Please scroll down to read the entire agreement and accept the terms.
Please read these terms carefully before ordering or using any RoundHere product. Any dispute between you and us must be resolved by individual binding arbitration. Please read the arbitration provision in these terms as it affects your rights under this contract. By using any RoundHere product, you subject yourselve to the laws, jurisdiction, and venue of State of Tennessee, County of Knox. Nothing in these terms is intended to affect your rights under the law in Tennessee. If there is a conflict between those rights and these terms, your rights under applicable Tennessee law will prevail.
1. Agreement between You and Us
This is a binding agreement between you and GOODPOINT, INC a Tennessee corporation located at P.O. BOX 6675, OAK RIDGE, TENNESSEE and the organization you represent, its agents, employees, subsidiaries, franchisees, licensees and assigns (hereinafter referred to as “CLIENT”). You must read and agree to these terms before using THE PRODUCT. If CLIENT does not agree, CLIENT may not use THE PRODUCT. These terms describe the limited basis on which THE PRODUCT is available and supersedes prior agreements or arrangements.Supplemental terms and conditions may apply to some versions, variations, customizations, reproductions, or variances of THE PRODUCT, such as terms and conditions for a service or other product, or terms that may accompany certain content accessible through the GOODPOINT, INC or an affiliated website. Supplemental terms and conditions will be disclosed to CLIENT in connection with such service, product, or activity. Any supplemental terms and conditions are in addition to these terms and, in the event of a conflict, prevail over these terms.
We may amend these terms. Any such amendment will be effective thirty (30) days following either our dispatch of a notice to CLIENT or our posting of the amendment on the RoundHere.info website. If CLIENT does not agree to any change to these terms, CLIENT must discontinue using THE PRODUCT. Our customer service representatives are not authorized to modify any provision of these terms, either verbally or in writing.
The only contract price shall be the amount indicated in this agreement. This amount may vary from published or printed prices or previous verbal quotes.
We may immediately terminate this contract with respect to CLIENT, its licensees, franchisees, agents or assigns (including access to THE PRODUCT if CLIENT fails to comply with any provision of these terms. Immediate termination does not serve as restitution for our damages or the only legal remedy that we may elect to pursue under law.
2. The PRODUCT
THE PRODUCT is for CLIENT’s exclusive, noncommercial use and is intended for informational purposes only of CLIENT’s customers, guides, employees, agents, licensees, and franchisees. It does not constitute endorsement of CLIENT.
THE PRODUCT is our copyrighted property or the copyrighted property of our licensors or licensees and all trademarks, service marks, trade names, trade dress and other intellectual property rights in THE PRODUCT are owned by us or our licensors or licensees. Except as we specifically agree in writing, no element of THE PRODUCT may be used or exploited in any way other than as part of the informational purposes offered to your guests and clients. CLIENT may own the physical media on which elements of THE PRODUCT are delivered to CLIENT, but we retain full and complete ownership of THE PRODUCT. We do not transfer title to any portion of THE PRODUCT to CLIENT. We EXPRESSLY GRANT CLIENT THE RIGHT to make marks on the physical media using writing instrument for the express purpose of providing guidance to a location or indicating specific location(s) on the physical media.
We grant CLIENT a limited, non-exclusive, non-sublicensable, non-transferable license to access and use THE PRODUCT and/or other materials owned or licensed by us, for CLIENT’s exclusive, noncommercial use only.
CLIENT may not circumvent or disable any content protection system or digital rights management technology used with THE PRODUCT; decompile, reverse engineer, reproduce, modify, or alter THE PRODUCT, remove identification, copyright or other proprietary notices, or access or use THE PRODUCT in an unlawful or unauthorized manner or in a manner that suggests an association with our products, services or brands. CLIENT may not access or use THE PRODUCT in violation of United States export control and economic sanctions requirements. By acquiring content through THE PRODUCT, CLIENT represents and warrants that CLIENT and its employees and agents access to and use of the content will comply with those requirements.
Disclaimers and Limitation on Liability
THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY SET OUT IN THESE TERMS. INCLUDING, BUT NOT LIMITED TO, NAMES, LANDMARKS, LEGENDS, DISTANCES OR NOMENCLATURES ON THE PRODUCT.
WE SHALL NOT BE LIABLE TO CLIENT FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, CLIENT DISAPPROVAL, OR PROPERTY DAMAGE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL WE BE HELD LIABLE FOR DELAY OR FAILURE IN ACCURACY OR DEPICTION OF INFORMATION RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. IN NO EVENT SHALL OUR TOTAL LIABILITY TO CLIENT FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE HUNDRED U.S. DOLLARS (US $100.00).
THESE DISCLAIMERS AND LIMITATIONS DO NOT AFFECT YOUR RIGHTS AS A CONSUMER OR PURPORT TO LIMIT LIABILITY THAT CANNOT BE EXCLUDED UNDER THE LAW IN TENNESSEE.
Changes to THE PRODUCT
The information depicted and contained on THE PRODUCT could change over time. Even during the time period between proof approval and receipt of THE PRODUCT, GOODPOINT, INC shall not be liable for any changes that occur after proof approval.
If CLIENT provides reasonable notice of desired changes to content, we will incorporate changes in successive Product editions.
Additional Restrictions on Use of THE PRODUCT:
Except as described above, we do not allow uses of THE PRODUCT that are commercial or business-related, or that advertise or offer to sell products or services (whether or not for profit), or that solicit others (including solicitations for contributions or donations). CLIENT agrees not to knowingly, recklessly, or negligently copy, reproduce, alter modify, tamper with, impair or damage THE PRODUCT, or interfere with any person or entity’s use or enjoyment of any THE PRODUCT. CLIENT agrees not to use any software or device that allows duplication, digital conversion, or reproduction of THE PRODUCT. Additionally, you agree not to access, monitor or copy, or permit another person or entity to access, copy, alter, modify, reproduce, duplicate or digitally convert any element of THE PRODUCT.
3. Paid Transactions
Identity of Seller
Sales are made by GOODPOINT, INC or the seller identified at the time of sale, if different. If CLIENT has questions about its order, please contact the seller at the address provided and they will assist CLIENT.
The Order Process
CLIENT will have the opportunity to review and confirm its order, including delivery address (if applicable), payment method and product details, including a proof of THE PRODUCT. A proof will be submitted to the CLIENT for their final inspection and signed approval. Upon receipt of the CLIENT approved proof, we warrant that the content of the printed product will not differ from that of the proof. No refund will be made as the result of error(s) found in the printed product that were present in the approved proof. Corrected prints cost the same as new prints. We will send to CLIENT a notice when we accept the order and our acceptance will be deemed complete and for all purposes to have been effectively communicated to CLIENT at the time we send the notice. At such time, the contract for sale will be made and become binding on both CLIENT and us. The risk of loss, in any goods CLIENT purchases and the responsibility to insure the goods, passes to CLIENT when the relevant goods are delivered.
We reserve the right to refuse or cancel any order prior to delivery. Some situations that may result in CLIENT’s order being cancelled include system or typographical errors, inaccuracies in product or pricing information or product availability, fairness among customers where supplies are limited, or problems identified by our credit or fraud departments. We also may require additional verification or information before accepting an order. We will contact CLIENT if any portion of the order is cancelled by us or if additional information is required for us to accept the order. If the order is cancelled after we have processed the payment but prior to delivery, we will refund your payment within 15 days of cancellation of the order.
Payments and Billing
When CLIENT provides payment information, CLIENT represents and warrants that the information is accurate, that CLIENT is authorized to use the payment method provided, and that you will notify us of changes to the payment information. We reserve the right to utilize third party credit card updating services to obtain current expiration dates on credit cards.
Terms: 25% non-refundable deposit within 14 days of order placement. Net due upon receipt of Product.
Right of Cancellation
If you wish to cancel, you must do so via email to CONTACT@ROUNDHERE.INFO, within three (3) business days of execution of contract. In the event of cancellation, a 25% cancellation fee for research and other expenses already incurred, shall be paid by the CLIENT. Cancellation fee is 50% after first proofreading draft is submitted to CLIENT. Cancellation fee is 75% after final draft is submitted to CLIENT. A 100% cancellation fee is due once the PRODUCT is printed, whether delivered to the client or not.
By consenting to delivery, CLIENT acknowledges that CLIENT has lost the right to cancel and the purchase price is non-refundable. CLIENT has the right, within five (5) days from the date of CLIENT’s receipt of physical goods, to report any discrepancy of manufacturing error or product defect differing between the CLIENT’s approved proof and the received final Product. This right does not apply to goods stated by us on THE PRODUCT to be non-returnable.
Please note that each Product is custom-designed for the Client and the rights of cancellation and return do not apply to such personalized goods. Cancellations and changes to personalized goods cannot be made once CLIENT has submitted its order and personalized items cannot be returned unless there is a manufacturing error or product defect. We reserve the right to refuse personalized orders at our discretion. Inappropriate use of our personalization service will cause CLIENT’s order to be cancelled and any payment refunded.
We may revise the pricing for products and services we offer. When CLIENT places its order, we estimate the tax and include that estimate in the total for convenience. The actual tax amount that will be applied to the order and charged to the payment method is based on calculations on the date of shipment, regardless of when the order was placed.
International Shipping; Customs
When ordering goods for delivery to countries other than the country where the seller is located, CLIENT may have to pay import duties and taxes levied. These and any additional charges for customs clearance must be borne by CLIENT. For goods shipped internationally, please note that any manufacturer warranty may not be valid; manufacturer service options may not be available; manuals, instructions and safety warnings may not be in destination country languages; the goods and accompanying materials may not be designed in accordance with destination country standards, specifications, and labeling requirements. CLIENT is responsible for assuring the goods can be lawfully imported to the destination country. When ordering from us, the recipient is the importer of record and must comply with all laws and regulations of the destination country.
4. Additional Provisions, Submissions, and Unsolicited Ideas Policies
Our long-standing company policy does not allow us to accept or consider unsolicited creative ideas, suggestions or materials. In connection with anything CLIENT submits to us – whether or not solicited by us – CLIENT agrees that creative ideas, suggestions or other materials CLIENT submits is not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between CLIENT and us in any way, and that CLIENT has no expectation of review, compensation or consideration of any type.
Violation of this Agreement
If the terms of this agreement or any subsequent modification of this agreement are violated by CLIENT, its staff, employees, agents, customers, clients, franchisees, licensees, or assigns, GOODPOINT, INC and CLIENT agree that proving damages could be difficult at best and agree to the following liquidate damages as a form of monetary compensation, but shall not serve as the only remedy, available to or will be sought by GOODPOINT, INC: unauthorized reproduction, duplication, enlargement, reduction, or digital conversion of THE PRODUCT shall be $20 per occurrence of physical media and $15,000 per occurrence of digital conversion or digital transmission; violation of registered trademark or copyright shall be attorney’s fee, $150,000 in compensatory damages and $350,000 in punitive damages.
Binding Arbitration and Class Action Waiver
CLIENT and GOODPOINT INC agree to arbitrate all disputes between CLIENT and GOODPOINT, INC or its affiliates, except disputes relating to the enforcement of GOODPOINT, INC or its affiliates’ intellectual property rights. “Dispute” includes any dispute, action or other controversy between CLIENT and us concerning THE PRODUCT or these terms, whether in contract, tort, warranty, statute or regulation, or other legal or equitable basis. CLIENT and GOODPOINT, INC empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these terms or formation of this contract, including the arbitrability of any dispute and any claim that all or any part of these terms are void or voidable.
In the event of a dispute, CLIENT or GOODPOINT, INC must send to the other party a notice of dispute, which is a written statement that sets forth the name, address and contact information of the party giving the notice, the facts giving rise to the dispute and the relief requested. CLIENT must send any notice of dispute to GOODPOINT, INC, PO BOX 6675, Oak Ridge, Tennessee 37831, Attention: Legal/Arbitration Notice. We will send any notice of dispute to CLIENT at the contact information we have for CLIENT. CLIENT and GOODPOINT, INC will attempt to resolve a dispute through informal negotiation within thirty (30) days from the date the notice of dispute is sent. After thirty (30) days, CLIENT or we may commence arbitration. CLIENT or us may also litigate a dispute in small claims court if the dispute meets the requirements to be heard in small claims court, whether or not CLIENT negotiated informally first.
If CLIENT and GOODPOINT, INC do not resolve a dispute by informal negotiation or in small claims court, the dispute shall be settled by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer Related Disputes. For more information, visit www.adr.org or, in the United States, call 800-778-7879. Arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.
Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, the losing party will pay all filing, AAA, and arbitrator’s fees and expenses. If the arbitrator issues the prevailing party an award that is greater than the value of the last written settlement offer made before an arbitrator was selected (or if we did not make a settlement offer before an arbitrator was selected), then the losing party will pay the prevailing party the amount of the award or US $100, whichever is greater, and pay your attorney, if any, the amount of attorneys’ fees, and reimburse any expenses (including expert witness fees and costs) that the prevailing party reasonably accrue for investigating, preparing and pursuing the prevailing party’s claim in arbitration.
Arbitration will take place at any reasonable location located in Anderson County or Knox County, Tennessee. CLIENT and GOODPOINT, INC agree to submit to the personal jurisdiction of the federal or state courts located there, in order to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither CLIENT nor GOODPOINT, INC will seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration.
Choice of Forum
You agree that any action at law or in equity arising out of or relating to these terms or THE PRODUCT that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in the County of Knox, State of Tennessee, United States of America and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.
Choice of Law
These terms are governed by and construed in accordance with the laws of the State of Tennessee and the laws of the United States, without giving effect to any conflict of law principles.
If any provision of these terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
The provisions of these terms which by their nature should survive the termination of these terms shall survive such termination.
No waiver of any provision of these terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision.