This subscription agreement is a legal agreement between you, the customer ('Customer', 'You' or 'Your') and Go Roar International Limited of Pear Tree House Bolam, Darlington, United Kingdom, DL2 2UP, company registered number 09948760 ('Supplier', 'Us', 'Roam' or 'We'), for the provision of the Services and Documentation for the Roar mobile application software.
In subscribing to this service by ticking the 'I agree to the terms & conditions box' then clicking on the 'proceed' button you agree to the terms of the agreement which will bind you.
If you do not agree to the terms of this agreement, we will not provide you with the services and documentation.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
'Authorised Venues:' the Venues which have Venue Subscriptions to use the Services and the Documentation.
'App:' the Roam app developed by Go Roar International Limited.
'Business Day:' a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
'Confidential Information:' information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5.
'Data:' the data provided by you, your Authorised Venues, or by us on your behalf for the purpose of using the Services.
'Documentation:' the documents made available to you by us online via www.roam-everywhere.com/for-venues/pricing/ or such other web address notified by us to you from time to time which sets out a description of the Services and the Venue instructions for the Services.
'End User:' the ultimate user of the App.
'Effective Date:' the date of this agreement.
'Trial Period:' You will be given free subscription, in which you are able to purchase in-management push notifications to establish better communication to your customers (4 push notifications per calendar month are included within the free subscription, any more notifications must be purchased) .
'Normal Business Hours:' 9.00 am to 5.00 pm local UK time, each Business Day.
'Push Notifications:' any notifications sent by you to the End User through the App.
'Renewal Period:' the period described in clause 13.1.
'Services:' the subscription services provided by us to you under this agreement via the App or any other website notified to you by us from time to time, as more particularly described in the Documentation.
'Subscription Date:' the first date following the Trial Period on which you make payment for the Services.
'Subscription Fees:' the subscription fees payable by you to us for the Venue Subscription Push Notification Packages.
'Subscription Term:' has the meaning given in clause 13.1 (being the Trial Period together with any subsequent Renewal Periods).
'Venue:' each authorised bar/restaurant or other business which uses the APP.
'Venue Subscriptions:' the Venue subscriptions made by you pursuant to clause 8.1 which entitle Authorised Venues to access and use the Services and the Documentation in accordance with this agreement.
'Virus:' any thing or device (including any App, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer App, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the Venue experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
2. Venue Subscriptions
2.1 Subject to you making the Venue Subscriptions in accordance with clause 3.3 and clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, we hereby grant a non-exclusive, non-transferable right to permit the Authorised Venues to use the Services and the Documentation during the Subscription Term.
2.2 In relation to the Authorised Venues, you undertake that:
(a) the maximum number of Authorised Venues that you are authorised to access and use the Services and the Documentation shall not exceed the number of Venue Subscriptions you have purchased from time to time;
(b) you will not allow or suffer any Venue Subscription to be used by more than one individual Authorised Venue unless it has been reassigned in its entirety to another individual Authorised Venue, in which case the prior Authorised Venue shall no longer have any right to access or use the Services and/or Documentation.
2.3 You shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.
2.4 You shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the App and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the App; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Venues; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.
2.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.
2.6 The rights provided under this clause 2 are granted to you only, and shall not be considered granted to any subsidiary or holding company of you.
3. Additional Venue Subscriptions
3.1 Subject to clause 3.2 and clause 3.3, you may, from time to time during any Subscription Term, purchase additional Venue Subscriptions in excess of the number initially subscribed for and we shall grant access to the Services and the Documentation to such additional Authorised Venues in accordance with the provisions of this agreement.
3.2 If you wish to purchase additional Venue Subscriptions, you can do so at www.roam-everywhere.com.
3.3 When purchasing additional Venue Subscriptions the relevant fees will be automatically added to your monthly Subscription Fee, and will be paid in advance at the beginning of each Renewal Period.
4.1 We shall, during the Subscription Term, provide the Services and make the Documentation available to you subject to the terms of this agreement.
4.2 We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for any planned and unnecessary maintenance carried out.
4.3 We will, as part of the Services and at no additional cost to you, provide you with our standard customer support services during Normal Business Hours in effect at the time that the Services are provided.
5.1 You shall own all right, title and interest in and to all of your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of you Data.
5.2 In the event of any loss or damage to your Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Data from the latest back-up of your Data maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of your Data caused by any third party (except those third parties sub-contracted by us to perform services related to your Data maintenance and back-up).
5.4 If we process any personal data on your behalf when performing our obligations under this agreement, the parties record their intention that you shall be the data controller and shall be a data processor and in any such case:
(a) you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you and the Authorised Venues are located in order to carry out the Services and our other obligations under this agreement;
(b) you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf;
(c) you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
6. Push Notifications
6.1 When using the Services in accordance with the Venue Subscriptions you have purchased you may have the ability to Push Notifications to the End Users containing promotional offers and information about your Venue.
6.2 You shall have sole responsibility for the content, legality, accuracy, reliability, integrity and quality of any Push Notification you send to the End User.
7. Our Obligations
7.1 The Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
7.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, we:
(a) do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; and
(b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.3 This agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
8. Your Obligations
(a) provide us with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by us in order to provide the Services, including but not limited to your Data, security access information and configuration services;
(b) comply with all applicable laws and regulations with respect to your activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Venues use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised Venue's breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that your network and systems comply with the relevant specifications provided by us from time to time; and
(g) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
9. Charges and Payment
9.1 You shall pay the Subscription Fees to us for the Venue Subscriptions in accordance with this clause 8.
9.2 You shall on the Effective Date provide to us valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide your credit card details to us, you hereby authorise us to bill such credit card:
(i) on the Subscription Date for the Subscription Fees payable in respect of the first Renewal Period; and
(ii) subject to clause 13.1, on each calendar month after the Subscription Date for the Subscription Fees payable in respect of the next Renewal Period;
9.3 If we have not received payment on the due date, and without prejudice to any other rights and remedies of us:
(a) we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.4 All amounts and fees stated or referred to in this agreement:
(a) shall be payable in pounds sterling;
(b) are, subject to clause 12.4(b), non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to our invoice at the appropriate rate.
10. Proprietary Rights
10.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
10.2 We confirm that we have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this agreement.
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
11.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.5 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.
11.6 We acknowledge that your Data is the Confidential Information belonging to you.
11.7 This clause 10 shall survive termination of this agreement, however arising.
11.8 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
You shall defend us, indemnify us and hold harmless us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation.
13. Limitation of Liability
13.1 This clause 12 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:
(a) arising under or in connection with this agreement;
(b) in respect of any use made by you of the Services and Documentation or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
13.2 Except as expressly and specifically provided in this agreement:
(a) you assume sole responsibility for results obtained from the use of the Services and the Documentation by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Services and the Documentation are provided to you on an "as is" basis.
13.3 Nothing in this agreement excludes our liability:
(a) for death or personal injury caused by our negligence; or
(b) for fraud or fraudulent misrepresentation.
13.4 Subject to clause 12.2 and clause 12.3:
(a) we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the Venue Subscriptions during the 12 months immediately preceding the date on which the claim arose.
14. Term and Termination
14.1 This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Trial Period and, thereafter, this agreement shall be automatically renewed for successive periods of 1 calendar month (each a Renewal Period), unless:
(a) either party notifies the other party of termination, by emailing firstname.lastname@example.org, at least 1 calendar month before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement;
and the Trial Period together with any subsequent Renewal Periods shall constitute the Subscription Term.
14.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice via email to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(g) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
14.3 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate;
(b) We may destroy or otherwise dispose of any of your Data in our possession unless we receive, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to you of the then most recent back-up of your Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of your Data; and
(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
15. Force Majeure
We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on our business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18. Rights and Remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
19.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
19.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
20. Entire Agreement
20.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
20.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
21.1 You shall not, without the prior written consent of us, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
21.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this agreement.
22. No Partnership or Agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
23. Third Party Rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
24.1 Any notice required to be given under this agreement sent shall be via email to email@example.com.
24.2 A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
25. Governing Law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).