Privacy Policy

Last Updated: June 24, 2021

Definitions.

Privacy Policy shall be referred to as the“Policy”
Ruoom Inc. shall be referred to as“Ruoom” and “our”, “us” or “we”.
www.ruoomsoftware.com shall be referred to as the“Site”
A visitor or end user of our Site is referred to as“you”, “your(s)” or “yourself”.
Personally Identifiable Information shall be referred to as“PI”
Terms and Conditions of Service shall be referred to as“Terms”

In addition, the terms “collect”, “process”, “treat”, “use”, “share”, “disclose”, “divulge” and analogous words shall be referred to your PI and other data collected from our visitors and end users

Introduction & General Scope.

Welcome, this is the Privacy Policy and Personal Data Notice applicable for our website available at www.ruoomsoftware.com, encompassing its sub-domains and its mobile optimized versions.  We also recommend you read our Terms, along with any and all of our rules, guidelines and ancillary policies (if any), all included herein by reference.

Unless otherwise stated to the contrary herein, this Policy applies to this Site, and any website that references this Policy, any of Ruoom’s operated websites and platforms, as well as any data we may collect across partnered and unaffiliated websites.

This Policy also applies to PI collected through the mobile version of our Site, independently of the platform or browser you use to access it.

BY VISITING THIS WEBSITE AND/OR APPLICATION YOU CONSENT TO OUR COLLECTION AND USE OF YOUR PERSONAL INFORMATION AS DESCRIBED IN THIS PRIVACY POLICY, INCLUDING ANY UPDATES OR REVISIONS TO THIS PRIVACY POLICY. THIS POLICY DOES NOT APPLY TO INFORMATION COLLECTED BY ANY THIRD PARTY, INCLUDING THROUGH ANY APPLICATION OR CONTENT THAT CAN BE ACCESSIBLE FROM THIS WEBSITE.

Services Offered.

Ruoom provides, operates and manages a web-based application that helps businesses plan and manage their customer experiences by managing schedules and data for customers and their own staff.  The platform features a proprietary layout arrangement tool that optimizes space in physical rooms where you or your staff can provide events, classes and workshops. We also provide other online services, as indicated on our Site from time to time.

This Policy is freely available for your review prior to registration, and if you do not agree to its terms, your remedy shall consist of not registering an account, and exiting the web tab though which you visited our Site.

WHO WE ARE

We are a data Processor and Collector. We process data received from our website and application and take proportionate precaution in storing such information for short periods on our secure servers until permanently destroyed.

User Agreement & Registration.

As a user of our Site, you will be asked to create a profile with us, by clicking on the “I Agree” checkbox on the registration form or box or other similar means.  Through that action, you thereby acknowledge and agree to the terms of this Policy, which is and constitutes a legal, binding agreement between you and Ruoom.

The Ruoom team does every possible effort to keep your trust; and thus, we adhere to these general privacy principles, in order to defend your privacy:

  • Ruoom does not rent or sell your PI.
  • Ruoom does not divulge your contact information to third parties or other users without your consent.
  • Any PI that you give to Ruoom will be protected by industry standard technology and codes of ethics.

For purposes of this Policy, the Site shall be the initial point of contact between you and Ruoom and will serve as the point of collection of any personal data you may provide us.

As our user, you will normally be able to manage and select the quantity and type of PI you may reveal to us when using our Site, usually in your account settings.

We constantly try to develop our user experience, and continuously work in order to:

  • notify you concerning the ways in which your personal information may be utilized and shared (overseas included);
  • preserve the security and protection of your personal details; and/or
  • enforce the accessibility of your personal information in order for you to exercise your right of correction of said information.

Accordingly, by registering with us or otherwise using our products and services, you consent to the collection, transfer, processing, storage, and disclosure of your PI as described in this Policy.

Collection of Personal Information.

As a general rule, we collect both “Non-Personal Information” and “Personal Information” from our users:

  • “Non-Personal Information” includes information that cannot be used to personally identify an individual person, such as anonymous usage data, general demographic information that we may collect, number of clicks, platform types, preferences you submit and preferences that are generated based on the data you submit.
  • “Personal Information” includes information that can be used to personally identify an individual person, such as: name (first and last), email address, phone number, gender, address, date of birth, password, emergency contact name (first and last), personal contact information (e.g. phone number), payment information (i.e. sensitive card details are stored only by our payment providers Stripe and PayPal; and we store only the card name, expiration, and last 4 digits), tax identification number, other business information about your business, as well as names and email addresses of authorized individuals for the account.

Accordingly, you hereby represent and warrant to Ruoom that you have the necessary rights and authorizations required for the disclosure of any and all PI.  If you open an account with us representing a legal entity, you also represent and warrant that you have the necessary power and authorization.

We may also collect non-personally identifiable information via third party tools, such as aggregate user statistics, analytics, demographic information, and web site usage information.  As our user, you will generally be able to control and select the amount and type of PI you may disclose to us.

User Credentials.

Users may use their email address in order to open an account and login into the Site, along with other single sign on authentication services such as those provided by Facebook, Google and others.  Henceforth, the Site might provide an option of using your social media credentials and, thus, by such action, we will collect your PI as given by such third-party platforms, but never more than the PI these platforms disclose.  Collected PI will include, but will not be limited to, friend lists, email, image gallery, likes and other information.  If you close your social media account, or if you deauthorize our access, your access to our Site may be suspended.  For more information, please read the terms and policies of such third-party platforms.

Authentication and Fraud Detection 

In order to help protect you from fraud and misuse of your personal information, we may collect information about you and your interactions with Company Services. We may also evaluate your mobile phone or other access device to identify any malicious software or activity.

Purpose of PI Collection.

We will store your PI for the purposes of managing your collaboration with other users and clients, improve your user experience, send newsletters and contact you about inquiries for our services.  Overall, we use the collected PI to provide and improve our services.  Accordingly, we will generally collect, use and disclose your PI to:

  • Provide, operate, maintain, improve, and promote our platform and our products and services.
  • Verify your e-mail address and other account notices.
  • Arrange for shipping options and delivery worldwide.
  • Implement anti-fraud measures.
  • Develop, research, process, safeguard and improve our services.
  • Conduct research, analysis, and surveys.
  • Offer promotions, newsletters, send service-related announcements and contact you about inquiries for our products and services.
  • Investigate and prevent fraudulent transactions, unauthorized access to our services, and other suspicious activities.
  • Monitor and analyze trends, usage, and activities in connection with our products and services and for marketing or advertising purposes.

Ruoom will keep any collected PI only as long as it is necessary, with regard to the purpose of its processing.  This means that PI collected and processed for marketing and commercial purposes will be stored for as long as you have an active account, and for at least six (6) months after your account has been deleted or deactivated.

Upon the case of PI, which is stored by our sub-processors, the data will be stored on their secure servers as indicated on their respective privacy policies from time to time.

If you do not wish to disclose any or part of your PI to us, you may still be able to use some of the functionalities of our Site, though we will not be able to guarantee that you will be able to enjoy them at their fullest if you elect not to disclose it to us.

Disclosures to Business Successors.

If our business is sold or merges in whole or in part with another business that would become responsible for providing the Site to you, we retain the right to transfer your PI to the new business.  The new business would retain the right to use your PI according to the terms of this Policy as well as to any changes to this privacy notice as instituted by the new business

We will also retain the right to transfer your PI if our company files for bankruptcy and some or all of our assets are sold to another individual or business.

Third Party Tools and PI Processors.

In order to provide our services, we use third-party platforms and tools, such as those provided by PayPal, Stripe, I-Import Co., Ltd., Google, AWS, Charbee, Kakao, Naver Cloud,  and Amazon, among other providers.  Please be aware that such platforms are governed by their own terms, policies and personal data collection practices and policies.  Accordingly, by acknowledging your consent to this Policy, you are also acknowledging the applicable terms and conditions of such third-party platforms, which provide functionalities that include aggregated statistics.  Upon the case of any discrepancy or conflict among this Policy and the terms of them, the terms of the latter entities will govern.

We will keep a list of any sub-processors that will be involved in the processing of your PI due to the provision of our service and will inform you of any intended material changes concerning the addition or replacement of sub-processors before such changes are effective, thereby giving you the opportunity to object to such changes.

Service eligibility.

You must at least be eighteen (18) years of age, or older—to purchase our products and/or to use our services.  Ruoom does not knowingly collect any kind of information from persons under the age of thirteen (13).  If we learn or have reason to suspect that any user or that any client, project or customer data appertains persons under the age of thirteen (13), we will freeze and/or delete any PI under that user’s account, without prior notice and without responsibility.

Children’s Privacy

If you are a minor, please do not provide us or other website visitors with any personal information and do not use this website. We do not knowingly provide services or sell products to children. If we learn we have collected or received personal information from a child under 18, we will delete that information. If you believe we have any information from or about a child under 18, please contact us.

Lawful Disclosure of Personal Information.

We, or our affiliates, clients, contractors, licensors, officers, agents and/or representatives, reserve the right to allow access to any of your PI when we think it is reasonably important or when you violate the terms mentioned in this policy.  Hereafter, we will have the right to disclose any or all gathered PI and/or data, when the following circumstances arise: (i) if necessary under an applicable law; (ii) in reply to a legal demand  or subpoena from an agency of the law ; (iii) to protect ourselves and our affiliates from any legal third party claims and procedures that may be brought to us (inclusive of takedown notices); and/or (iv) to prevent or cause cessation of any undertakings that may be construed by us as having the ability to be or cause a predicament or hazard to us.

Newsletter Subscription.

Occasionally, we will ask you for express permission and approval to receive electronic messages in electronic format which are then sent to an electronic address and that contains a message asking recipients to participate in commercial activities such as newsletters, purchase of products, services and invitations to participate in surveys.

We will send you service-related announcements on occasions when it is necessary to do so.  For instance, if our service is temporarily suspended for maintenance, or a new enhancement is released, which will affect the way you use our services, we might send you an email.  Generally, you may not opt-out of these communications, which are neither commercial nor promotional in nature.

If you no longer wish to receive email update and other commercial communications and messages, you may opt-out of receiving them by following the instructions included in each update or communication.

Advertising, Opt-out Choice.

From time to time, we may use Google Analytics, Ad Words, Double Click and/or Ad Sense tracking codes, and other third-party software tools (such as remarketing codes) in order to collect information and marketing analytics about the manner in which you browse our platform and services.

The served ads will be targeted based on your previous browsing history and may include retargeting codes.  For example, third-party vendors may show you Ruoom’s ads on certain websites across the Internet, even after you leave our platform.  The collected information is anonymized, meaning it cannot be tracked back to individuals.  Using such tools, we learn how to optimize, and serve ads based on a user’s past visits, providing you with a better user experience.

Cookies, Automatic Data Collection and Related Technologies

Our Services uses “cookies” to enhance User experience. A User’s web browser places cookies on their hard drive for record-keeping purposes and sometimes to track information about them. Users choose to set their web browser to refuse cookies or to alert users when cookies are being sent. If this is done then note that some parts of the Site will not function properly. Our third-party advertisers use cookies to track your prior visits to our websites and elsewhere on the Internet in order to serve you targeted ads.

Additionally, our third-party vendors may use cookies and beacons to track your Internet browsing in order to serve you ads based on what they or us believe to be of interest according to your browsing activities and consumer preferences.  Henceforth, by using our services, along with our platform and websites, you hereby consent to such disclosure, treatment and storage of PI.  In order to enforce and uphold your right to privacy, you will always have the option to elect not to receive this type of advertising from us or third parties.

We collect cookies or similar tracking technologies. This means information that our website’s server transfers to your computer. This information can be used to track your session on our website. Cookies will also be used to customize our website content for you as an individual.

Disabling Cookies

Most browsers allow you to refuse to accept cookies and to delete cookies. The methods for doing so vary from browser to browser, and from version to version. Details on how to review your cookie settings and disable cookies on the most popular browsers are given on their respective websites.

Third Party Services.

Our Site may present our commercial partner’s hyperlinks as well as those of other third parties.  Once you have used these links to leave our Site, you should note that we do not have any control over that other website.  Therefore, we cannot be responsible for the protection and privacy of any information that you provide whilst visiting such sites and such sites are not governed by this privacy statement.  You should exercise caution and look at the privacy statement applicable to the website in question.

International Transfer Notice.

We have our headquarters in Texas.  Henceforth, your PI may be accessed by us or our affiliates, agents, partners, advertisers or third-party service providers in and our locations which may or may not be located in your country of residence, and you hereby consent to such access and transfer by simple disclosure.  All or Ruoom’s related entities are subject to the privacy practices set out in this Policy and any applicable jurisdictional legislation.

Notice to California Residents.

Pursuant to the California Consumer Privacy Act of 2018 (the “CCPA”), Ruoom Inc. and its affiliates hereto provide the following notice regarding the categories of PI that we have collected or disclosed within the preceding 12 months about California residents who are not employees, independent contractors, owners, directors, officers, or job applicants of Ruoom, or emergency contacts or benefits beneficiaries of the foregoing.

Henceforth, the CCPA provides Californians with the following rights:

  • Requests for Information:  you (or your authorized agent) can request a copy of your PI, including how we have collected, used, and shared your PI over the past 12 months (if any), including the categories of PI we collected and our purposes for doing so; the categories of sources for that information; the categories of third parties with whom we shared it for a business purpose and our purposes for doing so.
  • Your Right to Opt Out of Sales:  We do not sell your PI; thus, we don’t offer opt out notices.
  • Your Right to Notification:  under the CCPA, we cannot collect new categories of PI or use them for materially different purposes without first notifying you.
  • Nondiscrimination for exercising your CCPA Rights:  the CCPA prohibits us from discriminating against you for exercising your rights under the law.  Such discrimination may include denying services, charging different prices or rates for services, providing a different level or quality of services, or suggesting that you will receive a different level or quality of goods or services as a result of exercising your rights.
  • Your Right to Delete PI:  you can request that we delete your PI by closing your Ruoom account.  You also can request that we delete specific information, and we will honor such requests, unless a due exception applies, such as when the information is necessary to complete a transaction, verify a fraud, review a chargeback or contract for which it was collected or when it is being used to detect, prevent, or investigate security incidents, comply with laws, identify and repair bugs or ensure another consumer’s ability to exercise their free speech rights or other rights provided by law.
    • Please take into consideration that we may deny your deletion request if retaining the PI is necessary for us, our affiliates or our service providers in order to:
      • Complete the transaction for which we collected the PI information, provide a good or service that you requested, take actions reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform our contract with you;
      • Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities;
      • Debug our products to identify and repair errors that impair existing intended functionality;
      • Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law;
      • Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 seq.);
      • Enable solely internal uses that are reasonably aligned with consumer expectations based on your relationship with us;
      • Comply with a legal obligation that has substantive grounds;
      • Make other internal and lawful uses of that information that are compatible with the context in which you provided it.

Overall, we have, may collect or will collect the following categories of PI from our users, customers and individuals, as necessary to fulfill our legal obligations and operational business purposes:

  • Personal information, as defined in the California customer records law, such as contact information and financial information;
  • Identifiers, such as online identifier, IP address and name;
  • Financial information, such as transaction information and history and securities trading information and history;
  • Internet or network activity information, such as browsing history and interactions with our and other websites and systems;
  • Geolocation data, such as device location and IP location;
  • Audio, electronic, visual and similar information, such as video recordings created in connection with our business activities, such as multimedia content; and

Inferences drawn from any of the PI listed above to create a profile or summary about, for example, an individual’s preferences and characteristics.

GDPR Notice and your Rights as Data Subject.

For the purposes of the GDPR, in the European Union, Ruoom is a “data controller” of the PI you provide to us for the primary purposes of providing you with our services.

For our European Union customers and users, by clicking the “I Accept” button or otherwise accepting the terms and conditions of our services through a clickable action or similar action, you hereby acknowledge, agree and unequivocally consent to the collection, process, management, treatment, transfer and authorized of your PI by Ruoom, its affiliates and authorized third parties.

The section below covers the certain situations that you, as data subject, and we as a data controller, are most likely to see, but you should also carefully review the full list of data subject rights here: https://gdpr-info.eu/chapter-3/.  You retain the right to access, amend, correct or delete your PI where it is inaccurate at any time.  To do so, please contact info[at]ruoomsoftware.com.

  • Right to be Forgotten: You can request us to be “forgotten”; that is, to have your entire PI removed from our service.  If we are asked to do this, we will remove any PI you we collected from you as requester.  We will also need to contact any third parties that process your PI on our behalf, such as our cloud service providers.  To ensure that any personal data in Ruoom’s possession can be removed in a timely manner, you can relay any request to be “forgotten” to us by submitting a request-
  • Right to Data Portability: Under the GDPR, our users located in the EU may request Ruoom to send them any PI in our possession.  In this case, we will provide you with any PI that you have in a commonly used, machine-readable format.
  • Right to Data Access: As a data subject, you can ask Ruoom to confirm how and where your PI is being stored and processed.  You also have the right to know how such that data is shared with third parties by us.
  • Right to Data Rectification: As data subject, you have the right to obtain from Ruoom, without undue delay, the rectification of inaccurate PI concerning you.
  • Right to be Informed: You have the right to be informed about the PI we collect from you, and how we process it.
  • Right to Object: You have the right to object to us processing your PI for the following reasons:
  • Processing was not based on legitimate interests or the performance of a task in the public interest/exercise of official authority (including profiling);
  • Direct marketing (including profiling);
  • Processing for purposes of scientific/historical research and statistics; and
  • Rights in relation to automated decision-making and profiling.
  • Automated Individual Decision-Making and Profiling: You have the right not to be subject to a decision based solely on automated processing, including profiling, which produces legal effects concerning you or similarly significantly affects you.
  • Right to Complain: You have the right to file a complaint with supervisory authorities if your information has not been processed in compliance with the GDPR.  If the supervisory authorities fail to address your complaint properly, you may have the right to a judicial remedy.

Your privacy request must include, at the least, the following information: (i) your complete name, address and/or e-mail address in order for us to notify you the response to your request; (ii) attached documents establishing your identity; and (iii) a clear and concise description of the PI with regard to which you seek to enforce any of your privacy rights.  If you request rectification, please indicate amendments to be made and attach documentation to back up your request.

Upon receipt of your privacy request, and after due review, we may then edit, deactivate and/or delete your PI from our services within thirty (30) days.  In case of secure databases under our control where deletion is impossible, we will make such information permanently inaccessible.

Data Retention

Our data retention policies and procedure are designed to help ensure that we comply with our legal obligations in relation to the retention and deletion of personal data. Personal data that we process for any purpose or purposes shall be kept until such time as we receive a request for deletion from you. This time period shall not exceed eighteen (18) months.

Notwithstanding the other provisions, we will retain your personal data where such retention is necessary for compliance with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person.

Nevada Residents

Under Nevada law, certain Nevada residents may opt out of the sale of “personally identifiable information” for monetary consideration to a person for that person to license or sell such information to additional persons. “Personally identifiable information” includes first and last name, address, email address, phone number, or an identifier that allows a specific person to be contacted either physically or online.

We do not engage in such activity; however, if you are a Nevada resident who has purchased or leased goods or services from us, you may submit a request to opt out of any potential future sales under Nevada law by emailing us. Please note we will take reasonable steps to verify your identity and the authenticity of the request. Once verified, we will maintain your request in the event our practices change.

Governing Language.

From time to time, this Policy may be translated into other languages for your convenience.  The English language version of each of these documents shall be the version that prevails and governs your use of Site and our products and services.  Upon the case of any conflict between the English language version and any translated version, the English language version will prevail.

Amendments to this Policy.

Periodically, and at the final discretion of ourselves, we may update, change, suspend and/modify or our Site, our services, this Policy and/or our Terms, in whole or in part.  We hereby reserve such right in order to operate our business and protect ourselves.  Your use after any changes indicate your acceptance thereof and we will post a notice regarding such changes on our Site and may also write an email to you or otherwise notify you.

Contact.

If you have any questions or comments about us, our Site, our Terms and/or this Policy, please contact us at:

Ruoom Inc.,
823 Congress Ave #1881
Austin, TX 78701

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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.
    5. Reservation of Rights. Company reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in the Company’s Application.
    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.
      1. Company shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Company shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
    7. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Company may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Company and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Company. Customer acknowledges that Company may compile Aggregated Statistics based on Customer Data input into the Services.
    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 Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company’s income.
    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”).
    2. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party.
    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.