1. Summary of Service. “The Company” Startup Rounds was formed to provide a “service” by means of an online platform for organizations to run competitions and events as a way to crowd source ideas, or for startups and growing companies to participate in such competitions and events. StartupRounds allows others to host contests, competitions, challenges, and online events that involve voting, judging, mentoring, or crowdfunding, which may or may not involve social media integration, as well as conducting any other lawful business permitted as a limited liability company and may carry on any lawful business, purpose or activity for which limited liability companies may be organized under the Massachusetts Limited Liability Company Act (the “Act”). The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.

2. Contest and Commerce. Startup Rounds is a platform where users participate in contests, competitions, challenges or events to receive votes, grades, prizes, feedback, or rewards from sponsors. If you enter into a contract with a user, or a backer (what should we change backer to?) this is a contract between you and the user or backer and StartupRounds is not a party to that contract. All dealings are strictly between Platform Users (“Users”), and Startup Rounds is not liable for any damages or loss incurred related to rewards or any other use of the Service. StartupRounds is under no obligation to become involved in disputes between any Users, or between Users and any third party arising in connection with the use of the Service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties, or representations associated with the sale of goods and services on the Site StartupRounds does not oversee the performance or punctuality of commerce between Users. The Company does not endorse any User Submissions. You release StartupRounds, its officers, employees, agents, and successors in rights from claims, damages, and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and any rewards or claims to rewards.

3. Rules and Conduct. As condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use or law. You are responsible for all of your activity in connection with the Service. You shall not, and shall not permit any third party using your account to, take any action, or submit content, that:

infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract;
you know is false, misleading, or inaccurate;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another’s privacy;
constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of the Company or any third party;
is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; or
impersonates any person or entity, including any employee or representative of the Company.
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company’s or its third-party providers’ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Mail List, Listserv, or any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the site.

You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of nay part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.

4. Use License. StartupRounds.com and its affiliates (the “Company”) may grant you permission to view this web site and to print individual pages from this web site for your own personal, noncommercial use, provided that you agree to and accept without modification the notices, terms and conditions set forth in these Terms of Use. You may not modify, copy (except as otherwise noted herein), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any products or services from this web site.

In addition, as a condition of your use of this web site, you represent andwarrant to the Company that you will not use this web site for any purpose that is unlawful, immoral or prohibited by these terms, conditions and notices.

5. Copyrights. This web site and its contents are the copyrighted property of The Company. Nothing on this site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any copyrighted property displayed on the web site, without the prior written permission of the copyright owner. The Company aggressively enforces its intellectual property rights to the fullest extent of the law.

6. Trademarks. The trademarks, service marks and logos (the “Trademarks”) used and displayed on this web site are the registered Trademarks of the Company and others. Nothing on this site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the web site, without the prior written permission of the Trademark owner. The name of the Company, the Company logo or the other Company formatives may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this site, without prior, written permission from the Company. The Company prohibits use of its Trademarks as part of a link to or from any site unless establishment of such a link is approved in advance by an authorized representative of the Company in writing. Fair use of the Company’s Trademarks requires proper acknowledgment. Other product and company names mentioned in this web site may be the Trademarks of their respective owners.

7. Links to Third Party Sites. The Company does not maintain, is not responsible for the content of, and does not endorse, any of the web sites linked to the Company web site. Access or connection to these linked web sites is at your own risk. The content, accuracy and reliability of, and the opinions expressed and other links provided in, these non-Company web sites are not investigated, verified, monitored or endorsed by the Company, and the Company disclaims any warranty, express or implied, with respect to the contents of such web sites.

8. Disclaimer. YOUR USE AND BROWSING IN THE WEB SITE ARE AT YOUR OWN RISK. EVERYTHING ON THIS WEB SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THIS SITE. YOUR USE OF THIS WEB SITE IS AT YOUR OWN RISK. IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEB SITE, THE CONTENTS IN THIS WEB SITE, THE DELAY OR INABILITY TO USE THIS SITE OR OTHERWISE ARISING IN CONNECTION WITH THIS WEB SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

9. Indemnification. EACH PARTY AGREES TO INDEMNIFY AND HOLD THE OTHER PARTY, ITS AFFILIATES, REPRESENTATIVES, OFFICERS AND/OR AGENTS HARMLESS FROM, ANY CLAIMS ARISING FROM ANY VIOLATION OF THESE TERMS OF USE OR INFRINGEMENT BY THE INDEMNIFYING PARTY RIGHTS OF ANY INTELLECTUAL PROPERTY OF ANY THIRD PARTY.

10. Posting Information. Portions of this web site may provide users an opportunity to post and exchange information, ideas and opinions (“Postings”). PLEASE BE ADVISED THAT THE COMPANY DOES NOT SCREEN, EDIT, OR REVIEW POSTINGS PRIOR TO THEIR APPEARANCE ON THIS SITE, and Postings do not necessarily reflect the view of the Company. In no event shall the Company assume or have any responsibility or any liability for the Postings or for any claims, damages or losses resulting from their use and/or appearance on this web site.

The Company reserves the right to monitor all Postings and to remove any which it considers in its absolute discretion to be unlawful, offensive or otherwise in breach of these terms and conditions.

11. Submissions. Any communication or material you transmit to the web site by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like (collectively, “Submissions”) is, and will be treated as, non-confidential and nonproprietary.

12. Copyright Abuse & Notice. The Company will remove Postings and Submissions that violate copyright law. The Company may also suspend access to all or a part of the web site to any user who uses the web site in violation of copyright law. Pursuant to federal law, the Company has implemented procedures for receiving written notification of claimed copyright infringement. If you believe your work has been used in a way that constitutes copyright infringement, then you must send the Company’s designated copyright agent written notification of claimed infringement in compliance with the Digital Millennium Copyright Act (“DMCA”), 17 USC Section 512 et seq. Please note that you will be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that a work or material is infringing your copyrights. If you are not sure whether material available online infringes your copyright, the Company suggests that you first contact an attorney prior to sending us a takedown notice.

To provide adequate notice under this provision:

Provide the Company with the information set forth below in a written communication via fax or regular mail. Do not provide written notice via electronic mail unless you receive prior, written authorization from us. All information must be provided in sufficient detail to allow us to properly investigate your claim.
Identify the copyrighted work you belief has been infringed.
Identify the material you claim is infringing upon your copyright.
Provide information reasonably sufficient for us to contact you, including your name, address, phone number and e-mail, if possible.
Provide information, if possible, sufficient to enable us to notify the person or entity who is infringing on your copyrights, including name, address, phone number and e-mail, if possible.
Include the following statement in your written notice: “I have a good faith belief that use of the copyrighted materials described herein as allegedly infringing is not authorized by the copyright owner, its agent, or the law.”
Include the following statement in your written notice: “I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
Sign the written notice.
Send the written communication to the Company’s designated agent, identified below, at the following address:
StartupRounds LLC
Attn: John O. Mancini, Esq.
Kelly & Mancini, PC
128 Dorrance Street, Suite 300
Providence, RI 02903
If your content has been removed under this section and you believe it was done in error or bad faith, you may provide the Company’s designated agent, identified above, with counter notice, so long as it meets all of the requirements set forth in 17 U.S.C. § 512(g)(3).
13. Products and Services Availability. This web site can be accessed from countries around the world and may contain references to the Company services, programs, and products that have not been announced or are not available in such country. These references do not imply that the Company intends to announce or make available such services, programs, or products in such country.

14. U.S. Government Restricted Rights. Any software which is downloaded from this web site for or on behalf of the United States of America, its agencies and/or instrumentalities, is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable.

15. General. This web site resides on a server in United States. You agree that these Terms of Use and your use of this web site are governed by the laws of the United States, without regards to its rules regarding conflicts of law. You hereby consent to the exclusive jurisdiction and venue of the courts, tribunals, agencies and other dispute resolution organizations in Boston, Massachusetts, United States in all disputes (a) arising out of, relating to, or concerning this web site and/or these Terms of Use, (b) in which this web site and/or these Terms of Use are an issue or a material fact, or (c) in which this web site and/or these Terms of Use are referenced in a paper filed in a court, tribunal, agency or other dispute resolution organization. The Company has endeavored to comply with all legal requirements known to it in creating and maintaining this web site, but makes no representation that contents on this web site are appropriate or available for use in any particular jurisdiction. If part of these Terms of Use is invalid or unenforceable under applicable law, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall govern such use

Any claim, dispute or controversy arising out of, relating to or concerning this web site and/or these Terms of Use may be decided by binding arbitration in accordance with the Rules of the American Arbitration Association and any such arbitration proceedings shall be brought and held in Boston, Massachusetts. The decisions of the arbitrators shall be binding and conclusive upon all parties involved and judgment upon any award of the arbitrators may be entered by any court having competent jurisdiction. This provision shall be specifically enforceable in any court of competent jurisdiction.

16. Changes. You agree that the Company may at any time and without notice change these Terms of Use, as well as the content of the web site. You will receive notice of any material changes that affect your use of the Services.

17. Relationship. You agree that no joint venture, partnership, employment or agency relationship exists between you and the Company solely as a result of your use of this web site.

18. Entire Agreement. These Terms of Use constitute the entire agreement between you and the Company with respect to this web site. Such agreements supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Company with respect to this web site. Any alleged waiver of any breach of these Terms of Use shall not be deemed to be a waiver of any future breach. A printed version of these Terms of Use and/or of any notice given by the Company in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use or your use of this web site to the same extent and subject to the same conditions as other business documents and records originally generated and maintained by the Company in printed form.

19. Privilege and Confidentiality. By use of this website, both parties hereby agree and acknowledge that the information and documents to include all content reports and statements of this website is information that is not generally available to the public and considered highly sensitive and confidential (the information collectively hereinafter referred to as “Confidential Information”).

That without the other party’s Company’s prior written consent neither party will disclose or disseminate any Confidential Information, whether oral or written, to any person or entity other than those of the party’s employees who have a need to know such information for purposes of fulfilling the obligations of this Agreement.

That neither party’s employees, agents or any other persons or entities who may obtain access to the Confidential Information through you will at any time use any Confidential Information for any purpose other than for use of this website;

That both parties will undertake all necessary and appropriate measures to ensure the secrecy and confidentiality of the Confidential Information, and at any time upon the party’s request, each party will return all written information, documentation, summaries and all copies thereof to the other party or, if so requested by the party, will cause the same to be destroyed;

In the event either party may breach any agreement or covenant contained herein, or in the event that such a breach appears imminent, the party shall be entitled to all legal and equitable remedies available including, without limitation, the right to enjoin the other party from misappropriating or disclosing such information and documentation and any or all other forms of relief and, in addition, shall have the right to recover from the other party all costs and attorneys’ fees encountered in seeking any such remedy when ordered by a court of competent jurisdiction. All Courts of the Commonwealth of Massachusetts shall have jurisdiction to enforce and to interpret and arbitrate any issues or matters arising under or relating to this provision.