Terms of Service
This is a Legal Agreement between you, a legal entity, as the Client, and Yarooms International SA, a Romanian company headquartered at Regele Ferdinand 22-25 3rd Floor, 400110 Cluj-Napoca, having Registration Number J12/5628/2022, EUID J2022005628124, Unique Identification Number / VAT Number RO36814476, as the Provider or Company,
Hereinafter collectively referred to as “Parties” and individually as the “Party”.
Effective from 01.10.2024, Yarooms International SRL, a limited liability company, has transitioned to Yarooms International SA, a joint-stock company. This change in legal structure does not affect the applicability of the existing Terms and Conditions which remain in full effect under the new entity.
1. Recitals
1.1 Company is the owner of the software “YAROOMS” (the “Software”).
1.2 Company owns and retains all the rights in and to the Software (including intellectual, proprietary and commercial rights), which are not transferred herein.
1.3 Client wants to obtain, and the Company has agreed to grant a license authorizing the use of the Software by the Client in accordance with this Agreement.
THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration as set forth herein, the Parties agree as follows:
2. Definitions
2.1 When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
2.1.1 Agreement means this document, any potential written Addendums concluded between the Parties at any time on the basis of this Agreement, and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement.
2.1.2 Addendum means any written document that will be concluded by the Parties on the basis and as an extension to the Agreement.
2.1.3 Content means any information provided by the Client on the Platform such as, but not limited to, any information regarding office locations, number and types of resources, any information regarding the scheduled meetings, including the meeting topics and participants; any personal data provided by the Client on the Platform. The Content will be available only to the user accounts created by the Client in their Tenant.
2.1.4 Foreground Information means all Information generated by the parties in the course of the execution and/or in relation with this Agreement, such as: any information regarding the Product, the Company’s and/or the Client’s business, the price of the agreement, any data that the Client will populate the Product with, any other information.
2.1.5 License is the Client’s right to use the Product, in accordance with the provisions of this Agreement.
2.1.6 Platform/Product means the version of the Software licensed to the Client, in accordance with this Agreement.
2.1.7. Order means the written addendum concluded between the parties that will stipulate details such as: term of the license, applicable fees, any limitations such as: number of users, locations and/or others.
2.1.8 Services means any potential additional services provided by the Company to the Client and related to the Product, in accordance with the terms of this Agreement.
2.1.9 Software means the software owned by the Company, named YAROOMS™.
2.1.10 Tenant means the logical segregation of the Client’s Content in the Platform, available only to the Client via a unique URL.
2.1.11 Terms of Service means this Agreement.
3. Object of the Agreement
3.1 Grant of License
3.1.1 Subject to the terms and conditions of this Agreement and the payment of any applicable fees (as stipulated in this Agreement), Company hereby grants to the Client, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferrable, limited right to use the Product in the course of its business, and for no other purpose whatsoever without the express written permission of the Company.
3.1.2 Client hereby accepts such License and agrees that it shall use the Product only in accordance with this Agreement and its Addendums and shall not transfer and/or resell the License, except with the Company’s prior written approval.
3.1.3. The right to use the Product is limited to the period for which the License is paid in advance and to the number of users, reservations or locations permitted by the License.
3.2 Additional services
3.2.1 Additionally, the Company will provide to the Client other Services in relation with the Product, if such services will be agreed upon in writing.
4. Duration
4.1 This Agreement will commence on the date the License is granted, as per Article 3 of the Agreement, and will continue in effect until otherwise terminated in accordance with the termination provisions listed herein. The term of each Order for the Product, Software and Services shall be set forth on the Order. Any Order subject to the terms of this Agreement shall have an initial term as specified in Order (“Initial Term”) and can be renewed for an additional term (“Renewal Term”) provided that Company offers a renewal order document to Client before the end of the current term and Client issues a purchase order to Company for such renewal.
5. Price and Payment
5.1 The price for the License is agreed upon by the Parties and confirmed by the Client by signing an Order.
5.2 The price shall be paid annually in advance. The Client agrees to pay Company for Product, Software and Services provided on the basis and at the rates specified in each mutually executed Order. Fees shall remain fixed for the entire term of the Order. All fees invoiced hereunder are due and payable within 15 days of the date of the invoice, if not otherwise stipulated in the Order. Unpaid fees are subject to a finance charge of 0.1% per day on any outstanding balance, or the maximum permitted by law whichever is lower.
5.3 In the event that the Client does not pay the amount due in term of 15 days after the invoice becomes due, the Company is allowed to:
5.3.1 Suspend the provision of the Services until the amount due is paid.
5.3.2 Suspend the right to use the Product.
5.4 All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities and payment processing intermediaries involved in the payments.
5.5 The following payment methods are supported: online card payment, bank transfer (SWIFT, SEPA), ACH.
5.6 Once a Purchase Order or any other order confirmation (collectively, the "Order") has been signed by the Client, it is understood to constitute a final and binding agreement to purchase the License and/or Services. As such, the Company will not provide a refund for any Order that has been signed by the Client, except as otherwise provided in this Refund Policy.
5.7 Exceptions to Refund Policy: Notwithstanding the above, the Company may, at its sole discretion, decide to provide a refund under certain exceptional circumstances. These may include, but are not limited to, situations where the products or services provided are not as described in the Order, or where the Company has otherwise failed to fulfill its obligations under the Order.
5.8 Application for Refund: If the Client believes they are entitled to a refund under the exceptions listed in Clause 5.7, they must submit a written request to the Company within 30 days from the date of the Order. The request must include the reasons for the refund request and any relevant supporting documentation. The decision of the Company with regard to any such refund request will be final and binding.
5.9 The Company captures the Client’s card details using an external payment gateway (Stripe) and stores a reference to the payment method for future payments. The Company does not store any card information other than the reference.
6. Acknowledgements and Warranty Limitations
6.1 The service is provided on an “as is” and “as available” basis.
6.2 The Provider does not warrant that Product will meet the Client’s specific requirements.
6.3 The Provider does not warrant the delivery and uptime of the Product will be uninterrupted, timely or error-free.
6.4 The Provider does not warrant the results that may be obtained from the use of the Product will be 100% accurate or reliable.
6.5 The Provider does not warrant the quality of any products, services, information, or other material purchased or obtained by the Client through the service will meet the Client’s expectations.
7. Client’s Rights and Obligations
7.1 Client is allowed to use the Product in the course of its business and for no other purpose whatsoever.
7.2 Client shall not:
7.2.1 sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Product;
7.2.2 sub-license and/or purport to sub-license any rights granted under this Agreement;
7.2.3 make any modification, adaptation, improvement, enhancement, translation and/or derivative work from the Product;
7.2.4 decompile, disassemble, reverse engineer, or attempt to decompile, disassemble or reverse engineer, the Product;
7.2.5 remove any product identification or proprietary rights notices of the Product or Documentation (including any notice of copyright or trademark);
7.2.6 publish any performance or benchmark tests or analysis related to the Product;
7.2.7 otherwise use the Product except as expressly provided in this Agreement; in this respect, the Client shall use the Product only for the purposes that was designed and intended for;
7.2.8 use the Product for any illegal activity. In this respect, the Client shall respect any applicable law, rule or regulation in connection with the use of the Product;
7.2.9 use the Product in order to create a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any products, services and/or software offered by the Company;
7.2.10 use, reproduce or alter any logos or trademarks regarding the Product or any materials issued, downloaded or distributed in conjunction with the Product (whether or not such logos or trademarks are the property of the Company);
7.2.11 take any action that might diminish or cancel any Company rights over the Product.
7.2.12 allow and/or request any third party to take any action stipulated above.
7.3 Client shall not permit the use of the Product by any third party, unless:
7.3.1 Client grants access to the Product to its own personnel (employees and/or independent contractors) in accordance with the provision of the Agreement.
7.3.2 Client permits third parties to access some functions of the Software, namely the functions that were designed in order to permit the use of the Product in collaboration with other persons.
7.4 In the situations stipulated above, the third parties that might access and use the Software shall respect the provisions of this Agreement and will not be allowed to claim any rights under this Agreement.
8. Company’s Rights and Obligations
8.1 The Company is allowed to develop, upgrade, modify and/or to transform the Software without the Client’s permission. The Product will be upgraded to the newest version of Software, unless such right is otherwise agreed upon in an Addendum.
8.2 Company is allowed to sell the Software and/or its business and in such a situation, Company may unilaterally terminate this Agreement with a 30 days prior written notice.
8.3 Company is allowed to suspend and/or cancel the Client’s right to use the Product if:
8.3.1 Client breaches any legal or contractual obligation on its behalf and has not cured such breach within fifteen (15) days since the breach occurred.
8.3.2. The Client’s users authorized to use the Software breach any legal or contractual obligation on their behalf
8.3.3. An authority requests the Company to suspend and/or to cancel the Client’s right to use the Product.
8.3.4. The Client does not pay the fees due in accordance with the provisions of this Agreement.
9. Confidential Information
9.1 Parties and their representatives (including employees or collaborators) shall observe strict secrecy and shall not disclose any Foreground Information unless such information is public and/or requested by the competent authorities.
9.2 Company shall not disclose the Client’s Content. For the avoidance of any doubt, all the Content that the Client will populate the Product with will be considered the Client’s property.
9.3 Client and its representatives (including employees or collaborators) shall not disclose or divulge to any third party the Product (including the source code of the Product, information regarding the Product’s functionalities, how the Product works, price of the Product, any other information about the Product).
9.4 This confidentiality obligation is applicable for an unlimited period of time, starting with the date the License is granted. The party that will breach this obligation shall repair the entire prejudice produced to the other Party, in accordance with the applicable law.
10. Intellectual Property Rights
10.1 Client acknowledges that the Company is the sole owner of the Software and the Product and agrees that by entering this Agreement the Company doesn’t lose any proprietary, commercial and/or intellectual rights regarding the Product and the Software.
10.2 Client shall respect the Company’s intellectual property rights regarding the Software and the Product and cannot file for registration and/or register the Software/Product at any competent authority in order to obtain any intellectual property rights.
10.3 In the event that the Client becomes aware of any claimed or alleged infringement of the Product by a third party, Client shall promptly inform the Company of the nature and extent of such infringement. In accordance with the terms of this Agreement, the Company shall have the sole right to determine what action shall be taken. The Client is not allowed to take any action without the Company’s prior approval. In the event Company sues or takes other action, legal, equitable, administrative, or otherwise, to stop an infringement or dilution of the Product, the Client shall cooperate with the Company. In any legal action arising from use, or ownership rights of the Product, where both Company and Client are co-parties, Company retains the right to control the litigation, including any and all settlement negotiations.
11. Liability
11.1 Client shall be liable for any breach of its obligations, as such obligations are stipulated under this Agreement and any potential Addendums. In such a situation, the Company is allowed to ask the Client to repair the entire prejudice, in accordance with the applicable law.
11.2 Client is solely responsible for the use of the Product and for any consequences/prejudices that may occur from the use of the Product. In this respect, the Company shall not be responsible if the Client uses the Product for any illegal activity and/or produces any prejudice to third parties by using the Product.
11.3 Company shall be liable for any breach of its obligations, as such obligations are stipulated under this Agreement.
11.4 Limitation on liability. Excluding Company’s gross negligence or willful misconduct and the indemnification obligations listed above, in no event shall the Company be liable for any incidental, consequential, indirect, special, punitive or exemplary damages, or damages for loss of profits or revenues, business information or other pecuniary loss, arising under or in connection with this Agreement and even if advised of the possibility of such damages. The foregoing disclaimer of liability shall apply regardless of whether such liability is based on breach of contract, contractual or extra-contractual liability, tort (including without limitation negligence), strict liability, breach of a fundamental term, fundamental breach, or otherwise. In no event shall Company’s liability under this Agreement exceed the amount of 1.000.000 (one million) Euro.
11.5 In addition to the foregoing, the Company has procured Corporate Insurance coverage to underwrite the liability cap mentioned above. The Company acknowledges its responsibility to maintain continuous coverage throughout the term of the Agreement. The Company hereby undertakes to renew the Corporate Insurance without any lapses or gaps in coverage to ensure the ongoing financial security and protection of both parties involved in the Agreement.
11.6 Disclaimer of warranties: The Product is provided “as is”. Except as otherwise specified in this Agreement and its Addendums, Company makes no representations or warranties or conditions of any kind concerning the Product or its use, accuracy, function or ownership and shall not be liable in any manner for any representation or warranty or condition of any kind whether express or implied, collateral or whether arising by operation of law or otherwise. This includes, without limitation, any warranty or condition of merchantable quality or fitness for a particular purpose or that the software will be error free.
12. Termination of Agreement
12.1 Unless renewed, the Agreement shall be terminated at the end of the Duration period, as stipulated in Article 4.
12.2 The Agreement can be terminated at any time, if both parties agree, by signing a written termination Addendum, and in any case, without a written agreement, with 30 days prior written notice.
12.3 A party may terminate this Agreement if the other party breaches its obligations, provided that the first party has notified the second party with respect to the breach of its obligations and the second party has not remedied such breach within 15 (fifteen) business days as of the date of the notice.
12.4 After receiving or sending a notice of termination of this Agreement, the Client shall have no further right to use the Product and shall stop using the Product. The Parties will meet to determine the status of the services and to determine the amounts due to be billed, if applicable.
13. Force Majeure
13.1 The Parties agree that force majeure is a circumstance that is external, unpredictable, absolutely invincible and insurmountable, such as strikes, riots, flood, fire, epidemics, natural disaster, embargoes, war, insurrection, terrorist acts or any other circumstances of like character which makes it impossible to perform the commercial obligations undertaken by either Party and releases from liability the Party invoking it, provided such is not in fault, submitting supporting documents to this effect.
13.2 Provided that the Party invoking force majeure complies with the obligations under this clause, then the force majeure releases the Party invoking it from the performance of the obligations undertaken hereunder, within its period of operation and the performance of the Agreement will be suspended during the invoked force majeure, but without prejudicing the rights benefiting to the Parties until the occurrence of force majeure.
13.3. If the force majeure acts or is estimated to act for more than 30 days, either Party will be entitled to notify the other Party the lawful termination of this Agreement, and neither Party may claim damages from the other based thereon, no other formalities or court intervention being required.
13.4 The Company will not be entitled to claim relief for a force majeure event if due to any epidemic, pandemic (including COVID-19), illness or strikes or other industrial action of some or all of the Company’s Personnel; Both parties cannot claim relief if the force majeure event is attributable to its (or its sub-Suppliers) wilful act, neglect or failure to take reasonable precautions against the relevant Force Majeure Event.
13.5 The Company shall be entitled to receive payment of the Charges (or a proportional payment of them) only to the extent that the Services (or part of the Services) continue to be performed in accordance with the terms of this Agreement during the occurrence of the force majeure event.
14. Miscellaneous
14.1 The Parties agree that any dispute arising out of or in connection with this Agreement (including questions in respect of the existence, validity, performance, termination of this Agreement) shall be settled by competent courts.
14.2 All amendments to this Agreement shall be made in written form executed by both Parties.
14.3 Should any of the provisions of the Agreement be or become invalid, this shall not affect the validity of the remaining provisions of this Agreement. The Parties shall use their best efforts in order to perform those amendments deemed necessary to generate the same legal effect that was intended at the entry into this Agreement.
14.4 The rights and remedies of the Parties are cumulative and not alternative. Neither the failure nor any delay by a Party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.
14.5 The present Agreement represents the will of the Parties and supersedes any verbal agreement between the Parties, before or after its conclusion, and of any other prior versions of the Agreement or Terms of Service.
14.6 The Company may assign its rights and obligations under this Agreement to any party for any reason whatsoever.
14.7 Parties agree that no provision of law, treaty, convention and/or other normative documents cannot be applicable for this Agreement and cannot modify the provisions of this Agreement, unless they are imperative.
14.8 Company shall refrain from using in advertising, publicity or otherwise, any Client marks, the name or trademarks of Client, or any of their affiliates, or representing, directly or indirectly, that any product or service provided by Company has been approved or endorsed by Client or any of their affiliates without prior written permission from Client. All use by Company of Client’s trademark shall insure solely to the benefit of Client.
15. Communication and Notices
15.1 Except as otherwise expressly stipulated herein, all notices and other communications under this Agreement shall be made in writing and shall be deemed to have been duly given when delivered by email.
15.2 Any change of address or e-mail address shall be notified by changing Party to the other Party in the term of 15 (fifteen) calendar days. In the event of failure to notify the other Party of such a change, notices or communications delivered at the previous address shall be deemed as having been properly delivered.
15.3 Provider shall be contacted at support@yarooms.com
This document has been updated and is applicable since: 29-November-2024
