Date of Last Revision: 30th August 2023
Sendto Ltd d/b/a Roam ("us", "we", or "our" and "Roam") provides our services (described below) and related content to you through our website(s) located at roam.xyz (the "Site") and through our mobile applications and related technologies ("Mobile Apps", and collectively, such Mobile Apps and the Site, including any updated or new features, functionality, and technology, the "Service"). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these "Terms of Service"). By accessing, browsing, or otherwise using the Site, Mobile Apps, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the "Terms of Service" link on the Site and under the "Legal — Terms of Service" section of our Mobile App. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ROAM ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
At Roam, we respect the privacy of our users. For more information, please see our Privacy Policy, located at https://Roam.xyz/privacy/ and under the Legal — Privacy Policy section of our Mobile App (the "Privacy Policy"). By using the Service, you consent to our collection, use, and disclosure of personal data and other data as outlined therein.
In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.
Service Description: The Service includes a website, mobile web browser ("Browser"), non-custodial digital wallet software ("Wallet"), and a front-end interface to facilitate user-controlled transactions on public blockchains.
Browser: Our Service includes the provision of a mobile browser enabling interaction with internet sites, in addition to decentralized applications ("DApps") and Decentralized exchanges ("DEXs"), both of which are third-party entities. By utilizing our Browser to gain access to DEXs or DApps, you explicitly acknowledge and agree that Roam bears no responsibility and will not be held accountable under any circumstances for your engagement with, or usage of, these DEXs or DApps. In your interaction with DApps or DEXs, be aware that handling or service fees may be imposed by Smart Contracts, developed by third parties. Any information related to these fees, presented on our platform, is provided solely for your consideration and reference. Roam does not extend any assurance or guarantee regarding the reliability, precision, relevance, integrity, or suitability of this information. Consequently, Roam cannot be held liable for any loss or damages, either direct or indirect, that may occur as a result of your utilization of this content.
Non-Custodial Wallet: The Service facilitates the creation of a digital wallet, using blockchain technology, designed for the storing of Digital Assets and Non-Fungible Tokens ("NFTs"). Upon setting up your Wallet, a unique private key (your "Private Key") is generated, allowing you to authenticate transactions conducted through the Wallet. As a non-custodial service provider, we neither retain nor have access to your Wallet, Private Key, Digital Assets, or NFTs. We do not acquire or maintain passwords, Private Keys, Personal Identification Numbers ("PINs"), transaction histories, or any other credentials associated with your utilization of the Service or your Wallet. Your personal device or respective cloud storage service may preserve your Private Key in an encrypted format, however, such information remains inaccessible to us. The safeguarding of your Digital Assets and NFTs may be at risk in the event of a security breach involving your mobile device where the App is installed and active. Consequently, you bear sole responsibility for maintaining the security of your mobile device in compliance with the best practices and guidelines issued by your operating system's provider, including the institution of a robust PIN and/or password to deter unauthorized access, coupled with the routine and timely updating of your software. The obligation to secure your Private Key, along with any other means utilized to access your Wallet, rests exclusively with you. Any party gaining knowledge of your Private Key can assume control of your Wallet, thereby gaining access to your Digital Assets and NFTs, without the capability for either you or Roam to regain them. Should you lose your Private Key, access to your Digital Assets and NFTs will be rendered impossible. You acknowledge that Roam bears no responsibility for the security of your mobile device, Private Key, Digital Assets, and NFTs. You agree to not hold Roam and its affiliates responsible for any losses stemming from the loss of your Private Key. You also accept that under no circumstances will Roam and its affiliates be held liable should you lose your Private Key.
Storing, Sending, and Receiving Digital Assets: The Service facilitates the sending of supported Digital Assets to, and the requesting, receipt, and storage of Digital Assets from, third parties in accordance with the instructions explained in the App. The party initiating the transfer bears sole responsibility for its accurate execution of a transfer of Digital Assets to your Wallet address. This could include, but is not limited to, the remittance of adequate network or miner's fees to ensure the successful completion of the transaction and that the Wallet address is correctly entered. Inadequate network fees might lead to a transfer remaining in a pending state, potentially causing delays or losses. Roam is under no obligation to assist in the resolution of such transactions. Transfers of Digital Assets between your Wallet and an external wallet are executed on-chain, and Roam exercises no control over such transactions. It is crucial to verify all transaction details prior to their submission. Roam bears no liability or responsibility in the event of you providing an incorrect blockchain destination address. Once broadcasted on the relevant blockchain network, Digital Asset transfers are irreversible, although they may appear as pending while being processed by network operators. Roam has no influence over the network and cannot guarantee that a transfer will be confirmed or be confirmed in time.
Who May Use the Service: The Service is made available to you provided you are at least 18 years old and there are no legal restrictions preventing you from using the Service under applicable and relevant laws. You are prohibited from using the Service if (a) you are a person who has been sanctioned and listed by the U.S. Department of the Treasury's Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons ("SDN"), or on any other U.S. non-SDN restricted or prohibited parties lists, (b) your organization, residence, or location is within a jurisdiction that has been comprehensively sanctioned, or (c) using the Service would be in violation of any other applicable laws or regulations.
Member Account, Password, and Security: You are responsible for maintaining the confidentiality of your password, PIN, and account details, if any, and are fully responsible for any and all activities that occur under your password, PIN, or account. You agree to (a) immediately notify Roam of any unauthorized use of your password, PIN, or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Roam will not be liable for any loss or damage arising from your failure to comply with this paragraph.
Modifications to Service: Roam reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Roam will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
General Practices Regarding Use and Storage: You acknowledge that Roam may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Roam's or its third-party service providers' servers on your behalf. You agree that Roam has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Roam reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Roam reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device, and (iii) the ability to access certain features and content through Mobile Apps (collectively, the "Mobile Services"). To the extent you access the Service through a mobile device, your wireless service carrier's standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
Subject to these Terms of Service, Roam hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Mobile App on one mobile device and (b) use the Mobile App for your own personal use solely to access and use the Service. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App on another device on which you also agreed to these Terms of Service. Each instance of these Terms of Service that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device.
The technology and software underlying the Service or distributed in connection therewith are the property of Roam, its affiliates, and its licensors including the Mobile Apps, the "Software". You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Roam.
Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing, or using the Software or Services is at your sole risk.
Roam offers Software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels ("Distribution Channels"). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Service, you agree to comply with all applicable terms of any agreement for such third-party products and services.
The following applies to any Mobile App you download from the Google Play Store ("Google-Sourced Software"): (a) you acknowledge that these Terms of Service are between you and Roam only, and not with Google, Inc. ("Google"); (b) your use of Google-Sourced Software must comply with Google's then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Roam, and not Google, is solely responsible for Roam's Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms of Service as it relates to Roam's Google-Sourced Software.
The Software may contain or be provided together with open source software. Each item of open source software is subject to its own license terms. If required by any license for particular open source software, Company makes such open source software, and Company's modifications to that open source software (if any), available by written request to support@roam.xyz. Copyrights to the open source software are held by the respective copyright holders indicated therein.
Service Content: You acknowledge and agree that the Service may contain content or features ("Service Content") that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Roam, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.
Trademarks: The Roam name and logos are trademarks and service marks of Roam (collectively the "Roam Trademarks"). Other Roam, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Roam. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Roam Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Roam Trademarks will inure to our exclusive benefit.
Third-Party Material: Under no circumstances will Roam be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Roam does not pre-screen content, but that Roam and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Roam and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Roam, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content: You represent and warrant that you own all right, title, and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant Roam and its affiliates, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Service and the promotion, advertising or marketing of the foregoing in any form, medium, or technology now known or later developed. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality, and appropriateness of your User Content.
You hereby authorize Roam and its third-party service providers to derive statistical and usage data relating to your use of the Service ("Usage Data"). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.
Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service ("Submissions"), provided by you to Roam are non-confidential and Roam will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
You acknowledge and agree that Roam may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Roam, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties, inclusive of any DApps and DEXs (the "Third-Party Services"). Additionally, you may enable or log in to the Service via various online Third-Party Services, such as social media and social networking services like Facebook and Twitter. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store, and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage, and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Roam has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Roam, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Roam enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Roam will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.
Emerging Technology Considerations: You acknowledge that the App is in a state of continuous evolution and despite exhaustive testing, there exists a possibility of undetected and unaddressed software anomalies. Furthermore, you accept the inherent risks associated with employing novel, hitherto untried technologies and protocols, accessible via our Service. Roam cannot provide any assurances about the operational efficiency or security of these decentralized networks. Moreover, advancements in fields such as cryptography, or advents like quantum computing, may pose threats to the stability and security of blockchain networks, potentially leading to the compromise or loss of Digital Assets and Non-Fungible Tokens (NFTs). The Service may also be endangered or inhibited by undesirable shifts in market conditions or technological developments within the blockchain industry.
Potential Cyber Threats: The Service, along with your Wallet, may be targeted by entities with malevolent intent aiming to disrupt service via various mechanisms, including but not limited to denial of service attacks, side-channel attacks, consensus-based attacks, or introduction of malware. Public blockchains forming the backbone of our Service may contain undisclosed bugs and vulnerabilities exploitable by such entities, leading to potential loss of Digital Assets and NFTs for Roam users.
Legislative Risks: You acknowledge the potential impact of regulatory scrutiny on the Service, which could limit their availability. Blockchain technologies and associated services are continually subjected to legislative shifts and evaluation worldwide, including but not limited to regulations pertaining to anti-money laundering and prevention of financial crimes. Regulatory interventions or scrutiny may adversely affect the Service and your Digital Assets and NFTs, potentially constraining or impeding Roam's ability to sustain its proprietary software, thereby affecting your continued utilization of the Service.
Tax Considerations: Transactions involving Digital Assets, including but not limited to exchanges, air-drops, forks, and staking returns, could be treated as taxable events under relevant taxation laws. Given the potential ambiguity or volatility of such laws, it is advisable to seek counsel from a tax or accounting professional prior to undertaking activities involving Digital Assets.
Absence of Insurance Coverage: You accept the understanding that Digital Assets are not subject to protections or insurances offered by entities like the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. As a provider of purely software solutions, Roam is not subject to oversight by any state or federal regulatory bodies, nor is it obliged to adhere to any examination or reporting mandates stipulated by such authorities.
Price Fluctuations: Prices of any Digital Asset or NFT can and do fluctuate on any given day. There is an inherent risk that losses will occur as a result of buying, selling, holding, or exchanging any Digital Asset or NFT. The risk of loss can be substantial and can result in the loss of your entire holding. The value of a Digital Asset or NFT may be derived from the continued willingness of market participants to purchase the Digital Asset or NFT, which may result in the potential for permanent and total loss of the value of a particular Digital Asset or NFT should the market for that Digital Asset or NFT disappear.
To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Roam, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the "Roam Parties") from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Roam will provide notice to you of any such claim, suit, or proceeding. Roam reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Roam's defense of such matter. You may not settle or compromise any claim against the Roam Parties without Roam's written consent.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE ROAM PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
THE ROAM PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
THE ROAM PARTIES DO NOT WARRANT THAT THE APP IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE WALLET IS NON-CUSTODIAL, MEANING THAT IT ALLOWS YOU TO INTERACT DIRECTLY WITH PUBLIC BLOCKCHAIN NETWORKS. ROAM DOES NOT HAVE THE ABILITY TO FACILITATE OR PREVENT ANY TRANSACTIONS. ROAM DOES NOT HAVE ACCESS TO YOUR PRIVATE KEY, ACCOUNT INFORMATION, DIGITAL ASSETS, OR NFTs, WHICH REMAIN EXCLUSIVELY UNDER YOUR CONTROL AND RESPONSIBILITY. IF YOU LOSE YOUR PRIVATE KEY, YOU WILL LOSE ACCESS TO ALL DIGITAL ASSETS AND NFTs STORED IN YOUR WALLET.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE ROAM PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE ROAM PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE ROAM PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID ROAM IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Roam, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Roam are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
YOU AND ROAM AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ROAM AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Roam is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at support@roam.xyz. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Roam should be sent to 390 NE 191st St #8024 Miami, FL 33179 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Roam and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Roam may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Roam or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Roam is entitled.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Roam or you under the AAA Rules, Roam and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Roam will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Roam will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.
Notwithstanding any provision in these Terms of Service to the contrary, Roam agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Roam written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
The Service does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell investments, securities, partnership interests, commodities, or any other financial instruments. The Service does not constitute, and may not be utilized for or in connection with, an offer or solicitation by anyone in any state or jurisdiction where such an offer or solicitation is not authorized or allowed, or to any person to whom it is unlawful to make such an offer or solicitation.
You agree that Roam, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Roam believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Roam may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Roam may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Roam will not be liable to you or any third party for any termination of your access to the Service.
You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Roam will have no liability or responsibility with respect thereto. Roam reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Roam governing your access and use of the Service, and supersede any prior agreements between you and Roam with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of Florida, USA, without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Roam submit to the personal and exclusive jurisdiction of the state and federal courts located within Florida, USA. The failure of Roam to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Roam, but Roam may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words "without limitation." Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Roam will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Roam's reasonable control.
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Sendto Ltd, support@roam.xyz, 390 NE 191st St #8024 Miami, FL 33179.
The Service is made available to the U.S. government with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgment of our proprietary rights in the Service (including the Software).
Please contact us at support@roam.xyz to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.