Terms of Service

AROOM CUSTOMER TERMS OF SERVICE

Last Updated: 3.1.2025

By using the Aroom Platform (as defined below) or otherwise indicating your acceptance of these Aroom Customer Terms of Service (the “Terms”), you agree to be bound by all terms and conditions stated below. Huespace, Inc. (d.b.a. “Aroom”), located at 1201 Wilson Blvd, 27th floor c/o Huespace, Arlington, VA, 22209 (“Aroom”), provides the Aroom Platform. You, the user, are referred to herein as “Customer.” Aroom and Customer are collectively referred to herein as the “Parties.” If you enter these Terms on behalf of a company or other entity, you represent and warrant that you are authorized to do so.

PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE AGREEMENT TO ARBITRATE, WHICH AFFECTS YOUR LEGAL RIGHTS. THE AGREEMENT TO ARBITRATE MAY REQUIRE YOU TO PURSUE ANY CLAIMS AGAINST AROOM ONLY ON AN INDIVIDUAL BASIS, NOT AS A CLASS OR GROUP ACTION, AND MAY LIMIT YOUR RIGHT TO A COURT HEARING OR JURY TRIAL.

1. Definitions

  • “Delivery Provider” refers to any individual or entity fulfilling an Order by transporting Goods to a Recipient.
  • “Goods” are the items outlined in an Order for delivery to a Recipient.
  • “Customer” has the meaning set out in Section 3(C) below.
  • “Platform” is a third-party technology platform integrated with the Aroom Platform that exchanges Order and related Goods information with Aroom. This  Platform may be operated by Customer or, if Customer is a Merchant, by a third party.
  • “Merchant” is the business requesting the delivery of Goods to a Recipient. When Customer directly places an Order through the Aroom Platform for delivery of its Goods, “Merchant” includes Customer.
  • “Aroom API” denotes Aroom’s application programming interface, which facilitates the exchange of information between Aroom and the Customer or a  Platform, as applicable.
  • “Aroom Platform” includes the Aroom API, related websites, documentation, software, and any Aroom-provided technology used in connection with these Terms (including any future mobile or web-based applications) to receive and share information regarding Orders and Goods.
  • “Order” is a request for delivery services placed by a Merchant through the Aroom Platform that Delivery Provider can choose to fulfill. The request includes the Recipient’s name, location, contact details, and any other pertinent delivery information. This can occur (i) through the Aroom Platform’s interface, (ii) by an API request to the Aroom Platform, or (iii) via a  Platform that sends or processes the order object using the Aroom Platform.
  • “Party” means either Aroom or Customer, and “Parties” means both collectively.
  • “Recipient” is the business or entity set to receive the Goods specified in an Order.

2. Aroom’s Responsibilities

A. Aroom Platform

Aroom will grant Customer access to the Aroom Platform as required to share and process Orders in accordance with these Terms and any current Aroom policies posted on or referenced by the Aroom Platform and its documentation.

B. Support and Service Levels

Aroom will offer technical support for the Aroom Platform via phone and email between 8:00 a.m. and 8:00 p.m. Eastern Time (“Support Hours”), provided that:

  1. Before contacting Aroom for support, Customer (including its IT staff) has made reasonable efforts to address and resolve the issue.
  2. The Customer cooperates with Aroom’s support team as needed to fix the issue.

To seek support, Customer may email support@aroom.io. Aroom will use commercially reasonable efforts to make the Aroom Platform accessible 24/7, except during excused downtime, including (i) planned downtime—only occurring between midnight and 3:00 a.m. Eastern Time, with reasonable notice, (ii) unplanned emergency downtime, or (iii) circumstances outside of Aroom’s reasonable control.

C. Integration

If Customer requests integration, Aroom will work with Customer (and, as applicable, the  Platform) to connect their systems to the Aroom API and other relevant elements of the Aroom Platform.

3. Customer Responsibilities

A. Order Information

Customers must supply all data necessary for each Order processed through the Aroom Platform—this includes the Recipient’s address, contact information, and any special instructions. If Customer operates a  Platform that collects Order information from Merchants, Customer must promptly pass along that data to Aroom without alteration through the Aroom API or as otherwise agreed. Customer is liable for any consequences arising from inaccurate or incomplete Order details.

B. Requested Delivery Requirements

Aroom will use reasonable efforts to match Customer’s Orders with Delivery Providers who indicate they can meet any specified delivery requirements. However, Customer acknowledges that availability of such Delivery Providers may fluctuate and that Aroom makes no guarantee any Delivery Provider identified via the Aroom Platform will meet all stated delivery conditions.

C. Consents

Customer must ensure that it (or, if Customer operates a  Platform, that the Merchants) has obtained all permissions or approvals from Recipients and Merchants necessary for Aroom or the relevant Delivery Providers to use any Order details, contact information (including phone numbers), and other required data to track, fulfill, and complete Orders. This includes consent to contact Recipients and Merchants with delivery updates via email, text, or phone. If Customer is a “ Customer” (i.e., if Customer operates a  Platform for Merchants with whom Aroom has a direct contract for using the Aroom Platform), then those Merchants—not Customer—are responsible for securing these consents and approvals.

D. Gratuities

If Recipients can leave Tips for delivery, Customer must forward the entire Tip amount to Aroom (labeled as a Tip or similarly) so that Aroom can remit it to the Delivery Provider. Customer may keep a portion of Tips exclusively for its own employees if Recipients are clearly informed (at the time they submit the Tip) about the portion Customer will retain, and such retention complies with the applicable law. Customer guarantees it will provide such notice. Aroom is not liable for Delivery Provider Tips if Customer does not promptly pay those amounts to Aroom.

E. Pass-Through Terms

If Customer provides access to the Aroom Platform to Merchants with whom Aroom has no direct usage agreement, Customer must enter into a separate agreement with such Merchants (“Merchant Agreement”) that includes terms at least as protective of Aroom as those in these Terms. That Merchant Agreement must be in place before Merchants can use the Aroom Platform in any way via Customer.

F. Non-Solicitation

During Customer’s use of the Aroom Platform and for one (1) year after such use ends, Customer must not directly or indirectly solicit or accept delivery services from any Delivery Provider that has fulfilled Orders via the Aroom Platform under these Terms, nor provide or accept any platform services identical or similar to the Aroom Platform from or for any Merchant that has used the Aroom Platform under these Terms.

G. Compliance with Laws

Customer must abide by all laws and regulations related to its obligations or rights under these Terms. This includes securing any licenses, permits, or insurance that may be required by law for the products sold as part of Orders.

H. Conflicting Agreements

Customer warrants that entering into and performing under these Terms will not breach any other agreement with a third party (including but not limited to exclusivity or right-of-first-refusal clauses with other delivery services). Customer also agrees that it will not sign or undertake any such conflicting agreement while these Terms are in force.

4. Delivery Terms

Orders may be governed by additional conditions set by the Delivery Provider handling that Order (“Delivery Provider Terms”), such as the provider’s refund or cancellation policies and terms of carriage. Customer understands that fulfilling an Order with a particular Delivery Provider may require agreeing to these Delivery Provider Terms. Customer alone bears responsibility for complying with any Delivery Provider Terms, including the Uber Direct API Terms when using Uber’s delivery services. Any concerns regarding Order fulfillment must be addressed in line with the specific Delivery Provider Terms.

5. Payment

Customer agrees to follow the Aroom Payment Terms, which regulate ACH and credit card payments. Besides the fees owed to Delivery Providers, Customer must also pay all other clearly stated fees by Aroom—such as platform, service, catering, or order-specific fees—and Aroom’s delivery orchestration fee for each Order. Customer must pay any undisputed amounts listed on invoices sent by Aroom. Any concerns or disputes regarding invoices must be communicated promptly to support@aroom.io.

When providing a credit/debit card or ACH authorization (“Payment Method”), Customer certifies that all payment details are complete and accurate. Aroom (and its payment processor) will charge Customer’s Payment Method on the schedule indicated during account setup or as otherwise agreed. By supplying a Payment Method, Customer authorizes Aroom and its processor to store, transfer, and charge that method for any Aroom delivery fees and related expenses, taxes, or surcharges. If Customer’s primary Payment Method is invalid or cannot be charged, Customer agrees that Aroom may charge any alternative Payment Method associated with Customer’s account. Aroom may restrict Customer’s access to some or all features of the Aroom Platform if it cannot collect payment using Customer’s saved Payment Method. Payments made by Customer are final and non-refundable unless Aroom decides otherwise. Aroom may use a third-party payment processor (e.g., Stripe) for billing, subject to the payment processor’s terms of service and privacy policy. If the processor deems Customer’s Payment Method expired or invalid, Aroom may try to reprocess charges. Overdue or rejected payments will accrue interest at ten percent (10%) per annum from the date payment was first due.

6. Term and Termination

A. Term and Termination

Customer may discontinue using the Aroom Platform or end these Terms at any time by giving written notice to Aroom. Aroom also has the right to terminate this Agreement or suspend Customer’s access to the Aroom Platform—for instance, for inactivity or if Customer violates these Terms. Suspected fraudulent, abusive, or unlawful behavior may be reported to relevant authorities. Aroom may discontinue offering the Aroom Platform at any time without liability. Upon termination, Aroom may deactivate or delete Customer’s account and associated data immediately. Customer agrees Aroom will not be liable for terminating access to the Aroom Platform.

B. Effect of Termination

Following any termination or expiration of these Terms:

  1. The Receiving Party must return or destroy all Confidential Information (as defined in Section 8(A)) belonging to the Disclosing Party.
  2. Customer must pay any outstanding fees to Aroom.
  3. This Section 6(B) and Sections 3(F), 5, and 7–19 will continue to be effective after termination, as applicable for the period stated therein.

7. Use of Aroom Platform

A. License

Subject to these Terms, Aroom grants Customer a non-exclusive, non-transferable license to use and access the Aroom Platform only to fulfill its obligations and exercise its rights under these Terms.

B. Restrictions

Customer must not (and must not allow others to):

  1. Provide or grant access to the Aroom Platform to any unauthorized party, except as these Terms allow.
  2. Sell, resell, license, sublicense, distribute, rent, or lease the Aroom Platform.
  3. Upload or share through the Aroom Platform any unlawful, infringing, or otherwise tortious content, or content violating privacy rights.
  4. Transmit malicious code through the Aroom Platform.
  5. Circumvent or disable the Aroom Platform’s security or technological features.
  6. Use the Aroom Platform in any manner that bypasses these Terms.
  7. Modify, copy, or create derivative works of the Aroom Platform or any part of it.
  8. Disassemble, reverse engineer, or decompile the Aroom Platform, except to the extent allowed by law, nor attempt to replicate its ideas, features, or functions to build competing products.

C. Modifications

Aroom reserves the right to change, pause, or end the Aroom Platform (or any portion of it) at any time, provided these changes are applied uniformly to similarly situated customers.

D. Suspension

Aroom can suspend Customer’s access (including access to the Aroom API) if Customer violates these Terms or if such use is harming or threatening to harm Aroom, Merchants, Recipients, or others. Aroom will notify Customer of any such suspension.

E. Ownership

Aroom retains all ownership and intellectual property rights in the Aroom Platform. These Terms do not transfer to Aroom or to Customer any ownership interest in any Goods.

8. Confidential Information

A. Definition

Confidential Information” is any business, technical, or financial information shared by one Party (“Disclosing Party”) with the other Party (“Receiving Party”) under these Terms, which is either labeled as confidential or would be reasonably considered confidential based on its nature. Confidential Information does not include information that (i) was known by the Receiving Party without any confidentiality obligation prior to disclosure; (ii) becomes publicly available through no fault of the Receiving Party; (iii) is rightfully obtained from a third party free of any confidentiality duty; or (iv) the Receiving Party can show was created independently without reference to the Disclosing Party’s Confidential Information.

B. Use and Disclosure

The Receiving Party will:

  1. Use Confidential Information only as necessary to fulfill obligations or exercise rights under these Terms.
  2. Restrict disclosure of Confidential Information, except to its employees, contractors, advisors, etc. who must know such information to carry out the Receiving Party’s duties under these Terms and are themselves bound by confidentiality obligations at least as protective as these Terms.
  3. Safeguard Confidential Information using the same measures it applies to its own sensitive data, but never less than a reasonable degree of care.

C. Compelled Disclosures

If law or regulation compels the Receiving Party to reveal any Confidential Information, the Receiving Party must (to the extent lawful) promptly notify the Disclosing Party to allow the Disclosing Party to contest the requirement or seek protective measures.

9. Disclaimer

THE AROOM PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AROOM DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT AROOM IS NOT RESPONSIBLE FOR DELIVERY DELAYS, FAILURES, LOST OR DAMAGED GOODS, OR ERRORS MADE BY DELIVERY PROVIDERS OR RECIPIENTS, NOR FOR INCORRECT MERCHANT, RECIPIENT, OR CUSTOMER DATA. CUSTOMER RECOGNIZES THAT THE AROOM PLATFORM MAY HAVE PERIODS OF INACCESSIBILITY FOR MAINTENANCE OR OTHER REASONS AND THAT AROOM SHALL NOT BE LIABLE FOR SUCH OUTAGES OR RELATED TECHNICAL GLITCHES.

10. Limitation of Liability

IN NO EVENT SHALL AROOM BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, REVENUES, OR BUSINESS REPUTATION, WHETHER SUCH LIABILITY ARISES FROM TORT, CONTRACT, OR ANOTHER LEGAL THEORY, EVEN IF AROOM HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF AROOM UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNTS PAID (OR PAYABLE) BY CUSTOMER UNDER THESE TERMS IN THE TWELVE (12) MONTHS BEFORE THE INCIDENT GIVING RISE TO LIABILITY. AROOM ASSUMES NO LIABILITY FOR LATE OR DAMAGED DELIVERIES OR ANY DELIVERY PROVIDER’S ACTIONS OR OMISSIONS, INCLUDING THE LOSS OR DAMAGE OF GOODS.

11. Indemnification

Customer agrees to defend, indemnify, and hold harmless Aroom, its affiliates, officers, directors, managers, employees, and agents (collectively, “Aroom Indemnitees”) against all claims, costs, damages, judgments, and attorneys’ fees (“Losses”) arising from (a) Customer’s fraud, willful misconduct, or gross negligence; (b) Customer’s violation of any law or regulation; (c) Customer’s infringement or misappropriation of another’s intellectual property; or (d) Customer’s breach of these Terms.

12. Relationship of the Parties

A. Technology Platform Only

The Aroom Platform is an online service that connects Customers, Merchants, and Delivery Providers. Aroom is not acting as a motor carrier, freight forwarder, broker, or shipper, nor is it offering contract carriage under 49 U.S.C. § 13102(4) or § 14101(b) or any similar legislation.

B. Independent Contractors

Aroom and Customer are independent businesses under these Terms. Nothing here creates any partnership, agency, fiduciary, or joint venture relationship. Neither Party may make binding commitments on behalf of the other Party.

13. Modifications to These Terms

Customer acknowledges that Aroom may revise these Terms from time to time. If Aroom makes any significant change, it will notify Customer (e.g., via email or a notice on the Aroom Platform). Such changes become effective on the earlier of (i) Customer’s continued use of the Aroom Platform after receiving the notice or (ii) thirty (30) days after that notice.

14. Dispute Resolution by Binding Arbitration

Please read this section carefully—by agreeing to these Terms, you are consenting to arbitration for most disputes.

A. Agreement to Arbitrate

Customer and Aroom agree that any dispute or claim arising from or connected to these Terms, including alleged breaches, will be exclusively resolved by final and binding arbitration rather than in court, except for qualifying small claims. This arbitration requirement does not prevent either Party from raising concerns with federal, state, or local agencies. Both Parties waive their right to a jury trial or participating in a class action. The Federal Arbitration Act governs this arbitration provision.

B. Class Action Waiver

YOU AND AROOM AGREE THAT EACH PARTY MAY FILE CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS OR REPRESENTATIVE ACTION. Unless both Parties consent otherwise, the arbitrator cannot combine multiple parties’ claims into a single proceeding or preside over any class or representative action.

C. Pre-Arbitration Steps

Aroom prefers to resolve disputes amicably. In most cases, reaching out to support@aroom.io can resolve a concern. If not, the Party seeking arbitration must send a formal “Notice of Dispute” by certified mail to Huespace, Inc. (d.b.a. “Aroom”), 1201 Wilson Blvd, 27th floor c/o Huespace, Arlington, VA, 22209 (the “Notice Address”). If the dispute is not resolved within sixty (60) days, either Party may start arbitration.

D. Arbitration Process

Arbitration shall be conducted by a neutral arbitrator, under the American Arbitration Association’s (“AAA”) Consumer Arbitration Rules (the “AAA Rules”), modified by this Arbitration Agreement. Arbitrators can award the same remedies on an individual basis as a court could. Decisions are enforceable in court but generally not subject to extensive judicial review. If Customer’s claim is $10,000 or less, Customer may choose whether the arbitration proceeds by documents, telephone, or in person. Unless both Parties agree otherwise, any in-person arbitration hearing will be in a location that is reasonably convenient for both Parties.

E. Arbitration Fees

AAA filing and arbitration fees (“Arbitration Fees”) are typically governed by the AAA Rules. If Customer’s claim is for $75,000 or below, Aroom will cover all Arbitration Fees if requested by Customer. The arbitrator may also shift costs under certain circumstances to avoid making arbitration cost-prohibitive.

F. Confidentiality

All arbitration proceedings, rulings, and awards must remain confidential unless otherwise required by law.

G. Severability

If any provision in this arbitration section (other than the class action waiver above) is found invalid, the Parties agree to replace it with a valid and enforceable provision that aligns with the original intent. If the class action waiver is deemed invalid or unenforceable, this entire arbitration agreement is null and void (except with respect to any public injunctive relief claims).

H. Future Changes

If Aroom updates this Arbitration Agreement after you first accepted these Terms, and you continue to use the Aroom Platform, you may reject the update by sending written notice to the Notice Address within thirty (30) days of the change. By rejecting the change, you agree to arbitrate any disputes based on the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes).

15. General

These Terms, along with any policies or references included, form the entire agreement regarding the subject matter and supersede all prior oral or written communications. Customer cannot assign these Terms without Aroom’s prior written approval. Any attempted assignment without such consent is void. These Terms bind and benefit the Parties’ permitted successors and assigns but do not confer rights on third parties. Aroom does not guarantee that the Aroom Platform is available in every location, and Customer is responsible for following any local laws when using the Aroom Platform.

16. Publicity

While Customer is using the Aroom Platform, Aroom may list Customer’s name, trademarks, or logos (collectively, “Marks”) on Aroom’s website and marketing materials solely to identify Customer as a user of the Aroom Platform. Customer grants Aroom a limited, non-sublicensable, worldwide license to use Customer’s Marks for this purpose.

17. Data Protection

Customer may share personal data (“Personal Information”) with Aroom in the course of using the Aroom Platform. Aroom will process such Personal Information solely to perform the services under these Terms or as otherwise instructed in writing by Customer.

18. Governing Law and Venue

Except as otherwise specified, these Terms are governed by the laws of the State of Virginia, excluding conflict-of-law principles. Where arbitration does not apply, the Parties consent to the exclusive jurisdiction of the state and federal courts within Virginia’s Northern District for any lawsuits.

19. Waiver of Rights

If Aroom does not enforce any provision of these Terms, it does not waive the right to enforce that provision in the future. A waiver is only valid if it is in writing and signed by an authorized representative of Aroom. The exercise by either Party of any remedy under these Terms does not limit other available remedies.

20. General Prohibitions

Customer will not:

  1. Use, display, or frame the Aroom Platform or any of its elements without Aroom’s written permission.
  2. Use the Aroom Platform in violation of any laws or regulations, including export laws.
  3. Access or tamper with non-public areas of the Aroom Platform or Aroom’s systems.
  4. Impersonate Aroom, a representative of Aroom, another user, or any other entity.
  5. Attempt to probe or test the vulnerability of any Aroom network or system or breach any security features.
  6. Bypass, remove, or otherwise interfere with any technological measure used by Aroom or others to protect the Aroom Platform.
  7. Use any automated process (e.g., robots, scrapers) to monitor or copy any material from the Aroom Platform.
  8. Attempt to gain unauthorized access to, disrupt, or interfere with the Aroom Platform, servers, or databases.
  9. Reverse engineer or otherwise attempt to derive the source code of the Aroom Platform.
  10. Collect or store personal data of other users of the Aroom Platform without permission.
  11. Encourage or help any other person to do any of the above.

By using the Aroom Platform or otherwise indicating your acceptance, you confirm that you have read, understood, and agree to these Terms in full.