Terms of Service

These Terms of Service (the "Terms") are a binding agreement between you ("Customer," "you," or "your") and Roooster, Inc., a Delaware corporation ("Roooster," "we," "us," or "our"), governing your access to and use of the Roooster websites, mobile applications, APIs, and field-service-management software (collectively, the "Service"). By creating an account, clicking "I agree," or using the Service, you accept these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not agree, do not use the Service.

Section 16 contains a binding arbitration clause and a class-action waiver that affect your legal rights. Please read it carefully.

1. Definitions

• "Authorized User" means an employee, contractor, or agent that you authorize to access the Service under your account.
• "Customer Data" means any data, content, or information that you or your Authorized Users submit to the Service, including end-customer records, quotes, photos, schedules, invoices, and communications.
• "End Customer" means the homeowner, tenant, or business that you serve through the Service.
• "Documentation" means the user guides, help articles, and policies published at getroooster.com.
• "Order" means the online checkout page, sign-up flow, or executed order form by which you subscribe to a Plan.
• "Plan" means the subscription tier and billing frequency you select on your Order.

2. Account registration and Authorized Users

To use the Service, you must register an account, provide accurate and current information, and keep that information up to date. You are responsible for safeguarding your credentials, for all activity that occurs under your account, and for the acts and omissions of your Authorized Users as if they were your own. You must notify us promptly at security@getroooster.com of any unauthorized access or suspected security incident. The Service is offered only to users who are at least 18 years of age and legally capable of forming a binding contract.

3. The Service and license grant

Subject to your compliance with these Terms and timely payment of all fees, Roooster grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the term of your subscription to access and use the Service and Documentation solely for your internal business operations. All right, title, and interest in and to the Service, the Roooster brand, and all underlying technology and intellectual property are and will remain the exclusive property of Roooster and its licensors.

We may modify, add, or remove features of the Service from time to time. For changes that materially reduce core functionality of a paid Plan, we will use commercially reasonable efforts to provide advance notice.

4. Subscriptions, fees, taxes, and auto-renewal

Subscription term.Unless your Order states otherwise, your subscription begins on the date you accept these Terms (or, for free trials, on the date the trial converts) and continues for successive renewal periods equal to the billing frequency you selected (monthly or annual) (each, a "Renewal Term").

Auto-renewal. Your subscription will automatically renew at the then-current rates for the same billing frequency unless you cancel before the end of the current term through your account settings or by emailing billing@getroooster.com. You authorize Roooster (and our payment processor) to charge your payment method for each renewal.

Fees and price changes.Fees are stated on the Order or the pricing page in effect at the time of purchase or renewal. We may change recurring fees with at least thirty (30) days' advance notice; the new fees will apply on your next Renewal Term. All fees are exclusive of, and you are responsible for, sales, use, value-added, GST, and similar taxes, other than taxes on Roooster's net income.

Non-refundable; no offsets. Except where required by law or expressly stated in these Terms, fees are non-refundable and payments are non-cancellable. If you cancel mid-term, your access continues through the end of the paid period; you will not receive a pro-rated refund.

Late payment.Undisputed amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend the Service on five (5) business days' notice of past-due amounts.

Free trials and beta features.Free trials and features designated as "beta," "preview," or "early access" are provided as-is without any warranty, indemnity, or service-level commitment, and may be modified or discontinued at any time.

5. Payment processing through Stripe

Roooster uses Stripe, Inc. for subscription billing and for processing payments you collect from your End Customers through Stripe Connect. Your use of Stripe is governed by the Stripe Connected Account Agreement and Stripe Services Agreement, which you agree to by enabling payments. Roooster does not store full payment-card data; Stripe handles card data under PCI DSS. You are solely responsible for chargebacks, refunds, disputes, and tax obligations arising from payments you collect from your End Customers.

6. Customer Data; your responsibilities

Ownership. As between you and Roooster, you own all Customer Data. You hereby grant Roooster a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and create derivative works of Customer Data solely to (i) provide, secure, and improve the Service, (ii) prevent or address technical or security issues, (iii) comply with legal obligations, and (iv) generate aggregated, de-identified statistics that do not identify you, any Authorized User, or any End Customer.

Your representations.You represent and warrant that you have all rights, consents, and lawful bases necessary to submit Customer Data to the Service, to permit Roooster's processing of it as contemplated by these Terms and our Privacy Policy, and to send messages to End Customers through the Service (including SMS and email). You are solely responsible for the accuracy, quality, integrity, and legality of Customer Data and for obtaining all necessary consents from End Customers.

Data Processing Addendum. Where required by GDPR, UK GDPR, the CCPA, or other applicable data-protection laws, the Roooster Data Processing Addendum is incorporated into these Terms and governs our processing of personal data on your behalf.

Export. You may export Customer Data at any time during your subscription using the in-product export tools or by request to privacy@getroooster.com. Following termination, Roooster will delete Customer Data on the schedule described in our Data Retention Policy.

7. AI features and outputs

Certain features of the Service (including photo-to-quote, the AI Command Bar, and any other functionality that uses machine-learning models, collectively "AI Features") generate suggested outputs based on the inputs you provide. AI Features are decision support, not decisions. Outputs may be incomplete, inaccurate, or unsuitable for your situation, and you are solely responsible for reviewing, validating, and accepting any output before relying on it (including before sending a quote, scheduling a job, or invoicing an End Customer). You are also responsible for any prices, scope, or commitments that you communicate to an End Customer.

You will not use AI Features (i) to generate content that violates Section 9, (ii) to reverse-engineer the underlying models, or (iii) in a way that violates an upstream provider's acceptable-use policy. As between the parties, you own AI Feature outputs generated from your inputs, subject to the licenses granted in Section 6.

8. Third-party services and integrations

The Service interoperates with third-party services (including Stripe, Google, Mapbox, Twilio, Resend, and others listed at getroooster.com/legal/subprocessors). Your use of those services is governed by their own terms, and Roooster is not responsible for their availability, accuracy, or content. If a third-party service is no longer available to Roooster, we may suspend or discontinue the related feature without liability.

9. Acceptable use

You will not, and will not permit any Authorized User or third party to:

• use the Service in violation of any applicable law, regulation, or third-party right (including telecommunications laws such as the TCPA, CAN-SPAM, CASL, and A2P-10DLC requirements);
• send unsolicited messages, spam, deceptive content, or content that infringes intellectual-property or publicity rights;
• upload viruses, malware, or any code intended to disrupt or gain unauthorized access to the Service or to other customers' data;
• probe, scan, or test the vulnerability of the Service except under a written authorized-testing agreement;
• reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying models of the Service, except to the extent applicable law expressly prohibits this restriction;
• resell, rent, lease, sublicense, time-share, or operate a service bureau using the Service;
• use the Service to build, train, or improve a competing product or service, or to scrape or harvest content from the Service; or
• remove, alter, or obscure any proprietary notices in the Service.

We may suspend any account or remove content that we reasonably believe violates this Section 9 or poses a security, legal, or reputational risk. Where practicable we will provide notice and an opportunity to cure.

10. Feedback

If you provide suggestions, ideas, or other feedback about the Service ("Feedback"), you hereby grant Roooster a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback for any purpose, including incorporating it into the Service, without any obligation or compensation to you.

11. Confidentiality

Each party may disclose non-public business, technical, or financial information that is identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will use the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care), use Confidential Information only to perform under these Terms, and not disclose it except to employees, contractors, advisors, and agents bound by confidentiality obligations no less protective. Confidential Information does not include information that is public, was independently developed, or was lawfully obtained without restriction. The receiving party may disclose Confidential Information if required by law, provided it gives reasonable advance notice (where lawful) so the other party can seek a protective order.

12. Term, suspension, and termination

These Terms remain in effect for as long as you have an account or subscription. Either party may terminate for the other party's material breach that remains uncured thirty (30) days after written notice. Roooster may suspend or terminate the Service immediately if (i) required by law, (ii) your use poses a security risk, (iii) your account is more than thirty (30) days past due, or (iv) you become insolvent, file for bankruptcy, or cease operations.

Upon termination: (a) your right to access the Service ends; (b) Roooster will, on request made within thirty (30) days of termination, make Customer Data available for export; and (c) Roooster will delete Customer Data in accordance with the Data Retention Policy. Sections that by their nature should survive (including ownership, fees accrued, indemnification, limitations of liability, dispute resolution, and confidentiality) will survive.

13. Warranties and disclaimers

Roooster warrants that it will provide the Service in a professional manner consistent with generally accepted industry standards. Your exclusive remedy and Roooster's sole liability for breach of this warranty is for Roooster to use commercially reasonable efforts to correct the non-conformity; if Roooster cannot do so within thirty (30) days, you may terminate the affected subscription and receive a pro-rata refund of any prepaid fees for the unused, post-termination portion.

Except as expressly set forth above, the service, AI features, and all related materials are provided "as is" and "as available," and Roooster and its licensors and sub-processors disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and quiet enjoyment. Roooster does not warrant that the service will be uninterrupted, error-free, or secure, or that any defects will be corrected.

14. Indemnification

By Roooster.Roooster will defend you against any third-party claim alleging that the Service, as provided by Roooster and used in accordance with these Terms, infringes a U.S. patent, copyright, trademark, or trade-secret right, and will pay damages and reasonable attorneys' fees finally awarded by a court of competent jurisdiction or agreed in a settlement signed by Roooster. Roooster's obligations do not apply to claims arising from (a) Customer Data, (b) modification of the Service by anyone other than Roooster, (c) combination of the Service with non-Roooster products, or (d) use of beta features. If a claim is made or appears likely, Roooster may at its option (i) procure the right to continue using the Service, (ii) replace or modify the Service so it is non-infringing, or (iii) terminate the affected subscription and refund any prepaid fees for the post-termination period. This Section 14 states Roooster's entire liability for infringement claims.

By you.You will defend, indemnify, and hold harmless Roooster, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, loss, damage, liability, cost, or expense (including reasonable attorneys' fees) arising out of or related to (i) Customer Data, (ii) your or any Authorized User's use of the Service in breach of these Terms or in violation of law, (iii) your messages or communications to End Customers (including TCPA, CAN-SPAM, CASL, and 10DLC compliance), (iv) your services as performed for End Customers, (v) any dispute between you and an End Customer, or (vi) your AI Feature outputs.

Process.The indemnified party will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of defense and settlement (provided that no settlement may impose a non-monetary obligation on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

15. Limitation of liability

To the maximum extent permitted by law, in no event will either party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business opportunities, goodwill, or anticipated savings, even if advised of the possibility of such damages and even if a limited remedy fails of its essential purpose.

Each party's aggregate liability arising out of or related to these Terms, whether in contract, tort (including negligence), strict liability, or any other theory, will not exceed the fees you paid to Roooster for the service in the twelve (12) months immediately preceding the event giving rise to the claim. for free trials and free-of-charge features, Roooster's aggregate liability will not exceed one hundred U.S. dollars (USD $100).

The above limitations do not apply to (i) your payment obligations, (ii) your indemnification obligations in Section 14, (iii) your breach of Section 9 (Acceptable Use), (iv) either party's breach of Section 11 (Confidentiality), or (v) liability that cannot be excluded by applicable law. The parties acknowledge that the fees reflect the allocation of risk set forth in these Terms.

16. Governing law; arbitration; class-action waiver

Governing law and venue. These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution. Before bringing a formal proceeding, the parties will attempt in good faith to resolve any dispute for at least sixty (60) days by sending written notice to legal@getroooster.com (or, for notices to you, to your account email).

Binding arbitration.Any dispute, controversy, or claim arising out of or relating to these Terms or the Service that is not resolved informally will be finally resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, where applicable, the Consumer Arbitration Rules). The arbitration will be conducted in English, in Wilmington, Delaware, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or other equitable relief in court to protect its intellectual-property or confidential information without first using arbitration.

Class-action waiver. The parties agree to bring claims against each other only in their individual capacities and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitrator may not consolidate more than one party's claims and may not preside over any form of representative or class proceeding.

Small-claims and opt-out. Notwithstanding the above, either party may bring an individual action in a small-claims court of competent jurisdiction. You may opt out of this Section 16 by sending written notice to legal@getroooster.com within thirty (30) days of first accepting these Terms; if you opt out, disputes will be resolved in the state and federal courts located in Wilmington, Delaware, and each party consents to personal jurisdiction and venue there.

17. Compliance, export, and government use

You will comply with all applicable export-control and sanctions laws, including those of the United States, the United Kingdom, and the European Union, and will not access or use the Service from an embargoed country or while on a U.S. government denied-party list. The Service is "commercial computer software" and "commercial computer software documentation" as those terms are used in FAR 12.212 and DFARS 227.7202; any use by the U.S. Government is subject only to these Terms.

18. Force majeure

Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbance, labor disputes, governmental action, internet or telecommunications failures, denial of service attacks, or failures of upstream cloud providers, provided the affected party uses reasonable efforts to mitigate the impact.

19. Modifications to these Terms

We may update these Terms from time to time. For material changes we will provide at least thirty (30) days' advance notice by email or in-product notice. Updated Terms take effect on the date stated in the notice, and your continued use of the Service after that date constitutes acceptance. If you do not agree to the updated Terms, your sole remedy is to stop using the Service and, if applicable, terminate your subscription as of the effective date and receive a pro-rata refund of any prepaid, unused fees.

20. General

Entire agreement. These Terms, together with the Privacy Policy, DPA (if applicable), Data Retention Policy, and any Order, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings on the subject. In the event of any conflict, the order of precedence is: (1) an executed Order or master agreement, (2) the DPA, (3) these Terms, (4) the Documentation.

Assignment.You may not assign these Terms without Roooster's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, and only if the successor assumes all obligations and is not a competitor of Roooster. Roooster may assign these Terms without restriction. Any attempted assignment in violation of this paragraph is void.

Notices. Notices to Roooster must be sent to legal@getroooster.com. Notices to you will be sent to the email address on your account or posted in-product.

Severability and waiver. If any provision is held unenforceable, the remaining provisions will continue in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. A waiver of any breach is not a waiver of any later breach.

Relationship. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship. There are no third-party beneficiaries.

Headings. Section headings are for convenience only and have no substantive effect.

21. Contact

Roooster, Inc., 1209 Orange Street, Wilmington, Delaware 19801, USA. Legal notices: legal@getroooster.com. Billing: billing@getroooster.com. Privacy: privacy@getroooster.com.