Terms of Service

1. About us and acceptance of these Terms

Roundhouse operates a neutral data platform for the autonomous-agent economy. We index publicly available blockchain settlement data and present it through the Services, and we provide related software tools, including metered data access, an app builder and paywall product, and an x402 payment facilitator service. Roundhouse provides software and information services only. We are not a bank, custodian, exchange, money transmitter or licensed payment service provider, and nothing in the Services is an offer of regulated financial services. In particular, Roundhouse does not carry on a business of providing any payment service for which a licence is required under the Payment Services Act 2019 of Singapore, including any digital payment token service, e-money issuance service or money transfer service.

A binding agreement on these Terms is formed between you and Roundhouse when you first access or use any part of the Services, create an account, obtain or use an API key, make or receive a payment through any part of the Services, or otherwise indicate acceptance of these Terms — whichever happens first. If you do not wish to be bound, your only remedy is not to use the Services.

If you deploy, configure, instruct or operate an automated agent, bot, script or other software (an "agent") that accesses or uses the Services, you accept these Terms by doing so, both on your own behalf and, where you act for another person or entity, on behalf of that principal, and all activity of that agent is treated as your activity under these Terms. Machine-readable surfaces of the Site are part of the Services and their use is subject to these Terms in the same way as any other use.

You acknowledge that a contract formed by the interaction of an automated message system with the Services, or between automated message systems, is not denied validity or enforceability on the ground that no individual reviewed or intervened in each action carried out by the system or in the resulting agreement.

If you use the Services on behalf of a company, organisation or other entity, you represent and warrant that you have authority to bind that entity to these Terms, in which case "you" and "User" refer to that entity as well as to you personally.

2. Eligibility

You may access and use the Services only if all of the following are true:

• you are at least 18 years old and have the legal capacity to enter into a binding contract under the laws that apply to you;
• you are not subject to sanctions administered or enforced by any relevant authority, are not owned or controlled by any person that is, and are not located in, ordinarily resident in, or organised under the laws of any country or territory that is the subject of comprehensive sanctions or embargoes;
• your use of the Services does not violate any law, regulation or contractual obligation that applies to you; and
• we have not previously suspended or terminated your access to the Services for breach of these Terms or any incorporated policy.

You are responsible for ensuring that your access to and use of the Services is lawful in each jurisdiction from which you access them. We may decline to provide, or may restrict, the Services to any person or in any jurisdiction at our discretion.

3. Description of the Services

The Services index publicly available blockchain settlement data — principally x402-protocol payments in the USDC stablecoin on the Base network and other EVM-compatible chains — into per-entity records, and make that data and related tools available through a number of surfaces, which may include:

• free public browsing of data dashboards, including live flow-of-funds feeds, agent profiles, merchant and service profiles, facilitator pages and network statistics;
• user accounts (via email magic-link or Google sign-in) and organisations or teams with member roles;
• prepaid Query Units ("QU") — service credits consumed by metered API and SQL access, including a free grant on signup and, where offered, paid plans;
• API keys, including trial keys obtainable by making a small x402 test payment;
• an AI SQL playground that generates SQL from natural-language prompts and runs read-only queries against the indexed data;
• a public read API for agents and developers;
• an app builder and paywall product through which Users can publish files, APIs or small applications behind an x402 paywall priced in USDC, with payments flowing directly from the buyer's wallet to the publisher's own wallet; and
• an x402 payment facilitator service that verifies payment authorisations and settles them on-chain as a relayer at a party's request.

Entity attribution within the Services is probabilistic. We resolve blockchain addresses to named entities using signals such as ENS names, ERC-8004 identity registry records and heuristics, and the resulting attribution may be incomplete, out of date or wrong. "Trust scores" and similar indicators are informational signals computed from public data; they are not ratings, endorsements, recommendations or assessments of creditworthiness, safety or reliability.

We have no obligation to provide, maintain or continue any feature of the Services. Features described in these Terms or elsewhere may be offered, limited, altered, suspended or withdrawn from time to time, and free access is offered at our discretion. Nothing in these Terms entitles you to any particular level of service, availability, capacity or support.

4. Changes to the Services and to these Terms

We may modify, suspend or discontinue any part of the Services, in whole or in part, at any time. This includes adding or removing features, changing technical limits, rate limits and interfaces, and changing what is available free of charge and what is metered or paid. We may, but are not obliged to, give notice of such changes.

We may update these Terms and any incorporated policy from time to time by posting a revised version on the Site. Where a change to these Terms or to paid features of the Services is material and adverse to you, we will take reasonable steps to give you advance notice before it takes effect, for example by a prominent notice on the Site or an email to your registered address, except where a shorter period of notice is required for legal, regulatory or security reasons. Other changes take effect when posted, or on any later effective date stated in the revised version. Your continued access to or use of the Services after a revised version takes effect constitutes your acceptance of it. If you do not accept a revised version, you must stop using the Services. You are responsible for reviewing these Terms periodically; the effective date at the top of this document records when it was last updated.

5. Accounts, organisations and security

Some parts of the Services require an account. You agree to provide accurate, current and complete information when creating an account and to keep it up to date. Accounts are accessed via email magic-link or Google sign-in; you are responsible for the security of the email account, Google account, devices and any other credentials used to access your Roundhouse account.

You are responsible for all activity that occurs under your account or through your API keys, whether or not authorised by you, and whether carried out by a person or by an automated agent. If you become aware of any unauthorised use of your account or keys, you should notify us promptly at legal@roundhouseai.io and revoke or rotate any affected keys.

Accounts may belong to organisations or teams. An organisation administrator may invite, remove and manage members, assign roles, and create, view and revoke API keys and other resources belonging to the organisation. Each organisation is responsible for the acts and omissions of its members and of any agents operated under its account, and each member acting within an organisation binds that organisation. Where you are a member of an organisation, the administrator's decisions about your access prevail over any individual preference.

We may refuse to open an account for any person, and may suspend or terminate any account, in accordance with the section on suspension and termination below.

6. API access and keys

We may issue API keys that authenticate access to the public read API, the SQL endpoint and other programmatic surfaces. Keys are issued at our discretion and remain our property. You must keep your keys confidential, must not share them outside your organisation, and must not use another person's key without authorisation. You are responsible for all requests made with your keys.

API access is subject to technical limits, including rate limits, query limits, row caps, quotas and QU consumption rates, which we may set, publish and change from time to time. Exceeding a limit may result in throttling, rejected requests or suspension of the key. We may also change which endpoints, datasets or query capabilities are available to a given key tier.

Trial API keys may be obtained by completing a small x402 test payment at the price posted from time to time. Trial keys carry their own limits and validity periods as posted from time to time, may be subject to one-per-payment or similar restrictions, and may be modified or withdrawn at any time. A trial payment buys the test experience and the associated trial key on the posted trial conditions; it does not create any entitlement to continuing access.

We may suspend, restrict or revoke any API key at any time at our discretion, including where we reasonably suspect misuse, abuse, breach of these Terms or the Acceptable Use Policy, or risk to the Services or other Users.

7. Automated and agent access

The Services are designed to be used by autonomous agents and other software as well as by people. Automated access is permitted, provided that it uses the published interfaces (the public read API, documented endpoints and agent-readable surfaces) and stays within the published technical limits and any applicable key tier.

The operator of an agent is responsible for everything the agent does through the Services, including requests it makes, QU it consumes, payments it initiates or authorises, content it publishes and obligations it purports to enter into. An agent's acceptance of a price, paywall or payment requirement presented by the Services or by a Publisher binds its operator and, where applicable, the operator's principal.

Automated access must not be used to circumvent paywalls, rate limits, metering, key tiers or access controls; to disguise the origin or identity of traffic; or to place unreasonable load on the Services. We may distinguish between human and automated traffic and may apply different limits, pricing or features to each.

8. Query Units and billing

Query Units ("QU") are prepaid service credits that are consumed when you use metered features of the Services, such as API queries and SQL execution. We may grant QU free of charge (including a signup grant), sell QU under paid plans, and issue QU under promotional coupons or credits, in each case on the terms posted from time to time.

QU have the following characteristics, which you accept as a condition of receiving them:

• QU are not money, e-money, stored value, a deposit or any other financial product, and they have no cash value;
• QU can be used only to access metered features of the Services provided by Roundhouse; they are not accepted by, and cannot be used to pay, any person other than Roundhouse, and are not denominated in or pegged to any currency held for your account;
• QU cannot be redeemed, exchanged or withdrawn for cash or Digital Assets;
• QU are non-refundable and non-transferable, except to the extent required by applicable law;
• QU balances may be adjusted by us to correct errors, reverse mistaken or fraudulent grants, or address misuse; and
• QU may expire in accordance with the terms posted for the applicable grant or plan.

We may change the price of QU, the features that consume QU, the rate at which features consume QU, and the composition of free and paid plans, in each case prospectively. Changes do not retroactively alter the price you paid for QU already purchased, but they may alter what those QU can be used for and how quickly they are consumed going forward.

All amounts payable to us are exclusive of taxes unless stated otherwise. You are responsible for all taxes, duties and governmental charges arising from your purchase and use of the Services (other than taxes on our net income), and for any tax reporting obligations that apply to you.

9. Payments in Digital Assets

Certain parts of the Services involve payments in cryptocurrencies, stablecoins (such as USDC) and other blockchain-based tokens ("Digital Assets") made over the x402 protocol. In a typical x402 flow, a resource responds to a request with a payment requirement, the paying party signs a payment authorisation from its own wallet, and the payment is verified and settled on a public blockchain, after which the resource is delivered.

All Digital Asset payments made through or in connection with the Services are made from your own wallet, using your own keys, directly on public blockchains, on a peer-to-peer basis. Roundhouse is non-custodial: we never hold, control or take possession of your funds, Digital Assets or private keys, and we do not operate wallets on your behalf. You are solely responsible for your wallet, your keys, the addresses you transact with and the amounts you authorise.

Blockchain transactions are irreversible. Once a transaction is confirmed on-chain it generally cannot be cancelled, reversed or amended by us or by anyone else. Payments sent to the wrong address, in the wrong amount, or on the wrong network may be permanently lost, and we have no ability, and no obligation, to recover them. You may also incur network (gas) fees and other third-party charges over which we have no control.

Digital Assets involve significant risks, including volatility, smart-contract defects, network congestion or failure, chain reorganisations and regulatory change. Nothing in the Services constitutes financial, investment, legal, accounting or tax advice, and nothing in the Services is an endorsement or recommendation of any agent, merchant, token, wallet or protocol. See the Data & Risk Disclaimer for further detail.

10. Publisher services and User Content

The app builder and paywall product allows Users ("Publishers") to publish files, APIs, applications and other material behind an x402 paywall priced in USDC. "User Content" means any content, data, files, code, applications, listings, descriptions, metadata or other material that you or your agents submit to, publish through or make available via the Services.

You retain ownership of your User Content. You grant Roundhouse a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, cache, reproduce, adapt (for technical purposes such as formatting and delivery), display, perform, distribute and otherwise use your User Content as reasonably necessary to operate, provide, secure, improve and promote the Services. This licence continues for as long as your User Content remains on the Services and for a reasonable period afterwards for backup, archival and legal purposes.

As a Publisher, you represent and warrant that you own or have all rights, licences and consents necessary to publish and monetise your User Content; that your User Content and its sale are lawful in each jurisdiction in which you offer them; and that your User Content does not infringe any intellectual property, privacy or other rights of any person, and complies with these Terms and the Acceptable Use Policy.

Payments for a Publisher's content flow directly from the buyer's wallet to the Publisher's own wallet on-chain. Roundhouse is not a party to any transaction between a buyer and a Publisher, does not act as agent, escrow, marketplace operator of record, merchant of record or payment intermediary for either side, and never takes custody of the payment. Each transaction is solely between the buyer and the Publisher.

We may charge platform fees for particular features of the Services, including publication, facilitation or premium capabilities. Any fees will be posted or presented to you before you incur them, and changes to fees apply prospectively only.

Publishers are solely responsible for their content and their buyers, including the quality, safety, legality and delivery of what they sell; any descriptions, pricing and terms they present; handling buyer complaints, refunds and disputes (noting that on-chain payments are irreversible, so any refund is a matter for the Publisher to arrange); compliance with consumer-protection, export-control and other applicable laws; and the assessment, collection and remittance of any taxes on their sales.

Publishers are responsible for stating the licence or usage terms that apply to their content. Unless the Publisher states otherwise, a buyer receives a non-exclusive, non-transferable licence to use the purchased content for the buyer's own purposes. Any licence in or to purchased content is granted by the Publisher, not by Roundhouse, and Roundhouse gives no warranty as to the rights any Publisher purports to grant.

We may review, refuse, restrict, unpublish or remove any User Content or listing at any time at our discretion, including where we reasonably believe it breaches these Terms, the Acceptable Use Policy or applicable law, or creates risk to us, the Services or others. We are under no obligation to monitor User Content, and no review or hosting of User Content implies our approval of it.

11. Facilitator services

Roundhouse operates an x402 payment facilitator that, at a party's request, verifies payment authorisations against the requirements presented by a resource and submits valid authorisations for settlement on-chain as a relayer. The facilitator is a technical service: it checks signatures and parameters and relays transactions; it does not hold funds, decide the terms of any transaction, or act for either party to it.

We do not guarantee that any payment will verify or settle. Verification may fail because an authorisation is invalid, expired, mismatched or already used; settlement may fail or be delayed because of network conditions, insufficient balances, chain reorganisations, unsupported networks or other technical causes. We may decline to verify or settle any payment, and may limit the networks, tokens and schemes the facilitator supports, at our discretion and from time to time.

Roundhouse does not carry on a business of providing any payment service for which a licence is required under the Payment Services Act 2019 of Singapore, including any digital payment token service, e-money issuance service or money transfer service. In operating the facilitator we never accept, hold, transmit or arrange for the transmission of digital payment tokens or funds: we only verify, and broadcast to the relevant blockchain, transfer authorisations that the payer has itself signed, and settlement occurs directly between the payer's and the payee's own wallets.

Roundhouse is not a party to the underlying transaction between the payer and the payee, and use of the facilitator does not make us one. Nothing in the facilitator service constitutes the provision of regulated payment services, money transmission or custody, and the facilitator must not be used for any transaction that is unlawful or that breaches the Acceptable Use Policy.

12. Acceptable use

Your use of the Services must comply with the Acceptable Use Policy, which is incorporated into these Terms by reference. Among other things, that policy prohibits unlawful activity, infringement of others' rights, interference with or abuse of the Services, circumvention of access controls, metering or paywalls, and the publication of harmful or deceptive content.

We may investigate suspected breaches and may take any action we consider appropriate, including removing content, throttling or revoking keys, adjusting QU, suspending or terminating accounts, and reporting to authorities where we believe it appropriate or required. The remedies in these Terms are cumulative and do not exclude any other rights we may have.

13. Our intellectual property and licence to you

The Services — including the software, the Site, the dashboards, the design, the compilation, arrangement and enrichment of indexed data, the documentation and the Roundhouse name and branding — are owned by Roundhouse or its licensors and are protected by intellectual property and other laws. Except for the limited licence below and any rights that cannot be excluded, no rights in the Services are granted to you.

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services, and to use data and outputs obtained through the published interfaces, for your own lawful purposes. This licence ends when these Terms terminate as to you or when we revoke it.

Except as expressly permitted by these Terms, by a posted policy or by applicable law that cannot be excluded, you must not:

• scrape, crawl, bulk-download or systematically extract data from the Services other than through the published interfaces and within the published limits;
• copy, modify, distribute, sell or lease any part of the Services, or reverse engineer or attempt to extract the source code of any software forming part of the Services;
• remove, obscure or alter any proprietary notices; or
• use the Roundhouse name, logo or branding, or imply any affiliation with or endorsement by Roundhouse, without our prior written consent.

If you give us feedback, suggestions or ideas about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose without obligation or compensation to you.

14. Indexed public data

The data presented through the Services derives from public blockchains and other third-party sources. It is collected, matched, enriched and attributed by automated processes. We do not create the underlying transactions, and we do not verify them beyond our automated indexing.

All indexed data, profiles, feeds, statistics and scores are provided without warranty of any kind. In particular: attribution of addresses to entities is probabilistic and may be wrong; indexing may lag the chain, and data may be delayed, incomplete or missing; blockchains can reorganise, so previously displayed transactions may change or disappear; and third-party identity sources (such as ENS records or registry entries) may themselves be inaccurate, stale or adversarial. The Data & Risk Disclaimer forms part of these Terms and contains further important information about the nature and limits of the data.

The presence of any agent, merchant, facilitator or other entity in the indexed data is not an endorsement, recommendation or verification of that entity by Roundhouse, and a trust score or similar signal is not advice to deal, or not to deal, with anyone. If you believe that an identity resolution or attribution concerning you or your organisation is wrong, or raises a legal concern, contact us at legal@roundhouseai.io; we may, but are not obliged to, review and adjust attributions.

15. AI features

Certain features of the Services use artificial intelligence, including the AI SQL playground (which generates SQL from natural-language prompts and runs read-only queries) and any AI-assisted app generation, summaries or explanations we may offer from time to time ("AI features").

Outputs of AI features are generated automatically and may be inaccurate, incomplete, misleading, unsuitable or unsafe. Generated SQL may not express your intended question; generated applications and summaries may contain errors or omissions. You must review and validate every AI-generated output before relying on it or putting it into use, and you are responsible for the prompts you submit, the queries you run and the outputs you use. AI features and their outputs are provided as-is, without warranty, and do not constitute advice of any kind.

We may change the models, providers, limits and behaviour of AI features, or withdraw them, at any time.

16. Third-Party Services

The Services interoperate with, depend on or link to services and systems we do not control, including public blockchains and their validators, wallets and wallet providers, token issuers (including stablecoin issuers), third-party payment facilitators, identity registries and name services, sign-in providers, and websites or resources published by Publishers or other third parties (together, "Third-Party Services").

Third-Party Services are outside our control. We do not operate, endorse or assume responsibility for them, and we make no representation about their availability, security, legality or fitness for any purpose. Your use of a Third-Party Service is governed by that third party's terms, and any dealings between you and a third party — including any purchase from a Publisher — are solely between you and that party. The failure, compromise or change of a Third-Party Service (for example, a blockchain outage, a stablecoin depeg or a wallet defect) may affect the Services, and we are not liable for the consequences.

17. Intellectual property complaints

We respect intellectual property rights and expect Users and Publishers to do the same. If you believe that material available through the Services infringes your copyright or other intellectual property rights, send a notice to our designated representative for receiving such notices at legal@roundhouseai.io including:

• identification of the protected work or right claimed to be infringed;
• identification of the material claimed to be infringing, with enough detail (such as URLs) for us to locate it;
• your name, organisation (if any), address and contact details;
• a statement that you believe in good faith that the use of the material is not authorised by the rights owner, its agent or the law;
• a declaration that the information in the notice is accurate, that you are the rights owner or authorised to act on the rights owner's behalf, and any other declaration prescribed by applicable law for such notices; and
• your signature, which may be an electronic signature.

On receiving a notice, we may remove or disable access to the material, notify the Publisher or User concerned, request further information, or take no action, as we consider appropriate. We may suspend or terminate the accounts of Users who we determine are repeat infringers. Nothing in this section obliges us to adjudicate disputes between third parties, and we may require that the parties resolve the dispute between themselves or through the courts.

A User whose material has been removed or disabled may submit a counter-notice containing the particulars prescribed by applicable law to legal@roundhouseai.io. Where the law so provides, we may restore the material if the complainant does not take the prescribed further steps within the prescribed period. We may supply a copy of any notice or counter-notice to the other party.

18. Privacy

Our collection, use and disclosure of personal data in connection with the Services is described in the Privacy Policy, which is incorporated into these Terms by reference. Our use of cookies and similar technologies is described in the Cookie Policy. By using the Services you acknowledge that you have read those policies.

Note that data recorded on public blockchains, including wallet addresses and transaction details, is public by design and is not controlled by Roundhouse; indexing publicly available on-chain data is a core function of the Services.

19. Disclaimers of warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL DATA, CONTENT, FEEDS, PROFILES, SCORES, OUTPUTS, SOFTWARE AND MATERIALS MADE AVAILABLE THROUGH THEM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR UNINTERRUPTED, ERROR-FREE OR SECURE OPERATION.

WITHOUT LIMITING THE FOREGOING, ROUNDHOUSE DOES NOT WARRANT THAT: THE SERVICES WILL BE AVAILABLE AT ANY TIME OR FROM ANY LOCATION; ANY DATA, ATTRIBUTION, TRUST SCORE OR STATISTIC IS ACCURATE, COMPLETE OR CURRENT; ANY AI-GENERATED OUTPUT IS CORRECT, SAFE OR FIT FOR ANY USE; ANY PAYMENT WILL VERIFY OR SETTLE; ANY API KEY, QU BALANCE OR FEATURE WILL REMAIN AVAILABLE; OR THAT DEFECTS WILL BE CORRECTED. YOU USE THE SERVICES, AND RELY ON ANYTHING OBTAINED THROUGH THEM, AT YOUR OWN RISK.

NOTHING ON OR IN THE SERVICES IS, OR SHOULD BE TAKEN AS, FINANCIAL, INVESTMENT, LEGAL, ACCOUNTING OR TAX ADVICE, OR AN ENDORSEMENT OR RECOMMENDATION OF ANY AGENT, MERCHANT, TOKEN, WALLET OR PROTOCOL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU TO THAT EXTENT.

20. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROUNDHOUSE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, DATA OR DIGITAL ASSETS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.

WITHOUT LIMITING THE FOREGOING, ROUNDHOUSE SHALL NOT BE LIABLE FOR: ANY INACCURACY, INCOMPLETENESS OR DELAY IN INDEXED DATA OR ATTRIBUTIONS; ANY RELIANCE ON TRUST SCORES OR OTHER INFORMATIONAL SIGNALS; ANY AI-GENERATED OUTPUT; ANY FAILURE OF A PAYMENT TO VERIFY OR SETTLE; ANY LOSS OF DIGITAL ASSETS, KEYS OR WALLET ACCESS; ANY ACT OR OMISSION OF A PUBLISHER, BUYER, FACILITATOR OR OTHER THIRD PARTY; OR ANY FAILURE, COMPROMISE OR CHANGE OF A BLOCKCHAIN, TOKEN, WALLET OR OTHER THIRD-PARTY SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF ROUNDHOUSE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND LICENSORS FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED SINGAPORE DOLLARS (S$100) AND (B) THE TOTAL FEES ACTUALLY PAID BY YOU TO ROUNDHOUSE FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS CAP.

NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, INCLUDING LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR ANY RIGHTS OR REMEDIES YOU MAY HAVE UNDER APPLICABLE CONSUMER-PROTECTION LAW THAT CANNOT BE EXCLUDED OR LIMITED BY AGREEMENT.

You acknowledge that the disclaimers and limitations in these Terms reflect a reasonable allocation of risk between you and Roundhouse, that they are an essential basis of the bargain, and that the Services would not be provided, or would be provided on materially different terms, without them, particularly given that substantial parts of the Services are provided free of charge and that we do not control the blockchains and third parties on which the Services depend.

21. Indemnification

You agree to indemnify, defend and hold harmless Roundhouse and its directors, officers, employees, agents, contractors and licensors from and against all claims, demands, proceedings, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Services, including use by any agent you operate or any person using your account or keys; (b) your User Content, listings and sales, including any claim by a buyer of your content; (c) your breach of these Terms or any incorporated policy; (d) your violation of any law or of any third party's rights; or (e) any transaction between you and another User or third party conducted through or in connection with the Services.

We may, at our own expense, assume the exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defence. You may not settle any such matter in a way that imposes any obligation or admission on Roundhouse without our prior written consent.

22. Suspension and termination

You may stop using the Services, and may close your account, at any time. Closing your account does not entitle you to any refund of fees paid or compensation for unused QU, except to the extent required by applicable law.

We may suspend, restrict or terminate your access to all or part of the Services, or any account, organisation, API key or feature, at any time and at our discretion, including where we reasonably believe that: you have breached these Terms or an incorporated policy; your use creates legal, security or operational risk; suspension is required by law or by a competent authority; or the relevant feature is being modified, suspended or discontinued. We may, but are not obliged to, give notice before or after doing so.

On termination of these Terms as to you: your licence to use the Services ends; your API keys are revoked and your remaining QU are cancelled without refund except to the extent required by applicable law; we may unpublish your User Content and listings; and we may retain and delete data in accordance with the Privacy Policy and our internal practices. Termination does not affect transactions already settled on-chain, which are outside our control, and does not relieve either party of obligations accrued before termination.

Provisions of these Terms that by their nature should survive termination do survive, including those addressing indexed public data, intellectual property, feedback, User Content licences (to the extent stated), disclaimers of warranties, limitation of liability, indemnification, governing law and jurisdiction, and general provisions.

23. Governing law and jurisdiction

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, the Services or their subject matter or formation, are governed by and construed in accordance with the laws of Singapore.

The courts of Singapore have exclusive jurisdiction to settle any such dispute or claim, and each party irrevocably submits to that jurisdiction and waives any objection to those courts on the grounds of venue or inconvenient forum. Nothing in this section prevents us from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect our intellectual property or confidential information, or to prevent abuse of the Services.

24. General

Entire agreement. These Terms, together with the policies incorporated by reference and any terms posted for a specific plan, grant or feature, constitute the entire agreement between you and Roundhouse concerning the Services and supersede all prior or contemporaneous agreements, representations and understandings on that subject. You acknowledge that you have not relied on any statement not set out in these Terms; nothing in this clause limits liability for fraud.

Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable or, if that is not possible, severed, and the remaining provisions continue in full force.

No waiver. No failure or delay by either party in exercising any right under these Terms is a waiver of that right, and no single or partial exercise of a right precludes its further exercise. A waiver is effective only if in writing.

Assignment. We may assign, novate or transfer these Terms, or any of our rights or obligations under them, in whole or in part, without your consent, including in connection with a merger, acquisition, corporate reorganisation or sale of assets. You may not assign or transfer these Terms or any rights under them without our prior written consent, and any attempted assignment in breach of this clause is void.

Third-party rights. Except as expressly stated in these Terms (including the protections extended to our directors, officers, employees, agents, contractors and licensors in the sections on limitation of liability and indemnification), a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of their provisions.

Force majeure. We are not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, governmental action, power or telecommunications failures, failures of blockchains, validators or other Third-Party Services, and denial-of-service or other attacks.

Notices. We may give notices to you by posting on the Site or through the Services, or by email to the address associated with your account, and such notice is effective when posted or sent. Notices to Roundhouse must be sent by email to legal@roundhouseai.io or in writing to our registered address, and are effective on receipt.

Relationship. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary or employment relationship between you and Roundhouse.

Language. These Terms are drafted in English. If these Terms are translated into any other language, the English version governs to the extent of any inconsistency.

25. Contact

Questions about these Terms, and all legal notices, privacy enquiries and complaints, should be directed to legal@roundhouseai.io.

Roundhouse AI Ltd., 101 Telok Ayer Street, #03-02, Singapore 068574.

Our other policies — the Acceptable Use Policy, Privacy Policy, Cookie Policy and Data & Risk Disclaimer — are available on the Site, and all of our legal documents are listed on the legal hub.