Roost, Inc. Alert Monitoring & Service Agreement Terms and Conditions

Last Update: September 15, 2022

PLEASE READ THIS AGREEMENT CAREFULLY. BY USING ANY OF OUR SERVICES, EQUIPMENT, THE SYSTEM OR THE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS SET OUT BELOW WHICH ARE THE TERMS AND CONDITIONS UNDER WHICH WE WILL PROVIDE YOU THE SYSTEM AND YOU HAVE READ AND UNDERSTOOD ITS TERMS, INCLUDING THE SECTIONS ENTITLED DISCLAIMER OF WARRANTIES, NO INSURANCE PROVIDED, APPLICABILITY OF LIMITATIONS, INDEMNITIES AND RELEASE, LIMITATION OF LIABILITY, THIRD PARTY DISCLAIMER INDEMNITY AND RELEASE, SPECIFIC EXCLUSIONS, AND INDEMNIFICATION.  THESE SECTIONS LIMIT THE LIABILITY OF ROOST PARTIES AND THIRD PARTIES TO YOU AND REQUIRE YOU TO INDEMNIFY ROOST PARTIES AND THIRD PARTIES IN CERTAIN CIRCUMSTANCES. THE ROOST PRIVACY POLICY OF THE ALERT PROGRAM CAN BE FOUND AT https://getroost.com/alert-program-privacy-policy/, AND IS INCORPORATED BY REFERENCE INTO THIS AGREEMENT.

THIS AGREEMENT IS BETWEEN YOU AND ROOST, AS SUCH TERMS ARE DEFINED BELOW.

1. Definitions

In this Agreement: “Roost”, “us”, “we”, and “our” mean Roost, Inc. and its affiliated companies (and their respective employees, contractors, subcontractors, officers, directors, shareholders and representatives); “Roost Provider” means a party that furnishes Equipment or performs all or any portion of the Services on behalf of Roost including Monitoring Providers, agents, representatives, suppliers, service providers, licensors, contractors, and subcontractors, but excludes any entity described as a Third Party; “Roost Parties” means Roost and Roost Providers; “Third Party” means an entity that provides websites, applications, content, service or support that enables you to acquire, access, or use our System through an application (and its respective employees, contractors, subcontractors, officers, directors, shareholders and representatives); “Equipment” means any device, equipment or hardware purchased from or through us under this Agreement, including sensors. A specific selection of Equipment may be referred to as a “home monitoring system”, “home security system”, “security system” or “system” in materials other than these Terms & Conditions but should not be confused with the definition for “System” in these Terms & Conditions; “including” means including but without limitation; “Service” or “Services” means the home monitoring services, either monitored by a Monitoring Provider, or self-monitored, and any other services that you subscribe to or purchase from or through Roost under this Agreement; “Monitoring” or “Monitored” means the home monitoring Services provided by Roost’s contracted Monitoring Providers; “Monitoring Provider” means a company contracted by Roost to provide professional Monitoring Services;“Self-Monitoring” or “Self-Monitored” means Service that does not include Monitoring Provider Service; “Software”means programs, code, scripts, applications, application program interfaces and firmware  that support the Equipment and Service that are provided by Roost directly or indirectly; “System” means the Equipment, Software, and/or Services together whether Monitored or Self-Monitored, or any part of the System that you use.

. The definition of “System” in these Terms & Conditions does not reflect its use in materials other than these Terms & Conditions. For clarity, the use of the terms “home monitoring system”, “home security system”, “security system”, or “system” outside of these Terms & Conditions may refer to a specific selection of Equipment; “you” and “your” mean, jointly and severally, the purchaser(s) of the Equipment or Equipment and Services; “Activation Date” means the date on which you first activate the Equipment; and “Application” or “App” means the Roost smartphone application or the Third Party smartphone application that works with the System.

2. Consent to Monitoring

Your Equipment will either be Self-Monitored or Monitored in accordance with the terms of this Agreement. You hereby consent to the Monitoring or Self-Monitoring of your premises.

3. Availability

The System is available in the United States.

4. Fees (Only applies to Security360 customers)

You agree to pay all charges associated with the System or any Equipment, as set out in your order confirmation, which is incorporated by reference hereto, and may be amended from time to time in accordance with the section entitled Changes to this Agreement. Tax rates are calculated based on the billing address you provide in your Roost account and the applicable rate at the time of your purchase. Additionally, you agree to pay any charges of third parties in relation to your use of the Equipment and Services, such as police and fire departments for service calls or false alarms.  Roost uses Shopify as its third party online shopping service provider for payment services (e.g., card acceptance, merchant settlement, and related services). If you purchase through us, you agree to be bound by Shopify’s Terms of Service: https://www.shopify.com/legal/terms and Privacy Policy: https://www.shopify.com/legal/privacy. You hereby consent and authorize Roost and Shopify to share any information and payment instructions you provide to the extent required to complete your transactions in accordance with this Agreement.

5. Billing and Payment (Only applies to Security360 customers)

The time and date you successfully install a first device of your Equipment is referred to as the Activation Date. Your first monthly Monitoring Service payment will be processed 48 hours after the Activation Date. You will be billed every 30 calendar days thereafter. If payment of an amount due on your account is not received by us by the required payment date specified by us, it will be considered a delinquent amount. You hereby authorize us to charge any delinquent amount or amount that is otherwise payable under this Agreement to your credit card, bank account or any other payment method pre-authorized by you. If any pre-authorized or other payment cannot be processed due to non-sufficient funds (“NSF”), we will re-run your payment during the current billing cycle. Any failure to pay an amount due on your account shall give us the right, in addition to and without waiving any other remedies, to avail ourselves of any legal remedy, including but not limited to the right to charge interest at 1.5% per month compounded monthly (19.56% per annum) on the delinquent amount, or the maximum amount allowed under applicable law, whichever is less.  We do not waive our rights to collect the full balance owed to us by accepting partial payment. If you default on or do not pay the charges under this Agreement, we may terminate your Monitoring Services by providing notice to the email address you have provided to us in accordance with the section entitled Cancellation of Monitoring Service.

6. Term (Only applies to Security360 customers)

Unless otherwise described in your order confirmation, Monitoring Service will begin 48 hours after your Activation Date and will automatically renew every thirty (30) days through a subscription unless terminated by either party. Monitoring Service fees are billed in advance.

7. Intentionally left blank.

8. Cancellation of Monitoring Service Only (Only applies to Security360 customers)

You may cancel your Monitoring Service subscription at any time on the Roost eCommerce store, which can also be accessed through the App.

• If you cancel your subscription before the Monitoring Service begins, you will not be charged for any Monitoring Service.
• If you cancel any time after your Monitoring Service begins, your cancellation will take effect for the next billing cycle. You will not be refunded for the balance of your current billing cycle. Monitoring Service will remain active until your next billing date, at which time it will be discontinued.
• If you terminate Monitoring Services and continue to use the Service by Self-Monitoring, you may still receive Notifications (defined below) on your smartphone via the App, but (i) you will not receive Monitoring Service; and (ii) emergency services will not be dispatched to your premises as a result of Monitoring Service.
• If Roost cancels, Roost will provide sixty (60) days’ notice before termination of Monitoring Service, unless cancellation is due to (i) non-payment of any amounts payable to Roost; (ii) your failure to comply with your obligations under the Agreement; or (iii) your failure 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. In the event of any of the aforementioned circumstances, we may suspend your Service or terminate this Agreement.

9.  Changes to this Agreement

From time to time, we may make changes to any part of this Agreement, including the fees associated with Monitoring Service as set out in your order confirmation, in compliance with applicable law. At least thirty (30) days prior to the date that any change comes into force, Roost will either post the changes to this Agreement on our website or the App (and it is your obligation to monitor the website and App for changes to this Agreement) or you will be sent an emailed notice setting out (i) the new or changed clause(s), (ii) the former version(s) of the affected clause(s), if applicable; and (iii) the date of the coming into force of the new and/or changed clause(s). If any change entails an increase in your obligations or a decrease in our obligations, you may refuse the amendment and terminate your Agreement, without cost or penalty, by unsubscribing to Monitoring Service no later than thirty (30) days after the new or changed clause comes into force, which you can do using on the Roost eCommerce store which can also be accessed through the App, or by sending notice to us at the address provided in the Contacting Us section of this Agreement.

10.  Installation, Removal and Moving of Equipment

You need to install, maintain, and update the App on your smartphone. It is strongly recommended that you allow the App to send you push notifications.  All Equipment must be self-installed and activated by you.  You are responsible for the installation of the Equipment and agree to follow self-installation instructions provided to you. You are responsible for and assume all risks and liability associated with installation and use, including any deviation from any recommendation provided by Roost Parties or a Third Party on the set-up and use of the Equipment. You agree that you are ultimately responsible for any installation or reinstallation of Equipment. The following only applies to Security360 and Protection360 customers: If your Equipment is installed in a geographic region that is not described in the section entitled Availability, Monitoring Service will be unavailable to you, however, your billing will continue until you terminate your subscription in the Roost eCommerce Store. You are responsible for managing your subscription at all times, including in the event that you move residences.

11.  Permits and Registration Requirements (Only applies to Security360 and Protection360 customers)

Some local governments or authorities (e.g., cities, towns, municipalities, and/or police services) (“Local Authorities”), may require a permit for or registration of your System. Without a required permit or registration, emergency services may not respond to requests from a Monitoring Provider for emergency dispatch, and/or fines and penalties may be levied against you by Local Authorities. You are solely responsible for verifying whether you need a permit for your System or if you must register with any Local Authority. If you are required to obtain a permit or to register your System, then you are solely responsible for complying with all requirements of your Local Authorities to obtain, maintain and renew the permit or registration, including completing all required applications and renewal applications and paying any applicable fees and renewal fees. Further, you are responsible for any fines and penalties that may be assessed by the applicable Local Authorities against you, Roost Parties or Third Parties arising from your failure to obtain, maintain and renew the applicable permit or registration. To the fullest extent permitted by applicable law, you hereby expressly authorize Roost to charge the payment card associated with your Monitoring Service account the full amount of any such fines or penalties assessed against Roost Parties or any Third Party. YOU HEREBY AGREE TO RELEASE AND HOLD ROOST PARTIES AND THIRD PARTIES HARMLESS FROM AND AGAINST ALL LIABILITY AND DAMAGES, INJURIES OR LOSS OF LIFE ARISING FROM, RELATED TO, OR CAUSED BY, ANY DELAY IN THE DISPATCH OF EMERGENCY SERVICES, OR ANY THE FAILURE OR REFUSAL OF EMERGENCY SERVICES TO SO DISPATCH TO YOUR REGISTERED ADDRESS, DUE TO ANY FAILURE BY YOU TO OBTAIN, MAINTAIN AND RENEW ANY REQUIRED PERMIT OR REGISTRATION FOR YOUR SYSTEM.

12.  Equipment Warranties

12.1  Limited Equipment Warranty

If you have purchased Equipment, you will be provided with a Limited Warranty. If you have a Limited Warranty, we warrant that if any part of the Equipment (excluding batteries) does not work because of a defect in materials or workmanship within one (1) year of the date of purchase, we will repair or replace that part at no charge to you.

12.2  Equipment Subject to Monitoring Services

If you subscribe to Monitoring Services, we will repair or replace any part of the Equipment (excluding batteries) that does not work because of a defect in materials or workmanship at no charge to you.

12.3 General

You must notify us within the applicable warranty period of any problem that you claim is covered by these warranties.

The warranties hereunder are for your benefit only and cannot be enforced by any other person. The warranties do not cover any of the following conditions: (a) damage resulting from repair of the Equipment or System by unauthorized persons, alterations, abuse, misuse, tampering, weather conditions, environmental conditions, natural disasters, or acts of God; (b) problems with the internet or communication lines or equipment; (c) damage caused directly or indirectly by break-ins or other occurrences that the Equipment is designed to detect or avert; (d) problems caused by interruption of electrical mains; (e) your failure to follow operating instructions in the owner’s manual or other product documentation or as provided by us; (f) alterations to, misuse of or tampering with the Equipment by you or a third party; (g) problems caused by any alteration of the premises; (h) low, faulty or dead batteries; (i) damage resulting from self-installation of Equipment; (j) any devices not provided by us (e.g., carbon monoxide (CO) detectors and smoke alarms); or (k) any other condition not caused by a defect in materials or workmanship.

If you believe that your Equipment has a defect in materials or workmanship and should be replaced under warranty, you must contact customer support to initiate a return and replacement request by contacting Customer Support at  the phone number set forth in your user guide. If your request is deemed eligible, you may be required to return the defective Equipment. Only Roost or an entity designated by it is authorized to execute any warranty under this Agreement. You are solely responsible for the cost of uninstalling or removing the defective Equipment and installing new Equipment provided under warranty.

13.  Equipment Maintenance

You will test and maintain the Equipment in the manner and frequency set out in the applicable owner’s manual, other product documentation, or as may be recommended by us from time to time. You must notify us immediately if you become aware of any probable System malfunction during testing or at any other time. Some or all of the Equipment may be battery powered and will not operate if the batteries are low or dead. You are solely responsible for regularly testing the batteries in the Equipment and for replacing them whenever they are low or dead and, in any event, at least once per year. You must test and replace the batteries in accordance with Equipment specifications. For certain Equipment to function, you must have a smoke alarm installed and in proper working order. Smoke alarms have expiry dates set by the manufacturer. As a result, you are responsible for ensuring smoke alarms installed in your home are in good working condition and that they are replaced before their expiry date as their functionality may degrade over time.

14.  System Limitations

We believe that the System provided to you conforms to industry standards. However, you acknowledge that no form of alarm or home monitoring system, including Monitored or Self-Monitored Systems, is guaranteed to operate error-free or to deter, detect or prevent occurrences that those systems are designed to deter, detect or prevent, including where applicable, unauthorized intrusion on your premises or any other emergency condition such as fire, smoke, carbon monoxide, medical emergencies, frozen pipes or water damage. All such systems are susceptible to technological limitations, defects, tampering, malfunction, and human error. The System may not function properly or at all as a result of faulty equipment, equipment failure, faulty transmission systems, power outages, other interruptions in transmission services, transmission systems that have been tampered, damage to or destruction of our equipment or facilities, relocation of the equipment within your premises, and other causes. Accordingly, the Roost Parties make no representations or warranties that the access to and use of the System will be uninterrupted, error-free, or free from defects. You acknowledge these System limitations and agree that your use of the System is voluntary.

15.  Notification Limitations

You acknowledge that the System depends on communication networks and other conditions outside of our control to provide remote access push notifications, Short Message Service (“SMS”) messages, Interactive Voice Response (“IVR”) calls, and e-mail notifications (collectively, “Notifications”) which are not 100% reliable and 100% available. Furthermore, push notifications will only be available through the Application. We cannot and do not guarantee that you will receive any type of Notification within a specific period of time. Standard internet service provider, text messaging and cellular data rates from your internet carrier and wireless service provider(s) will apply. Internet and wireless communication facilities and transmission quality, electrical interference, weather and other conditions are beyond our control.

The System permits you to elect to receive different types of Notifications to alert you of actual or suspected events that are detected by your System. You understand that there is inherent risk associated with response to actual or suspected alerts. We are not responsible for any software downloads or hardware purchases necessary for you to remotely access your System unless they are produced, provided, distributed, or otherwise made available by us directly or indirectly. We are not liable for any loss, injury or damage of any kind incurred as a result of your response or failure to respond to Notifications.

16.  Service Interruptions

If for any reason, including Monitoring Provider equipment failure, we are unable to provide the Services, we may suspend them at any time without notice to you. Any credit or refund for any Service unavailability or service outage is entirely at Roost’s discretion. This section does not impact your rights under the sections entitled Cancellation of Agreement for Return of Equipment or Refund or Cancellation of Monitoring Service Only.

17.  Account Access

To purchase the System, you must create an account with Roost. You will need to access this account for any additional purchases of Equipment or any modifications to your Monitoring Service subscription. You must use the One Time Password (“OTP”) sent to your cellphone number for initial account setup and for each login to your account. If you share the OTP with others, they can make changes to your account, including address updates or billing 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 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.

18.  Practice Period

Beginning on the Activation Date, there will be a 48-hour period where no Monitoring Service will be provided and you can test various functions of the System (“Practice Period”). You agree that during the Practice Period, we have no obligation to, and will not, notify any emergency services, or any Emergency Contacts (defined below), if we receive an alert from your System, even if due to an actual emergency event. The Practice Period will be terminated if you choose to unsubscribe from Monitoring Service at any time before the Practice Period ends. Unless you unsubscribe from Monitoring Service in your Roost account before the end of this Practice Period, your monthly Monitoring Service term will begin after the Practice Period.

19.  Personal Use Only

Unless otherwise specified in your order confirmation, the System is for your personal, residential, non-commercial use only.

20.  Disclaimer of Warranties

Except for the warranties in expressly set forth in this Agreement and any non-waivable warranties which may be imposed by applicable laws, the System is provided to you “as is, where is”, with all faults and without warranty of any kind. To the maximum extent permitted under applicable laws, the Roost Parties expressly disclaim all other representations, warranties and conditions, express and implied, statutory (including under sale of goods legislation, or otherwise), including without limitation any representations, warranties or conditions of merchantability, fitness for any particular purpose, or suitability for any particular purpose.

21.  No Insurance Provided

The System is designed as a deterrent and/or for your informational purposes and does not provide protection in lieu of insurance. You acknowledge that: (a) Roost is not an insurer and is not providing you with insurance under this Agreement; (b) the fees payable by you under this Agreement (i) are based only on the value of the System provided, (ii) are in no way related to the value of your premises, any business carried on at your premises, or any persons or personal property at your premises, and (iii) are not to be construed as an insurance premium; and (c) you are solely responsible for insuring your premises and personal property against personal injury, property loss, property damage, and, if you use your premises for commercial activities, for all business losses. We recommend that you obtain an insurance policy or insurance policies to cover personal injury, property loss and damage, and any other losses or liabilities that would be insured against by a prudent owner of premises similar to yours. You acknowledge that if any of those injuries, damages, losses, or liabilities occur, you will not seek indemnity from any of the Roost Parties. In this section, reference to any business carried on at your premises, any commercial activities carried on at your premises and any business losses are not a waiver of the section entitled Personal Use Only.

Home insurance discounts may vary depending on the insurance company. Roost does not guarantee that the System and/or Monitoring Service will entitle you to any discounts and recommends that any inquiries be directed to your insurer.

22.  Applicability of Limitations, Indemnities and Releases

If you are a consumer within the meaning of applicable legislation, the section entitled Limitation of Liability does not limit any legal rights that such legislation does not allow you as a consumer to waive. The liability of each Roost Party will be limited to the fullest extent permitted by applicable law. Roost’s fees for the Services are based, in part, on the allocation of liability between you, each Roost Party and Third Parties as set out in the sections entitled Disclaimer of Warranties, No Insurance Provided, Applicability of Limitations, Indemnities and Releases, Limitation of Liability, Third Party Disclaimer, Indemnity and Release, Specific Exclusions, and Indemnification.

23.  Limitation of Liability

To the maximum extent permitted by applicable law, in no event will the Roost Parties be liable to you or to any third party for any loss of profit or revenue, financial loss, loss of business opportunities, breach of privacy or security, property damage, personal injury, or death or for any indirect, special, consequential, incidental, punitive, or exemplary damages. In no event will the Roost’s Parties’ total liability for all damages, losses, and causes of action, whether in contract, tort or otherwise, exceed the lesser of $250.00 or the amount actually received by us for the Services provided, if any, during the 6-month period prior to the date of the first claim. You acknowledge that the foregoing amount constitutes a genuine pre-estimate of your potential damages and is therefore agreed to be liquidated damages. The existence of one or more claims will not enlarge the foregoing limit. The limits and exclusions in this section are in addition to any other limits and exclusions on the Roost Parties’ liability set out elsewhere in this Agreement and apply whether the liability, loss, or damages arise in contract, tort, statute, or any other theory of liability and whether or not the Roost Parties were negligent or grossly negligent or were advised of the possibility of the liability, loss, or damages.

24.  Third Party Disclaimer and Release

Notwithstanding that you may have purchased Equipment and/or subscribed to Services on the Roost e-commerce website via a Third Party website, this Agreement is between you and Roost. Roost Parties provide the System. You will, however, be able to access or use Third Party digital properties, products and/or services, like Applications, which are designed to be compatible with the System. Under no circumstances will a Third Party be liable to you for any matter related to, or in connection with the System, whether such matter involves you, any authorized user or any third party whatsoever. Please note, Third Party Services may be subject to their own Terms & Conditions and Privacy Policies.

THE THIRD PARTIES PROVIDE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THE SYSTEM, INCLUDING ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

This paragraph does not negate any home insurance policy underwritten by a Third Party.  Your sole remedies for any problems, complaints, issues, claims, costs, damages or losses in connection with the System is to pursue remedies against Roost (and not Third Parties) in accordance with the process set out in this Agreement, and  you fully and irrevocably release the Third Parties from any liability or responsibility for any and all problems, complaints, issues, claims, costs, damages or losses experienced or incurred by you or any third party related to or in connection with the System, no matter how caused. You and Roost hereby agree that Roost holds the benefits and rights of this section as a trustee and agent for an on behalf of the Third Parties and that (a) Roost may exercise those benefits and rights on behalf of the Third Parties and/or (b) assign such rights or benefits to the Third Parties.

25.  Specific Exclusions

You agree that your use of and access to the Services are at your sole risk. The Services are provided on an “as is” and an “as available” basis. Without limiting the generality of the section entitled Limitation of Liability, in no event will the Roost Parties be liable for any loss or damage arising directly or indirectly from any of the following: failure by you to fully insure your premises and its contents against personal injury and property loss and damage, and business losses; failure by you or any other person to properly arm the alarm system, to properly close doors, windows or other protected points, to test and replace batteries as required; failure of System Notifications and other automation functions; failure to connect the System to the Internet and provide access to Roost to the Equipment; acts or omissions of a telecommunications carrier including Roost whose facilities or equipment are used to provide the Services, or any power failures, power surges, or variance or failure of transmission lines or equipment; acts or omissions of any emergency services or Emergency Contacts, including any failure or refusal to respond or delay in responding to an alarm event, as provided in the sections entitled Emergency Contacts and Emergency Services Limitations; your failure to do, or errors in doing, anything you are required to do under this Agreement; damage to the Equipment or any part of it caused by any act or omission of you (or your household members, employees, servants, agents, invitees or contractors), by any environmental condition (including without limitation fire, water, wind, lightning), act of God, or any other peril for which you have insurance or which is usually insured by owners of premises similar to yours, or by any other cause beyond our control; false alarm assessments, taxes, fees, penalties, fines, or other charges imposed or authorized by any government body or law enforcement agency relating to your use or misuse of the System (“False Alarm Fees”); tampering with or attempted service of any part of the Equipment, or the addition of equipment or other alarm monitoring systems, by any person not authorized by us in writing; misuse of the Equipment; improperly self-installed Equipment; malfunctions of equipment not provided or serviced by us; changes to the premises as a result of renovation, construction, decoration or other alteration, storage of goods or lack of maintenance which may affect the performance of the Equipment or any part of it; your delay in obtaining replacement parts from us, whether under warranty or not; and our delay in providing any element of the System for any reason beyond our control.

26.  Indemnification

This Agreement is intended only for your benefit. You will indemnify, defend (if requested by us) and release the Roost Parties from liability, and will reimburse the Roost Parties for any damages, losses or expenses (including reasonable lawyers’ fees and costs), incurred by the Roost Parties in connection with any claims, suits, judgments and causes of action which relate to your use or misuse of the System. This indemnity includes claims brought by any third party, including, without limitation, your insurance company, whether the claim arises under contract, statute, warranty, tort (including negligence), or any other theory of liability. You will not look to the Roost Parties for indemnification or reimbursement. You waive any rights that your insurance carrier or others claiming through you may have against the Roost Parties, including any rights of subrogation.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

27.  Privacy and Personal Information

Your privacy is important to us. Roost protects your privacy in accordance with the Roost Privacy Policy for the Alert Program located at https://getroost.com/alert-program-privacy-policy/, as amended from time to time. Our Privacy Policy for the Alert Program describes our standards for collecting, using, disclosing and retaining your personal information. It also explains the ways in which we protect your personal information and your right to access it. The Privacy Policy is incorporated herein by reference.

28.  Software

You agree to Roost installing, modifying, or removing Roost or other software on your Equipment to the extent such downloads are reasonably necessary for the continued operation of your System or Applications. For example, without additional notice Roost may update or upgrade, modify or remove Software to ensure it remains compatible with and functions properly with any technological improvements to the Equipment, Service or Application. These installs, modifications, updates, or removals may be required for you to continue receiving the Services. You will ensure that your System is connected to the Internet at all times to enable installation, modification or removal of Roost or other Software on your Equipment. If you do not connect your System to the Internet, you acknowledge that Roost may not be able to install, modify or remove Software on your Equipment that may be necessary for the continued operation, or optimal operation, of your System. You are also responsible for regularly updating Applications that are compatible with the System to ensure that Software remains up to date.

29.  Roost Providers

We may contract the performance of all or any portion of the Services to Roost Providers. We may provide Roost Providers with all information regarding you as we deem necessary to facilitate providing the Services. The Roost Providers may retain and use that information in accordance with applicable law, including privacy laws. The Roost Providers are committed by contractual agreements with us to protect your personal information from unauthorized access, collection, use or disclosure. You acknowledge that in some cases your use of the System may be subject to, and conditioned upon your acceptance of, Third Party terms of use. In no event will we or Roost Providers be liable to you if you are unable to use the System because you do not agree to those terms of use. You acknowledge that: (a) you have no contractual relationship with, or rights as a third party beneficiary with respect to, any of the Roost Providers; and (b) the protections afforded to us under this Agreement apply to each of the Roost Providers, including as set out in the sections entitled Disclaimer of Warranties, No Insurance Provided, Applicability of Limitations, Indemnities and Releases, Limitation of Liability, Specific Exclusions and Indemnification.

Specific Provisions Respecting Certain Equipment and Services

30.  Informational Purposes Only

Regardless of whether you subscribe to Monitoring Services, the System is for informational purposes only and it is not intended for life saving, safety, or emergency purposes. You agree that you will not rely on the System for life saving, safety or emergency purposes and that you continue to remain responsible for contacting emergency services in the event of an emergency at your premises.

31.  Smart Base (Only applies to Security360 and Protection360 customers)

The Equipment may include a smart base, which is designed to communicate wirelessly with all compatible and properly installed and paired devices from the System, send all alerts from the System to us using internet network and produce an alarm sound signal when an alert is detected, based on parameters defined by you in the App and/or by us. You acknowledge that depending on the placement of the smart base and the other devices from the System, communication between the smart base and the other devices may not always happen and therefore, alerts may not always be received by us and relayed to you. Our smart base may not function if electrical power is cut; the battery in the Equipment is low or fails; and/or your internet signal is low or fails.

32.  Smoke Alarm Listeners

The Equipment may include Smoke Alarm Listener(s). THE SMOKE ALARM LISTENER DOES NOT DETECT THE PRESENCE OF SMOKE, HEAT, OR FIRE DIRECTLY. IT IS A SECONDARY LISTENING DEVICE. IT IS NOT INTENDED TO REPLACE SMOKE ALARMS UNDER ANY CIRCUMSTANCE. WE DO NOT PROVIDE, MAINTAIN, OR TEST SMOKE ALARMS. Smoke Alarm Listeners may not function if (a) electrical power is cut and/or the back-up battery system is low or fails, (b) in situations where a fire causes electrical failure before smoke is detected, (c) your smoke alarm does not meet the specifications described in this section, and/or or (d) your smoke alarm does not emit a Temporal 3 (“T-3”) sound pattern. FOR SMOKE ALARM LISTENERS TO OPERATE AS INTENDED: (1) SMOKE ALARM LISTENERS MUST BE INSTALLED IN ACCORDANCE WITH SETUP INSTRUCTIONS PROVIDED TO YOU, AND (2) BATTERIES IN THE SMOKE ALARM LISTENER MUST BE REPLACED BY YOU 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 CODES. WE DO NOT PROVIDE ANY WARRANTIES REGARDING FIRE, SMOKE, OR HEAT DETECTION FOR ANY USERS.

33.  Water and Freeze Detectors

The Equipment may include Water and Freeze Detector(s), which are designed to monitor the humidity level and temperature near the sensor and to send signals upon reaching certain humidity level or temperature thresholds as defined by us. They are not designed, or intended, to detect fire in the premises. If your Equipment includes Water and Freeze Detector(s), you acknowledge that, depending on the placement of these detectors, water intrusion and/or temperature fluctuations within your premises may not always be detected. Water and Freeze Detectors may not function if electrical power is cut; the battery in the Equipment is low or fails; and/or your internet signal is low or fails.

34.  Intruder Monitoring (Only applies to Security360 customers)

The Equipment may include Door and Window Contact device(s) and/or Motion Detector(s). Door and Window Contacts are designed to detect opening or closing movements of entries and openings like doors and windows. Motion Detectors are designed to monitor movement within a specific distance and at a specific angle from of the device. If your Equipment includes Door and Window Contact device(s) and/or Motion Detector(s) you acknowledge that, depending on the placement of these devices, (i) intruders may not always be detected and/or (ii) the likelihood of a false alarm could be increased. Door and Window Contact device(s) and Motion Detector(s) may not function if electrical power is cut; the battery in the Equipment is low or fails; and/or your internet signal is low or fails.

35.  Keypad – Panic Button Monitoring (Only applies to Security360 customers)

The Equipment may include Keypad device(s). The keypad allows you to arm or disarm the System and sett-up and use the System codes. If you subscribe to Monitoring Service, you can alert the Monitoring Providers of an emergency by pressing the panic buttons simultaneously on the keypad. When the Monitoring Provider receives a panic notification, appropriate escalation will be initiated. Keypad devices may not function if electrical power is cut; the battery in the Equipment is low or fails; and/or your internet signal is low or fails.

Applicable to Services and Equipment that are Self-Monitored

36.  Self-Monitoring (Only applies to Security360 customers)

If you are not subscribed to our Monitoring Services, you acknowledge that your premises will not be monitored for alerts by a Monitoring Service Provider. You understand and acknowledge that this means that neither Roost Parties nor Third Parties will notify your Emergency Contact(s) or dispatch emergency services to your premises in connection with any System Notification, alarm, or alert. You may still receive Third Party Notifications of alerts detected by the System (e.g., push notifications within the App, or SMS messages).

Applicable to Monitored and Self-Monitored Systems

37.  Emergency Contacts

You may designate one or more individuals to be available to respond to Notifications of alerts (each an “Emergency Contact”). Emergency Contacts may be registered with us through the Application. We recommend that you designate at least two (2) Emergency Contacts to increase the chance that at least one of your Emergency Contacts is available, if needed. The maximum number may change from time to time but will, in no event, allow you to designate any less than two (2) Emergency Contacts. You are responsible for ensuring that the contact information for your Emergency Contacts is correct and kept up to date. You hereby warrant and represent that you have obtained consent to provide the contact information of your Emergency Contacts to Roost Parties and you hereby authorize your Emergency Contacts to act and give us instructions on your behalf. Your Emergency Contacts may (i) fail to respond to, (ii) may be delayed in responding to; (iii) may be ineffective in preventing injury, loss or damage in response to; or (iv) may be negligent in response to, Notifications of alerts. The Roost Parties do not guarantee that any of your Emergency Contacts will (a) respond promptly or at all to a Notification of an alert, (b) be effective at preventing any injury, loss or damage, or (c) not be negligent.

38.  Monitoring and Notification Services

The Monitoring Services are provided by Monitoring Providers. All applicable licenses and permits are held by Monitoring Providers.  If a Monitoring Provider receives a smoke or intrusion alert from your System, they may notify emergency services, as determined in their discretion and subject to any requirements or limitations imposed by Local Authorities. They may also notify your Emergency Contact(s), depending on the alert. You acknowledge that we and Monitoring Service Providers may be subject to applicable laws and industry standards designed to reduce false alarms or other verification procedures for Monitored Services. This may result in delays in notifying emergency services. Monitoring Providers may, in our sole discretion, attempt to contact you to verify that a smoke or intrusion alert is not a false positive (commonly referred to as a “false alarm”). Monitoring Providers may also, in our sole discretion, elect to notify emergency services before notifying your Emergency Contact(s). If Monitoring Providers have reason to believe, in our sole discretion, that a smoke or intrusion alert is a false positive, they may elect not to notify you, your Emergency Contacts, or emergency services. In no event will we or any Monitoring Provider be liable to you if you or your Emergency Contact(s) cannot be reached in response to a smoke or intrusion alert. There is no guarantee that we or any Monitoring Provider will be able to communicate with you in the event of a smoke or intrusion alert.

IF YOU EXPERIENCE A LIFE, SAFETY, PROPERTY RISK, FIRE, FLOOD, BURGLARY, ROBBERY, OR OTHER EMERGENCY EVENT, DO NOT WAIT TO BE CONTACTED BY A MONITORING PROVIDER OR BY ROOST. INSTEAD, IF YOU ARE ABLE TO DO SO SAFELY AND YOU REQUIRE EMERGENCY ASSISTANCE, YOU SHOULD IMMEDIATELY CONTACT THE APPROPRIATE EMERGENCY SERVICES. IN MOST AREAS, EMERGENCY SERVICES CAN BE REACHED BY DIALING 911.

39.  System Operation

The System can be armed and disarmed by you using the App or a keypad device (if included in your System). You are solely responsible for ensuring that your System is armed when appropriate. The System is designed to perform regular self-testing to determine if it is functioning properly. If an error message registers on any of the System’s devices or in the App, you must promptly correct the cause of the error or notify us of the error. You acknowledge that the System’s self-testing programs are not designed or guaranteed to identify or correctly diagnose all possible System malfunctions.

40.  Communication Networks

You acknowledge that the System depends on communication networks to transmit alarm signals, including telephone, cellular, internet, and other communications equipment installed at your premises. These networks may fail, which may result in us not receiving or not being able to verify an alarm. We are not required to supply Monitoring services to you while any such failure continues. In no event will the Roost Parties be liable for any loss or damages arising from the failure of any communication network.

41.  Emergency Services Limitations

Emergency services may (a) fail to respond to, (b) may be delayed in responding to; (c) may be ineffective in preventing injury, loss or damage in response to; or (d) may be negligent in response to, a dispatch request from Monitoring Service Providers in the event of a smoke or intrusion alert. The Roost Parties do not guarantee that any emergency services will (x) respond promptly or at all to a dispatch request, (y) be effective at preventing any injury, loss or damage, or (z) not be negligent.

42.  False Alarm Fees

You will promptly pay all False Alarm Fees. Any time that a False Alarm Fee is levied against us, you will reimburse us the amount of the False Alarm Fee on demand by us. If you do not reimburse us within fourteen (14) days from the date we provide notification to you at the email address you have provided to us, we may treat your non-payment as a failure to comply with your obligations under the Agreement and we may suspend your Monitoring Service or terminate this Agreement pursuant to the section entitled Cancellation of Monitoring Service Only.

General Provisions

43.  General Terms

The headings in this Agreement are for ease of reference only and do not form a part of this Agreement. This Agreement is binding on and enures to the benefit of the parties and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. You may not assign this Agreement without our prior consent.  We may assign this Agreement and may subcontract any of our obligations under this Agreement without notice to you. If any provision of this Agreement or the application of any such provision to any person, entity, or circumstance is found to be invalid, illegal, or unenforceable in any respect, such provision will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining provisions of this Agreement will not be affected by such invalidity, illegality, or unenforceability. We do not waive any provision or right if we fail to insist upon or enforce strict performance of any provision of this Agreement. Neither the course of conduct between you and us nor trade practice will act to modify any provision of this Agreement. All payment obligations arising before the expiry or earlier termination of this Agreement, all limitations of liability, and all indemnity obligations will survive the expiry or earlier termination of this Agreement. Nothing contained in this Agreement will be construed to limit our rights and remedies available at law or in equity. This Agreement is governed exclusively by the laws of the State of California and the federal laws of the United States applicable therein and you submit to the exclusive jurisdiction of the courts in San Francisco, California for any legal action or application arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.  In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

44.  Dispute Resolution

Please read the following arbitration agreement in this Section carefully.  It requires you to arbitrate disputes with Roost and limits the manner in which you can seek relief from us. In order to expedite and control the cost of disputes, you agree that any legal or equitable claim relating to or arising out of this Agreement, including any addendum thereto or our Services, the Equipment or your subscription (referred to as a “Claim”) will be resolved as follows:

44.1   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 at the coordinates set forth below. 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.

44.2  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 (Judicial Arbitration and Mediation Services) 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 lawyer’s fees and expenses of travel to the arbitration, will be paid in accordance with JAMS Rules. The arbitration will be held in the capital city of the province in which you reside and you irrevocably agree to that venue. To start an arbitration, you or we must do the following things:

• (i) 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 com.
• (ii) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to:
  JAMS
  Two Embarcadero Center
  Suite 1500
  San Francisco, CA 94111

Send one copy of the demand for arbitration to the other party.  The arbitration will take place in California.

44.3 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 provincial 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 obligation to arbitrate Claims, Roost may seek equitable relief in court for infringement or other misuse of intellectual property right, to specifically enforce the terms of this Agreement or to enjoin your wrongful use of the Services or System.  If a decision is issued stating that applicable law precludes enforcement of any of this sections limitations as to a given claim for relief, than then claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of California.

45.  Entire Agreement

This Agreement constitutes the entire agreement between you and us for the System and any Monitoring Service subscription you may have with us and supersedes all prior agreements, emailed, written or oral, with respect to the same subject matter. In executing this Agreement, you are not relying on any advice from us or advertisement by us. You acknowledge that any express or implied representation, promise, inducement, condition, or warranty not included in writing in this Agreement will not be binding on any of the Roost Parties or Third Parties, as applicable. The terms of this Agreement cannot be changed by you. No sales representative, dealer, agent, officer or employee of Roost has the authority to change or modify this Agreement, except pursuant to an official revised version of this Agreement.

46.  Contacting Us

For any questions, comments or concerns regarding this Agreement, or if you wish to terminate your Agreement please contact Roost at:

Address: 1250 Borregas Ave, Sunnyvale, CA 94089 USA
Email: support@getroost.com

For any questions regarding the Equipment or Services, please contact customer support at the number in your user guide.