Terms and Conditions of Service

Last Updated: June 24, 2021

Introduction & Scope.

Welcome, these are the applicable Terms and Conditions of Service (hereinafter, the “Terms”) for the website available at www.ruoomsoftware.com (the “Site”).  This is a legal engagement which sets out the terms and conditions by which Ruoom Inc. (hereinafter referred to as “Ruoom”) will provide services to you or to the legal entity you represent ‘you’, ‘your’, and/or ‘yourself’. The terms ‘us’, ‘its’, ‘ours’ and/or ‘we’, as used herein, shall refer to us, Ruoom and/or our affiliates, assignees, successors and/or brands.  These Terms shall supplement our Privacy Policy (the “Policy”), incorporated herein by reference.

User Agreement & Acceptance.

By accessing our Site, you are agreeing to be bound by these Terms, which constitute a legally binding user agreement, along with any and all applicable laws and regulations. The Site’s accessibility to the user is solely provided for the user’s individual benefit.  If you are using our Site in representation of a corporate third party, you hereby represent and warrant that you have the necessary power and authority in order to execute this agreement.

BY USING OUR SITE, YOU REPRESENT AND WARRANT THAT YOU: (A) ARE OF LEGAL AGE OR LEGAL CAPACITY IN YOUR JURISDICTION; (B) AGREE TO ALL OF THE TERMS AND CONDITIONS STATED HEREIN; (C) HAVE THE RIGHT, POWER, AND AUTHORITY TO BIND YOUR REPRESENTED ENTITY OR THE AGENCY TO THESE TERMS AND CONDITIONS.

YOU ADDITIONALLY HEREBY ACKNOWLEDGE AND COVENANT TO ABIDE BY AND COMPLY WITH ANY APPLICABLE FEDERAL, STATE AND LOCAL RULES AND REGULATIONS APPLICABLE TO YOUR USE OF OUR SERVICES.  IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU ARE THEREBY PROHIBITED FROM USING OR ACCESSING THIS SITE.

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.  Our platform can also help them to charge their users via a third party payment processing system. 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 (collectively, the “Services”).

In order to use the functionalities and services provided, you will need to register for an account with us, thereby disclosing certain proprietary information, along with personally identifiable information.

Account Registration, Verification and Safety.

In order to use our Services, you must create an account, including all mandatory fields on the registration form.  You must provide accurate and complete information, and you hereby agree to keep secret the password chosen upon creating your account and not to communicate it to anybody.  If you lose or disclose it, you must promptly inform us.

You are solely responsible for the activity that occurs on your account and for keeping your password secure and confidential, and must notify us immediately of any breach or unauthorized use of your account.

Service Eligibility.

Ruoom does not provide its Services to persons under the age of eighteen (18).  Users under the age of eighteen (18) may not register an account with us, even with the express, unequivocal consent of their legal guardians. 

Accordingly, we reserve the right to request any and all applicable proof of identification and consent proof from our users, at any moment, without prior notice, and at our sole and final discretion.  Upon the failure to provide such proof of age, we reserve the right to immediately freeze, block or cancel the account, with no liability.

In compliance with the terms of the Children’s Online Privacy Protection Act (‘COPPA’), Ruoom does not knowingly collect or disclose any kind of information from any person under the age of thirteen (13), and will delete any related information thereto.  All of our users are otherwise prohibited from providing us with personally identifiable information of persons under the age of thirteen (13).

User Support.

If you have any questions or complaints regarding the Site or our Services, please contact us by email as indicated on our contact web page.  We will undertake commercially reasonable efforts in order to answer as quickly as possible.  You must provide us with full details of your service query so that we can clearly asses your concerns.

Please keep in mind that you need specific computer equipment, Internet connection, on-site power and network infrastructure in order to connect to, use and access our Services, for which we are not responsible.

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.

Billing and Subscription Terms.

Some of our Service plans may be offered via free trials, and most specific functionalities are accessible through a paid subscription account package.  The free trial version our Services may allow you to access part or all of the functionalities of our platform, but we may not offer customer support on such trials.

We will also require you to provide your full payment details in order to allow you to receive access to your temporary free trial.  Upon the end of the free trial term, you account will be automatically upgraded to a paid tier, unless you indicate us that you do not want to continue your free trial.

Our Site will indicate the payment options (e.g. monthly, quarterly or yearly).  Your subscription will automatically renew until before the end of the then current subscription period.  Your account will be charged for renewal prior to the end of the current period (e.g. on a 30 day period, billing will be done on the 31st day).  All information and personal data provided during a paid or free trial subscription will be treated as per the terms of our Policy.

You can change or cancel your current subscription during the active period, and you will be able to use the paid functionalities of the Services until the subscription period ends.  You can elect to upgrade, downgrade or cancel your subscription at any time, by accessing your account and following the necessary steps or by contacting us.

Payment Terms.

We rely on authorized third-party payment processors, such as Chargebee and Stripe, in order to bill you through a payment account linked to you, and henceforth you hereby authorize us to charge the pertinent fees through your indicated payment processing account. 

Such third party payment processors are also the ones that process, manage, operate and deliver the payments of your end customers, not Ruoom.  We only charge you your subscription fee.

Accordingly, Ruoom shall not be held responsible for any and all errors, fees and currency conversion fees by our payment processors, and you should review its terms and policies from time to time, which will govern the provision of services to you.

Disputes & Chargebacks.

You must provide us with valid and current billing information.  Except as expressly set forth herein, all payment charges are final and non-cancelable.  If we detect any chargeback or if any payment is not received by us or our payment processors for any reason, you will promptly pay us any and all amounts due to us upon notice.  Any failure or inability by us to process any payment hereunder does not relieve you from your payment obligations.

A chargeback is typically caused when a customer disputes a charge that appears on their bank or payment processing statement.  A charge-back may result in the reversal of a transaction, with the amount charged back to you.  You can be assessed charge-backs for: (i) customer disputes; (ii) unauthorized or improperly authorized transactions; (iii) transactions that do not comply with payment processor network rules or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by our payment processor or the institutions handling the transaction.

When a chargeback is issued, you are immediately liable to Ruoom for the full amount of payment of the chargeback, plus any associated fees, fines, expenses or penalties (including those assessed by our payment processor or the financial institutions handling the transaction).  Accordingly, you hereby represent and warrant that you expressly appoint Ruoom as your agent, with full power to recover these amounts by debiting your account or setting off any amounts owed to you by us.

If we are unable to recover funds related to a charge-back for which you are liable, you will pay us the full amount of the chargeback immediately upon demand; thus you agree to pay all costs and expenses, including without limitation, costs assessed by our payment processor, legal fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid charge-backs unpaid by you.

Refund Policy.

If you have a problem with your payment, please contact us as soon as possible.  As a general rule, we do not provide refunds, which may only be provided at our sole and final discretion.  Please include a description of the Service’s functionality in question, including the reason for your technical query, your name, address, account info and payment details.

Our refund policies apply only to our Services, and not to the services which you may provide to your customers from time to time. You should draft, prepare, review and implement your own refund and cancellation policies for your customers.  Please take notice that Ruoom should not be involved with internal decisions of your business, and that it will hold no liability whatsoever.

User Code of Conduct.

As our user, you agree not to undertake, motivate, or facilitate the use or access of the Site or the Services in order to:

  • Infringe these Terms, or allow, encourage or facilitate others to do so.
  • Plagiarize and/or infringe on the intellectual property rights or privacy rights of any third party, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.
  • Collect, receive, transfer or disseminate any personally identifiable information of any person without due consent from the title holder.
  • Republish, sell, rent or sub-license content or materials from the Site without our authorization.
  • Reproduce, duplicate or copy material from the Site without our authorization.
  • Use any automated or manual process to obtain, copy, process, access and/or use our Site or Services or any part therefrom to capture unauthorized data or content, for any purpose.
  • Enable, undertake, program or execute any type of system, computer program or technique in order to data-mine, retrieve, scrape, index or otherwise extract unauthorized information from Ruoom or any portion or data feeds therefrom. For purposes of clarification, such actions will include the use of persons, site search/retrieval applications, software ‘robots’ and ‘spiders’ and any analogous data gathering and extraction tools, regardless of the type and amount of information intended for extraction.
  • Use the our Services to disseminate any type of computer viruses, worms, defects, trojan horses or other items of a destructive nature.
  • Undertake any action that will or may cause an unreasonable load on Ruoom’s and/or its partners’ and affiliates’ technology or infrastructure, or otherwise make excessive traffic demands from Ruoom.
  • Intercept or monitor activity via our Site or Services, without our express authorization.
  • Otherwise reverse engineer, decompile or extract the proprietary code of the Site and our Services.

Account Suspension & Termination.

Ruoom encourages you to report violations of our guidelines and Terms.  Users undertaking conducts that may constitute a factual –or even alleged– breach of these Terms, including but not limiting, using automated mechanisms to make fraudulent communications, may become subject to immediate account suspension/termination, at our sole and final discretion, without notice and without responsibility.

We reserve the right, at our sole and final discretion, to deactivate, freeze, suspend or terminate any account upon any factual or alleged breach of these Terms.  You must notify us immediately of any change in your eligibility to use our platform, or if you suspect a breach of security or unauthorized use of your account.

You acknowledge and agree that we may report any activity that we believe may violate any law to law enforcement, regulators or other relevant third parties, and that any violation of the aforementioned provisions may result in the immediate termination of your access to the Site or our Services.

Newsletter, Opt-out.

The Site may allow you to subscribe to our newsletter service, which may be provided by us or through an authorized third party.  Through our newsletter, you may receive information according to your user preferences.  As our user, you will receive a conspicuous communication indicating your subscription thereof, and you will be able to select the amount and type of emails received by you.  If you wish to unsubscribe, you will find ‘unsubscribe’ and similar links on our electronic communications, and also in your account preferences.

No Spam Policy.

We reserve the right to screen any user generated content to locate and delete any spam or deceiving coupon, code, offer or link to any product or service.  We will not tolerate, and we will not allow others to undertake though our Services or Site, any and all massive delivery of unsolicited bulk communications to our users or to any third party, in compliance with the Controlling the Assault of Non-Solicited Pornography And Marketing Act (‘CAN-SPAM Act’).

Any commercial electronic communication that you receive from us our partners, licensors, suppliers and affiliates will require your prior consent to such communication.  Our commercial communications will include measures in order for you to stop receiving them, usually through an unsubscribe link.  Please see our Policy for more information.

User Licenses.

Limited License.  Ruoom grants you a limited, non-exclusive, revocable, royalty free and non-transferable license to utilize and access the Services.  You are prohibited from duplicating, re-engineering, reverse engineering, modifying or otherwise using the Services, in whole or in part.  Ruoom does not grant any express or implied right to you under any patents, trademarks, copyrights or trade secret information; and you shall have no right, either directly or indirectly, to own, use, loan, sell, rent, lease, license, sublicense, assign, copy, translate, modify, adapt, improve or create any new or derivative works from, or display, distribute, perform or in any way exploit any downloaded Services and computer applications, in whole or in part.

Proprietary Rights.

The trademarks, copyright, service marks, trade names and other intellectual property rights and proprietary notices displayed on the Site and the Services are the property of or otherwise are licensed to Ruoom and its licensors and affiliates, whether acknowledged (or not), and which are protected under intellectual property laws, including copyright laws and treaties and other jurisdictions throughout the world. 

Respective title holders may or may not be affiliated with us or our affiliates, partners and advertisers.  No section hereof shall be construed as intent to grant to you any right transfer or interest in the Site or our Services, in whole or in part.

You acknowledge and agree that any and all infringing use or exploitation of copyrighted content in the Site and/or the Services may cause us, our affiliates, licensors or content providers irreparable injury, which may not be remedied solely at law, and therefore our affiliates, licensors or content providers may seek remedy for breach of these Terms, either in equity or through injunctive or other equitable relief.

Digital Millennium Copyright Act (‘DMCA’) Notice.

In compliance with the DMCA, we inform you that Ruoomsoftware.com is the Designated Copyright Agent for DMCA Takedown Notices and intellectual property rights infringement policing though the Site, which you may contact by email at info[at]ruoomsoftware.com.  You can review the current DMCA text at the U.S. Copyright Office website.  Ruoom takes copyright infringement matters seriously, and is ready to remove any allegedly or factually infringing content displayed on the Site upon due notice and request by the title holder. 

The following procedure will apply for any content displayed through the Site that allegedly infringes the intellectual property rights of you or of any third party.  You must notify us of your claim with subject: “Takedown Request”.  Once received, Ruoom will study and consider your claim and, if it believes or has reason to believe any content on the Site infringes on another’s copyright, Ruoom may delete it, disable or otherwise stop displaying it.

Your notification claim must be in writing and must at least contain the following information: (i) your signature and identification, or the ones the person authorized to act on behalf of you or the title holder; (ii) a clear and concise description of the content of which its copyright has allegedly been infringed; (iii) contact information (e.g. address and email); and (iv) a statement, under penalty of perjury, indicating that you have a good faith belief that the information provided in your claim is true and accurate.

DMCA Counter Claim Notice.

Given our business model, our affiliates, advertisers, partners and third party syndicated content providers may be adversely affected due to a DMCA Takedown Notice.  Accordingly, upon receipt of any such notice, we will try to contact the content owner or webmaster of the affected site to uphold their right to a Counter Claim Notice, under Sections 512(g)(2) and (3) of the DMCA.  To file a Counter Claim Notice, please contact our Designated Agent indicated above, in writing, and with a Counter Claim Notice containing the following information, at a minimum: (i) express identification of the content that we may have or have removed from our Site and section or domain it was displayed; (ii) contact information, such as your address and your email address; (iii) a signature and identification of the title holder and/or the person authorized to act; and (iv) a statement indicating that you swear, under penalty of perjury, that you have a good faith belief that the information provided in the Counter Claim Notice is true and accurate.

Third-party Websites and Content.

From time to time, our Site and Services may contain hyperlinks to other websites.  These links are for your personal convenience and to provide you with further information which may be of interest to you.  The provision of such links does not imply any endorsement of such third-party websites (or their products and services).  Please review the applicable terms and policies of such websites, including their privacy and data collection practices.

We may place ads and promotions from third-party sources in the Site.  Accordingly, your participation or undertakings in promotions of third-parties other than Ruoom, and any terms, conditions, warranties or representations associated with such undertakings, are solely between you and such third-party.  Ruoom is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site.

Limited Guarantee.

End-user personal data is used to populate the Ruoom software platform and provide Ruoom’s customers with information on their client base for such things as marketing and client schedules.  Personal information is stored in a secure database hosted on Amazon Web Services (AWS).  Our business customers who migrate from a competitor will be able to send Ruoom their pre-existing user data using a secure file transfer protocol via AWS. Upon receipt of the user data, a Ruoom engineer will import the data into our database.

Ruoom shall make all commercially reasonable efforts to ensure that any interface or integration from a third party provider or system as part of the Services operates correctly.  Notwithstanding, you acknowledge that the successful operation of any interface or integration is dependent upon the technical set up of said third party systems, such as AWS.  Accordingly, you agree that: (i) Ruoom cannot be held liable for any failures in the operation of the interface or integration resulting from acts or omissions by you or the third party; (ii) Ruoom shall have no liability or obligation whatsoever to you in relation to the content on or use of, or correspondence with any third party website or service made available via the Services.

If an issue arises with regard to the effective operation of an interface or integration to a third party provider or system, Ruoom will use its commercially reasonable efforts to resolve the issue.

Affiliate Links.

From time to time, we will use affiliate links in order to promote our Services.  These efforts may include the display of our intellectual property on the web resources of third parties.  We review our affiliates, and strive to prevent any possible misrepresentation made by Ruoom on our behalf by our affiliates.

These efforts include, but are not limited to, prevent product and service misrepresentation, omission of information, bad faith, high-pressure sales tactics, spam, misleading ads or false promises.

We may purchase or register keywords, search terms or other identifiers for use in search engines, web portals, sponsored advertising services, social media or other search or referral service which are identical or similar to any of Ruoom’s and its competitor’s websites, platforms, content, trademarks or trade names.  Such content pieces may include the word “Ruoom “, “Ruoomsoftware.com” or any variation thereof. Please rest assured that we seriously undertake the development and implementation of marketing, advertising, and promotional activities in compliance with applicable laws, rules, regulations, or codes of practice relating to marketing, advertising, and promotional activities applicable under the Federal Trade Commission, the California Department of Consumer Affairs, and other authorities and regulatory bodies that fall under the jurisdiction(s) where we operate or target our business.

No Endorsement.

The images, texts, posts, information, photographs and other content and media displayed on or through the Site and our Services are not necessarily available and any results therefrom – which we cannot ultimately control – are out of our ultimate and complete scope.  Some or all of the images shown in the Site are licensed and/or purchased stock photos and are only shown for illustration purposes.  Some or all of the content displayed in the Site is undertook by external third parties, and does not reflect Ruoom’s opinions, nor do Ruoom, its affiliates, subsidiaries, officers, employees and agents guarantee its actual veracity or make any endorsement thereof.

You acknowledge and agree that Ruoom shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any SMS message or material or information created, obtained or accessible through the Services or Site.  Each registered user is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.

Changes to the Services.

Ruoom reserves the right to modify, amend, suspend, terminate, upgrade, update or otherwise modify these Terms, the Site and the Services, at any time and without notice.  Any changes will be displayed on the Site, and we may also notify you by email.  As a general rule, we will try to not diminish the functionalities available to your Service tier, and in the case of increased or newly available functionalities, we will inform you before their activation, including the timeframe to accept new payment terms.

Please refer to the last effective date where changes were last undertaken by us.  Your use of our Services after the effective date of any update– either by an account registration or simple use – thereby indicates your acceptance thereof.

Service Level Agreement.

For technical inquiries, please contact our tech support team.  Notwithstanding the foregoing, some of the Services and functionalities of the Site are offered by third party platforms such as Amazon Web Services, Naver Cloud, MailChimp, Chargebee, Stripe, Paypal, and I-Import Co., Ltd.  Accordingly, any and all functionalities of the Site are subject to their terms and conditions and Service Level Agreements, available online for your reference.

User Privacy.

By disclosing any data and personally identifying information to us, you agree to our Policy, including the collection, process, storage and disclosure of such personally identifiable information, including to our affiliates, partners and clients.  We will ask for your express consent, including for inclusion into our newsletters, updates, and follow ups.  For more information, please read our Policy.

Cookies.

Company may use cookies, web beacons, local shared objects and similar technology in connection with your use of the Site (“Cookies”). Cookies may have unique identifiers, and reside, among other places, on your computer, in e-mails we send to you, and on our web pages. Cookies may transmit information about you and your use of the Site, such as your browser type, search preferences, data relating to advertisements that have been displayed to you or that you have clicked on, and the date and time of your use. You can disable some (but not all) Cookies in your device or browser settings but doing so may affect your ability to use the Site.

Confidentiality.

Neither party shall disclose any Confidential Information to any third party except to its employees, attorneys, tax or accounting professionals who have a legitimate need to know and who have agreed to be bound by the provisions of a confidentiality agreement at least as stringent as the ones herein.  Each party shall further protect the Confidential Information to the same extent as it protects its own information of a similar type.

For the purposes herein stated, “Confidential Information” shall be defined as the digital, verbal and/or written disclosures, documents or communications, stored in either written, graphic, digital, optical electromagnetic form or in software as a service systems, commonly known as “the cloud”, e-mails, optical disks, memory cards or removable drives or any other means that can retain information.

Confidential Information shall not include, information that: (i) is in the public domain at the time of disclosure; (ii) becomes publicly available through no fault of the recipient party and without breach of these Terms, (iii) is already in the lawful possession of a party without restriction prior to disclosure; (iv) becomes rightfully known to a party without restriction from a source other than the disclosing party; or that (v) is required to be disclosed by virtue of an order of a competent court or a legal requirement; shall not be deemed Confidential Information.

California Residents Notice.

As indicated in the California Civil Code, Section 1789.3, our California users have the right to be made aware of this information: the Site is provided to you by Ruoom Inc.  For any inquires or complaints regarding the Site, please contact our customer service team at the address indicated in our website.  California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

User Representations and Warranties.

You hereby represent, warrant and covenant that: (i) your use of our Site and Services, and all your uploaded and used data shall be at all times compliant with these Terms and all local, state, federal and international laws and regulations applicable to you and your organization; (ii) you have obtained all necessary rights, releases and permissions to provide any data to Ruoom and its affiliates, licensors and agents; and to grant the rights granted to Ruoom in these Terms, including without limitation any intellectual property rights or rights of publicity, privacy and any use, collection and disclosure authorized.

Term, Termination.

The term hereof shall begin on the date that comes first among: (i) first access to the Site; (ii) your first access or execution of our Services; or (iii) Ruoom begins providing its Services to you.

The term hereof will automatically end on the earlier date of either your: (i) account deactivation, suspension, freezing or deletion; (ii) access termination or revocation for our Services; (iii) Ruoom’s termination of these Terms, at its sole and final discretion; (iv) the termination date indicated by Ruoom to you from time to time; or (v) Ruoom’s decision to make the Site or the Services no longer available for use, at its sole and final discretion.

Termination for Cause by Ruoom.

These Terms, along with any and all licenses granted hereof may or will automatically terminate if you breach any of the terms and conditions contained herein.  Upon termination for breach, your rights to use our Site, our Services and any information provided or generated thereby shall cease and you shall not be entitled to any compensation, credit, remedy or refund of any nature.  In this case, please contact our support department in order to initiate the process of receiving a backup copy of your user data, if any, subject to the terms and conditions of our providers, such as Amazon Web Services.

General Data Disclaimer.

Both you as our customer and Ruoom mutually acknowledge and agree that Ruoom will not be responsible for any damages or loss caused, or alleged to be caused, by the transmission of personally identifiable information prior to its encryption and receipt by Ruoom’s server(s), whether owned, controlled or leased.  Excluded damages will include, but will not be limited to, damages resulting from fraud, embezzlement, theft, identity theft, or invasion of privacy.

Export Control.

You acknowledge that the export, import and use of these websites are regulated by the U.S. and other governments and will comply with all applicable export control laws, rules and regulations, including the Export Administration Act and the regulations promulgated thereunder by the Department of Commerce and Department of Treasury. 

Disclaimer of Warranty.

To the fullest extent permissible under applicable law, the Site and the Services are provided to you “as is”, with “all faults” and “as available”, without warranty of any kind.  Ruoom, and its affiliates, clients, agents, officers, licensors and/or distributors, do not make, and hereby disclaim, any and all express, implied or statutory warranties, either by statute, common law, custom, usage of trade, course of dealing or otherwise, however arising, including implied warranties of description, quality, fitness for a particular purpose, non-infringement, non-interference with use and/or enjoyment. You additionally acknowledge and agree that any material obtained through the use of the Apps, the Websites and/or the Services is at your own risk and that you will be solely responsible for any damage to your computer, mobile phone or other device or any loss of data resulting from downloading or obtaining such material.

Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WHATSOEVER SHALL EITHER COMPANY OR ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, LICENSORS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, DATA, PROFIT, REVENUE, GOODWILL, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR UNAUTHORIZED ACCESS TO INFORMATION AND THE LIKE, EVEN IF EITHER PARTY OR AN AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR AN AMOUNT IN EXCESS OF THE TOTAL MONETARY AMOUNT ACTUALLY RECEIVED BY COMPANY. FROM CUSTOMER FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM.

These Terms provide you with specific legal rights, and you may have other rights that may vary from jurisdiction to jurisdiction.  Legislation of some states/countries does not allow certain limitations of liability, and henceforth this limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Indemnification.

You shall indemnify, hold harmless, and defend Ruoom, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized representatives, and the officers, directors and employees of each (jointly, the “Ruoom’s Indemnitees”) from and against any and all third party liabilities, claims, causes of action, suits, losses, damages, fines, judgments, settlements and expenses (including any and all reasonable outside attorneys’ fees and court costs) which may be suffered, made or incurred by any of such Ruoom’s Indemnitees arising out of or relating to:

  • any breach of any warranties, representations and/or covenants made by you hereunder (to the extent not arising substantially from any breach hereof by Ruoom);
  • any third party claim arising out of or in relation to Ruoom or use thereof in combination with your business platform, including without limitation, any claim that Ruoom violates, infringes, or misappropriates any proprietary or intellectual property right of any third party, including without limitation, any privacy right of any person, or violates any applicable law;
  • Any use or misuse of the Sites, App, or Services by you or any third party service you authorize to access or use such Services;
  • Any User Content you create, through the Sites, App, or our social feeds on third party social media platforms,

General Terms.

Assignment.  These Terms will inure to the benefit of any successors of the parties.  We may assign any rights or obligations hereunder to any current or future affiliated company and to any successor in interest.  Any rights not expressly granted herein are thereby reserved.  These terms will inure to the benefit of any successors of the parties.  We reserve the right, at any time, to transfer some or all of Ruoom’s assets in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.

Entire Agreement.  These Terms set forth the entire agreement between the parties hereof and may not be altered or amended except in writing signed by both parties.

Equitable remedies.  You hereby acknowledge and agree that if these Terms are not specifically enforced, Ruoom will be irreparably damaged, and therefore you agree that Ruoom shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of these Terms, in addition to any other available remedies.

Force Majeure.  Ruoom shall not be liable for any failure of performance on its obligations as set forth herein, where such failure arises from any cause beyond our reasonable control, including but not limiting to, electronic, power, mechanic or Internet failure.

Language.  These Terms may be translated into other languages, but English shall be and remain the official language of this agreement and in any conflict between the English language version and any other version, the English language version shall control.

Newsletters.  The Site may allow you to subscribe to our newsletter service, which may be provided by us or through an authorized third party.  Through our newsletters, you may receive information according to your subscriber preferences.  As our subscriber, you will receive a conspicuous communication indicating any subscription and you will be able to select the amount and type of emails received by you.  If you wish to unsubscribe, you will find ‘unsubscribe’ and similar links on our communications.

No Embargo.  You hereby represent and warrant that: (i) you are not located in a country that is subject to an international government’s embargo, or that has been designated by any nation’s government as a “terrorist supporting” country; and (ii) you are not listed on any government’s list of prohibited or restricted parties or activities.

No Waiver.  Failure by Ruoom to enforce any rights hereunder shall not be construed as a waiver of any rights with respect to the subject matter hereof.

No Relationship.  You and Ruoom are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.

Notices.  All notices and other communications given or made pursuant to these Terms must be in writing and will be deemed to have been given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified; (b) when sent, if sent by facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.  Each party agrees to receive electronic documents and to accept electronic signatures, which shall thereto be considered valid substitutes for hardcopy documents and hand inked signatures.

Severability.  If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties’ intention.  All remaining provisions of these Terms will remain in full force and effect.

Taxes.  You are responsible for complying with all tax obligations associated with your account.  It is important that you keep complete and accurate contact details in order for us to remit invoices, especially payment processing account details.

Electronic Notices. You agree to this license electronically. You authorize us to provide you any information and notices regarding the service (“notices”) in electronic form. We may provide notices to you (1) via e-mail if you have provided us with a valid email address or (2) by posting the notice on a website designated by us for this purpose. The delivery of any notice is effective when sent or posted by Company. Regardless of whether you read the notice or actually receive the delivery. You can withdraw your consent to receive notices electronically by discontinuing your use of the service.

Applicable Law.

You agree to submit to the applicable laws in the State of Texas, United States of America, which will govern these Terms and any claim, without regard to conflict of law provisions.  If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorney’s fees, court costs, and disbursements in doing so.

Dispute Resolution.

Applicability of Arbitration Agreement.  All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Ruoom that cannot be resolved informally shall be resolved by binding arbitration on an individual basis under the terms of these Terms.  Unless otherwise agreed to, all arbitration proceedings shall be held in English.  This arbitration applies to you and Ruoom, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under these Terms.

Notice Requirement and Informal Dispute Resolution.  Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (a “Notice”) describing the nature and basis of the claim or dispute, and the requested relief.  A Notice to Ruoom should be sent to our address as indicated in our contact section.  After the Notice is received, you and Ruoom may attempt to resolve the claim or dispute informally.  If you and Ruoom do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of the award shall also be limited by the Limitation of Liability section of these Terms, to the extent applicable.

Arbitration Rules.  Arbitration shall be initiated through Judicial Arbitration and Mediation Services (“AMS”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section.  If AMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. 

The AMS Arbitration Rules & Procedures governing the arbitration are available online at www.jamsdr.com, by calling AMS at 800.352.5267, or contacting them at U.S. East/Central Office, 71 S. Wacker Drive, Suite 2400, Chicago, IL 60606.  The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules.

Any hearing will be held in a location within 100 miles of Ruoom’s business premises, unless you reside outside of the USA, and unless the parties agree otherwise.  If you reside outside of the State of Texas or the USA, the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings, as detailed herebelow. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

Additional Rules for Non-Appearance Based Arbitration.  If non-appearance-based arbitration is elected, the arbitration shall be conducted by telephone, reputable video conference based tools and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration.  The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

Time Limits.  If you or Ruoom elect to pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AMS Rules for the pertinent claim.

Authority of Arbitrator.  If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Ruoom, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AMS Rules, and the Terms.

The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Ruoom.

Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration.

Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in the City of Austin, State of Texas, United States of America, for such purposes.

Waiver of Class Actions, Non-Individualized Relief. You acknowledge and accept that claims brought against Ruoom shall be only on an individual basis and not as a plaintiff or class member in any possible future class or representative action or similar proceeding.  Unless otherwise agreed by you and Ruoom, you may not adjoin or consolidate any claim with more than one person’s; and you may not otherwise supervise or take over any form of a class, representative or consolidated proceeding.

Waiver of Jury Trial. The parties herein waive their constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes be resolved by a competent judge.

Contact.

If you have any questions or comments about us, our Site, our Terms and/or these Terms, 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.