Merchant Agreement Terms for Ruoom Live

Updated July 20, 2020

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.

Purpose

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

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).

Content Moderation

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.

Content Terms

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. 

Payment Terms

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.


Video Time

Base Pay

Standard price per VoD download/rental 

15 Minutes

$15

$3

30 Minutes

$20

$5

15-Minute VoD


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

6+

$2.40

$0.60

30-Minute VoD


Customer #

Pro-User 

Ruoom

1

$5 (Accumulated: $5)

$0

2

$5 (Accumulated: $10)

$0

3

$5 (Accumulated: $15)

$0

4

$5 (Accumulated: $20)

$0

5+

$4

$1



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.

Refund Terms

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 a 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.

Tax Terms

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.

User Privacy

By disclosing any information to us, you agree to the terms of our Privacy Policy, including the terms for 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 company’s Privacy Policy.