1. Terms to be legally binding

Each party represents and warrants that (i) these Terms are valid, binding and enforceable against it, and (ii) it will fulfil its obligations under these Terms in accordance with all applicable laws.

2. Description of Application Services

RUA provides a service that allows you to purchase virtual currencies through our ROUNDABLE application by rounding up your daily transactions to the nearest dollar value (or more if you choose) on a regular monthly basis. Our App will allow users to purchase virtual currencies that we offer on ROUNDABLE from us via two payment methods.

No matter which method is chosen, the user will need to sign up to our App using a pre-existing digital wallet, complete our KYC processes and nominate a virtual currency they wish to buy. All users will also need to link their bank accounts to our banking partner so we can obtain banking data about their daily transactions.

We collect transactional data from a user’s bank account. This information is collated to ‘round up’ the user’s transactions and calculate an amount to be spent on the purchase of virtual currency. The rationale for this transaction type is that data on a daily transaction, such as a cup of coffee, is rounded up to a dollar value (selected by the user) and the total withdrawn from the user’s bank account is an aggregate amount based on the sum of small increments, which is intended to allow the user to slowly build their virtual currency assets over time.

There are two different payment methods available for our users to select. PAYMENT METHOD 1 is via a credit card transaction. PAYMENT METHOD 2 is via a direct debit arrangement.

3. Changes to Services

We may change or discontinue any or all of the Services or change or remove functionality of any or all of the Services from time to time. We will notify you of any material change to or discontinuation of the Services. You will be notified of any material changes to the Service at least 40 days in advance of such change. For any discontinuation of or material change to a Service, we will use commercially reasonable efforts to continue supporting the previous version of the Service for three months after the change or discontinuation (except if doing so (i) would pose a security or intellectual property issue, (ii) is economically or technically burdensome, or (iii) would cause us to violate the law or requests of governmental entities).

We will, at our discretion, select certain virtual assets to be available on our application, and these may change from time to time. We assume no responsibility or liability in connection with any attempt by you to use your account to store, buy, sell, send or receive virtual assets in any form that is not, or no longer, on our application.

4. Your Interactions and Restrictions

RUA may use any data, information or materials collected or received from you through interactions with our Services, in accordance with these Terms and the Privacy Policy (refer to ‘Privacy’ section below for more information). You are responsible for establishing your own policies (if any) with your relevant third parties as to what information is appropriate to share as part of the Services. Furthermore, you are also responsible for the content for the information you provide and, if applicable, ensuring that you follow all legal requirements in your jurisdiction. You will not (and will not allow anyone else) to (i) rent, lease, copy, disclose, provide access to or sublicense the Services; (ii) use Services for the benefit of, or to provide any service to, a third party (unless agreed with RUA); (iii) publicly disseminate information regarding the performance of the Services.

You acknowledge that we will process your transactions through the Application in accordance with your instructions, and you should carefully verify all instructions before placing any orders. If there is an error in those instructions, then that is your risk and we do not accept any responsibility or liability. All transactions are subject to limits displayed on our Platform (and which limits may change from time to time in our sole discretion). Features, including payment options, on our Platform may be added or removed by us from time to time in our sole discretion.

You acknowledge and understand that there may be small discrepancies between amounts displayed on the Platform and actual amounts held or transacted, mostly related to market movements and rounding.

If an instruction is in any way related to conduct which is not permitted by law or under these Terms, we reserve the right to refund any fiat received by you, which may, at our discretion, be at the market rate at the time of processing the relevant refund. You may also be charged a refund fee and you may need to wear the loss associated with currency conversion at the time of refund.

If you have received any virtual currency in error, including if you have failed to pay for your virtual currency, we may take reasonable action, including restricting access, deducting the virtual currency from your User Account, offsetting this against any payment you make to us or debt recovery action to recover the virtual currency or fee from you. We will notify you if such an issue has occurred. Additionally, we reserve the right to take all reasonable action to recover any virtual currency acquired by you as a result of fraudulent, unauthorised or illegal behaviour including legal action.

5. Ownership

As between the parties, RUA owns all right, title and interest in and to the Services and anonymous/aggregate data, feedback, and any and all patents, copyright, designs, contents, trademarks, trade secrets and other intellectual property rights related to the foregoing. No part of the Services may be distributed or copied for any commercial purpose, and you are not permitted for any purpose to incorporate the contents of the Services or any part of it in any other work or publication (whether in hard copy, electronic or any other form) without our prior written consent. You may print or download extracts from the Services only for your own non-commercial use. Further, you may not copy, use, remove or alter any trademarks or logos that appear on the Services.

6. Privacy

Information collected through the Services may include your personal information, including details about your identity and bank account. It is your sole responsibility to ensure that any information you provide us is accurate, complete and error free. We are under no obligation to confirm or validate the information that you provide to us in connection with the Services. In providing any information to us, whether in relation to you or a third party, you warrant that you have appropriate authorisation to disclose such information for the purposes it will be used for by us.

Please see the terms of our

7. Advertising

The contents of the Services may include links to third party materials. We will not be responsible for the contents of any linked sites or be liable for any direct or indirect loss or damage suffered by you from accessing, using, relying on or trading with third parties. The linked sites are provided to you only as a convenience, and the inclusion of any linked site does not imply any endorsement of it by us or any association with its operators.

Any dealings with any advertiser appearing on the Services are solely between you and the advertiser or other third party. We are not responsible or liable for any part of any such dealings or promotions.

8. Your responsibilities

You are responsible for ensuring you have sufficient internet access and have installed hardware and software systems necessary for your use of the Services, and the security thereof. From time to time, you are responsible for installing any updates or patches for continued use of our Services. You are further responsible for installing antivirus or other mobile security software to protect against any security or other vulnerabilities which may arise in connection with your use of our Services.

You are responsible for the security of your digital wallet, including ensuring you have the correct address for your wallet. You also acknowledge that the transfer made to an incorrect address, or an unsupported wallet, will result in the irreversible loss of a digital asset, and we bear no liability for such loss.

RUA is not responsible for providing any support, advice or communication regarding your virtual asset once it has been received by you. This includes, for example, communication about hard forks, mainnet swaps, network changes and airdrops. We will, of course, let you know about any changes to our Platform and/or Services.

9. Changes to content

Occasionally we may need to update or change the Services, including content (for example to add or remove features or to resolve software bugs). RUA retains the right to make these changes to the Services.

10. Pre-release versions

Pre-released content that is accessed by the Services is also governed by this Agreement to the extent that it is applicable.

11. Third-Party Tools

You acknowledge and agree that the Services utilise certain third-party tools and other services in connection with the Services (including audio-visual technologies) (“third party tools”). While your data provided to RUA through third party tools remains subject to these Terms, use of third-party tools themselves is subject to the terms and conditions of their providers. RUA is not responsible for the operation of or any changes to the third-party tools or the acts or omissions of their providers.

12. Feedback

From time to time, you may provide feedback regarding the Services. RUA will own all rights in such feedback, and you waive any rights you may have to such feedback.

13. Account

Except to the extent caused by our breach of this Agreement, you are responsible for all activities that occur under your Account, regardless of whether the activities are authorised by you or undertaken by you, your employees or a third party. We and our affiliates are not responsible for unauthorised access to your Account. You will ensure that your use of the Services does not violate any applicable law. You are solely responsible for your use of the Services.

You agree to:

• (a) provide complete and accurate information when creating an account for the Services;
• (b) maintain and update your account information;
• (c) maintain the security of your account by not sharing your username or password or access to your account;
• (d) not transfer your account to another user or maintain more than one account with us without our consent;
• (e) promptly notify RUA if you suspect any unauthorised use/access or other security breaches related to the Services; and
• (f) assume responsibility for all activities that occur under your account and accept all risks of unauthorised access.

You release us from and renounce any claim in respect of or arising from any reasonable reliance by us upon any use of your password, including us disclosing information relating to your registration and/or affairs with us. You agree to indemnify and hold us, our officers and employees harmless from any claims, actions, costs (including legal costs), or losses by us or any third party due to or arising out of reasonable reliance by us or any third party upon any acts carried out, requests made, or information provided through the use of your password.

You acknowledge and agree that the transmission of information over the internet (including to or from our Application) is not completely secure or error free. In particular, emails to or from us and information submitted to or accessed via this Platform may not be secure and you should use discretion in deciding what information you send to us via these means; and emails to and from us may undergo email filtering and virus scanning, including by third party contractors. We do not warrant that such filters and scans will be effective in removing viruses or other potentially harmful code.

14. Know Your Customer and Anti-Money Laundering Compliance

Your registration of an account with RUA will be deemed your agreement to provide required personal information for identity verification. Such information will be used to verify users’ identity, identify traces of money laundering, terrorist financing, fraud and other financial crimes through the Services, or for other lawful purposes.

We will collect, use and share such information in accordance with our Privacy Policy. In addition to providing such information, you agree to allow us to keep a record of that information during the period for which your account is active and within 10 years after your account is closed, in compliance with global industry standards on data storage. You also authorise us to conduct necessary investigations directly or through a third party to verify your identity or protect you and/or us from financial crimes, such as fraud. The information we require to verify your identity may include, but is not limited to, your name, email address, contact information, phone number, username, government-issued ID, date of birth, and other information collected during account registration. When providing the required information, you confirm it is true and accurate.

AFTER REGISTRATION, YOU MUST ENSURE THAT THE INFORMATION IS TRUE, COMPLETE, AND TIMELY UPDATED WHEN CHANGED. IF THERE ARE ANY GROUNDS FOR BELIEVING THAT ANY OF THE INFORMATION YOU PROVIDED IS INCORRECT, FALSE, OUTDATED OR INCOMPLETE, RUA RESERVES THE RIGHT TO SEND YOU A NOTICE TO DEMAND CORRECTION, DIRECTLY DELETE THE RELEVANT INFORMATION, AND, AS THE CASE MAY BE, TERMINATE ALL OR PART OF SERVICES WE PROVIDE FOR YOU. IF WE ARE UNABLE TO REACH YOU WITH THE CONTACT INFORMATION YOU PROVIDED, YOU SHALL BE FULLY LIABLE FOR ANY LOSS OR EXPENSE CAUSED TO RUA DURING YOUR USE OF THE SERVICES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE THE OBLIGATION TO UPDATE ALL THE INFORMATION IF THERE IS ANY CHANGE. BY REGISTERING AN ACCOUNT, YOU HEREBY AUTHORISE RUA TO CONDUCT INVESTIGATIONS THAT RUA CONSIDERS NECESSARY, EITHER DIRECTLY OR THROUGH A THIRD PARTY, TO VERIFY YOUR IDENTITY OR PROTECT YOU, OTHER USERS AND RUA FROM FRAUD OR OTHER FINANCIAL CRIMES, AND TO TAKE NECESSARY ACTIONS BASED ON THE RESULTS OF SUCH INVESTIGATIONS. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOUR PERSONAL INFORMATION MAY BE DISCLOSED TO CREDIT BUREAUS AND AGENCIES FOR FRAUD PREVENTION OR FINANCIAL CRIME PREVENTION, WHICH MAY RESPOND TO OUR INVESTIGATIONS IN FULL.

15. Fees

Your use of the Services may be subject to certain Fees which will, if applicable, be debited from your Wallet. Fees may be amended by us from time to time. The schedule of applicable Fees is set out on our website. We reserve the right to recover from you any costs incurred by us if the cost has been incurred because of your breach of these terms.

Part of our process may require a direct debit from your nominated bank account by us and our affiliated partners. By agreeing to these terms, you agree to give us and our affiliated partners authority to make a direct debit from your nominated bank account in so far as reasonably necessary to facilitate the transaction.

When placing an order on our Application, you will be provided with an estimated rate of how much your nominated virtual currency can be bought with a selected spend amount. This rate is not locked in until you have completed a transaction with us and is inclusive of all fees, unless otherwise stated.

We will use reasonable endeavours to process your transaction within 1 working day of us receiving the confirmation that you have paid us using one of the available payment options or we have received in cleared funds into our nominated bank account.

We reserve the right to delay, suspend or cancel a transaction if: (a) we believe the transaction may include, enable or be linked to illegal activity; (b) there are technical reasons that prevent us from completing a transaction; (c) if completing the transaction would result in a breach of law; (d) we receive a request from a law enforcement or government agency to do so; (e) there is some circumstance beyond our reasonable control that occurs without our fault or negligence that impacts our ability to fulfil a transaction.

16. Compliance with Local Laws

YOU ACKNOWLEDGE AND DECLARE THAT DEPOSITED FUNDS COME FROM LEGITIMATE SOURCES AND DO NOT ORIGINATE FROM ILLEGAL ACTIVITIES.

It is your responsibility to abide by local laws in relation to the legal usage of the Services in their local jurisdiction as well as other laws and regulations applicable to your use of the Services. You must also factor, to the extent of their local laws all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities. RUA cooperates with law enforcement authorities globally and will not hesitate to seize, freeze, terminate accounts and funds that are being investigated.

17. Suspension and Termination

You are free to stop using the Services at any time. We may terminate these Terms, or any Services with respect to you, or suspend or deny access to the Services or any portion thereof, if you breach these Terms, fail to make any payment when due following our notification to you of the same or if we cease offering some or all of the Services to our customers generally.

We may, at our sole discretion, suspend or terminate your account and limit your access to the Services if we reasonably suspect (i) you are in breach of these Terms; or (ii) you have undermined the security or integrity of the Services or (iii) in order to comply with the law or requests of governmental entities (iv) repeated failures to pay any associated fee.

If we suspend your right to access or use any portion or all of the Services, you remain responsible for all Fees and charges you incur during the period of suspension and you will not be entitled to any service credits for any period of suspension.

18. Conduct

You may not upload, use, create, transmit, store, display, distribute, share or otherwise make available any content, descriptions, or information in connection with your use of Services that:

• Violate any law, rule or regulation.
• Rent, lease, lend, sell, sublicense, or create derivative works of Services.
• Modify, disclose, or reverse engineer any part of the Services.
• Remove, alter, or obscure any proprietary rights notice or labels on in the Services.
• Interfere with or disrupt any Service or any server or network used to support or provide a Service, including any hacking.
• Use any software or program that damages, interferes with or disrupts a Service or another's computer or property, such as denial of service attacks, spamming, hacking, or uploading computer viruses, worms, Trojan horses, cancelbots, spyware, corrupted files and time bombs. Harass, threaten, bully, embarrass, spam or do anything else to another user that is unwanted, such as repeatedly sending unwanted messages or making personal attacks or statements about race, sexual orientation, religion, heritage, etc. Hate speech is not tolerated.
• May create a risk of injury or loss to you, any other person, any animal or any property.
• Are obscene, pornographic, indecent or sexually explicit.
• Depict graphic violence or make any threats to commit violent acts.
• Are offensive, harassing, inflammatory, profane, libellous, scandalous, defamatory, tortuous or otherwise objectionable to others.
• You do not have a right to make available.
• Post a message for any purpose other than personal communication. Prohibited messages include advertising, spam, chain letters, pyramid schemes and other types of solicitation or commercial activities.
• Impersonate another person or falsely imply that you are a RUA employee or representative.
• Improperly use support or complaint buttons or make false reports.
• Attempt to obtain, or phish for, a password, account information, or other private information from users of our Services.
• Use or distribute unauthorised software programs or tools that may interfere with the Services.
• Modify any file or any other part of the Service that RUA does specifically authorise.
• Sell, buy, trade or otherwise transfer or offer to transfer your RUA Account.
• Use RUA Services in a country or state in which RUA is prohibited from offering such Services.
• Infringe any copyright, trademark, patent, trade secret, privacy, publicity, belonging to RUA or violate the intellectual property or proprietary rights of others.
• Build a competitive product or service or copy any functions of the Services.
• Disclose to any third party any analysis relating to Services.
• Promote, encourage or take part in any prohibited activity described above.

If you or someone using your Account violates these rules and fails to remedy this violation after a warning, RUA may take action against you, including revoking access to Services or terminating your Account.

19. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RUA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. RUA WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, ERRORS OR MISSTATEMENTS, OR OTHER PROBLEMS INHERENT IN THE SERVICES. WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, AND DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, AND THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. OUR SERVICES RELY ON EMERGING TECHNOLOGIES, SUCH AS ETHEREUM. SOME SERVICES ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE. BY USING THE SERVICES, YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS.

Use of information and content provided through Services is at your own risk. To the maximum extent permitted by law, we are not responsible for any adverse consequences arising out of such use. The content provided through the Services has not been prepared by taking into account the particular objectives, situation or needs of any individual users. The availability of the information through the Service does not constitute a recommendation or endorsement by us or any other person regarding any particular business entity, goods, services or transaction. You agree that we are not responsible or liable for any misconduct or non-performance by any third party. If you enter into any agreement subsequent to accessing the Services, you do so entirely in reliance on your own judgement and enquiries and not in reliance on us.

WE ARE NOT RESPONSIBLE FOR ANY CHANGES IN THE VALUE OF VIRTUAL ASSETS PURCHASED THROUGH OUR APPLICATIONS.

The availability of the information through the Service does not constitute a recommendation or endorsement by us or any other person regarding any particular business entity, goods, services or transaction. Nothing provided to you through the Services constitutes legal advice or financial advice. We do not issue financial products and no offer or other disclosure document has been, or will be, prepared in relation to the Services.

You agree that we are not responsible or liable for any misconduct or non-performance by any third party. If you enter into any agreement subsequent to accessing the Services, you do so entirely in reliance on your own judgement and enquiries and not in reliance on us.

20. Exclusion of Liability and Indemnity

To the maximum extent permitted by law, we exclude all liability in relation to the Services whether in contract, tort (including negligence) or otherwise, for any loss or damage however, caused (including direct, indirect, consequential or special loss or damage, or loss of profits, loss of data, loss of savings and loss of opportunity). You indemnify us for any loss and damage and expenses arising from any mistaken, erroneous or fraudulent instructions.

You indemnify us and our officers and employees, partners and associates against all costs, expenses and damages. You will take all necessary action to defend and indemnify us costs, expenses and damages incurred in connection with any claim brought by a third party against us arising from a breach by you of these Terms.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR, IF NO FEES HAVE BEEN PAID, $25,000.

Neither party nor their respective affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, utilities or other telecommunications failures, cyber-attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

21. Risks

You acknowledge and agree that buying, selling, trading and holding Crypto is unlike traditional currencies, assets or commodities. It involves significant and exceptional risks, since it is largely unregulated it can be very volatile and the financial losses can be substantial. You should carefully consider and assess whether buying, selling, trading and holding cryptocurrency is suitable for you depending on your financial circumstances and tolerance to risk, and seek specialised advice if you need it or are unsure. Risks include but are not limited to:

• Transactions cannot be reversed: Once a transaction has been completed, it is impossible to reverse it.
• Volatility: Crypto is extremely volatile and it may swing depending on the market, confidence of investors, competing cryptocurrencies, regulatory announcements or changes, technical problems or any other factors. Because of this volatility, the value of all crypto can increase or decrease quite dramatically.
• Private Keys: If your wallet has a private key, you should always exercise extreme caution whenever you select, store or transmit it. If another person learns your private key, then they can take your virtual currency. If you forget or lose your private key or password, you will not be able to access, and may lose, your virtual assets.
• Regulatory Risk: For the most part, virtual currency remains unregulated and it is currently not recognised as legal tender. Because of that, there is limited protection if your cryptocurrency is lost (even if not it’s your fault). Also, cryptocurrency may be prohibited in certain jurisdictions or the rules may change so it becomes prohibited.
• Liquidity Risk: Depending on the actual virtual coin/token, liquidity may be limited or disrupted – there is never a guarantee that you will be able to sell or exchange your crypto at any price. Also, RUA may make the decision to remove a coin from its platform (including due to liquidity issues) - in that case, you may need to sell or trade it via another platform.
• Tax risk: There are specific tax rules around virtual assets – it is important you understand these implications and always comply with your reporting and payment obligations – we do not offer any tax advice so if you need this, please reach out to a tax expert to help you.

22. No relationship

These Terms will not be deemed to create a partnership, joint venture, agency or employment relationship of any kind between us and you.

23. Waiver and Severability

A party’s delay or failure to exercise a right or remedy will not result in a waiver of that right or remedy. If a court of competent jurisdiction holds any provision of these Terms to be illegal, invalid or unenforceable under the governing law, the remaining provisions will remain in full force and effect and will be construed so as to most nearly reflect the parties’ intent with respect to such provision.

To the fullest extent permitted by law, the parties agree that any dispute arising out of or in connection with the Service for these Terms shall be resolved by individual court action and waive any right to have a proceeding litigated as a class action or on a consolidated basis.

24. Notices

Unless otherwise specifically indicated, all notices given by you to us must be given to roundable@sanemdigital.com. We may give notice to you at the e-mail address you provide to us when you register or in any other way. Notices will be deemed given as of the day they are sent by email, messenger, delivery service, or mail (postage prepaid, certified or registered, return receipt requested), and addressed as set forth below, or to such other address as the party to receive the notice so designates by notice.

25. Changes to Terms

RUA may revise these Terms from time to time and at its sole discretion. When such changes are effected, RUA will publish an updated version on the Services. The changes will become effective and will be deemed accepted by you, (i) immediately for those who register for the Services after the updated version is published on the Services, or (ii) for those having pre-existing accounts, the updated Terms will be deemed effective with your continued use of the Services.

You have rights to dispute an updated term which materially alters your rights or obligations (with exception to changes required by law) within 10 business days from the date of the new Terms being published, upon written notification to: roundable@sanemdigital.com.

Please note: Your rights and access to the Services may be temporarily disrupted until such dispute is resolved between you and RUA. If we are unable to resolve the dispute within 30 days of your written notification of dispute, these Terms will be terminated.

26. Assignment

RUA may transfer its rights and obligations under these Terms to any company, firm or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as provided for in these Terms.

27. Governing Law and Venue

These Terms will be governed by and construed in accordance with the laws of New Zealand, and you submit to the exclusive jurisdiction of the Courts of New Zealand.

28. Communications

If you have any questions or concerns in relation to the Services or these Terms, please contact us at roundable@sanemdigital.com.