§ 1 General
1. By registering with the platform https://www.rooom.com or by concluding a contract, you agree to the General Terms and Conditions of Business and Use (hereinafter: GTC) listed here. These govern the contractual relationship between rooom AG, Löbstedterstraße 47a, 07749 Jena (hereinafter: "rooom") and you. These GTC apply to all contracts for software solutions to support business processes for use via the Internet as a web application as software-as-a-service, as well as for other services provided by rooom.
2 These GTC are the basis and part of your contract (hereinafter. "Individual Contract") with rooom and apply exclusively. Conflicting, deviating or supplementary terms and conditions do not apply and are excluded. Such terms and conditions will not become part of the contract even if rooom does not expressly object to them, accepts payments without reservation or provides the service without objection. Insofar as the individual contract contains provisions that deviate from these GTC, the provisions of the individual contract take precedence. The remaining provisions of these GTC remain unaffected and apply accordingly.
§ 2 Services from rooom
1. rooom provides the rooom platform on the internet, through which it offers a comprehensive do-it-yourself platform, including 3D models, augumented reality, virtual rooms and virtual event spaces. The range of services offered by rooom can be viewed at https://www.rooom.com.
2. rooom's contractual service consists of the individually agreed, contractual granting of the use of the platform and the rooom software, including the additional bookable supplementary offers.
3. rooom's services against payment are directed exclusively at entrepreneurs as defined by § 14 BGB (German Civil Code).
§ 3 Registration Free Account
To use the free features of rooom, you can register for the free version.
§ 4 Registration paid accounts
1. rooom will send you an automatic confirmation e-mail for the registration of a paid account after receipt of the registration. This e-mail contains the customer name and a password. The password is to be treated confidentially. With this data you can log in to the rooom platform.
2. You assure that the information you provide in the registration process is true, complete and current.
3. The registration data will be treated confidentially by rooom and will only be used for the execution and processing of the contract.
§ 5 Conclusion of contract
1. Depending on the selection you will be offered different service packages. The selection of the package is possible on individual request. Booking requests can be made in writing or in text form (e-mail) on the homepage www.rooom.com. The offers of a package on the homepage are always subject to change and non-binding. The presentation and/or advertising of the services offered by rooom on the websites merely represents a non-binding invitation to submit an offer, but not already a binding offer on the part of rooom to conclude a contract.
2. You submit the binding offer that is decisive for the conclusion of the individual contract by signing the non-binding offer submitted by rooom. The provisions of rooom's non-binding offer become part of the contract.
3. rooom declares acceptance by means of a confirmation letter in text or written form or by countersigning the offer.
§ 6 Services of rooom
1. rooom will provide you with the rooom services selected by you as "Software as a Service" for the duration of the contractual relationship.
2. rooom's services in detail result from the technical functions available in the current version of the software, your selection of the service package and the agreed items in the offer. The current scope of functions of the rooom software results from the current service description on the website of rooom at www.rooom.com.
3. rooom provides you with the storage space required for unrestricted use in accordance with the contract for the data generated by you and/or the data required for the use of the software. rooom does not have any custody and care obligations with regard to this customer data, unless these are agreed under other contracts between the parties.
4. rooom provides the respective infrastructure for the use of the rooom software. This can be accessed via the Internet by means of a browser. A functioning internet connection and suitable hardware are required to use the service. You are responsible for this yourself.
5. rooom may update, further develop and/or supplement the rooom software at any time. rooom does not owe an adaptation to your individual needs, unless the parties have agreed otherwise.
§ 7 Availability
1. rooom draws your attention to the fact that restrictions or impairments of the services provided may arise that are beyond the control of rooom. This includes in particular actions of third parties not acting on behalf of rooom, technical conditions of the internet beyond the control of rooom and situations of force majeure. Also the hardware and software used by you and the technical infrastructure can have an influence on the services of rooom. If such circumstances do not affect the availability or functionality of the services provided by rooom, this does not affect the contractual nature of the service provided.
2. rooom provides the contractual services with an overall availability of 98.5%. The availability is calculated on the basis of the time allotted to the respective calendar month in the contractual time period minus the time required for the import of updates, new releases and/or other modifications and maintenance work. The transfer point is the router exit of rooom's data center.
The contents of the storage space provided for you are backed up by rooom every working day. The data backup is performed on a rolling basis in such a way that the data backed up for one day of the week is overwritten by the data backup performed for the following same day of the week. The data backup is performed for the entire server content. You are therefore not entitled to the return of any of the backup media, but only to the retransfer of the backed-up content to the server.
§ 8 Rights of use
1. Subject to timely payment of the services agreed in the individual contract, rooom grants you the non-exclusive, worldwide, non-sublicensable right to use the rooom software that is the subject of the contract for the term of this contract for the purposes stipulated in the contract. The subject of this provision is the version of the rooom software designated in the respective individual contract in the version current at the time of the contractual relationship.
2. You are not entitled to make the paid rooom services available for use by unauthorized third parties, either for a fee or free of charge. Authorized persons are exclusively your employees. Affiliated companies within the meaning of § 15 of the German Stock Corporation Act (AktG) are not considered unauthorized third parties.
3. You confirm that you are the owner of the copyrights and/or exploitation rights of the content uploaded to the rooom servers. You grant rooom a simple, worldwide right of use for the content uploaded to the rooom servers for the duration of the contractual relationship.
This right of use includes in particular the right to use the contents
- to reproduce and distribute in whole or in part within the scope of the license agreement,
- to edit and redesign,
- in whole or in part into other works, to reproduce them publicly and to make them publicly accessible.
You warrant that you are authorized to grant the aforementioned rights of use.
rooom will only make use of this right of use within the scope of the intended execution of the contract. You grant rooom the right to grant the aforementioned rights of use to third parties within the scope of this contractual relationship within the scope of sublicenses.
4. If third parties assert claims against rooom on the grounds that rooom is in breach of statutory provisions and/or infringes their rights, you will indemnify rooom against all third-party claims on first demand and reimburse any costs and damages that go beyond this. This includes, in particular, indemnification against the costs of a reasonable legal defense for rooom. However, this does not apply if you are not responsible for the infringement of the rights of third parties or legal provisions.
§ 9 Duties and obligations of the customer
1. You are responsible for the data and content you post. You are responsible for regularly making appropriate data backups.
2. You must protect the access data transmitted to you from access by third parties in accordance with the state of the art and keep it safe. You must ensure that the data is only used within the contractually agreed scope. Unauthorized access must be reported to rooom immediately.
3. You undertake not to store any illegal content, content that violates the law, official requirements or the rights of third parties on the storage space provided by rooom. You must ensure that any programs, scripts or similar installed by you do not jeopardize the operation of the server or the security and integrity of other data stored on the provider's servers. You indemnify rooom from any claims by third parties including the costs triggered by such claims.
4. You must ensure that your technical requirements are sufficient to use the rooom software. An outdated browser, an older end device, a slow internet connection can lead to the fact that the offer cannot be used or can only be used partially.
5. You undertake not to make any disruptive interventions of any form on rooom's system. Electronic attacks on rooom (including all hardware and software used to operate the platform) or on individual customers are prohibited.
6. In particular, the following interventions are inadmissible:
- Hacking attempts (bypassing and/or overriding security measures);
- Denial of service attempts, i.e. attempts with a large number of generated requests to the rooom servers to prevent them from performing their activity, slow them down or make them inaccessible;
- Check, scan or test the vulnerabilities in the system;
- Use and/or obtaining and manipulation of parts of the offered services, to which no invitation was received via link;
- Sending unsolicited advertisements or spam;
- Bypass storage space limitations depending on the account type.
7. If you violate this code of conduct and rooom becomes aware of it, rooom reserves the right to block the affected content and/or your account. You will be informed about the violation by e-mail and you will correct it within one week.
8. If you are the organizer of a virtual event, you must ensure that the exhibitors and users of your event are bound by these rules of conduct.
§ 10 Prices and terms of payment
1. rooom can offer you a free 14-day trial offer. As long as no contract for paid use is concluded, your account will continue as a free account.
2. You have the option to order a higher rooom version ("upgrade") during a billing period. If you select an upgrade, the fees already paid will be charged proportionally. You cannot change to a cheaper rooom tariff during a billing period.
3. You may only offset or assert your right of retention against legally established or undisputed claims. You may only assign a right or claim arising from this contract to third parties with the prior written consent of rooom.
§ 11 Term of contract and termination
1. the usage contract of the free version is concluded for an indefinite period of time. You can delete your user profile of the free version at any time. rooom points out that after successful deletion all content and data stored by you on the server of rooom will be irretrievably deleted.
2. the contract term and billing period shall be agreed individually by the parties.
The start of the contract is determined by the parties by means of an individual agreement. If no specific date is specified as the start of the contract, the term begins with the operational provision of access to the services of rooom.
3. the termination must be declared in writing or in text form. For the renewal terms, the remuneration will be calculated in advance and invoiced to you.
4. the notice of termination shall be addressed to:
or in writing to:
The contractual relationship may be terminated by either party with three months' notice to the end of the contract term, but for the first time after the minimum contract term, unless the parties have agreed otherwise.
If the use of a paid account ends due to a regular cancellation, your account will automatically be set to the free version.
5. rooom's right to terminate the contract without notice for good cause (extraordinary termination) remains unaffected. rooom may terminate the contract extraordinarily if, among other things, you are 60 days in arrears with payment, violate the customer obligations in § 9 No. 3, No. 5. No. 6. of these GTC and/or provide unauthorized third parties with access to your customer account, insolvency proceedings have been opened over your assets or such opening is imminent.
6. rooom terminates extraordinarily, we point out that the account will be deleted within a reasonable period of time. rooom points out that after successful deletion, all content and data stored by you on the server of rooom will be irretrievably deleted.
§ 12 Liability and warranty
1. rooom guarantees the functional and operational readiness of its services in accordance with the provisions of this contract.
2. In the event that services from rooom are used by unauthorized third parties using your login, you are liable for any charges incurred as a result within the scope of civil liability until receipt of your order to change the access data or notification of the loss or theft, provided that you are at fault for the access of the unauthorized third party.
3. rooom is entitled to immediately block the storage space if there is a reasonable suspicion that the stored data is illegal and/or infringes the rights of third parties. A reasonable suspicion of illegality and/or infringement of rights exists in particular if courts, authorities and/or other third parties inform rooom of this. rooom must inform you immediately of the block and the reason for it. The block is to be lifted as soon as the suspicion is invalidated.
4. rooom shall be liable without limitation for damages caused intentionally or by gross negligence resulting from injury to life, limb or health.
5. rooom is not liable for slightly negligent breaches of duty is excluded, provided that no essential contractual obligations (cardinal obligations), damages from injury to life, limb or health or guarantees or claims under the Product Liability Act (Produkthaftungsgesetz) are affected. The above limitation of liability also applies in favor of rooom's legal representatives and vicarious agents if claims are asserted directly against them.
6. rooom shall not be liable, irrespective of fault, in the area of tenancy law and similar usage relationships for errors already existing at the time of conclusion of the contract.
§ 13 Data protection
1. rooom will comply with the applicable data protection regulations, in particular those valid in Germany.
2. if rooom processes personal data on your behalf, the parties will conclude a separate agreement.
§ 14 Other regulations
1. These GTC shall be governed exclusively by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
2. rooom reserves the right to change these GTC at any time with effect for the future, if there is an objective reason for doing so. This is particularly given if rooom expands/changes its range of services or in the event of a change in the legal situation. rooom will notify you of a change in good time in advance and grant you a reasonable period of time to object to this change. If you do not object within this period, this is considered as consent. In the notification of the planned change, rooom will specifically point out the importance of the cancellation period.
3. You may not assign your rights or delegate your duties under this Agreement without rooom's prior express written consent. In the absence of such consent, the assignment or delegation is void.
4. The contract language is German. If translations are made of these GTC, only the German version shall be legally binding.
5. Amendments to the contract and its annexes must be made in writing; this also applies to the amendment and/or waiver of this written form clause.
6. The place of performance and jurisdiction for all disputes arising from or in connection with this contract, including any tort claims for merchants, legal entities under public law or special funds under public law, shall be Jena, Germany.
7. rooom is entitled to name you as a reference. You can object to the reference naming.
8. To the extent that any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be modified to the extent necessary to make it valid or enforceable. The invalidity or unenforceability of any provision shall not render such provision invalid or unenforceable in any other case, circumstance or jurisdiction and shall not affect the validity of the remaining provisions of the Agreement
I. Additional General Terms and Conditions for individual single services, special services, agency services of rooom
§ 1 Scope of services
1. The parties shall reach a separate agreement on the type, scope of services and time of performance. The basis for this shall be the preliminary discussions of the contracting parties and the documents prepared in this context. On this basis, the services can be continuously developed within the framework of project management.
2. If you wish to make a subsequent change to a service description, you will inform rooom in writing of the changed ideas in concrete form as early as possible. rooom will check the change with regard to technical feasibility and with regard to the additional financial and time expenditure. If it turns out that the additional effort can be quantified without further ado, you will be informed accordingly. If, in the opinion of rooom, a detailed examination is necessary for the time being, which is to be remunerated on a time and material basis, rooom will inform you of this. Changes will result in a corresponding postponement of dates by the duration of the agreement. Until an agreement is reached, the originally agreed service content will otherwise remain unchanged.
3. rooom is entitled to change or deviate from the provision of services if the change or deviation is reasonable for you, taking into account the interests of rooom.
§ 2 Third-party suppliers / subcontractors
rooom is authorized to procure third-party services, especially in the area of conception/content creation from third-party providers.
3 Retention, Rights of Use and Exploitation of Services
1. The granting of rights of use or exploitation by rooom is subject to the condition precedent that the services have been paid for in full by you. Until full payment has been made, use is only revocably permitted within the scope of the actions to be performed by you (e.g. functional tests). The revocable permission ends automatically if you are in arrears with the payment of a part of the remuneration, unless the arrears are insignificant.
2. Subject to deviating regulations, you will receive a simple, non-transferable right to use the services of rooom, spatially and temporally for the term of the contract, for the contractually intended purposes. The granting of this right of use is subject to the condition precedent of full payment of the remuneration.
§ 4 Obligations of the customer
1. You appoint binding contact persons and deputies who will manage the communication with rooom.
2. You will provide required information, data, materials and documents (hereinafter: material) in a timely manner. You will only supply such material that has the formats required by rooom and is secure with regard to the data carrier and data content (this includes, among other things, checking for viruses or other technical problems).
3. You respond to rooom's requests without being asked to do so within a reasonable scope when providing the service, in particular by communicating releases without delay, as well as by responding to requests.
4. You assure and are responsible for the fact that the material provided by you does not violate legal regulations (e.g. among other things data protection) and is free from rights of third parties (in particular personal rights of third parties, copyrights, trademark rights and trade secrets), which could restrict a use.
5. If you are obliged to provide rooom with materials as part of the performance of the contract, you must provide this immediately in a usable digital format. You shall ensure and guarantee that you hold the necessary rights to use the materials and may grant corresponding rights of use to rooom. If a claim is made against rooom by a third party, for whatever legal reason, due to an infringement of property rights resulting from content that you have provided to rooom, you will indemnify rooom against all claims.
6. The acts of cooperation are to be fulfilled by you at your expense.
7. If you are in default in the fulfillment of these acts of cooperation and/or do not fulfill them properly, rooom may demand reasonable compensation. Further rights of rooom remain unaffected by this.
§ 5 Time of performance and acceptance
1. Deadlines for the provision of services shall only be binding if expressly agreed at least in text form. In the absence of an express agreement, these are merely target dates which will be developed further as the project progresses. The parties shall inform each other immediately in the event of deviations in the schedule.
2. rooom is entitled to postpone services for the duration of the impediment plus a reasonable start-up period in the event of breaches of duty and disruptions to services for which you are responsible (including failure to provide cooperation services on time) or due to force majeure (including general disruptions to communications, strikes, orders from authorities, lockouts).
3. rooom will only agree to expressly agreed deadlines for the provision of services in writing or in text form (e-mail).
4. Deadlines, the non-observance of which causes a contracting party to be in default pursuant to Section 286 (2) of the German Civil Code (BGB) without a reminder, shall always be binding deadlines and shall therefore be specified in writing or in text form and designated as binding.
5. In the case of services under a contract for work and services, the contracting parties shall regulate the prerequisites and procedure for acceptance in a respective individual contract. rooom is also entitled to hand over testable partial services. An overall acceptance will only take place if no partial acceptance has been carried out by you.
6. Insofar as it is a matter of services under a contract for work and services (Werkvertrag) and these services or partial services of rooom meet the agreed requirements or there are only insignificant deviations, you shall declare acceptance without delay. The declaration of acceptance shall be made in text form.
7. If you do not declare acceptance within a period of one month after handover of the work and services and you have not notified rooom of any significant defects within this period, the work and services or partial work and services shall be deemed to have been accepted. The service or partial service shall also be deemed to have been accepted by conclusive conduct on your part. This includes in particular, but is not limited to, unconditional payment, productive use of the service, as well as the call-off of further services based on the accepted service.
§ 6 Warranty and liability
1. Any warranty claims on your part shall become statute-barred one year after handover of the service or acceptance, insofar as this is provided for by law.
2. Technical data in the offer and/or individual contract are quality specifications and do not constitute a guarantee or assurance.
§ 7 Rights of Use in Relation to Agency Services
1. You grant rooom all rights of use to copyrights and ancillary copyrights and other intellectual property rights (including trademark rights) required for the use of the subject matter of the contract, in particular the right to reproduce, distribute, make available to the public and process, in terms of time, place and content, to the extent necessary for the performance of the contract. The granting of rights also includes the right to transfer the aforementioned rights of use to third parties commissioned to fulfill the contract or to grant sublicenses. The rights of use to be granted to rooom are simple rights of use. rooom is entitled to modify the content of the ordering party in consultation with the latter.
2. rooom retains all copyrights, ancillary copyrights and other rights to analyses, concepts and content created and, if applicable, implemented by rooom and/or by third parties on behalf of rooom. rooom grants you, however, the exclusive and irrevocable right to use the analyses, concepts and content, as well as the work results in the event of their implementation, to the extent necessary for marketing purposes, without any time or place restrictions. This shall also apply beyond the end of the contract.
[As of: August 2021]