Terms of Use

Last Updated: 20th December 2013

By using the RooM the Agency Website (“roomtheagency.com”, “RooM”), you agree to be bound by our Terms of Use along with our Privacy Policy.

This page (together with the documents referred to in it) sets out the terms and conditions of use (“Terms of Use”) on which you may make use of our website located at www.roomtheagency.com (the “Website”), whether as a guest or a registered user (“Member”). This includes the uploading onto or downloading from the Website of royalty free and/or rights managed photographs, images, illustrations, vectors, videos, audio and other pictorial or graphical works (“Works”), access to discussion forums, the RooM Blog and any and all services offered by RooM the Agency Limited on or through the Website from time to time.

These Terms of Use contain important, legally binding provisions so please read them carefully before you start to access or use the Website and make sure you understand them. By accessing or using our Website in any way, you confirm that you accept these Terms of Use and that you agree to abide by them. If you do not agree to these Terms of Use, please do not access or use the Website.

We reserve the right to revise and amend these Terms of Use at any time by posting updated terms on the Website. You are expected to check this page of the Website regularly to take notice of any changes we make. Your continued access or use of the Website and your Membership Account after any such changes have been posted on the Website will constitute your acceptance of these changes. If you do not agree with these Terms, as so amended, please stop accessing or using the Website.

We encourage you to print out a copy of these Terms of Use for future reference. Please make a note of the “last updated” date at the beginning of these Terms of Use to identify whether they have been updated since you first agreed to them and re-review them if so.

1. Information about RooM

The website is a site operated by RooM the Agency Limited (“RooM”, “we”). We are registered in England and Wales under company number 07720544 and have our registered office at 19A Goodge Street, London W1T 2PH, United Kingdom. Our main business address is 14 Southwood Lawn Road, London N6 5SF, United Kingdom. Our VAT number is GB 119 8125 10. We are a limited company.

2. Definitions

RooM:

RooM is an agency that licences content to clients for commercial and editorial use. RooM is also an aggregator of Content through which Members can upload.

Member:

A Member is a person who has registered on the site and who uses its services. Members set up a Membership Account, a Membership Name and a Membership Password.

Content:

Content includes, but is not limited to, any photos, images, illustrations, vectors, graphics, audio and video files produced using a mobile device, dSLR or other recording device.

Aggregator:

A Member can upload to RooM and we, as aggregator, will distribute their Content through our Distribution and Partner network of resale agents globally.

Licences:

All content is sold on the RooM site with either a royalty free or rights managed licence. Aggregated Content is also sold as either royalty free or rights managed.

3. Children and legal authority

You must be 18 years old to register and use this site. Children (persons under 18 years of age) are not eligible to register or otherwise use this Website.

By using this Website or registering as a member, you warrant and represent that you are 18 years of age or older and that you are able to enter into legally binding contracts under applicable law.

4. Accessing and using the Website

Access to the Website and any part thereof is permitted on a temporary basis, and we reserve the right, in our sole discretion, to withdraw or amend any or all of the services we provide on the Website without notice or liability to you. We will not be liable if for any reason the Website is unavailable at any time or for any period.

You agree and warrant that you will not use the Website or the material (including the organization and presentation of such material published on it) in any manner that is not expressly allowed by these Terms of Use or for which the Website is not reasonably intended to be used. By way of example, and not as a limitation, you agree not to use the site:

  1. In any way that breaches any applicable local, national or international law or regulation.
  2. In any way that is unlawful or fraudulent including posting or transmitting any communication designed or intended to obtain private information such as password and account details for any Member.
  3. To upload to or post any Content on the Website that breaches the intellectual property or other rights of any third party, is defamatory of any person or is obscene, offensive, hateful, inflammatory or illegal under any relevant applicable law.
  4. To upload any content if you are not the owner of all rights including the copyright.
  5. To transmit, or procure the sending of, any unsolicited or un-authorised advertising or promotional material or any other form of similar solicitation (spam) to any Member or URL.
  6. To upload or transmit any virus or any other form of harmful program.
  7. To create multiple accounts for the purpose of voting for or against Content on the site;
  8. To artificially inflate or alter vote counts, comments, or any other service for the purpose of giving or receiving money or other compensation in exchange for votes, or for participating in any other organized effort that in any way artificially alters the results of services;
  9. To promote or sell Content of another person and posting copyrighted material which does not belong to you.
  10. To sell or otherwise transfer your profile.

All Content posted or submitted to the Website is the sole responsibility of the Member Account from where the Content originates and you agree and warrant that you are entirely responsible for anything submitted to the site through your account.

To report any suspected abuse of the Website or breach of the Terms (excluding copyright infringement which is addressed separately below), contact us at: creative@roomtheagency.com.

You are solely responsible for your interactions with other users of the Site. RooM reserves the right, but has no obligation, to monitor disputes between you and other Members.

5. Registration as a Member

When you register to become a Member of the Website you must choose an available user name and a corresponding password as part of our security procedures. Your username must not be a name that is subject to the rights of another person or entity without authorization, nor must be it be otherwise offensive.

You must treat these details as confidential, and you must not disclose them to any third party.
Your Membership Account, Membership Name and Membership Password are personal to you. You are responsible for any use of them and you are not allowed to share them, or transfer them to any person or entity.

You are responsible for making all arrangements necessary for you to have access to the Website and any costs, expenses or charges that you may incur in relation to or in connection with the establishment or maintenance of such access. You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and that they comply with them.

A Member shall only upload Works to or download Content from the Website through his or her Membership Account and only in accordance with the relevant applicable RooM End User Licence Agreement. All uploads or posting by you of Content or any other material to the Website will also be subject to RooM’s Contributor Guides, as amended from time to time.

If you are uploading or downloading Content from and to the Website using any RooM computer applications from time to time (“Apps”) you shall only do so in accordance with all relevant application End User Licence Agreements including the RooM Application (App) End User Licence.

6. Content

We will not be responsible, or liable to any third party, for any Content uploaded to or posted on the Website by you, whether through or using your Membership Account or otherwise and whether in terms of Content, accuracy or for any other reason.

We reserve the right, in our sole discretion, to accept, deny, move, edit, modify, adopt, delete or remove Content uploaded to or posted on the Website by you without prior notice.

All Content posted or otherwise submitted to the Website is your sole responsibility and you acknowledge and agree that you, and not RooM are entirely responsible for all Content that you post, or otherwise submit to the Website.

RooM does not control user submitted Content and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Website you may be also exposed to Content that you may find offensive, indecent or objectionable.

By submitting Content to the site you acknowledge that:

  1. You always retain full rights, ownership and copyright to your Content in addition to any intellectual property rights or other proprietary rights associated with your Content.
  2. You automatically grant RooM the right to use your Content fully or partially for promotional reasons and to distribute and redistribute your Content to other parties, web-sites, applications, and other entities, provided such Content is attributed to you in accordance with the credits supplied, if any.
  3. RooM makes no representation and warranty that Content posted on the Site will not be unlawfully copied without our or your consent.
7. Suspension and termination of membership accounts

RooM has the right, in its sole discretion, to suspend, disable, restrict or terminate any Membership Account, Membership Name and Membership Password at any time. We may in particular suspend, disable, restrict or terminate your Membership Account if you have, in our opinion, failed to comply with any of the provisions of these Terms of Use or breached a RooM End User Licence Agreement, relevant Content Supply Agreement or RooM Application (App) End User Licence Agreement or if you have not accessed your Membership Account for more than 12 calendar months.

In the event of the termination of your Membership Account by us, we will notify you by email to the last email address provided by you as part of your Membership Account.

You may at any time terminate your Membership Account by logging into your Membership Account and following the termination instructions accessible from the dashboard of your Membership Account.

Upon termination of your Membership Account your Membership Name and Membership Password will no longer give you access to the Website;

8. Intellectual property

We are the owner or the licencee of all intellectual property in the Website and in the Content. These are protected by intellectual property laws and treaties around the world, including but not limited to laws relating to copyrights, trade-marks, trade-names, internet domain names around the world. All such rights are expressly reserved.

Unless and until you have entered into a RooM End User Licence Agreement, you are not allowed to use any of the Content without our prior written consent or as otherwise expressly allowed by these Terms of Use.

You may in particular not use, reproduce, display, create derivative works from or otherwise exploit any Works that are published on the Website.

9. Reliance on information posted on the Website

Commentary and other materials on the Website are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed in such materials by any visitor to the Website, or by anyone who may be informed of any of its contents.

10. Model and Property Releases

RooM prefers that its contributing users provide copies of release documents that include physical signatures for the individuals consenting to the capture and reproduction of the contributed Image. Recognizing that many of RooM's contributing users desire to submit property and/or model releases that have been e-signed, rather than printing documents for physical signature by a releasing individual, RooM has determined to accept, under certain circumstances, e-signed release documents from certain qualifying contributors.

If an Image is designated as property and/or model released, it means the contributing member posting such Image has represented to RooM that the depicted locations(s) and/or individual(s) has/have signed a release permitting reproduction of the Image, subject to the restrictions contained in this Agreement, including, without limitation, sensitive subject uses. You expressly acknowledge and agree that RooM is not responsible for instances where a contributing member has misrepresented that he or she has obtained a signed property and/or model release for all location(s) and/or individuals depicted in a particular Image. If RooM incorrectly indicates that an Image is property and/or model released when it is not, RooM's liability shall be limited to the amount you paid RooM for the use of the Image.

If an Image depicts an individual and you use such Image in a manner that implies the use or endorsement of a product or service by depicting an individual, you must indicate wherever the Image is publicly visible that the individual depicted is a model and used only for illustrative purposes. Under no circumstances may you use an Image depicting one or more individuals in a context suggesting that such individual(s) are endorsing a subject that might be seen as sensitive in any way that we (in our reasonable discretion) consider or that may under applicable law be considered illegal, inflammatory, obscene, immoral, defamatory or pornographic in nature or would reasonably likely bring any person or property reflected in the Content into disrepute.

11. Disclaimer and limitation of Our liability

The Website and the Content shown are provided without any guarantees, representations, conditions or warranties whatsoever. We in particular do not represent or warrant that the Website or the Content is complete or accurate nor that it will meet your requirements or be uninterrupted or error free.

To the extent permitted by applicable law, RooM hereby expressly excludes:

  1. All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
  2. Any liability for any direct, indirect or consequential loss or damage incurred by any user or Member in connection with the Website or in connection with the use, inability to use, or results of the use or exploitation of the Website, any websites linked to it and any Materials (including for the avoidance of doubt any Works published on the Website), including, without limitation any liability for:
    • loss of income or revenue;
    • loss of business;
    • loss of profits or contracts;
    • loss of anticipated savings;
    • loss of data;
    • loss of goodwill;
    • pure economic loss;
    • wasted management or office time; and
    • for any other expenses, charges, costs, loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

In any event RooM’s total maximum aggregate liability under these Terms of Use or in relation to the use or exploitation by you of any or all parts of this Website or the Materials (including for the avoidance of doubt any works published on the website) in any manner or form whatsoever shall be limited to fifty British Pounds Sterling (£50).

This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.

12. Information about you and your visits to the Website

RooM collects, processes or otherwise uses, and discloses information about you in accordance with our Privacy Policy. By using the Website, you consent to such collecting, processing, using and disclosing and you warrant that all information provided by you is accurate. Some of the information collected may be processed outside of your home country and/or the European Union.

You acknowledge and agree that if you prohibit or restrict the placement of cookies on your computer equipment this may have adverse effects on or prevent your use of the Website. Cookies are small data files that are placed on the hard drive or browser of your computer equipment. They help us to provide you with a good service when you browse the Website and also allow us to improve the Website. You acknowledge and agree that if you prohibit or restrict the placement of cookies on your computer equipment this may have adverse effects on your use of the Website.

13. Viruses, hacking and other offences

You must not misuse the Website by knowingly transmitting any data, send or uploading any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, malware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware. You must not attempt to gain un-authorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.

We will not be liable for any loss or damage caused by denial-of-service attacks, viruses or other technologically harmful material that may infect or otherwise impact your computer equipment, computer programs, data or other proprietary material or property due to your use of the Website or to your uploading any material to the Website or to your downloading of any material posted on it, or on any website linked to it. We recommend that you install appropriate anti-virus or other protective software on your computer equipment.

14. Links

RooM is not responsible for any external links since we have no control over such resources and websites. You acknowledge that we do not endorse such sites and that we are not in any way liable for any content, advertising, products or other materials which may be available.

In addition, you also acknowledge and agree that RooM is not in any way responsible or liable, directly or indirectly, for any damage or loss caused (or allegedly caused) in connection with use of any such external resources or websites. Use is entirely at your own risk.

15. Indemnification

You agree to indemnify and keep indemnified RooM and its affiliates and their directors, officers, employees, agents, licensors and licencees of Published Content (each an “Indemnified Party”) harmless from all claims, liability, losses, damages, cost and expenses (including allowed costs, reasonable legal fee and disbursements) arising out of or incurred by such Indemnified Party as a result of or in connection with:

  1. any breach by you of these Terms of Use; or
  2. any access to or use of the Website or the Materials (including but not limited to the submission, download or upload of any Content or other material to or from the Website) by you or any person using your Membership Account or Membership Name (irrespective of whether such use takes place with or without your authorization or permission);

including but not limited to all and any claims or actions by any persons against an Indemnified Party for the infringement of any intellectual property, right to privacy or defamation whether intentional or not.

If we believe, in our discretion, that any situation or matter has arisen which could result in a claim by a third party or any such claim is brought against RooM or any other Indemnified Party we are entitled (but not obliged), by written notice to you, to assume the exclusive conduct and defence of such matter including the right to settle this upon any terms. You will in this case, at your expense, fully cooperate with us in relation to the conduct of such a matter.

16. Notification of infringements

If you are a copyright owner or an agent thereof and believe that any Content published on the Website infringes your copyright, please notify us by email to creative@roomtheagency.com or post to RooM, 78 Liverpool Road, London N1 0QD, United Kingdom, providing your full contact details and clearly identifying (i) yourself, (ii) the copyrighted work owned by you the copyright of which you believe to be infringed and (iii) the Materials you claim infringe such copyrighted work and that you are seeking to be removed or access to which is you are seeking to be disabled.

17. General

The relationship between RooM and you is that of independent contractors. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between you and RooM.

You agree to be responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with your use of the Website.

You agree to be responsible for any wireless or non-wireless telecommunication network costs, tariffs, expenses or charges whatsoever incurred by you in connection with the use of this Website or the transmission of data from or to it, including but not limited to the upload of any Content. If at any time RooM fails to exercise any of its rights or remedies under these Terms of Use, this will not constitute a waiver of such rights and remedies and will not relieve you from compliance with your obligations under these Terms of Use.

If any court or competent authority finds that any provision of these Terms of Use (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms of Use shall not be affected. If any invalid, unenforceable or illegal provision of these Terms of Use would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

The agreement between you and RooM pursuant to these Terms of Use is personal to you and is binding on your heirs, executors and legal representatives, as the case may be. You are not allowed to transfer, assign, charge or otherwise dispose of your rights and obligations under these Terms of Use to any person without our prior written consent but we may do any and all of the aforementioned things.

Unless expressly provided in these Terms of Use a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

The headings of these Terms of Use are for convenience of reference only and shall not affect in any way the meaning or interpretation of them.

These Terms of Use are in the English language. In the case of their translation into any other language the English version shall govern.

18. Applicable Law and Jurisdiction

These Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter or formation and any access or use of the Website (including non-contractual disputes or claims) (“Claims”) shall be governed by and construed in accordance with the law of England and Wales.

The English courts will have exclusive jurisdiction over any Claims and RooM and you irrevocably submit to the English courts’ jurisdiction. We retain the right to bring additional or further proceedings against you to enforce any judgement in your country of residence or any other relevant country.

19. Your concerns

If you have any concerns about this Website or these Terms of Use, please contact us at creative@roomtheagency.com.

Thank you for visiting the RooM Website.



By agreeing to join RooM you acknowledge you have read and understood RooM Content Supply Agreement and Terms of Use, accept and agree to them