, missing, damaged or defective stock certificates issued by Issuers
9.3. Issuers are aware that registration with the Platform requires disclosure. It is the Issuer’s duty to maintain accurately and up-to-date stock book and stock record information. Likewise, it is the Issuer’s duty to promptly inform the Platform of any changes to its capital structure, stock inventory, or otherwise.
9.4. It is agreed that ESDC has no responsibility for the collection of coupons, interest, or dividends on the Securities acquired by an Investor. ESDC also accepts no responsibility for the receipt and/or forwarding of any communications or documents relative to the Securities.
9.5. ESDC shall comply with all laws, writs or juridical or administrative orders, processes or regulations without the Client’s obligation to confirm or question the legality or constitutionality of such order, process or regulation. In the case of orders and processes, ESDC shall be authorized to act on the basis of documents or copies which purport and which ESDC at its discretion reasonably believes to be genuine without any duty to ascertain their authenticity.
9.6. In all cases where ESDC is of the opinion that it will be subjected to any claim or demand for taxes, or be required to comply with any law, process or regulation, it may withhold payment of any sums due to the Client, if any, until ESDC shall have received an order or a satisfactory ruling from the administrative authority or from the courts which would allow the release thereof under circumstances which, in ESDC's opinion, forecloses the possibility of liability attaching to ESDC. For this purpose, ESDC may, for the Client’s account, seek the assistance of any lawyer, accountant or other experts.
9.7. The Client agrees to reimburse ESDC for all expenses, including attorney's fees, and for all charges and taxes incurred or paid in good faith by it, or because of the Client’s failure to comply with his obligations hereunder. The Client further holds ESDC harmless from all claims, demands and liabilities which may be made against ESDC. All sums due to ESDC shall be payable on the date due without need of demand.
9.8. Promoters. You acknowledge that any person who promotes an Issuer’s offering for compensation, whether past or prospective or who is a founder or an employee of an issuer that engages in promotional activities on behalf of the issuer on the Platform, shall clearly disclose in all communications on the intermediary’s Platform, respectively, the receipt of the compensation and that he or she is engaging in promotional activities on behalf of the Issuer.
10.2. You hereby authorize and consent to the disclosure by ESDC of any information relating to your Account upon demand, order or request by the Securities and Exchange Commission of the Philippines, Anti-Money Laundering Council, Philippine Stock Exchange or any government authority and/or law enforcement agency.
11. Termination 11.1. Termination by You. You may terminate this Agreement or any service of the Platform covered by different agreements, by written notification to us not less than three (3) Business Days prior to the intended date of termination. You may also cease using the Platform at any time.
11.2. Termination or Suspension by Us. We may suspend or terminate your Round One membership or access to any service (and/or any and all types of memberships) immediately, and we shall inform you of the suspension and/or termination immediately, if:
A. You have breached the terms of this Agreement or any other Platform Agreement;
B. You have broken or attempted to break the law, or put Round One in a position where we might break the law;
C. You are using the Platform in a way that is harmful to Round One, other members, or the public, such as but not limited to instances where your use causes harm to our Platform or our reputation;
D. You have given us false information;
E. You have been abusive to anyone at Round One or another Round One member;
F. There is doubt as to the accuracy or completeness of any information or document submitted or provided by you;
G. Your use of the Platform creates concerns related to the Anti-Money laundering act or possible violation of Applicable Law;
H. You have committed acts, or events have occurred, that warrant termination and/or suspension of your membership under the Agreement; and/or
I. If we are required to do so under any law, regulation, or by a governmental or regulatory authority.
We may also terminate your Round One membership for other reasons or for no reason by providing at least two weeks’ notice beforehand.
11.3. Suspension. If you send us information that states or leads us to believe that you are no longer eligible to be a Round One member, we may suspend your Round One membership until we determine that you are again eligible to become a Round One member. The Suspension of your membership may also include the freezing or suspension of your right to access your funds that are in our possession and/or control.
11.4. Suspension of Campaign pending Investigation. If Round One deems it necessary, it may issue an order suspending a Campaign pending any investigation, whether commenced by Round One, a government agency and/or regulator, or law enforcement. The order shall state the grounds for taking such action, but such order of suspension, although binding upon the persons notified thereof, shall be deemed confidential, and shall not be published. Upon the issuance of the suspension order, no further offer or sale of such security shall be made until the same is lifted or set aside by. Otherwise, such a sale shall be void. The notice of the issuance of such order shall be given to the issuer and every broker who shall have notified RoundOne of an intention to sell such security.
11.5. Termination Upon Conclusion of Activities. If your membership is terminated, your access to the Platform may be terminated at such time as you no longer have any investments listed in the "Portfolio" section of the Platform nor any Campaign listed in the "Your Campaigns" section.
11.6. Termination for Malfeasance. There are circumstances in which we may terminate your access to the platform even if you still have investments listed in the "Portfolio" section or listed in the "Your Campaigns" section. These circumstances may include your using the platform in any way (1) that causes, or is likely to cause, the Website, any service, or access to it to be interrupted or damaged in any way, (2) for fraudulent purposes, or in connection with a criminal offense, (3) to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing, is otherwise injurious to third parties or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any spam or (4) to cause annoyance, inconvenience or needless anxiety or (5) which gives rise or may give rise to criminal or other liability on our part. If we terminate your access to the Platform pursuant to this clause and you still have an investment listed in the "Portfolio" section, we will follow the process set forth in the relevant Investment Agreement with respect to how that investment is handled. If we terminate your access to the Platform pursuant to this clause and you still have CF Campaigns in which investment has been completed listed in the "Your Campaigns" section, you will be replaced as the agent of the Issuer.
11.7. Consequences of Termination or Suspension. Upon termination of your access to the platform, this Agreement and other Platform Agreements shall terminate, and neither you nor we shall continue to be bound by its provisions other than those provisions that survive termination. If your Round One membership is terminated or is suspended, you will no longer be able to use the Platform or access its services. If you have created a Campaign that is still active at the time of such termination or suspension, it will be terminated in accordance with the Campaign Ts & Cs. Other effects may be provided in other Platform Agreements.
11.8. If, at the time of the termination of this Agreement, you still have a balance in your Account, this balance shall be returned to your nominated bank account, subject to the deduction of any fees, expenses, costs, and other charges you owe to us, if any.
11.9. Any fees, expenses, costs and other charges we have accrued incurred to the effective date of termination shall be paid by you.
12. Communications and Information 12.1. Information on the Platform. In addition to the information set forth in each Campaign, we may provide on the platform information about investing in or operating businesses generally or other matters that we believe may be relevant or of interest to you. We refer to this as "additional information". NONE OF THE ADDITIONAL INFORMATION, INCLUDING INFORMATION ABOUT HISTORICAL RETURNS AND CONTENT IN NEWSFEEDS OR IN ANY PORTION OF THE PLATFORM, CAN BE RELIED ON AS A GUARANTEE OR INDICATION OF ANY PARTICULAR RESULT, AND THE ADDITIONAL INFORMATION DOES NOT CONSTITUTE ANY FORM OF ADVICE, RECOMMENDATION OR ENDORSEMENT BY US. WE CANNOT ASSURE YOU THAT ANY ADDITIONAL INFORMATION IS COMPLETE, ACCURATE, UP-TO-DATE OR ERROR FREE, AND WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS, DAMAGES OR COSTS IF IT IS NOT. TO THE EXTENT THAT ANY ADDITIONAL INFORMATION CONSTITUTES LINKS TO OTHER WEBSITES OR THIRD-PARTY CONTACT DETAILS, WE TAKE NO RESPONSIBILITY FOR THE AVAILABILITY OR ACCURACY OF SUCH WEBSITES OR CONTACT DETAILS OR THE ACTS OF SUCH THIRD PARTIES.
12.2. Communications About Platform Activity. From time to time we may send you information about activity on the platform, including new Campaigns and the progress of existing ones. ANY MESSAGE WE SEND YOU ABOUT ACTIVITY ON THE PLATFORM DO NOT CONSTITUTE ADVICE OR A RECOMMENDATION TO INVEST. From time to time we may also send you information with respect to your membership, Campaigns or investments, our business, this Agreement or other matters that we reasonably believe are relevant to you. We will do our best to ensure that these emails are relatively infrequent, but we may send you such emails at our discretion.
13. Complaints 13.1. Complaints. If you have a complaint with respect to any aspect of the platform, you should report it to us immediately by sending an email, with the word "complaint" in the subject line, from the email address in which your Round One membership is registered to complaints@Round One.com.
14. Records 14.1. Period of Retention. In accordance with legal and regulatory requirements, we will retain the records relevant to your Round One membership and any activity you conducted on the Platform for a period required by the laws in the Philippines following the termination of your access to the platform. This period may be extended by force of law, regulatory requirement or by the mutual consent of you and us.
14.2. No Request for Deletion. You will only be able to request the destruction or deletion of any of the records relevant to your Round One membership unless we are required to destroy or delete them by force of law or other regulatory requirements.
14.3. Data and Data Protection. For more information about the records and personal information we keep and process about you and how we use your personal data please see our Privacy Statement, available at https://www.RoundOne.com/privacy_notice.
15. Conflict of Interest 15.1. We do our best to ensure that our interests do not conflict with yours, and we have deliberately designed our fee structure so that we primarily make money when you are profiting from an investment. Nevertheless, as a platform provider we are not your representative or agent, unless otherwise agreed, and you understand that by using the Platform, at times our interests may conflict with yours.
16. Our Ceasing to Trade 16.1. In the event that we cease to operate, any money in your account will be protected. We will notify you as soon as possible after we have taken a decision to cease to operate, and at that stage all active Campaigns will be terminated. Any amounts due to you will be returned to your nominated account without any interest and after deduction of any transaction fee(s) and/ or exchange rate loss.
17. Availability of the Website, Security and Accuracy 17.1. Whilst we endeavour to make the Website or of the Services available twenty-four (24) hours a day, we shall not be liable if for any reason any Service is unavailable for any time or for any period. WE MAKE NO WARRANTY THAT YOUR ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE. DUE TO THE NATURE OF THE INTERNET, THIS CANNOT BE GUARANTEED. IN ADDITION, WE MAY OCCASIONALLY NEED TO CARRY OUT REPAIRS, MAINTENANCE, OR INTRODUCE NEW FACILITIES AND FUNCTIONS.
17.2. Access to the Services may be suspended or withdrawn to or from you personally or all users temporarily or permanently at any time with or without notice. We may also impose restrictions on the length and manner of usage of any part of the Website for any reason. If we impose restrictions on you personally, you must not attempt to use the Website under any other name or user.
17.3. We do not warrant that the Website will be compatible with all hardware and software which you may use. We shall not be liable for losses or damage suffered by you that are attributable to (i) viruses or other code that may affect, any computer equipment, software, data or other property as a result of your access to or use of the Website or your obtaining any material from, or as a result of using the Website; and (ii) actions of third parties including other users of the Website unless such damage is materially attributable to our gross negligence or willful misconduct.
17.4. WHILST WE ENDEAVOUR TO ENSURE THAT INFORMATION AND MATERIALS ON THE WEBSITE ARE CORRECT, UNLESS OTHERWISE PROVIDED, NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IS GIVEN THAT THEY ARE COMPLETE, ACCURATE, UP-TO-DATE, FIT FOR A PARTICULAR PURPOSE. TO THE EXTENT PERMITTED BY LAW, WE DO NOT ACCEPT ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN SUCH INFORMATION. THIS SHALL NOT AFFECT ANY OBLIGATION WHICH WE MAY HAVE UNDER ANY CONTRACT THAT WE MAY HAVE WITH YOU, INCLUDING ANY OBLIGATION THAT WE MAY HAVE UNDER THAT CONTRACT TO PROVIDE YOU WITH ACCURATE INFORMATION, AND WHICH WE MAY DO THROUGH A SECURE PART OF THE WEBSITE AVAILABLE TO PEOPLE WHO USE THE APPROPRIATE PASSWORD AND HAS THE AUTHORITY TO ACCESS THOSE PIECES OF INFORMATION.
17.5. The material contained on the Website is provided for informational purposes only and it shall not give rise to any commitment or obligation by us. Any information on the Website shall not constitute any part of an offer or contract from and/or with us, unless otherwise explicitly stated.
18. Liability 18.1. Your Liability to Us. You shall be liable to us for any loss or damage suffered by us as a result of or in connection any breach of this Agreement or any other agreement that you enter into with us; any use of the Platform that is fraudulent or represents willful misconduct; or any act or omission by you.
18.2. Our Liability to You. We shall be liable to you for any loss or damage which you may suffer as a result of being a Member under this Platform or using the Platform to the extent that such loss or damage is materially attributable to our breach of this Agreement or was the direct result of fraud by us.
Round One shall not be liable to you for any partial performance or non-performance of our obligations by reason of any cause beyond our control, including but not limited to any breakdown or failure of transmission, communication or computer facilities and network providers, industrial action, and the failure of any relevant correspondent or other agent or principal of Round One, depository, dealer, exchange, clearing house or regulatory or self-regulatory organization for any reason to perform its obligation.
Under no circumstance shall Round One or any of its directors, stockholders, officers, affiliates, employees, representatives, contractors, or agents be held liable for any direct or indirect losses or damages:
a) for acts, omissions, or the failure to execute or perform any transaction which it is authorized to do or pursuant to any requests, instructions or orders by you;
b) we shall not be liable to you for any loss or damage in respect of any matter for which liability is expressly excluded under this or any other Platform Agreement;
c) arising out of or in connection with any error or inaccuracy in the data entered by you or another Round One member or any misrepresentation or willful misconduct or any other act of another Round One member;
d) for any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, lost or wasted management time or time of other employees, loss of reputation, depletion of goodwill, or loss, damage or corruption of data. You agree that any legal action against us is permitted only on an individual basis, and that you will not initiate or join any purported or actual class or consolidated actions against us.
Unless otherwise provided, our liability to you for any loss or damage arising in connection with your investment in a particular business shall be limited to no more than the aggregate amount of the fees we earned from you in the twelve months immediately preceding your claim.
18.3. Disclaimer. ROUND ONE DISCLAIMS ALL WARRANTIES PERTAINING TO SERVICES OFFERED BY THIRD PARTIES AND THIRD-PARTY WEBSITES WHICH MAY BE ACCESSIBLE THROUGH THE PLATFORM. SHOULD YOU CHOOSE TO TRANSACT WITH THIRD PARTIES, YOUR TRANSACTIONS WITH THEM SHALL BE GOVERNED BY THE THIRD PARTY’S TERMS AND CONDITIONS. YOU UNDERSTAND THAT ROUND ONE IS NOT A PARTY TO SAID TRANSACTIONS.
18.4. With the exception of the specific and explicit promises we make in the relevant portions of this Agreement or agreements to which you are a party, you need to be aware that:
18.4.1. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAWS, WE MAKE NO WARRANTY OR REPRESENTATION (EXPRESS OR IMPLIED) THAT: ANY PORTION OF THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT IT WILL BE OF SATISFACTORY QUALITY, THAT IT WILL BE FIT FOR A PARTICULAR PURPOSE, THAT IT WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES, THAT IT WILL BE COMPATIBLE WITH ALL SYSTEMS, THAT IT WILL BE SECURE, OR THAT ALL INFORMATION PROVIDED OR MADE AVAILABLE THROUGH THE SERVICES WILL BE ACCURATE.
18.4.2. WE MAKE NO GUARANTEE OF ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICES.
18.4.3. NO PART OF THE SERVICES IS INTENDED TO CONSTITUTE ADVICE, AND THE CONTENT OF THIS WEBSITE SHOULD NOT BE RELIED UPON WHEN MAKING ANY DECISIONS OR TAKING ANY ACTION OF ANY KIND.
18.4.4. THE PLATFORM AND THE WEBSITE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, AND WE GIVE NO WARRANTY THAT IT WILL BE FREE OF ERRORS, DEFECTS AND / OR FAULTS. YOU UNDERSTAND THAT NO SOFTWARE IS ERROR-FREE OR BUG-FREE.
18.4.5. WE ACCEPT NO LIABILITY FOR ANY DISRUPTION OR NON-AVAILABILITY OF THE SERVICES RESULTING FROM EXTERNAL CAUSES INCLUDING, BUT NOT LIMITED TO, INTERNET SERVICE PROVIDER (“ISP”) EQUIPMENT FAILURE, HOST EQUIPMENT FAILURE, COMMUNICATIONS NETWORK FAILURE, POWER FAILURE, HACKING, NATURAL EVENTS, ACTS OF WAR, OR LEGAL RESTRICTIONS AND CENSORSHIP.
18.5. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE ACCEPT NO LIABILITY FOR ANY DIRECT OR INDIRECT LOSS OR DAMAGE, FORESEEABLE OR OTHERWISE, INCLUDING ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR ANY INFORMATION CONTAINED IN IT, AND YOU USE THE WEBSITE AND ITS CONTENT AT YOUR OWN RISK. THIS IS NOT INTENDED TO EXCLUDE OR RESTRICT OUR LIABILITY FOR WILLFUL MISCONDUCT MATERIALLY ATTRIBUTABLE TO US.
19. Relationship to Other Agreements 19.1. In addition to these Terms, certain Services and functionalities may require you to agree to additional terms. Our Referral Fee Terms may also apply to you and everyone else who uses the Website if you act as a referrer. A Privacy Statement also sets out details of how your personal data will be used.
19.2. During the course of your use of the Services, you may choose to agree to be bound by certain other agreements: for example, if you wish to invest in a Campaign offered on the Round One platform, you will need to agree to the relevant Investment Agreement. We refer to all of these other agreements, and the services in the immediately preceding paragraph as the “Platform Agreements”, because rather than just governing your technical use of the Services, they set out the substantive terms that govern your relationship with us when you make use of our platform.
19.3. If it turns out that there is a conflict between the Terms and a Platform Agreement that you agree to, the Platform Agreement will take precedence.
20. Intellectual Property 20.1. You acknowledge and agree that all rights to the Website and all the contents displayed on the Website, including but not limited to, our logo, domain names, documents, images, clips, graphics, data, design, source code, software, and other information are our (or our licensors’) sole property or of the entities affiliated with us or parties with whom we have contracted.
20.2. You may print off one copy and may download extracts, of any page(s) from the Website for your personal reference and you may draw the attention of others within your organization to material posted on the Website.
20.3. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. You shall not remove or modify any marks or brands on the Website.
20.4. You must not use any part of the materials on the Website for commercial purposes and/or public circulation without obtaining a license to do so from us or our licensors.
20.5. If you print off, copy or download any part of the Website in breach of these Terms, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You are prohibited from creating a link to the Website in any other webpage without our prior written consent. Any consent we may give in relation to or in connection with the Website Content or Website may be withdrawn at any time without prior notice.
20.6. Should you provide any information or content through the Services, including the Website, (the “User-Submitted Content”), you grant to Round One a royalty-free, worldwide, perpetual and sublicensable license to display, reproduce, distribute, modify, prepare derivative works of, perform, and otherwise use and exploit all such User-Submitted Content in connection with the delivery of the Services, and the promotion and marketing of the same.
20.7. You warrant and represent that the User-Submitted Content are your original works or such works over which you have all the licenses, authorizations, permits, and clearances which are necessary in order to perfect the rights granted to Round One under these Terms. User-Submitted Content shall include, but not be limited to, text, graphics, logos, media files, and such other forms of content.
21. Links to Other Websites 21.1. The Website may frame or contain references or links to other websites. Unless we expressly say otherwise, these references and/or links are provided for your reference and convenience only and do not imply any review or endorsement of the material on these websites or any association with their operators. Round One cannot and does not guarantee or verify the contents of said websites, which may contain information that is inaccurate, incomplete, or outdated. Your access and use of such websites (and the websites to which they are linked to) are solely at your own risk. We disclaim liability for any and all forms of loss or damage arising out of the use of them.
22. Restricted Activities 22.1. You agree to use the Website and all Services responsibly and legally and not to use the Services for any purpose that is prohibited by the Terms. You are responsible for all of your activity in connection with the Website and Services. If we have a reasonable belief that you have violated any provision of these Terms, including any Platform Agreements that you have agreed to, we shall have the right to suspend, modify, or cancel your use of the Services without prior notice.
22.2. You are prohibited from taking any action in relation to your use of the Website and Services which:
22.2.1. infringes any patent, trademark, copyright, right of publicity or other such rights of any other person or entity or violates any law or contractual duty;
22.2.2. is false, misleading or inaccurate;
22.2.3. is obscene, offensive, or unlawful in any way;
22.2.4. constitutes spam, junk mail, or advertising which has not been authorized in writing by us;
22.2.5. results in software viruses, trojans, worms, logic bombs, or other material which is malicious or technologically harmful interfering with, damaging, or destroying the proper function of the Services; and/or impersonates any person or entity, including any employee or representative of Round One.
22.3. Additionally, you agree not to:
22.3.1. Take any action that imposes or may impose (as determined by Round One in its sole discretion) an unreasonable or disproportionately large load on Round One (or its third-party providers’) infrastructure;
22.3.2. Engage in any activity that interferes with or disrupts the Services or the servers and networks which are connected to the Services;
22.3.3. Access, or attempt to access, any of the Services by any means other than through the interface that is provided by Round One, unless you have been specifically allowed to do so in a separate agreement with Round One. You specifically agree not to access or attempt to access, any of the Services through any unauthorized automated means. You agree not to run any form of spam or auto-responder on the Services;
22.3.4. Engage in any action that may be in violation of applicable law and regulations including but not limited to, the Securities Regulation Code, Anti-Money Laundering Act, Cybercrime Prevention Act, and Data Privacy Act.
22.4. If you breach this provision, you may be committing a criminal offense. Round One will report any such breach to the relevant law enforcement authorities or government agencies and Round One will cooperate with those authorities by disclosing your identity to them.
22.5. Round One does not guarantee that any content will be made available on or through the Services. Round One has no obligation to monitor the Services or content.
22.6. You are responsible for configuring your information technology, security systems, and tools, computer programs and platform in order to access the Website. You should use your own virus protection software.
23. Disclaimers 23.1. If you choose to agree to the Terms, you will see that in these Terms – and in other Platform Agreements – we make certain promises to you about what parts of the Website and its content (“Content”) we are responsible for and what parts we are not. This means that, if you are a party to one of those agreements and something goes wrong with your use of the Website, you may be able to hold us responsible depending on the circumstances.
24. Confidentiality 24.1. Confidential Information. Each Party shall (a) treat as confidential all Confidential Information of the other Party, (b) not use such Confidential Information except as set forth in this Agreement, and (c) use best efforts not to disclose such Confidential Information to any third party. Without limiting the foregoing, each of the Parties shall use at least the same degree of care that it uses to prevent the disclosure of its own Confidential Information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other Party under this Agreement. Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party’s Confidential Information.
24.2. However, neither Party shall have liability to the other with regard to any Confidential Information of the other that the receiving Party can prove: (a) was generally publicly available; (b) was in the public domain at the time it was disclosed or has since entered the public domain through no fault of the receiving Party; (c) was known to the receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (d) is disclosed with the prior written approval of the disclosing Party; (e) was independently developed by the receiving Party without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; or (f) becomes known to the receiving Party, without restriction, from a source other than the disclosing Party without breach of Agreement by the receiving Party and otherwise not in violation of the disclosing Party’s rights
25. Indemnification You shall indemnify and hold harmless Round One (including its directors, officers, affiliates, employees, and personnel) from, any loss or expense Round One may sustain or incur as a consequence of (i) a breach by you of the Agreement; or (ii) a breach of applicable law and regulations.
You agree to pay us all costs including legal, on an indemnity basis, as may be incurred by us for the purpose of recovering any monies from you.
26. Severability We have made every effort to ensure that the Agreement adheres strictly to the relevant applicable laws. However, in the event that any of these provisions are found to be unlawful, invalid, or otherwise unenforceable, that provision is to be deemed severed from the relevant portion of the Agreement and shall not affect the validity and enforceability of the remaining provisions of the Agreement.
27. Assignment, Transfer, and Delegation 27.1. Assignment, Transfer, and Delegation By Us. Round One may assign, transfer or delegate any of our obligations or rights under this Agreement to any person, provided that we are satisfied that such person is competent to perform or exercise the obligations or rights so delegated. We may provide information about you and your activities on the platform to any person to whom we assign, transfer or delegate our obligations or rights.
27.2. Assignment, Transfer, and Delegation By You. Your Round One membership is personal to you, and therefore none of your rights or obligations in connection with your Round One membership or your activities on the platform can be assigned, transferred or delegated to any other person. This prohibition on assignment and delegation does not affect your right to make certain transfers as described in this Agreement and other agreements you enter with us. Any attempt to, transfer assign, or delegate any of your rights or obligations shall be null and void.
28. No Partnership or Agency This Agreement shall not constitute or be deemed a creation of a partnership, joint revenue, or principal and agent relationship between you and us. Except as expressly provided herein to the contrary, no term or provision hereof shall be construed in any way to grant, convey or create any rights or interests to or in any Person not a Party to this Agreement.
29. Entire Agreement Except otherwise provided in this Agreement, this Agreement supersedes any previous agreements, arrangements, or representations between the Parties, whether oral or written, in respect of the subject matter thereof and shall constitute the entire agreement between the Parties in respect of the subject matter hereof. This shall be without prejudice to other agreements which may be entered by you should you use other services of the platform, which shall be covered by other Platform Agreements. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall be admissible into evidence in any dispute or proceeding involving this Agreement.
30. Further Assurances You and we shall from time to time (both during the continuance of this Agreement and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.
31. Survival All sections of the Agreement (and any of the Platform Agreements) which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality, warranty and disclaimers, and limitations of liability.
32. Force Majeure Except for your obligations to pay us, neither Party shall be liable to the other Party for any failure or delay in performance caused by reasons beyond its reasonable control or if such delay or failure is caused, in whole or in part, by events, occurrences or forces beyond the reasonable control and without negligence or other faults of such party, including any Internet or electronic communication failures.
33. No Waiver The failure of any Party to enforce, and delay in exercising, any provision of this Terms, shall not be construed as a waiver of its rights to enforce such provision, or as a waiver of any continuing, succeeding breach of any such provision or other provision of this Agreement, nor in any way affect the validity of this Agreement or any part hereof. No single or partial exercise of any such right shall preclude any other or further exercise or such right or the exercise in any other right. The rights available to Round One under these Terms shall be cumulative
34. Revisions We are constantly changing and improving our Website and/or Services. As a result, it may be necessary that we may update and add or remove certain functionalities or features in the Website and Services and reflect changes in the law or changes to our services. If we update these Terms, we will post a new version on the Website, and (to the extent permissible under law) as soon as you use the Website after they are posted, you will be deemed to have agreed to the updated version, but you will still be bound by the terms of any previous versions to which you have agreed or been deemed to agree. If there is a conflict between two versions of the Terms of Service to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.
35. Communications 35.1. If you wish to communicate with us about anything related to these Terms, you may do so by sending an email to support@Round One.com. Please note we only respond to questions about these Terms and any technical issues with the use of the Website, and that if you have any other questions about the Website you should email the appropriate address set out in the “Contact Us” section of the Website.
35.2. Any notice and confirmation from us to you in respect of this Agreement, your Round One membership or your activities on the Platform shall be given through electronic means, either by email, social media messages, instant messages or other electronic media messages.
35.3. You agree to receive educational materials on crowdfunding, notices, confirmations, and all other notifications or communications from RoundOne through electronic means.
35.4. Notices given pursuant to this clause through the platform or by email shall be deemed to have been duly received on the same day that said notice has been sent.
35.5. All notices given under this Agreement shall be in the English language.
36. Choice of Law These Terms of Service, and the relationship between you and Round One created by it, shall be governed by and construed in accordance with the laws of the Philippines without regard to its conflict of laws provisions.
37. Jurisdiction and Dispute Claims In case of a claim or dispute initiated by us,you agree to submit to the exclusive jurisdiction of the courts of Manila City.
In the event of a claim or dispute, you agree to observe good faith and exert best efforts towards an amicable resolution of any claim or dispute.
Any claim/dispute initiated by you that is not resolved amicably 3 (three) months after the initiation of the claim or dispute shall be finally resolved by arbitration in accordance with the rules of the Philippine Dispute Resolution Center (PDRCI). The place of arbitration shall be the City of Taguig, Metro Manila, Philippines, or another city in the Philippines if the parties so agree. Unless the parties agree to arbitration by a sole arbitrator, the dispute shall be resolved by three (3) arbitrators.
38. About Us. Corporate Form and Office. Round One is a Crowdfunding Platform managed by Eastern Securities Development Corporation or ESDC, a licensed broker-dealer with a business address at Rm. 1701, Tytana Building, Oriente St. Binondo, Manila. Round One is registered, authorized, and regulated by the Securities and Exchange Commission.