Last Modified: January 2019 Version 3.0
The RoomAgree Terms of Service (the “Terms” or “Agreement”) is a legal agreement between you, either an individual or a single legal entity (“You” or “you” or “Your” or “your”), and RoomAgree service (“RoomAgree” or “Product” or “we” or “our”). These Terms govern your use of RoomAgree, including any updates and accompanying written documentation.
Your use of the RoomAgree service constitutes your binding legal agreement to these Terms, which are subject to change at any time by RoomAgree Ltd. If you are not legally able to be bound by these Terms, your use of RoomAgree is prohibited.
Your Data and Privacy
By using RoomAgree, you grant us permission to use your service usage statistics to provide product features and to technically administer the service itself. Product features include items like storing / updating your data etc. Technical administration includes all architectural decisions we make and activity we do to deliver the RoomAgree service for you, such as, the number of file copies we maintain for backup and service reliability, how we store data, or the connectivity we establish to your devices, etc. This permission also extends to trusted third parties we may work with to deliver the RoomAgree service.
RoomAgree may also contain links to other third party websites or resources. Your use of the third party materials is governed by their terms and not this Agreement. We are not responsible for or endorse these third parties.
You are responsible for maintaining and protecting your data in RoomAgree.
RoomAgree is not responsible for any loss or corruption to your files or information or for backing up such information. All data be it basic data entered or used with any of the tools on offer is your responsibility. RoomAgree will not accept any liability for any data held within RoomAgree.
RoomAgree is not intended for use by persons under the age of 18 years old, by accepting these terms you represent that you are at least 18 years old.
Accounts, Passwords and Security
You must be a registered user to access this service and any of the products included.
Individual users must register using their legal name and entity users must register under the legal name of their entity. You are responsible for keeping your password private and secure, and are prohibited from sharing your login and password with others. You will be solely responsible and liable for any activity that occurs under your user name.
Acceptable Use and Conduct
You are solely responsible for your conduct and your data content uploaded or otherwise placed into RoomAgree. We are not responsible for the legality and appropriateness of information in RoomAgree which you may be able to access or view through your use. You agree to indemnify, defend, and hold harmless RoomAgree and its suppliers from any and all loss, cost, liability, and expense arising from or related to your data, your use of the Products, or your violation of these terms.
The Products are made available to you only for your personal or internal business use, which use must be in compliance with all applicable RoomAgree policies, laws, rules and regulations and must not infringe or violate third party rights. You may not make commercial use of the Products, including but not limited to selling, licensing, providing services, or distributing the Products to any third party.
Any unauthorised use of any RoomAgree computer system is a violation of these Terms and may also violate certain federal and state laws. Such violations may subject the unauthorised user and his or her agents to civil and criminal penalties. RoomAgree may immediate remove any content or data, or suspend or cancel accounts if it becomes aware of any misuse or illegal actions associated with an account or user, without prior notice to you.
You must use RoomAgree responsibly and in a way not interfere with the use, privacy or rights of others. When using RoomAgree, you must not, and must not attempt to, use the services to do any of the following things:
RoomAgree or upload data or information unless you have a legal right to the files or information; Probe, scan, or test the vulnerability of any system, or attempt to circumvent any security or authentication measures; Access, tamper with, or use non-public areas of RoomAgree or attempt to access or search RoomAgree through nonpublic interfaces
attempt to disrupt any user or network by sending a virus, malware, overloading, flooding, spamming, or mail-bombing
send unsolicited communications, promotions or advertisements, or spam;
send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
publish anything that is fraudulent, misleading, or infringes another’s rights misrepresent yourself or affiliation with an entity;
publish or share materials that are offensive, defamatory, or unlawful;
Changes to RoomAgree’s Products and Terms
RoomAgree reserves the right at any time to modify, suspend, or discontinue providing the Product or any part thereof in its sole discretion with or without notice.
RoomAgree reserves the right at any time to modify these Terms in its sole discretion, without liability to you. This Agreement, as amended, will be effective upon use of the RoomAgree Products for all existing users immediately after posting of any amended terms on the RoomAgree.com website. You agree to be bound by this Agreement, as modified. If you do not agree to any changes to the Terms, you must stop using RoomAgree and terminate your account immediately.
License to RoomAgree
Subject to the terms and conditions of this Agreement, RoomAgree grants you a non-exclusive, non- transferable, sub-licensable limited and revocable license to use the Product (including but not limited to the client software) and to use the RoomAgree Products for the sole and exclusive purposes of your personal or internal business purposes. Certain third party code may be provided with, or contained in, the Product. The third-party license terms accompanying such code, and not the terms of this Agreement, will govern your use of such code. RoomAgree reserves all other rights to its Products.
The Products and their structure, organisation, source code, and documentation contain valuable trade secrets of RoomAgree and its licensors, and accordingly you agree not to (and agree not to allow third parties to) (1) sublicense, transfer, or distribute any aspect of the Products or any derivative thereof to any third party, (2) modify, adapt, translate, or prepare derivative works from the Product, (3) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Product, (4) extract portions of the software’s files for use in other applications, or (5) remove, obscure, or alter RoomAgree’s or any third party’s trademarks or RoomAgree rights or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Products.
You agree that RoomAgree shall have the right to automatically and without notice renew your license to continue to use the Products upon expiration of your license period. You agree that if you elect to not permit RoomAgree the right to automatically renew your license to use the Products or maintain your credit card information on file, RoomAgree may terminate your license.
You acknowledge that RoomAgree or third parties own all rights, title and interest in and to the computer source code related to the Product, portions thereof, software or content provided through or in conjunction with the Product, including without limitation all intellectual property rights. Except for the license granted in this Section, all rights in and to the Products are reserved, and no implied licenses are granted by RoomAgree.
If you have comments on the Products or ideas on how to improve them, please visit the support area of the website. Please note that by doing so, you also grant RoomAgree a perpetual, fully paid, royalty-free, irrevocable, transferable license, with right of sublicense, to use and incorporate your ideas or comments into the Products (or third party software, content, or services), and to otherwise exploit your ideas and comments, in each case without further compensation.
When using RoomAgree, you must respect the intellectual property rights of others. We will respond to any notice of alleged copyright infringement if they comply with the law and are properly reported to us through the DMCA process.
Pricing Terms and Conditions
RoomAgree offers you the option of increasing your user base space beyond the free amount for a fee.
RoomAgree accepts BACS payments. If any fee is not paid in advance, RoomAgree reserves the right to revoke access to your RoomAgree account and reserves the right to use our discretion to restrict your account within the limits of the free usage rules.
The fees for your Account will be billed from the date you elect, or convert to, an Upgraded Account and on each monthly anniversary until you cancel your account. You may view this by clicking on the link on your “Account” page to see the commencement date for your next renewal period. RoomAgree will automatically bill you each month. You acknowledge that the amount billed each month or year may vary for reasons that include, differing amounts due to promotional offers, differing amounts due to changes in your account, or changes in the amount of applicable taxes, and you grant us authorization to bill you for the aforementioned varying amounts. RoomAgree may also periodically bill you in anticipation of account or related charges. All fees and charges are non-cancelable and non-refundable and no credits will be given for partially used periods.
RoomAgree may change the fees and charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes by email or on the website.
Cancelling Your Account
Your RoomAgree chargeable usage will continue in effect unless and until you cancel your chargeable Account or we terminate it. You must cancel your chargeable Account before it renews each month or year in order to avoid billing of the next month’s fees. RoomAgree will bill the monthly fees associated with your Upgraded Account plus any applicable tax to the credit card you provide to us.
You may cancel your RoomAgree chargeable Account at any time, and cancellation will be effective immediately. If you wish to cancel your chargeable Account you may do so via your “Account” page. Should you elect to cancel your chargeable Account, please note that you will not be issued a refund for the most recently (or any previously) charged monthly fees.
By signing up for a RoomAgree Upgraded Account and providing RoomAgree with your payment account information, you hereby agree to these payment terms and conditions.
RoomAgree allows you to store a certain amount of free of usage. RoomAgree reserves the right to change the amount of free storage or terminate Free Accounts at any time. RoomAgree may, at times, award your account additional free storage through various promotions, such as a referral program. You must follow the rules and restrictions of any such promotion to be eligible for additional storage. All free storage on your RoomAgree account is subject to the same restrictions contained in these terms. Without limiting the generality of the foregoing, if a Free Account is inactive for a significant period of time, RoomAgree may delete any or all of Your Files. At least 30 days notice will be provided to the associated email address(es) on a RoomAgree account in the event of changes to the amount of free storage, account termination for any reason other than abuse, or deletion of data due to inactivity.
Term and Termination
This Agreement is effective upon any use and remains in effect until your account is terminated. Terms which by their nature extend beyond termination shall survive termination of this Agreement.
Your right to use RoomAgree automatically terminates if you fail to comply with these Terms. RoomAgree reserves the right to refuse or discontinue participation to any user at any time at its sole discretion. You agree that, upon such termination, you will discontinue all use of the Products and that your access rights will immediately terminate.
If this Agreement terminates, other than for your failure to comply, RoomAgree will use commercially reasonable efforts to make your Data available for you by request only for a period of fifteen (15) calendar days. RoomAgree has no obligation to provide you with a RoomAgree of your Data and may remove and discard any Data.
Disclaimer of Warranties
THE PRODUCTS AND ANY THIRD PARTY SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. ROOM AGREE AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PRODUCTS, SOFTWARE AND SERVICE AND SUCH THIRD PARTY SOFTWARE OR SERVICES.
YOU UNDERSTAND AND AGREE THAT YOU USE THE PRODUCT, AND ALL THIRD PARTY SOFTWARE OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PRODUCT, AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE PRODUCT AND SUCH THIRD PARTY SOFTWARE AND SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND WHERE THAT IS IN EFFECT, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL ROOMAGREE, OR ITS SUPPLIERS, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE PRODUCT, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF RoomAgree HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF RoomAgree, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED (i) GBP 1 (ONE) IF NO AMOUNTS HAVE BEEN PAID BY YOU TO RoomAgree OR (ii) THE AMOUNT PAID BY YOU FOR ROOM AGREE IN THE THREE MONTH PERIOD IMMEDIATELY PRIOR TO THE CLAIM.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PRODUCT, FROM INABILITY TO USE THE PRODUCT, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PRODUCT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DEATH OR BODILY INJURY OR THE LIMITATIONS ABOVE AND IN THOSE JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You acknowledge and agree that the Product which is the subject of this Agreement, may be controlled for export purposes. You agree to comply with all British export laws and regulations. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any British export law or regulation. If you are located in a country subject to embargo by the government of the United Kingdom, you are not entitled to use RoomAgree.
Governing Law, Dispute Resolution, and Venue
THESE TERMS AND THE USE OF THE PRODUCT AND SOFTWARE WILL BE GOVERNED BY BRITISH LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PRODUCT OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE.
If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted which as closely as possible reflects RoomAgrees intent.
Entire Agreement and Assignment
You may not assign or transfer any of your rights or obligations under this Agreement. RoomAgree may freely assign its rights and obligations and this Agreement. Any attempted assignment or transfer in violation of the foregoing will be void.
All inquiries to RoomAgree about the Terms should be made by emailing the RoomAgree team via the website.