Last modified 3/9/21
This Subscriber Agreement (the “Agreement”) is made by and between ROOST, Inc. (“ROOST”) and You (“Customer”). In this Agreement, Customer is sometimes referred to herein as “you” or “your” and the terms “we”, “us”, or “our” means ROOST and any of ROOST’s parents, subsidiaries, partners (including insurance company partners with whom you may be a policyholder), related parties, employees, subcontractors, assignees or others that we hire to help us deliver the products and services we provide to you under this Agreement. “System” as used herein is defined as any security equipment or other hardware (“Sensors”) received from ROOST and related to our monitoring services, mobile application (“Application”) or all services we provide (“Services”). By purchasing or using the System, Sensors or Services, you irrevocably agree to be bound by the terms of this Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY. This Agreement represent the terms and conditions under which we are willing to provide you the System, Application, Sensors and Services. This Agreement contains important disclaimers, limitations of liability and indemnity obligations and requires that you resolve disputes in arbitration rather than jury trials or class actions. By selecting “I agree” or by purchasing or using the System, Application, Sensors or Services, you irrevocably agree to be bound by the terms of this Agreement, including, without limitation, the disclaimers, limitations of liability, indemnity obligations and dispute resolution process outlined herein. The Roost Privacy Policy found at https://roosthomesecurity.com/privacy is incorporated by reference into this Agreement.
If you have provided or do provide ROOST with mobile phone number(s) for billing and monitoring or System alerts and other non-solicitation purposes, you agree that ROOST may contact you at this/these number(s). You also agree to receive calls and text messages from Roost. You confirm that you are the registered owner of all telephone number(s) that you have or will provide to ROOST to contact you. If you have provided or do provide ROOST with an email address, you agree that ROOST may send you emails and texts regarding your ROOST Services or new ROOST or third-party products and services.
- Services; Term; Payments; Late Fees; Credit Check. The terms and conditions of this Agreement are effective as of the date that you place an order with ROOST (the “Effective Date”). In some cases, your insurance company may pay some or all of your fees for the Services. You agree to pay any upfront or one-time charges on the Effective Date. Unless otherwise described in your order, this Agreement and your order will automatically renew on a month-to-month (monthly term) basis unless either party provides at least thirty days prior notice of termination. You may cancel your Service plan at any time by cancelling your subscription to the Service plan in your account on the Roost eCommerce store. Notwithstanding the foregoing, if you have prepaid for multiple months, you may not non-renew until the end of that pre-paid period. Your Service fees are due monthly in advance. Unless otherwise set forth in your order, Roost will provide you thirty days of no-charge service and your first bill for monthly Services will be generated thirty days after the Effective Date. We may impose a one-time late charge on each payment that is more than ten days past due, which shall be the lesser of $5.00 or the highest amount permitted by law. You consent and authorize us to (i) obtain a non-investigative consumer report about you from a consumer reporting agency at any time during the term, (ii) report your payment performance under this Agreement to credit reporting agencies; (iii) obtain and transmit your name and address to our affiliates and credit reporting agencies for purposes of verifying your credit history and rating, and (iv) record our telephone conversations with you and users of your System for verification and quality control purposes. Roost reserves the right to change, at any time, prices for Sensors and Services offered, and does not provide refunds in the event of a future price drop or promotional offering, or price protection on the monthly subscription rate except through the end of any pre-paid period, if applicable. If Roost increases the monthly subscription fee, we will send you advance notice by email to the email address on file. Your continued use of the Services constitutes your agreement to the price increase.
- Credit Card. You authorize us to make charges, in accordance with your payment schedule and order, to the credit card or debit card you select for the amount due each month in advance and any other amounts you may owe us from time to time, including, without limitation, all state and local taxes or other governmental fees and charges, if any, which are assessed upon such System and/or Service including early cancellation fees and/or non-returned Sensor fees. The amount due each month will be equal to the sum of your monthly Service fee, which is an amount, plus any Additional Charges, (as defined below) incurred during the monthly billing cycle, if any, which would vary and are non-recurring. Your automatic payments will appear on your bank account or credit card statement. Should we be unable to secure your selected payment method, you remain liable for all payments. You are an authorized user of the credit card account provided to ROOST for payment of charges under this Agreement, and you will not dispute payments under this Agreement from this account with your credit card company or bank so long as the amount corresponds to the terms of this Agreement.
- Additional Charges. You are responsible for and agree to pay any and all of the following amounts (collectively, “Additional Charges”) in connection with your System/Service: (a) any and all false alarm fines, permit fees and assessment which may, from time to time, be imposed by government authorities in relation to your System or Service (you agree that to the extent we pay such fines and assessments on your behalf, we are entitled and authorized by you to make a unique charge for reimbursement to the credit card or debit card you have selected and placed on file with us for payments during your Service term); (b) all reasonable charges resulting from additional services we may provide or add, including alarm verification services, as required by police or other emergency response policies of any governmental body, or any expenses we otherwise incur at your request; and (c) a reasonable service charge if we respond to a service call or alarm at your premises which is due to your failure to follow operating instructions or to properly lock or close a window, door or other protected point, or improper or unauthorized adjustment to any of your equipment comprising the System. Payment of each such Additional Charge is due immediately, and we may include all Additional Charges incurred during a monthly billing cycle in the amount billed to you for that cycle. You will also be responsible to pay any early cancelation fees as set forth in your order.
- Sales Tax. Sales taxes, value add and any similar taxes, if applicable, will be added to your purchase(s). You are responsible for all applicable taxes, and Roost has the right to collect any tax it believes it is obligated to collect.
- Shipping and Delivery. Unless otherwise stated in your order, prices for the initial Sensors do include standard shipping costs via FedEx Ground (estimated 5-7 days in the US). They do not include any expedited or overnight shipping costs. The estimated arrival or delivery date is not a guaranteed delivery date for your order.
- We Are Not an Insurer. YOU AGREE THAT: (i) WE ARE NOT AN INSURER OF YOU, OTHER PERSONS LIVING IN, OR PRESENT AT YOUR PREMISES, OR YOUR PREMISES OR ITS CONTENTS; (ii) IT IS YOUR RESPONSIBILITY TO OBTAIN ADEQUATE INSURANCE COVERING YOU, YOUR PREMISES AND ITS CONTENTS, AND OTHER MEMBERS OF YOUR HOUSEHOLD AND OTHER AFFECTED PERSONS AND PROPERTY; (iii) OUR FEES ARE BASED ON THE VALUE OF THE SERVICES WE PROVIDE AND OUR LIMITED LIABILITY UNDER THIS AGREEMENT, AND NOT ON THE VALUE OF YOUR PREMISES OR ITS CONTENTS, OR THE LIKELIHOOD OR POTENTIAL EXTENT OR SEVERITY OF INJURY (INCLUDING DEATH) TO YOU OR OTHERS; AND (iv) THE SYSTEM AND OUR SERVICES MAY NOT ALWAYS OPERATE AS INTENDED FOR VARIOUS REASONS, INCLUDING OUR NEGLIGENCE OR OTHER FAULT. WE CANNOT PREDICT THE POTENTIAL AMOUNT, EXTENT, OR SEVERITY OF ANY DAMAGES OR INJURIES THAT YOU OR OTHERS MAY INCUR WHICH COULD BE DUE TO THE FAILURE OF THE SYSTEM OR SERVICES TO WORK AS INTENDED. AS SUCH YOU AGREE THAT (a) THE LIMITS ON OUR LIABILITY, WAIVERS AND INDEMNITIES, SET FORTH IN THIS AGREEMENT ARE A FAIR ALLOCATION OF RISKS AND LIABILITIES BETWEEN YOU, US AND ANY AFFECTED THIRD PARTIES; (b) YOU WILL LOOK EXCLUSIVELY TO YOUR INSURER FOR FINANCIAL PROTECTION FROM SUCH RISKS AND LIABILITIES, AND (c) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU WAIVE ALL RIGHTS AND REMEDIES AGAINST US, INCLUDING SUBROGATION, THAT YOU, ANY INSURER, OR OTHER THIRD PARTY MAY HAVE DUE TO ANY LOSSES OR INJURIES YOU OR OTHERS INCUR.
- Limitation of Liability. YOUR EXCLUSIVE REMEDIES FOR OUR LIABILITY ARE SET FORTH IN THIS SECTION. EXCEPT AS PROVIDED IN THIS SECTION, NEITHER WE NOR ANY PERSON OR ENTITY AFFILIATED WITH US SHALL BE LIABLE FOR ANY LOSS, INJURY, OR OTHER CONSEQUENCE ARISING DIRECTLY OR INDIRECTLY FROM THE FAILURE OF EITHER THE SERVICES OR SYSTEM TO WORK AS INTENDED, DELAYS IN THE INSTALLATION OF OR REPAIRS TO YOUR SYSTEM, CYBER SECURITY OR DATA BREACHES, OR ANY OTHER INCIDENTS OR UNDERTAKINGS RELATED TO THE SYSTEM OR THE SERVICES. WE ARE NOT LIABLE FOR INTERRUPTIONS OF ANY KIND OR ANY RESULTING CONSEQUENCES. SHOULD SUCH INTERRUPTION OCCUR, WE ARE NOT OBLIGATED TO SUPPLY YOU SUBSTITUTE SERVICES. IF WE OR ANY PERSON OR ENTITY AFFILIATED WITH US IS DETERMINED TO BE RESPONSIBLE FOR ANY SUCH LOSS, INJURY, OR OTHER CONSEQUENCE, YOUR CLAIMS AGAINST US SHALL BE LIMITED TO THE LESSER OF (i) $1,000.00; OR (ii) THE TOTAL MONTHLY SERVICE FEE ACTUALLY PAID IN THE PRECEDING 12 MONTH PERIOD. THIS AMOUNT IS YOUR SOLE AND EXCLUSIVE REMEDY NO MATTER HOW THE LOSS, INJURY, OR OTHER CONSEQUENCE IS CAUSED, EVEN IF CAUSED BY OUR NEGLIGENCE, BREACH OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY BREACH OF WARRANTY, STRICT LIABILITY, FAILURE TO COMPLY WITH ANY APPLICABLE LAW, OR OTHER FAULT. AT YOUR REQUEST, YOU AGREE THAT WERE WE TO HAVE LIABILITY GREATER THAN THAT STATED ABOVE, WE WOULD NOT PROVIDE THE SERVICES OR THE SYSTEM. WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INCIDENTAL, PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST, COMPROMISED OR DAMAGED PERSONALLY IDENTIFIABLE INFORMATION OR OTHER DATA. YOU ACKNOWLEDGE THAT THIS AGREEMENT CONTAINS A LIMITATION OF LIABILITY PROVISION.
- Hold Harmless. IF ANY THIRD PARTY FILES ANY CLAIM OR LEGAL ACTION AGAINST US OR ANY OTHER PERSON OR ENTITY AUTHORIZED TO ACT ON OUR BEHALF, ARISING FROM THE SERVICES OR SYSTEM, YOU AGREE TO DEFEND AND HOLD US COMPLETELY HARMLESS FROM ANY SUCH ACTIONS, INCLUDING ALL DAMAGES, EXPENSES, COSTS, AND ATTORNEYS’ FEES WE INCUR. THIS INDEMNIFICATION SHALL APPLY EVEN IF SUCH ACTIONS ARISE FROM OUR NEGLIGENCE, BREACH OF THIS AGREEMENT, STRICT LIABILITY, NON- COMPLIANCE WITH ANY APPLICABLE LAW OR REGULATION, OR OTHER FAULT. YOU AGREE TO RELEASE US FROM ANY CLAIMS OF ANY PARTIES SUING THROUGH YOUR AUTHORITY OR IN YOUR NAME, SUCH AS YOUR INSURANCE CARRIERS, AND YOU AGREE TO DEFEND US AGAINST ANY SUCH CLAIM. YOU WILL NOTIFY YOUR INSURANCE CARRIER(S) OF THIS RELEASE.
- Legal Actions. EXCEPT WHERE PROHIBITED BY STATE LAW, NO CLAIM OR LEGAL ACTION ARISING OUT OF THIS AGREEMENT, YOUR SYSTEM OR OUR SERVICES (WHETHER BASED ON AGREEMENT, NEGLIGENCE OR OTHERWISE) MAY BE BROUGHT MORE THAN ONE YEAR AFTER THE DATE THE CAUSE OF ACTION FOR SUCH CLAIM ACCRUED.
- No Warranties for the System or Services. EXCEPT FOR THE EXPRESS WARRANTIES APPLICABLE TO THE SENSORS SET FORTH BELOW, THE SENSORS, SERVICES AND THE SYSTEM ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND ROOST AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ROOST MAKES NO REPRESENTATION OR WARRANTY THAT: (1) THE SYSTEM OR SERVICES MAY NOT BE COMPROMISED OR CIRCUMVENTED, (2) THE SYSTEM OR SERVICES WILL PREVENT ANY PERSONAL INJURY OR PROPERTY LOSS; OR (3) THAT THE SYSTEM OR SERVICES WILL PROVIDE ADEQUATE WARNING OR PROTECTION. THE SYSTEM AND SERVICES DO NOT CAUSE AND CANNOT ELIMINATE OCCURRENCES OF THE EVENTS THEY ARE INTENDED TO DETECT OR AVERT, INCLUDING, BUT NOT LIMITED TO, BURGLARIES, ROBBERIES, FIRES, AND FLOODS. YOU UNDERSTAND THAT A PROPERLY INSTALLED AND MAINTAINED ALARM SYSTEM MAY ONLY REDUCE THE RISK OF A BURGLARY, ROBBERY, FIRE OR OTHER EVENTS OCCURRING WITHOUT PROVIDING AN ALARM SYSTEM, BUT IT IS NOT INSURANCE OR A GUARANTEE THAT THE SYSTEM AND SERVICES PURCHASED WILL DETECT OR AVERT SUCH INCIDENTS OR THEIR CONSEQUENCES, OR THAT THERE WILL BE NO PERSONAL INJURY OR PROPERTY LOSS AS A RESULT.
- Homeowners Insurance Discount. Homeowners’ insurance discounts may vary depending on the insurance company. Roost does not guarantee any discounts and recommends any inquiries be directed to your insurance provider.
- Personal Non-Commercial Use Limitation. Unless otherwise specified in your order, the System is for your personal and non-commercial use.
- Sensors Warranty; Warranty Disclaimer.
- Lifetime Sensor Warranty
- For all purchased subscriptions that include the lifetime Sensors warranty, and as long as you are current on your monthly subscription payments, Roost will repair or replace any defective Sensors (with new or refurbished equipment, at Roost’s sole option and excluding unsupported Sensor generations and new generation Sensors) at any time at no cost to you as long as you continue paying the applicable fees.
- To obtain warranty service, you must obtain a Return Material Authorization (RMA) from Roost customer service at www.getroost.com/returns.
- If Roost determines that the Sensor is eligible for mail-in service, Roost will provide you with an RMA and send a prepaid shipping label, so that up may ship the defective Sensor to Roost. Roost will pay the shipping costs to and from your location.
- This warranty excludes and you are solely responsible for the monitoring and replacement of all batteries for all Sensors.
- Lifetime Sensor Warranty
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- Limited Sensor Warranty.
(i) For all other subscriptions, Roost will repair or replace any defective Sensors (with new or refurbished equipment, at Roost’s sole option) that you purchase at no cost to you for a period of 12 months from the date of purchase.
(ii) To obtain warranty service, you must obtain a Return Material Authorization (RMA) from Roost customer service at www.getroost.com/returns.
(iii) If Roost determines that the Sensor is eligible for mail-in service, Roost will provide you with an RMA and send a prepaid shipping label, so that Policyholder may ship the defective Sensor to Roost. Roost will pay the shipping cost to and from your location.
(iv) After the expiration of the 12-month warranty period you are responsible for the cost of all replacement Sensors, including all shipping charges.
(v) If you fail to return the defective Sensors you void this warranty and must pay Roost the MSRP for the Sensors.
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- Disclaimer. Subject to the terms of the applicable warranty set forth above, you are responsible for the loss of, damage to, or the entire cost of, any necessary service or repair of the Sensors. You have no right to sell, give away, transfer, pledge, mortgage, alter or tamper with the Sensors. In the event of a defect, to the extent permitted by law, the process set forth in this Section are your sole and exclusive remedies. OTHER THAN THE WARRANTIES SET FORTH ABOVE, WE MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING ANY SERVICE, SYSTEM OR SENSORS, WHICH ARE PROVIDED TO YOU AS IS AND WITH ALL FAULTS. ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED. By purchasing or using Sensors from us, you acknowledge that you have had an opportunity to review our warranty terms, have done so to the degree you feel you need to be familiar with them, and you accept their terms and conditions, including the limitations, exclusions, and disclaimers. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the disclaimers, exclusions or limitations may not apply to you, and you might have additional rights.
- Limitations on our Warranty Obligations. We have no obligation under any warranty if we reasonably determine that your need for service was caused by any event, condition or circumstance beyond our control, other than ordinary wear and tear to the Sensors. For example, our warranties does not cover any of the damage or loss of use resulting from, or necessary because of, any of the following: natural disasters, fires, storms, accidents, acts of God, strikes, riots, floods, or terrorism. Furthermore, our warranties do not cover any of the damage or loss of use resulting from, or necessary because of, any of the following: (A) your misuse of, or tampering with, the Sensors; (B) your failure to provide ordinary maintenance to your Sensors or any accessories; (C) anyone other than our authorized representative performing service on the Sensors, (E) physical alterations made by you or third parties to your premises or the Sensors, (E) any change in laws or regulations that make it impossible or impracticable to continue using the System as is; or (f) any other reasons beyond our control. You are solely responsible for the monitoring and replacement of all batteries for all Sensors.
- Non-Returned Equipment Fee. Reserved.
- Risk of Loss. We are not responsible for loss or damage to the Sensors due to events or circumstances beyond our control. No such loss or damage will relieve you of your obligations under this Agreement.
- Installation.
- Self-Installation. You are responsible for the installation of the System and agree to follow our instructions regarding such self-installation. You agree that (i) you are ultimately responsible for any installation work you undertake to perform, and we will not be liable for any consequences of, or be otherwise responsible for, any such work, and (ii) the billing commencement date for Services we provide will be thirty (30) days after the Effective Date. Some municipalities require a permit for your System even if you install it yourself and do not have it professionally monitored. You should check with your municipality to determine if you need a permit for your System. You are solely responsible for all permit fees.
- Services.
- Monitoring Services: If you experience a life/safety, property risk, fire, flood, burglary, robbery, or other emergency event, do not wait to be contacted by the monitoring center. Instead, if you are able to do so safely, you should immediately contact the police, fire department, 911 or appropriate emergency response service.
- US Procedures: If your system is purchased and installed in the US, the terms of this Section apply to you. We shall program your System to communicate with our third-party monitoring facility (the “Center”). When the Center receives an actionable alarm signal from your System (an “Alarm Event”), the Center will make reasonable efforts, consistent with local laws and our response policies, to make the appropriate notifications. These notifications may include push notifications, SMS text and live operator calls to your premises, the local emergency response provider (“Emergency Response Provider” or “ERP”), one or more persons designated on your Monitoring Information Schedule (emergency contacts, primary and secondary), as provided by you to us within the mobile app monitoring activation sign-up process. You acknowledge we are subject to various governmental regulations and industry standards designed to reduce false alarms, such as enhanced call verification (known as ECV or 2-call verification). If your jurisdiction requires the use of ECV, when the Center receives an Alarm Event, the Center may first send an SMS text or try to call a person on the Monitoring Information Schedule as populated in the Application, and if there is no answer then will try to call another telephone number on the Monitoring Information Schedule, if any. You agree and acknowledge that providing and maintaining accurate and current emergency contact information in the Monitoring Information Schedule is your sole responsibility. By providing the names and telephone numbers of the persons in the Monitoring Information Schedule, you represent that you have obtained such persons’ consent to our calling those numbers in case of an Alarm Event, including by use of a SMS text. If there is no answer to this contact method or the person contacted indicates that an emergency exists, the Center will attempt to notify an appropriate Emergency Response Provider. You understand and agree that ECV and similar standards may result in practices and procedures that delay the notification of authorities of alarm activations, including, without limitation, programmed delays in your System’s communication with our Center and multiple attempts by us to contact the monitored Premises. In the event an Alarm Event is detected, we may, in our sole discretion, endeavor to contact the Premises by SMS text and telephone to verify that it is not a false alarm. We may, without notice to you, in response to governmental or insurance requirements, or for any other commercially reasonable purpose within our discretion, alter, amend or discontinue any of our policies and procedures for alarm response. Also, you acknowledge and agree that any special instructions provided by you for the handling of alarm signals must be presented and agreed to by us in writing. We may, in our sole discretion, reject your special instructions. You understand that any deviation from our normal Alarm Event handling procedures may result in increased risk of loss or damage to you and your Premises.
- Canadian Procedures: If your system is installed in Canada, the terms of this Section apply to you. TBD.
- Internet/IP Based Communications: We require the user to connect to their personal Wi-Fi service. YOU ACKNOWLEDGE THAT SIGNAL TRANSMISSION MAY BE INTERRUPTED BY IRREGULARITIES IN THAT SERVICE, POWER OUTAGES OR OTHER CIRCUMSTANCES BEYOND OUR CONTROL, IN WHICH CASE THE CENTER WILL NOT RECEIVE THE SIGNAL FROM THE SYSTEM. You are required to maintain a high-speed/always-on Internet connection at all times. We strongly recommend that you implement uninterrupted power supply (UPS) at your premises to ensure uninterrupted communication service. As a back-up service, we will utilize an LTE-M or NB-IoT cellular system for transmitting alarm signals from your System to the Center. There may be times when your System will be unable to acquire, transmit, or maintain an alarm signal, and that wireless transmissions may be impaired or interrupted by a variety of conditions and circumstances beyond our control, including congestion, wireless carrier maintenance, storms and power failures. We are not responsible for your internet service. You agree that your telecommunication provider’s liability is limited to the same extent our liability is limited pursuant to the terms of this Agreement and that the Center cannot receive signals should your System’s mode of signal transmission become interrupted, non-operational, or damaged. You also acknowledge that your System is a non-supervised reporting device, and that we will not be aware of any interruption in the communication of your System with our Center. If your service utilizes broadband internet service, you acknowledge and agree that you will maintain 120V AC power supply and battery backup for each device; (ii) you are responsible for your IP service or network; (iii) you may be required to maintain a static IP address, which may require you to incur additional costs; (iv) you may be required to open certain port(s) on your firewall for proper communication; and (v) you are responsible for the configuration and battery backup of your routers, firewalls, switches, and hubs, if applicable, to ensure communication with our Center. Further, you acknowledge that we are not liable for any loss or damage to any computer system or electronic data due to your selection of IP based alarm services.
- Alarm Verification: If your police department or Emergency Response Provider now or in the future requires physical or visual verification of an emergency condition before responding to a request for assistance, you agree to subscribe to such service if provided by us, or otherwise comply with such requirements. We may charge an additional fee for such service.
- Practice Period: You agree that during the 48 hour “Practice Period” following activation of your System we have no obligation to, and will not, notify any authorities, you, or emergency contacts if we receive an alarm signal, even if due to an actual emergency event. Once the online registration of Services has been completed by you, you may stop this Practice Period at any time by calling us; provided, however, that if an alarm permit for the Premises is required to be filed by your local authorities (any such location registration of the Premises, an “Alarm Permit”), we will extend the Practice period until the Alarm Permit requirements are fully completed.
- Detection of Smoke Alarm Signals: If ordered by you, the System will monitor fire safety sensors or listener Sensors designed to receive signals from your existing smoke alarm or carbon monoxide (“CO”) detectors, which smoke and CO detectors are neither provided nor monitored by us. Our fire safety sensors may not function if electrical power is cut and the back-up battery system is low or fails, or in situations where a fire causes electrical failure before smoke is detected. FOR FIRE SAFETY SENSORS TO OPERATE AS INTENDED: (1) OUR FIRE SAFETY SENSORS MUST BE INSTALLED IN ACCORDANCE WITH OUR SETUP INSTRUCTIONS; AND (2) YOU MUST INSTALL AND MAINTAIN SEPARATE BATTERY POWERED SMOKE DETECTORS AND/OR CO DETECTOR, AND REPLACE BATTERIES AS NEEDED. YOU ACKNOWLEDGE THAT WE DO NOT SUPPORT FIRE, SMOKE OR HEAT DETECTION AT ANY LOCATION, INCLUDING WITHOUT LIMITATION, AS MAY BE REQUIRED BY FIRE MARSHALL CODES. WE DO NOT PROVIDE ANY WARRANTIES REGARDING FIRE, SMOKE, CO OR HEAT DETECTION FOR ANY USERS. IF THE ALARM SYSTEM INCLUDES SMOKE AND/OR CARBON MONOXIDE DETECTORS, YOU AGREE THAT: (A) THE NUMBER AND PLACEMENT OF SUCH DETECTORS MAY NOT FULFILL THE REQUIREMENTS OR RECOMMENDATIONS IN CODES, LAWS OR STANDARDS THAT APPLY IN YOUR JURISDICTION, INCLUDING THE CODE PROVISIONS OF THE NATIONAL FIRE PROTECTION ASSOCIATION AND THE INTERNATIONAL RESIDENTIAL CODE; (B) YOU HAVE SOLE RESPONSIBILITY FOR COMPLYING WITH ANY AND ALL CODES, LAWS AND STANDARDS THAT MAY APPLY TO THE INSTALLATION, PLACEMENT AND MAINTENANCE OF THE ALARM SYSTEM; AND (C) ANY SMOKE AND/OR CARBON MONOXIDE DETECTORS DESCRIBED IN THIS AGREEMENT ARE SUPPLEMENTAL DEVICES ONLY AND ARE NOT INTENDED TO BE PART OF A PRIMARY FIRE ALARM OR CARBON MONOXIDE DETECTION SYSTEM.
- Detection of Intrusion Alarm: If ordered by you, the System will monitor intrusion sensors (Entry and Motion) designed to receive signals from your entry (door/window) or motion sensors. When the Center receives an intrusion-related Alarm Event, we will make reasonable efforts, consistent with local laws and our response policies, to make the appropriate notifications. These notifications may include the local Police or Emergency Response Provider, the person designated on your Monitoring Information Schedule or the monitored premises. The provisions relating to Alarm Events shall apply to intrusion-related Alarm Events.
- Water Leak Detection: In the event that you purchase or use a water leak Sensor, we will monitor the water leak Sensor(s) installed with your System. You acknowledge that, depending on the placement of water leak Sensors (which, unless specified in our instructions, shall be at your sole discretion), water intrusion may not always be detected. We will make reasonable efforts to provide initial push notifications of any water leak that is detected. If the water leak duration is greater than 5 minutes, we will escalate a signal to the Center, and they will begin an interactive SMS text and telephone communication with you and your designated Emergency Contacts to verify receipt of the notification.
- Armed Intruder Sensor: If you purchase or use an Armed Intruder Sensor, your manually initiation of the armed intruder sensor will send the Center an armed intruder alarm event. When the Center receives an armed intruder Alarm Event, we will make reasonable efforts, consistent with local laws and our response policies, to notify appropriate local Emergency Response Providers.
- Panic Button Monitoring: You can activate your System to communicate with our Center when you initiate the panic feature of your System at the keypad. When the Center receives a panic-related Alarm Event, we will make reasonable efforts, consistent with local laws and our response policies, to make the appropriate notifications. These notifications may include the local Emergency Response Provider, the person designated on your Monitoring Information Schedule or the monitored premises. The provisions relating to Alarm Events shall apply to panic-related Alarm Events.
- Hostage/Distress Code Monitoring: You can activate your System to communicate with our Center when you initiate the Hostage feature of your System at the keypad. When the Center receives a hostage-related Alarm Event, we will make reasonable efforts, consistent with local laws and our response policies, to make the appropriate notifications. These notifications may include the local Emergency Response Provider, the person designated on your Monitoring Information Schedule or the monitored premises. The provisions relating to Alarm Events shall apply to hostage-related Alarm Events.
- Temperature Monitoring: If you purchased or use a water leak Sensor with the included temperature monitoring Sensor, the System will monitor the temperature monitoring Sensor(s) installed with your System. You acknowledge that, depending on the placement of temperature monitoring Sensors (which, unless specified in our instructions, shall be at your sole discretion), temperature fluctuations within the premises may not always be detected. You further acknowledge that the purpose of the temperature monitoring Sensor is to monitor the temperature near the Sensor and to send signals to the Center upon reaching 40°F and 105°F. We will make reasonable efforts to provide interactive SMS text and telephone communication with you and your designated Emergency Contacts to verify receipt of the alert notification. The temperature monitoring device is not designed, or intended, to detect fire in the premises.
- Push, Email and Text Messages: Based on your account configuration, you may have elected and consented to receive push notifications, email or text messages notifying you of arm and disarm events that occur with your System. You agree that these notifications are not intended to replace our professional monitoring services and you understand there is inherent risk associated with response to potential alarm events. Under no circumstances will we be liable for any loss, injury or damage of any kind incurred as a result of your self-response to these notifications. We are not responsible for any software or hardware purchases necessary for you to remotely access your System. Also, we are not responsible for your internet, cellular or telecommunication services, which can be affected by conditions beyond our control. We are not responsible for message delivery times, which can vary greatly and are not guaranteed. Standard internet service provider, text messaging and cellular data rates from your carrier and service providers may apply.
- ROOST Application. You will have access to your monitoring account via the Application and receive various notifications from your System. When the SmartBase is connected to WiFi, you will also be able to remotely arm and disarm the service. We are not responsible for any software or hardware purchases necessary for you to remotely access your System. Also, we are not responsible for your internet, cellular or telecommunication services, which can be affected by conditions beyond our control and which can affect your ability to access your monitoring account.
- Monitoring Services: If you experience a life/safety, property risk, fire, flood, burglary, robbery, or other emergency event, do not wait to be contacted by the monitoring center. Instead, if you are able to do so safely, you should immediately contact the police, fire department, 911 or appropriate emergency response service.
- Additional Optional Services. If you have ordered additional Services or Sensors not listed above, those additional Services or Sensors may be subject to further terms and conditions specifically applicable to those Services or Sensors. Any such additional terms included with or that you click on “I agree” are incorporated into this Agreement for all purposes.
- Customer Duties. In addition to your other obligations under this Agreement, you must (i) instruct all persons who use the System on its proper use; (ii) test your System’s protective devices and send test signals at least monthly to our Center; (iii) remove all items that interfere with alarm detection devices; (iv) replace batteries powering alarm devices as needed; (v) notify us immediately of a problem with your System; (vi) obtain and keep in effect all permits and licenses required for the installation and operation of your System; (vii) pay all governmental usage fees and taxes imposed on or in connection with your System; (viii) provide us and maintain a complete and accurate Monitoring Information Schedule and promptly notify us in writing of any changes to it; and (ix) provide us any other emergency information we may request. Your failure to perform under this paragraph is a material breach of this Agreement. You agree that we may provide the information on the Monitoring Information Schedule to any governmental authority having jurisdiction over us or your System. LOCAL AUTHORITIES MAY IMPOSE PERMIT FEES THAT YOU WILL HAVE TO PAY TO OBTAIN NECESSARY ALARM PERMITS. LOCAL AUTHORITIES MAY NOT RESPOND TO ALARM NOTIFICATIONS FROM, AND MAY LEVY FINES FOR DISPATCH TO, UNPERMITTED OR UNLICENSED PREMISES. THEREFORE WE MAY NOT MONITOR YOUR SYSTEM OR DISPATCH EMERGENCY RESPONSE PERSONNEL UNTIL YOU HAVE OBTAINED AT YOUR EXPENSE ALL NECESSARY ALARM PERMITS, AND PROVIDED US WITH THE ALARM PERMIT NUMBER.
- Termination
- Termination: Either party may non-renew this Agreement and your order as described above. If Roost does not renew, we will refund any advance payments you may have made beyond the termination date, less any amount still due from you. If you non-renew the Agreement or your order, no refund of any fees will apply. We may terminate this Agreement and your order at any time for any of the following reasons, in which event we will refund any advance payments you may have made beyond the termination date, less any amount still due from you, if applicable:
- We decide to cease providing the Services;
- Our monitoring center, equipment or facilities, or the telephone network, are destroyed, damaged or malfunction, so that it is impractical for us to continue providing the services;
- We determine that it is impractical to continue providing our Services due to the modification or alteration of your monitored residence after installation of your System, or that the condition of your residence presents an undue risk to our service personnel; or
- Your System generates excessive false alarms due to circumstances beyond our control.
- Termination With 30 Days’ Notice: We may upon thirty days prior notice to you, suspend your Service or terminate this Agreement and your order for any of the following reasons:
- You fail to pay any fees when due under this Agreement;
- You otherwise fail to comply with your obligations under this Agreement;
- You fail to follow operating instructions for your System, or tamper with or allow unauthorized persons to access or repair your System, which causes the system to malfunction; or
- You become a debtor in a bankruptcy proceeding.
- Charges to Credit or Debit Card as Result of Termination; Collections. You authorize us to make charges to the credit card or debit card account you select. You understand that you will incur fees and charges as a result of your receipt and use of the Service and the System. By giving us your credit or debit card account information at any time, you authorize us to apply this method of payment, in accordance with applicable law, to satisfy any and all amounts due upon cancellation, non-renewal or termination. In addition, you also promise to pay us any reasonable fees and expenses we may incur in collecting any amount owed under this Agreement, including reasonable attorneys’ fees. You also agree not to hold us liable for any losses you may experience as a result of our suspension of your Services or termination of this Agreement or your order for any of these reasons. If you or we suspend or terminate your Services, the System will not operate and our Center will not provide Service. If you are past due or in default, we are authorized to seek collection of the past due amount. You will be responsible for paying the entire remaining balance owed under the Agreement as well as all fees assessed by the collection agency, to the extent allowed by applicable law. You acknowledge that any attempts to collect a debt by a third-party collection agency are not to be attributed to us.
- Termination: Either party may non-renew this Agreement and your order as described above. If Roost does not renew, we will refund any advance payments you may have made beyond the termination date, less any amount still due from you. If you non-renew the Agreement or your order, no refund of any fees will apply. We may terminate this Agreement and your order at any time for any of the following reasons, in which event we will refund any advance payments you may have made beyond the termination date, less any amount still due from you, if applicable:
- Account Access. You must use the one time 6-digit code (OTP) sent to your mobile number for initial account setup and for each login to the App or eCommerce account. If you share your mobile phone password access with others, they will have the ability to make changes to your account, including address updates, changes to emergency contact information. Accordingly, you agree to (i) immediately notify us of any unauthorized use of your OTP code and account or other breach of security and (ii) use only your OTP code to log in to your ROOST account. We will not be liable for any claims, liabilities, damages, losses or expenses arising from the use of your account or password by third parties.
- Assignment; Third-Party Beneficiaries. You may not assign this Agreement without our written consent, and any attempted assignment by you will be void. This Agreement applies only to the applicable premises and may not be transferred to a different location. We may assign this Agreement or subcontract any of our obligations under this Agreement without your consent and without notice to you. This Agreement, shall apply to the work and services our assignees, affiliates (including our parent company) or subcontractors provide, and shall extend to and protect our assignees, affiliates, partners (including insurance company partners with whom you may be a policyholder) and subcontractors in the same manner it applies to and protects us. OUR CONTRACTORS, PARTNERS (INCLUDING INSURANCE COMPANY PARTNERS WITH WHOM YOU MAY BE A POLICYHOLDER) AND AFFILIATES SHALL BE DIRECT AND INTENDED THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT AND MAY ENFORCE IT DIRECTLY AGAINST ANY OTHER PARTY HERETO.
- Governing Law; Notice. You and Roost agree that all Services, and Sensors you purchase shall be deemed to be provided by Roost solely based in the State of California. This Agreement shall be governed by applicable Federal laws and the laws of the State of California, without regard to choice of law principles. Notwithstanding the foregoing, Section “Resolving Disputes” shall be governed by the Federal Arbitration Act. Notices are considered delivered when we send them by email or fax to any email address or fax number you have provided to us, or three (3) days after mailing to the most current billing address we have on file for you, if sent by us, or to ROOST, Inc., 1250 Borregas Ave., Sunnyvale, California 94089, Attn: Customer Disputes, if sent by you.
- Entire Agreement; Severability; Survival. This Agreement is the entire agreement between you and us, and supersedes all previous contracts between you and us regarding alarm monitoring or similar services at the premises. You agree that we are not bound by and you have not relied on any representation, promise, condition, inducement or warranty, express or implied, not included in this Agreement. The terms and conditions of this Agreement shall govern over the provisions of any other document with inconsistent terms. If any of the provisions of this Agreement shall be determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. A waiver of any part of this Agreement in one instance isn’t a waiver of any other part or any other instance. The provisions of this Agreement concerning the ongoing interests of the parties shall survive the termination or expiration of this Agreement and your account, as well as voluntary payment in full by you, any legal proceedings by us to collect a debt owed by you, any bankruptcy by you, or any sale by us of your account. This Agreement shall inure to the benefit of our parent, partners, subsidiaries, affiliates, predecessors, successors, assigns, as well as the officers, directors and employees of each of these entities.
- Roost’s Right to Change the Terms of this Agreement. Roost reserves the right to change the terms of this Agreement as it deems reasonable and appropriate without notice to you. Any changes to this Agreement are effective in the next calendar month following the date such changes are posted to https://roosthomesecurity.com/agreements, or the Application. The date of the most recent changes to this Subscriber Agreement are listed at the beginning of this document. Roost encourages you to use the Application and its website to verify the date that this Agreement was last updated.
- Resolving Disputes. In order to expedite and control the cost of disputes, you and we agree that any legal or equitable claim relating to or arising out of this Agreement, including any addendum thereto or our Services, the Sensors and the System (referred to as a “Claim”) will be resolved as follows:
- Informal Resolution. We will first try to resolve any Claim informally. Accordingly, neither of us may start a formal proceeding for at least 60 days after one of us notifies the other of a Claim in writing. Such notices are to be sent in accordance with the notice provisions set forth above.
- Formal Resolution; BINDING ARBITRATION. If we cannot resolve a Claim informally, any Claim either of us asserts will be resolved only by binding arbitration. The arbitration will be conducted under the rules of JAMS that are in effect at the time the arbitration is initiated (referred to as the “JAMS Rules”) and under the rules set forth in this Agreement. If there is a conflict between JAMS Rules and the rules set forth in this Agreement, the rules set forth in this Agreement will govern. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. You may, in arbitration, seek any and all remedies otherwise available to you under applicable law. If you decide to initiate arbitration, each party will share equally in the costs of the arbitration and arbitrator. Other fees, such as attorney’s fees and expenses of travel to the arbitration, will be paid in accordance with JAMS Rules. The arbitration will be held in San Francisco, CA and you irrevocably agree to that venue. To start an arbitration, you or we must do the following things:
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- Write a Demand for Arbitration. The demand must include a description of the Claim and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at www.jamsadr.com.
- Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to:
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JAMS
Two Embarcadero Center
Suite 1500
San Francisco, CA 94111 Send one copy of the demand for arbitration to the other party.
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- Special Rules. (i) In the arbitration proceeding, the arbitrator has no authority to make errors of law, and any award may be challenged if the arbitrator does so. Otherwise, the arbitrator’s decision is final and binding on all parties and may be enforced in any federal or state court that has jurisdiction. (ii) Neither you nor we shall be entitled to join or consolidate claims in arbitration by or against other individuals or entities, or arbitrate any claim as a representative member of a class or in a private attorney general capacity.
Accordingly, you and we agree that the JAMS Class Action Procedures do not apply to our arbitration. A court may sever any portion of this Section that it finds to be unenforceable, except for the prohibition on class, representative and private attorney general arbitration. Notwithstanding the foregoing, you may assert an individual action in small claims court in lieu of arbitration.
- Personal Information. You consent to ROOST’s use of your personal information and that of third parties provided by you for the purpose of monitoring, setting up and administering your ROOST Services (including credit approval, invoicing and collecting) and providing information on new equipment or Services. You have obtained the consent of the third parties, whose personal information you provided to ROOST, to use such personal information for the administration of your account with ROOST. ROOST may collect, use, disclose and transfer your personal information, and that of third parties provided by you, to ROOST’s parents, affiliates, subsidiaries and successor corporations, any subcontractor or assignee of this Agreement or any applicable authority having jurisdiction that requests such information to administer alarm monitoring services or alarm system license, permit or similar programs. Additionally, Roost may disclose data collected from the Sensors and Alarm Events to any insurance company with whom you may be a policyholder. Roost may also anonymize and aggregate all such data for statistical or other analysis and commercialization, provided that such anonymized and aggregated data does not contain any personally identifiable information.
- Delays. ROOST HAS NO RESPONSIBILITY OR LIABILITY TO YOU OR ANY OTHER PERSON FOR DELAYS IN THE INSTALLATION OR REPAIR OF THE SYSTEM, REGARDLESS OF THE REASON. ROOST HAS NO RESPONSIBILITY OR LIABILITY FOR INTERRUPTIONS OF SERVICE OR ANY RESULTING CONSEQUENCES WHETHER DUE TO STRIKE, RIOT, FLOOD, FIRE, TERRORISM, ACT OF GOD OR ANY OTHER CAUSE WITHIN OR BEYOND ROOST’S CONTROL. IF THERE ARE SERVICE INTERRUPTIONS, ROOST HAS NO OBLIGATION TO SUPPLY YOU WITH SUBSTITUTE SERVICES.
- Software. All software provided as part of the System is proprietary to ROOST and/or ROOST’s suppliers and is licensed or sublicensed to you on a non-exclusive basis. You will not (a) disclose the software or any source code for the software to any third parties, (b) duplicate, reproduce, reverse engineer, modify, create derivative works from or copy all or any part of the software, or (c) use the software on equipment other than the equipment covered by this Agreement. ROOST is not responsible or liable for any damages to or changes in the performance of your hardware following installation of any software or provision of Services under this Agreement. You agree to receive any software updates and upgrades that ROOST or its contractors send or remotely download.