Terms and Conditions of Use

1. —Platform: the Roombir software, including its source and object code, architecture, databases, interfaces, design, workflows, algorithms, artificial intelligence features, documentation, trademarks and logos, and all of its versions, improvements and derivatives.
2. —User: the natural or legal person who registers for and accesses the Platform, and anyone who accesses it under their account.
3. —Establishment: the accommodation that the User manages through the Platform.
4. —Guest: any person whose data the User uploads to the Platform in connection with their Establishment.
5. —Registration Data: the data provided to create the account.
6. —Guest Data: the personal data of Guests.
7. —Misuse: any conduct described in sections 7 and 8.

2.1Access to the Platform requires the express and prior acceptance of these Terms, the Privacy Policy and the DPA. No account will be created without acceptance.

2.2The person accepting represents that they have sufficient authority to bind the User and the Establishment they represent. If they do not, they will be personally liable for the obligations assumed herein.

The Platform is intended exclusively for businesses, professionals and establishments that use it for commercial purposes. It is not intended for consumers.

4.1The User declares, under oath, that all Registration Data (first and last name, national ID, tax ID, company name, name and address of the Establishment, email, telephone and position) are true, complete and current, that they belong to the User, and that they correspond to a real Establishment operating, or about to operate, in the accommodation sector. The User undertakes to keep them up to date.

4.2Using the identity, documents, data or Establishments of third parties, or registering non-existent Establishments, is prohibited.

4.3Roombir may at any time require supporting documentation (national ID, tax registration certificate, Establishment licence, power of attorney or proof of authority) and suspend access until it is provided. Failure to respond within 5 days, or failure to complete verification, will be deemed an admission that the data are inaccurate.

4.4Each Establishment may have a single main account. Creating duplicate or chained accounts, or accounts in the name of intermediaries, in order to circumvent blocks, limits or verifications is prohibited.

4.5The User is responsible for the confidentiality of their credentials and for all activity carried out under their account.

Roombir grants the User a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to use the Platform solely for the internal management of the User's own Establishment and for the term of the subscription. No ownership rights are transferred.

6.1The Platform is the exclusive property of Roombir and is protected by Argentine Intellectual Property Law No. 11,723, Trademark Law No. 22,362 and the applicable international treaties.

6.2Any suggestions, comments or ideas that the User provides regarding the Platform may be used by Roombir without any obligation of compensation or attribution.

The User undertakes not to, directly or indirectly, and not to allow any third party to:

1. a)Copy, reproduce, clone, replicate or create derivative works of the Platform or of any of its parts, features, interfaces or workflows.
2. b)Reverse engineer, decompile, disassemble or attempt to obtain the source code, the database structure or the business logic.
3. c)Use scrapers, bots, crawlers, scripts or other automated means to extract content, data, structure, interfaces or features, except through the official API and within its limits.
4. d)Perform security scans, penetration tests, load tests or vulnerability assessments without prior written authorization.
5. e)Access the Platform in order to develop, train or improve a competing product or service, or to carry out benchmarking for competitive purposes.
6. f)Share credentials, or resell, sublicense, rent or assign access to third parties.
7. g)Circumvent, disable or interfere with security measures, usage limits or access controls.
8. h)Use the Platform or its content to train artificial intelligence models or to build datasets.
9. i)Document, through screenshots, recordings or detailed descriptions, the internal operation, workflows or interfaces of the Platform for the purpose of replication.

8.1Providing false, inaccurate, incomplete or third-party information, creating accounts in the name of non-existent establishments, or registering in order to explore, evaluate, analyze or replicate the Platform without the intention of using it as a genuine customer, constitutes unauthorized access and Misuse.

8.2In such a case, the license under section 5 will be deemed void from the outset, so that all access will be unlicensed access, and the consequences set out in sections 13 and 14 will apply.

All non-public information about the operation, features, roadmap and architecture of the Platform is confidential information of Roombir. The User may not disclose it or use it for purposes other than those of these Terms, during the term of the agreement and for 5 years thereafter.

10.1The User agrees that Roombir may collect and analyze technical and usage data of the Platform (access logs, IP addresses, devices, technical fingerprints, features used, browsing patterns and errors) for the following purposes: (i) operating and maintaining the service; (ii) ensuring security and detecting abuse or breaches of these Terms; (iii) improving and developing the Platform; and (iv) producing statistics.

10.2Roombir may link accounts by identity, device, IP address, payment method or other technical data in order to detect duplicate registrations or evasion of blocks.

10.3This processing is governed by the Privacy Policy and Argentine Personal Data Protection Law No. 25,326.

11.1The User authorizes Roombir to use the data of their account and Establishment, and activity information, to improve, personalize and develop the Platform and its features, including analytical models and automated suggestions.

11.2Guest personal data will be processed in accordance with the DPA and will only be used to improve the product in aggregated and anonymized form, so that no person, nor the User vis-à-vis third parties, can be identified.

11.3Roombir will not use identifiable Guest data to train its own or third-party artificial intelligence models, nor share such data with AI providers for that purpose.

The User is the data controller of their Guests' personal data and warrants that they have the legal basis, consents and privacy notices required to upload such data to the Platform. Roombir acts as data processor under the DPA.

13.1Sanctions. All Misuse is subject to severe sanctions. Roombir determines them in each case, according to the nature, seriousness and recurrence of the infringement.

13.2Enforcement through legal channels. When enforcing a sanction, Roombir will contact the responsible party using the contact details declared at registration. From that communication onwards, the matter will be handled exclusively through legal channels.

13.3Forfeiture and loss of rights. Once Misuse has occurred, without the need for prior notice or judicial intervention: (i) the account and every account linked to the User, its partners or affiliated companies will be suspended or cancelled; (ii) the User will lose any right to refunds and prepaid credits; (iii) all amounts owed will become immediately due and payable; and (iv) the User will be barred from contracting with Roombir again.

13.4Cessation and destruction. The User undertakes to cease the Misuse immediately and to delete and destroy every copy, replica or derivative, certifying this in writing within 48 hours of the request, without prejudice to compulsory enforcement.

13.5Extended liability. The User is liable for the acts of its employees, contractors, suppliers and any person who accesses the Platform with its credentials or within its account. If the User is a legal entity, its partners and directors are jointly and severally liable for the sanctions where they participated in or consented to the infringement.

13.6Full costs. The costs of detection, computer forensics, forensic audits, legal fees and court costs, both judicial and extrajudicial, will be borne by the infringing User.

13.7Reporting to authorities. Roombir may retain and use all technical records and Registration Data to exercise its rights, including in court, and to report the facts to the competent authorities and to affected third parties.

14.1Evidence. The User accepts that Roombir's logs, access records, IP addresses, technical fingerprints and audit data constitute valid and sufficient evidence of the use of the Platform, unless the User proves otherwise.

14.2Audit. Where there is a reasonable suspicion of infringement, the User will allow Roombir, or an expert appointed by Roombir, to audit its systems, repositories and related products. A refusal to be audited will be presumed to be an admission of the infringement.

Anyone who accesses trial accounts, demos or evaluation versions is subject to the same obligations, sanctions and consequences as set out in these Terms, and represents that they do not represent a competitor and are not accessing for the purpose of competitive analysis.

16.1Roombir may suspend or cancel access immediately and without prior notice in the event of any Misuse, without any right to a refund and without prejudice to other actions.

16.2The User may cancel their subscription in accordance with the plan contracted. After termination, Roombir will keep the data for 30 days for export and will then delete it in accordance with the Privacy Policy, unless there is a legal obligation or a need to exercise rights in relation to Misuse.

17.1Roombir will endeavor to keep the Platform available, but does not guarantee uninterrupted or error-free operation.

17.2Except in cases of wilful misconduct or gross negligence, Roombir's total liability to the User is limited to the amounts paid by the User in the 12 months prior to the event.

17.3Suggestions generated by artificial intelligence features are for guidance only. The User is responsible for the decisions made on the basis of them.

The User will hold Roombir harmless from any claims, damages or expenses (including legal fees) arising from a breach of these Terms, from uploading Guest data without a legal basis, or from third-party claims arising from the User's activity.

Roombir may amend these Terms by notifying the User 15 days in advance and including a summary of the changes. Material changes will require express re-acceptance at the next access. If the User does not accept, they may cancel their subscription.

These Terms are governed by the laws of the Argentine Republic. The parties submit to courts or arbitral seat · pending, waiving any other forum. Interim and urgent measures are governed by section 22.

1. a)If any clause is declared null or unenforceable, the remainder will remain in full force and the null clause will be reduced to the minimum necessary to be enforceable.
2. b)The User may not assign the agreement without written authorization. Roombir may assign it to successors or affiliated companies.
3. c)Notices will be sent by email to the address declared at registration and are presumed to have been received.
4. d)Languages: the Platform is offered in Spanish, English, Portuguese, French and German. Translations are provided for the User's convenience and, in the event of any discrepancy, the Spanish version prevails, unless a mandatory rule of law provides otherwise. The User accepts the version in the language in which it was shown to them, and Roombir keeps a record of this.
5. e)These Terms, the Privacy Policy and the DPA constitute the entire agreement between the parties.

22.1The User acknowledges that a breach of sections 6, 7, 8 and 9 may cause Roombir damage that is difficult or impossible to repair, and that Roombir may therefore request in any jurisdiction, without prejudice to other actions, interim measures, urgent or self-executing measures, seizure of equipment or information, judicial inspection, blocking of access and preservation of evidence.

22.2To the fullest extent permitted by law, the User consents to any counter-security being set as a sworn undertaking, and waives the right to raise objections or dilatory motions that would delay the granting of the measure.

22.3From the moment it receives a request from Roombir regarding alleged Misuse, the User must preserve all related records, repositories, communications, equipment and documents, and refrain from deleting or altering them. Destruction of evidence after the request will be deemed an aggravating factor of the Misuse.

23.1Access restriction. Persons who develop, market or provide hotel management software or substantially similar services, and their partners, employees, contractors or affiliated companies, may not contract for or access the Platform without Roombir's express written authorization. The User represents that it is not in such a situation.

23.2Change of control. The User will notify Roombir within 15 days of any change of control, merger, acquisition of material assets or sale of the Establishment that links it with a competitor of Roombir. Roombir may restrict access or terminate the agreement, with a pro rata refund of unused prepaid amounts, unless there is Misuse.

23.3The restriction in 23.1 does not prevent access by Establishments that use the Platform exclusively for their own hotel operations and do not market software to third parties.

The User represents and warrants that: (i) neither the User nor its partners, ultimate beneficial owners or directors appear on the sanctions lists of the United Nations, OFAC, the European Union or other competent authorities, nor act on behalf of persons included on them; (ii) it complies with the applicable export, anti-corruption and anti-money laundering rules; and (iii) it will not use the Platform in breach of those rules. Roombir may suspend or terminate access in the event of a breach of this clause.

The documents that make up the agreement will be interpreted in the following order of precedence, from highest to lowest: (i) the DPA, in all matters relating to Guest personal data; (ii) these Terms and Conditions; (iii) the security Annex A; and (iv) the Privacy Policy. No commercial proposal, purchase order or other document will amend this agreement unless it is signed by an authorized representative of Roombir and expressly refers to the amendment.

The following will survive termination or cancellation of the account, for the time needed for their performance or the applicable limitation period: sections 6 (Intellectual property), 7 (Prohibited uses), 8 (Registration with false information), 9 (Confidentiality), 11.2 and 11.3, 12, 13 (Sanctions), 14 (Evidence and audit), 17 (Limitation of liability), 18 (Indemnity), 20 (Law and jurisdiction), 21 (General provisions), 22 (Interim measures) and this section.

The User acknowledges having read these Terms, in particular sections 4, 7, 8, 13, 14, 22 and 23, understanding their scope, having had the opportunity to seek legal advice, and considering them reasonable and proportionate to the value of the intellectual property protected.