5 Revenue Generation Tips While the Studio’s Closed

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Disclaimer: Affiliate links are used in this blog post.  Please see our Affiliate Links policy in our Terms & Conditions page for additional details.

Fitness studios across the globe have closed their doors amidst the spread of COVID-19. Businesses need to adapt and shift their business model to stay afloat. The evolution of the virtual gym, live yoga classes online, and the Zoom workout have become the new normal in the fitness industry seemingly overnight. While everyone is feeling the brunt of lockdown, group fitness instructors and studios are finding ways to generate revenue while the studio is closed. By connecting with people and keeping clients engaged, fitness studios can continue to support their members during this difficult time.

Through creativity and innovation, studios can not only stay afloat during the coronavirus pandemic but come out on top. Many fitness entrepreneurs and studios have already jumped at the opportunity, shifting to a new strategy. Dryft (rebranded as Recess TV) started off as the world’s first “mobile fitness” studio in San Francisco. The boutique fitness studio focuses on strength training and rowing during its workouts. Now, Recess TV has gone virtual and created their own sleek video on demand platform offering a wide range of online fitness classes. With a focus on corporate and group workouts, Recess TV continues to generate revenue by purchasing tokens to enroll in a class, starting at $12 for 100 Tokens to $257 for 2,500 tokens. There are options to participate in a donation yoga classes where funds go directly to the instructor. 

Another business that was quick to pivot its strategy is India-based Fitternity. The online marketplace for fitness services in India rapidly switched to online services. They now offer:

  • Online classes
  • Video on demand services
  • One-on-one coaching
  • Video consultation offerings

Fitternity has only seen a 20% drop in active user numbers and charges 60-70% of their standard in-person fee.

These are just two examples of fitness brands that quickly made the adjustment to a new way of doing business. If you’re feeling overwhelmed by everything that’s happening in the world or discouraged that you didn’t adjust quickly enough, you’re not alone. Regardless of where you are in the process, you can find other ways to generate revenue while your studio is closed that your clients will love and appreciate.

1. Video Classes

As we move through the reality that online fitness is here to stay, its a great business strategy to determine a way to monetize your online content. Video classes are a great way to continue providing expert guidance to your clients while generating revenue at the same time. There are a few options when it comes to online video classes. With both on-demand and live streaming video content, you can create full workout programs and more personalized fitness routines. 

Due to the coronavirus pandemic, many fitness businesses need to get content online fast. Tech companies will continue to evolve technology to meet consumer demand. If this pandemic has taught us anything, its that being agile and flexible is favorable to business longevity (Hi Zoom!). Our new service Ruoom Live makes it easier to stream live classes and on-demand videos. With a paywall, your audience can pay per stream or video, no commitment needed. This means your clients have complete flexibility to plan their workouts around their schedule. Our program will continue to evolve, change and pivot as we learn more about the consumer demands with online content. 

2. Retail Items

Selling retail items is a great way to make money from your existing customer base. It can be a powerful addition to your revenue stream. To get started, you need to get a feel for what your customers value. Think about offering a range of price tags so that you can get an idea of what price point lands well and move forward from there. When you sell merchandise, it comes with a seal of approval from you. Your clients can trust the product. Here are some retail ideas, some pandemic specific and others, typical retail: 

  • Custom facemaks
  • Private label hand sanitizer, wipes or other COVID hygiene products
  • BPA free custom Nalgene bottles
  • Activewear
  • Wholesale bulk supplements
  • Yoga mats
  • Custom resistance bands 
  • Protein bars and health snacks
Another option to retail revenue if you’re lacking funds or space for inventory is affiliate marketing. Though unlikely to generate a huge amount of money, setting up affiliate marketing partnerships can become beneficial for your brand long term. Links are easy to set up on your blog or website.

3. Virtual Coaching

As a fitness instructor or health and wellness coach who usually sees clients face-to-face, you can now take your coaching online. Virtual coaching means delivering expert guidance that your clients crave while sticking to social distancing guidelines. Whether it’s through Skype, Whatsapp, Slack, or Facebook, there are many ways to communicate with your clients. With virtual coaching, you can offer premium services that your clients will value, such as:

  • One-on-one coaching 
  • Nutrition coaching services
  • Personalized at-home workout routines
A silver lining to going digital is the potential reach to new markets. With everything online, a virtual health coach or fitness instructor no longer have location restrictions. As long as your customer has a wi-fi connection, you’re good to go. While this is a tough time, you could see this as a new opportunity to expand your marketing and turn your local customer base to a global one.

4. Home Workout Program

Home workouts have seen a massive uptick in demand in recent weeks and for a good reason. You have the opportunity to create detailed home workout programs to sell as a package for multiple users. This can include things like workouts, recipes, printables, calendars, and more. It could be a six-week online weight loss program, focused more on increasing strength with no-equipment exercises or even very specific like a calisthenics home workout plan. Generate leads by offering a free-trial or free resource on your website to gain interest and get conversion. You are now competing with thousands of other fitness instructors that also took their business online so standing out is more important than ever.

If you are savvy with video editing, you could created a guided home workout program through video tutorials using programs like our Ruoom Live offering that allows you to create individual courses that your customers can work through at their own pace. With a little bit of work upfront, you can develop a solution and package it, giving you some flexibility to generate revenue more passively with a published home workout video course for as long as it’s on the website. If you are looking for some free or inexpensive video editing services, check out our blog on 9 Of The Best Visual Tools For Creating Social Media Content for some suggestions.

5. Online Workshops

Another way to generate additional streams of income is through online workshops. Focus on developing online group training that targets specific skills like bringing your yoga workshop online. Find out what your clients and audience would value most by reaching out on social media with an Instagram Story poll, quick Facebook Live or email marketing such as Mailchimp surveys. Online workshops can cover all areas of fitness, from workouts and healthy eating tips to meditation and mindfulness

There’s also an opportunity to teach other fitness entrepreneurs industry tips and expert advice. With educational resources such as webinars, you can position yourself as in industry leader and offer paid courses that will bring in revenue to your business. 

Best Practice Suggestion: For online workshops and courses, the goal is to reach a broad audience. It has been increasingly crucial that digital content is accessible to a greater population. There are web content accessibility guidelines you can research to be in a better position to extend the reach of your online digital content. Roughly 15 to 20 percent of the global population has some form of language-based learning disability. In the US, around 14 percent of adults are illiterate, and many have elementary reading skills. Accessibility in digital content is relevant. Populations are evolving. A feature to consider incorporating into your digital content is text to speech. There are free online text to speech software tools. A text to speech communication app extends your audience’s reach. Text to speech reaches those with literacy difficulties, learning disabilities, reduced vision or vision loss, and those learning the language of your digital content. To learn more about accessibility in fitness, check out our blog, Why 2020 is the Year of Accessibility in Fitness.

The Bottom Line

The bottom line is that you need to leverage all additional revenue streams as much as you can. Yes, this is a difficult time. But, it’s an opportunity to reach a new audience and future-proof your fitness business. Get creative. Find ways to collaborate online with other professionals in your area of work. You never know, it might be something that completely works for your business. It will allow you to adapt and transform the way you work to remain current and at the forefront of the industry. 

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MASTER SAAS AND SERVICE AGREEMENT

This Master Software as a Service (“SAAS”) and Services Agreement (this “Agreement”) is entered into by and between Ruoom Inc., a Delaware Corporation with offices located at 823 Congress Ave #1881, Austin, TX 78701-9998 (”Company”) and the Customer (”Customer”). Company and Customer may be referred to herein collectively as the “Parties” or individually as a “party.”

WHEREAS, Company provides access to the Services to its customers; and

WHEREAS, Customer desires to access the Services, and Company desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. Access and Use
    1. Provision of Access. Subject to terms and conditions of this Agreement, Company hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein.
    2. Limited to Customer’s internal use. Company shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The number of Authorized Users will not exceed the number as set forth by the Customer’s active subscription plan.
    3. License. Subject to the terms and conditions contained in this Agreement, Company hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable license to use the Application during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
    4. Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
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    6. Suspension. Notwithstanding anything to the contrary in this Agreement, Company may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Services if: (i) Company reasonably determines that (A) there is a threat or attack on any of the Company’s Application; (B) Customer’s or any Authorized End User’s use of the Company’s Application disrupts or poses a security risk to the Company’s Application or to any other customer or vendor of Company; (C) Customer, or any Authorized End User, is using the Company’s Application for fraudulent or illegal activities; (D) Company’s provision of the Services to Customer or any Authorized End User is prohibited by applicable law.
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    8. Access. Customer agrees to allow Company to access all necessary technology and/or material to provide service.
  2. Term and Termination
    1. Term. This Agreement will continue indefinitely unless otherwise terminated in accordance with this section. A party may terminate the Agreement for material breach by the other party, provided that in each instance of a claimed breach: (i) the non-breaching party notifies the breaching party in writing of such breach within thirty (30) days of its occurrence and (ii) the breach is not cured within thirty (30) days of receipt of such notice.
    2. Termination. In addition to any other express termination right set forth in this Agreement either Party may terminate this Agreement, effective on written notice to the other Party, for any reason.
    3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Company’s Application and, without limiting Customer’s obligations, Customer shall delete, destroy, or return all copies of the Company’s Application and certify in writing to the Company that the Company’s Application has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
    4. Survival. This shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
  3. Customer Responsibilities
    1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
  4. Service and Support Levels
    1. Service Levels. Subject to the terms and conditions of this Agreement, Company shall use commercially reasonable efforts to make the Services available in accordance with the service set out in Exhibit A.
    2. Support. The access rights granted hereunder entitles Customer to the support services described on Company’s website located at www.ruoomsoftware.com for the duration of this Agreement.
    3. Transfer of Information. We may send your information outside of the country for services. You consent to allowing us to process your information and transfer it to others for the purposes of services.
  5. Fees and Payment
    1. Fees. Customer shall pay Company the fees (”Fees”) as set forth in Exhibit A without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in Exhibit A. If Customer fails to make any payment when due, without limiting Company’s other rights and remedies: (i) Company may charge interest on the past due amount at the rate of 18% per annum calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Company for all reasonable costs incurred by Company in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for two days or more, Company may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
    2. Taxes. All Customer will withhold Taxes from its payments to Ruoom Inc. and provide a withholding Tax certificate. Unless Customer provides a timely and valid tax exemption certificate, Customer will pay any invoiced Taxes for the Services. Without limiting Customer’s obligation to pay Fees, Customer will withhold Taxes if legally required. Customer shall also provide valid Tax Identification Number (TIN) if requested, failure to provide such may result in additional taxes as per tax laws of local governments, if any.
    3. Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Company may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Company with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest.
  6. Confidential Information
    1. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is/and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”).
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    3. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings.
    4. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  7. Intellectual Property Ownership; Feedback
    1. Company’s Application. Customer acknowledges that, as between Customer and Company, Company owns all right, title, and interest, including all intellectual property rights, in and to the Company’s Application.
    2. Customer Data. Company acknowledges that, as between Company and Customer, the Company’s privacy policy located here: Privacy Policy, shall govern.
    3. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Company’s Application, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), Company is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Company on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.
    4. Third Party API Integration. Kakao and Naver Cloud, provide Company with access to their application-programming interface (API) as part of the Service. Subject to the terms of Company’s agreement with Kakao and Naver, Company grants Customer a non-exclusive, nontransferable, terminable license to interact only with the Service as allowed by the API. Customer may not use the API in a manner--as reasonably determined by Company--that exceeds the capacity limits in the order, constitutes excessive or abusive usage, or fails to comply with any part of the API. If any of these occur, Company can suspend or terminate Customer’s access to the API on a temporary or permanent basis.
  8. Warranty Disclaimer
    1. Company warrants that the Services will conform in all material respects to the service set forth in Exhibit A when accessed and used in accordance with the Documentation. Company does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in Exhibit A. The remedies set forth in Exhibit A are Customer’s sole remedies and Company’s sole liability under the limited warranty set forth in this Section.
    2. THE FOREGOING WARRANTY DOES NOT APPLY, AND COMPANY STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
    3. THE COMPANY’S APPLICATION IS PROVIDED “AS IS” AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE COMPANY’S APPLICATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
  9. Indemnification
    1. Company Indemnification. (i)  Company shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (”Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (”Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights/US patents, copyrights, or trade secrets, provided that Customer promptly notifies Company in writing of the claim, cooperates with Company, and allows Company sole authority to control the defense and settlement of such claim.
    2. If such a claim is made or appears possible, Customer agrees to permit Company, at Company’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Company determines that neither alternative is reasonably available, Company may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
    3. This Section will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Company or authorized by Company in writing; (B) modifications to the Services not made by Company.
    4. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Company’s option, defend Company from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s [US] intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Company or authorized by Company in writing; or (iv) modifications to the Services not made by Company, provided that Customer may not settle any Third-Party Claim against Company unless Company consents to such settlement, and further provided that Company will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
    5. Sole Remedy. THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDIES AND COMPANY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL COMPANY’S LIABILITY UNDER THIS SECTION EXCEED $100.
    6. Limitations of Liability. IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED TWO TIMES THE TOTAL AMOUNTS PAID TO COMPANY UNDER THIS AGREEMENT.
  10. Miscellaneous
    1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid).
    3. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement except for any obligations to make payments, if and to the extent such failure or delay is caused by any circumstances beyond /such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    4. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    6. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of [or related to] this Agreement or the licenses granted hereunder [will/may] be instituted [exclusively] in the federal courts of the United States or the courts of the State of Texas, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    7. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Company. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    8. Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.
    9. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations, which would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
    10. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

IN WITNESS WHEREOF, in checking the box labeled “I acknowledge the Master Service Agreement,” the Parties here to have executed this Agreement as of the Effective Date.

EXHIBIT A

  1. DESCRIPTION OF SERVICES: Access to software as a service provided and hosted by Ruoom Inc, with functionality as specified on our website www.ruoomsoftware.com.
  2. FEES: Monthly or annual recurring subscription payments, as specified on our website www.ruoomsoftware.com at the time of purchase. Recurring payments will continue until such time as Customer submits notification of cancellation of service. Company is not required to submit notification of upcoming renewal payments. Company will submit notification of any fee increases 60 days prior to any such increase.