Terms and Conditions of Service
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’.
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.
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 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.
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.
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.
Ruoom provides, operates and manages a web-based application that helps fitness coaches and 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 fitness classes and workshops. We also provide other online services, as indicated on our Site from time to time (collectively, the “Services”).
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.
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).
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.
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.
We rely on authorized third-party payment processors 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. Sensitive financial details are stored only by our payment providers Stripe and PayPal. We store only the card name, expiration, and last 4 digits only.
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.
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 fitness 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.
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.
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.
User Generated Content License. You hereby grant Ruoom an unlimited, non-exclusive, sub-licensable, assignable, royalty-free, perpetual, irrevocable, for all the countries and territories through the world, right and license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly perform, publicly display and distribute such any content you may upload, disseminate, deliver, create or transfer any post, original audio file, message, chat, files uploaded, data inputted, e-mails sent, or otherwise any content delivered to Ruoom via the Site or the Services. You represent and warrant to Ruoom that you have all rights, authorizations or otherwise hold sufficient title for any and all content submitted to Ruoom as set forth herein.
Feedback License. You hereby grant Ruoom an unlimited, non-exclusive, sub-licensable, assignable, royalty-free, perpetual, irrevocable, for all the countries and territories through the world, right and license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly perform, publicly display and distribute such any suggestions, feedback, recommendations, comments and know how that you provide to Ruoom regarding the Site and Services.
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 Ruoom.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 firstname.lastname@example.org. 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.
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.
Seechum 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.
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 “, “Ruoom.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.
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, Dacast, and Thinkific. Accordingly, any and all functionalities of the Site are subject to their terms and conditions and Service Level Agreements, available online for your reference.
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.
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.
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.
You bear sole responsibility for your own exercise, diet and healthcare decisions. None of the tutorials, classes, workshops or recommendations from Ruoom (if any) should be performed or otherwise undertook without previous clearance from a physician or health care provider. Our Services are not a substitute for the advice of a medical professional or therapist, and the information made available on or through the Services or the Site should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition.
The information contained within Ruoom is not intended to provide specific physical or mental health advice, nor the practice of the physical therapy, medical, pharmaceutical and/or the infirmary professions or any other medical advice whatsoever, for any individual or company, and should not be relied upon in that regard. Neither Ruoom nor its affiliates, Pro-Users, agents, representatives, employees or officers are health and/or medical professionals, their advice (if any) is not meant as a substitute for medical advice, no doctor-patient relationship arises between you and Ruoom, and nothing on this Site or our Services should be misconstrued to mean otherwise.
We are not responsible for any personal fitness session experiences, whether they are hosted or not, whether they take place or not, whether they have any artistic or technical merit, or if they satisfy the personal tastes of your customers or any person.
For people in poor health or with pre-existing physical or mental health conditions, there may be risks associated with the fitness tutorials, classes, workshops and recommendations provided by Ruoom’s customers or Pro-Users (if any). Due to the existence of these risks, no one should not implement any fitness tutorials, classes, workshops or recommendations, nor any exercise or physical routine indicated or recommended by Ruoom’s customers or Pro-Users if such person is in poor health or has a pre-existing mental or physical health condition, or if such person is not currently able to assess whether he or she will be overall fit to take any fitness tutorials, classes, workshops or recommendations from any person or entity.
Specific Disclaimer for Ruoom’s Customers.
As Ruoom’s customer or Pro-User, when providing your own fitness services, please be aware of your surroundings and play safely. You agree that your use of Ruoom and play of any and all fitness, tutorials, classes, workshops or recommendations which you may provide to your end customers are provided at your own risk, not Ruoom’s, and it is your responsibility to maintain such health, liability, hazard, personal injury, medical, life, and other insurance policies as you deem reasonably necessary for any injuries that you or your customers may incur while providing your own fitness services or even while you are using our Services.
If any person chooses to implement any fitness tutorials, classes, workshops or recommendations (if any), such person does it at its own free will and accord, knowingly and voluntarily accepting all risks associated with such activities. Accordingly, as our customer or Pro-User, you hereby acknowledge and agree that neither Ruoom nor its affiliates, Pro-Users, agents, representatives, employees or officers have any obligation to review your mental and/physical health and/or status or those of your end customers.
Neither Ruoom nor its affiliates, Pro-Users, agents, representatives, employees or officers are responsible for any injuries or health problems which you or your customers may experience, or even death, as a result of implementing any fitness tutorials, classes, workshops or recommendations via Ruoom’s customers own professional services or even through our Services or Site.
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.
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.
In no event shall Ruoom, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized third party, be held liable for any special, indirect, incidental or consequential damages, including losses, costs or expenses of any kind resulting from possession, access, use, inaccessibility or malfunction of the Site or the Services, including but not limited to, loss of revenue, profits, business, loss of use or lack of availability of computer resources; whatsoever arising out of or related thereto, whether arising in tort (including negligence), contract, strict liability or other legal or equitable theory and whether or not Ruoom, its affiliates, clients, licensors and/or distributors have been advised of the possibility of such damages.
Limitation of Liability.
If a user suffers loss or damage as a result of Ruoom’s negligence or failure to comply with these Terms, any claim by such user against us will be limited in respect of any one incident, or series of connected incidents, to the fees paid by such user in the previous three (3) months or the amount of direct loss or damage suffered by the customer, whichever is less.
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.
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: (i) 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); and/or (ii) 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.
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.
You agree to submit to the applicable laws in the State of New York, 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.
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 any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled. 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 New York 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 New York, State of New York, 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.
Merchant Agreement Terms for Ruoom Live
The following Merchant Agreement Terms and Conditions of Service (hereinafter, the “Live Terms”) apply for the functionality of our Service called Ruoom Live (hereinafter, “Ruoom Live”), provided by software company, Ruoom Inc. (“Ruoom”) All defined terms used herein shall have the same meaning as set forth in our Terms and Conditions of Service (hereinafter, the “Terms”) for the website available at www.ruoomsoftware.com/live (the “Site”). Upon the case of any conflict among the Live Terms and the Terms, the Terms shall prevail.
Ruoom Live is a live stream and on-demand video service targeted to our fitness coaches, instructors, freelancers and similar users (the “Pro User(s)”), who can use it to record, store, deliver and exploit their instructional video content.
The following policy sets forth the terms and conditions upon which Pro Users can use Ruoom Live to create, promote and/or collect sales proceeds for live stream and on-demand video. By accepting the Terms of Service, you agree to the terms of this Merchant Agreement Terms for Ruoom Live without modification and enter into a binding contract with Ruoom Inc., which will be applicable when and if you use Ruoom Live to create, promote and/or collect sales proceeds for live stream and on-demand video.
Ruoom Live uses third party platforms to provide the live stream and on-demand video functionalities. For video hosting we use Dacast (https://www.dacast.com) for video paywall we use Thinkific (https://www.thinkific.com).
In this regard, Ruoom’s customers would be able to go to the Site to play the fitness videos via live stream and video on demand option, with Thinkific and Dacast handling the backend and Ruoom acting as the front-end in a pass-through model.
Henceforth, the terms and conditions of Thinkific and Dacast shall govern their service provision, along with their specific service level agreements, customer support, and other ancillary terms. For the avoidance of doubt, the Live Terms and the Terms and Conditions of Service of Ruoom will not apply, and upon the case of any service issues, service failures, inaccessibility, network issues, errors, mistakes, bugs, issues or any other type of problem, Ruoom will not be held liable to Pro Users or any other customer.
Notwithstanding the foregoing, we will undertake our reasonable commercial efforts in order to help our Pro Users and customers to enjoy the full Service of Ruoom Live.
Professional User Accounts
For our Pro Users who wish to provide their services to end consumers, we will request additional information required for our standard user accounts, including certain basic documentation in order to carry out minimum identity checks.
Overall, we may request the following information in order to review each Pro User and their contribution to our platform:
- Personal and professional information (e.g. name, physical address, telephone number, email address, utility bills, professional permit / license, proof of address, proof of professional registration or license).
- Proof of insurance for fitness instruction
- Ratings, testimonials, reviews and/or proof of experience and skill in the fitness industry.
- Application information such as service provider’s experience, skills, eligibility to work, and availability.
- Social media accounts.
- Credit and consumer checks and reports.
- Other information requested by our service and payment processing providers, including the use of third- party entities for ID, address and credit check.
Each registration will be reviewed to ensure that it fits into one of our supported Service categories. Some service categories will be incompatible with our offerings and may be rejected by us. We reserve the right, but not the obligation, to open and close service categories when we deem fit.
Pro User profiles should include information such as details of the services provided, images and videos, reviews, insurance information, and credentials.
In the future we may offer certain functionalities targeted to professional Pro Users, such as badges, advertising campaigns, profile enhancement and increased visibility. These functionalities will be optional, and will be ruled according to their terms, price and conditions, to be indicated by us from time to time.
Terms for Live Video and Video on Demand
The following terms apply to the live stream functionalities of Ruoom Live, where Pro Users will be able to post the tentative date, availability, length, number of participants and time-frames for live stream of their videos to our Site (each, a “Live Video”), along with the amount, length and category of video on demand (each, a “VoD”).
All VoD proposals will have a duration of either 15 minutes or 30 minutes and Live Videos will be hosted as required from Ruoom to the Pro User.
By providing a Live Video proposal, Pro Users are thereby representing and warranting to Ruoom and the end-consumer that they are duly skilled, qualified and available to undertake out the relevant Live Video, and that the Live Video will be an available, true, accurate and reasonable estimate of the service to be undertaken, based on the initial information provided by Pro Users to Ruoom and the end customers.
Pro Users will be able to submit the VoD files to Ruoom for review prior to publication. Ruoom will determine in each case whether each VoD content piece is compliant with our quality and technical standards (to be evaluated by Ruoom from time to time), and will provide any comments to Pro Users prior to approval. Once the VoD has been approved by Ruoom, such VoD will go through an editing and branding process by a video editor hired by Ruoom.
VoD files will remain hosted on our platform for the period of time and costs to be indicated by Room from time to time (if any).
Ruoom Live and use moderators and/or any monitoring technology to flag and remove any user generated content or other content deemed inappropriate, such as nudity or sexual content, violent or graphic content, hateful content, threats, harmful or dangerous content and copyright.
Misrepresentation of Live Video and VoD content by our Pro Users entails a breach of our Terms and is grounds for exclusion of such Live Video or VoD from any payout, removal of the Live Video and/or VoD from our platform, account suspension and even account deletion by Ruoom.
Pro Users will be subject to the user code set forth in our Terms and will refrain from any type of political and personal opinions on all Live Videos and VoD.
Pro Users will be able to limit the number of participants to serve on each Live Video (e.g. 5 for each session). We reserve the right to approve, reject or edit such proposals so at our discretion.
Once a customer has selected a Live Video / VoD option, they will make the payment via our Site as per our standard payment processing terms.
If Pro User becomes aware that their content is in infringement of other Parties’ copyrights, it shall remove the video or notify Ruoom for Ruoom to remove it as soon as practicable.
In the case of Live Videos, payouts will be a flat-rate only and they will be negotiated between the Pro User and Ruoom.
In the case of VoD, the following payout scheme shall apply:
Base Pay & Cost Share
Pro-User will receive a Base Pay for each VoD, after such Base Pay has been met, a revenue-sharing scheme will kick in, in which 80% of the price will go to the Pro-User while 20% will go to Ruoom until such VoD is taken down at the discretion of the instructor. Base Pay is negotiable depending on the experience of the Pro-User. Below is an example of a $15 & $20 Base Pay, respectively.
|Video Time||Base Pay||Standard price per VoD download/rental|
|Customer #||Pro User||Ruoom|
|1||$3 (Accumulated: $3)||$0|
|2||$3 (Accumulated: $6)||$0|
|3||$3 (Accumulated: $9)||$0|
|4||$3 (Accumulated: $12)||$0|
|5||$3 (Accumulated: $15)||$0|
|Customer #||Pro User||Ruoom|
|1||$5 (Accumulated: $5)||$0|
|2||$5 (Accumulated: $10)||$0|
|3||$5 (Accumulated: $15)||$0|
|4||$5 (Accumulated: $20)||$0|
The aforesaid scheme will apply for both one-time purchases and also for recurring subscriptions.
Payouts shall be made every Monday post a security hold of 7 working days from the end of the week in which live stream or VoD is delivered. Base payout will match with the weekly payout cycle, if the situation of revenue sharing arises before first payout, both payouts will be combined.
Ruoom only provides the Ruoom Live functionality for certain Pro Users in certain regions and using only certain currencies, to be evaluated by us from time to time.
Ruoom Live is only charged in USD, and all amounts collected may only be paid out to Pro Users in the same currency in which they are collected. Ruoom does not provide currency conversion services, nor is it responsible for any currency conversion fees, costs and expenses. Finally, different payment options or payment methods may be available to you depending on the currency in which you collect Event Registration Fees and your location as detailed here.
There will be no charge to customers if a Pro User cancels a Live Video streaming slot at least twenty-four (24) hours prior to the date on which a Live Video is scheduled to be commenced. In such case, Ruoom will process the refund to all customers, minus payment processing fees and network costs. It is made note that we shall not be responsible for any refunds if a customer misses any Live Video timeframe.
For taxation purposes, all Pro Users will need to provide Ruoom with their W9 form (for USA tax resident Users) or their W8-BEN form (for international Users). This information is not optional, and Pro Users must provide it in order for Ruoom to process any payout.
User Licenses for Ruoom Live
Ruoom Live License. Pro Users hereby grant Ruoom a limited, non-exclusive, transferable, revocable and royalty free right license for: (i) each Video Live stream; and (ii) each VoD content piece; under the terms, conditions and restrictions set forth in these Live Terms. The aforesaid license includes the right to either directly or indirectly, receive, store, edit, use, copy and/or display each content piece, and to communicate, publish and distribute any such content, in whole or in part, in order for Ruoom to provide its services to Pro User.
Notwithstanding the foregoing, the Pro Users represent and warrant that all VoD that have been approved, edited and branded by Ruoom will not be used, distributed, displayed or reproduced outside of the Site.
The aforementioned license shall be for the use by Ruoom through the Internet and other communication means, in order for Pro User to provide its Ruoom Live Services. Each Pro User represents and warrants to Ruoom that he/she has any and all rights, authorizations or otherwise hold sufficient title for any and all content submitted to Ruoom as set forth herein.
If you have any questions or comments about us, our Site, our Terms and/or these Terms, please contact us at:
450 Lexington Ave #1340
New York, NY 10163-1340
Date of last effective update is July 22, 2020.