Terms of Service

1. Introduction

Thank you for visiting Roosting.io (the “Site”). These Terms of Use (“Terms”) govern your access to and use of the Site and any Roost mobile applications or services (collectively, the “Services”). You agree that by visiting the Services or by registering or using the Services, you are entering a legally binding agreement with Roost Enterprises, Inc., located at 629 North High Street, 6th Floor, Columbus, OH 43215 (“Roost”) based on these Terms and the Privacy Policy, which is hereby incorporated by reference (collectively referred to as the “Agreement”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features.

Your access to and use of the Services are conditioned on your acceptance of and compliance with the Agreement. By accessing or using the Services you agree to be bound by the Agreement.

2. Roost is not a Party to any Third-Party Agreements

2.1 Information on the Services.

The Services are provided for informational purposes only. The Services may show content, prices, availability and other information provided by third-parties. Roost does not assume any liability for the accuracy and timeliness of such information. Due to fluctuations that may occur it is possible that the prices and data displayed may not be the most current.

2.2 Relationship Between the Parties.

Roost is not a landlord, real estate broker, mortgage broker or mortgage lender, broker-dealer, investment advisor, or holder of customer funds or other property. No landlord-tenant relationship, lender relationship, brokerage relationship, advisory relationship or any similar agency or fiduciary relationship is intended to be or shall be deemed to have been created between you and Roost.

2.3 Third Party Agreements.

Roost is not a party to any relationship that forms between you any third party after using the Services. Any disputes that arise between you and any third party regarding your use of the Services are to be resolved exclusively between you and that third party.

3. Basic Terms

3.1

You are responsible for your use of the Services and for any consequences thereof. You may use the Services only if you are over 18 years of age, can form a binding contract with Roost and are not a person barred from accessing the Services under the laws of the United States or other applicable jurisdiction.

3.2

You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

3.3

The Services are always evolving and the form and nature of the Services may change from time to time without prior notice to you. In addition, Roost may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.

3.4

You are responsible for regularly reviewing the Agreement. You can review the most current version of the Terms of Service at any time at Roosting.io/termsofservice. If you do not wish to be bound by any such revisions to the Terms, you must end these Terms with us as set forth in Section 9 below. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

3.5

The Services may include advertisements, which may be targeted to the content or information on the Services, queries made through the Services, or other information. The types and extent of advertising on the Services are subject to change. In consideration for Roost granting you access to and use of the Services, you agree that Roost, third party providers and partners may place such advertising on the Services or in connection with the display of content or information from the Services whether submitted by you or others.

4. Privacy

Any information that you provide to Roost is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by Roost. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Roost account, which you may not be able to opt-out from receiving.

5. Passwords

You are responsible for safeguarding the password or credentials that you use to access the Services and for any activities or actions under your account. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account and with other accounts that you may connect to Roost account. Roost cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You agree to notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

6. Your Data

You are solely responsible for all data that you upload or transmit through the Services ("User Data"). Do not transmit User Data you do not have permission to send to Roost. You are responsible for creating backup copies of any User Data and Roost is not responsible for loss of any User Data. By posting User Data on or through the Service, You represent and warrant that: (i) the User Data is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your User Data on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.

6.1

You agree not to upload any User Data on the Services that:

6.2

Roost has the right but not the obligation to monitor and edit all User Data.

6.3

You retain any and all of your rights to any User Data you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for User Data you or any third-party posts on or through the Service. However, by posting User Data using the Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Data on and through the Service.

7. Restrictions on your use of the Services

You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, Roost's computer systems, or the technical delivery systems of Roost providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Roost (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Roost (NOTE: scraping the Services without the prior consent of Roost is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services; or (vi) remove any copyright, trademark or other proprietary notices that have been placed in the Site or its content.

8. Roost’s Rights

All right, title, and interest in and to the Services and any content available on the Services are and will remain the exclusive property of Roost and its licensors. The Services and its content are protected by copyright, trademark, and other laws of both the United States and foreign countries. Roost reserves all rights not expressly granted in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding Roost, or the Services are entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

9. Ending These Terms

The Terms will continue to apply until terminated by either you or Roost as follows.

9.1

You may end the Agreement with Roost at any time for any reason by deactivating your accounts and discontinuing your use of the Services. In order to deactivate your account, please contact us at hello@liveroost.com.

9.2

We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account.

9.3

In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except those Sections you would expect to survive termination.

9.4

Nothing in this section shall affect Roost's rights to change, limit or stop the provision of the Services without prior notice, as provided above.

10. Disclaimers, Limitations of Liability and Indemnity

Please read this section carefully since it limits the liability of Roost and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Roost Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.

10.1 The Services are Available “AS-IS”

Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, THE ROOST ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

The Roost Entities make no warranty and disclaim all responsibility and liability for: (i) any actions of Roost users; (ii) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (iii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any content; (iv) the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Services; (v) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Roost Entities or through the Services, will create any warranty not expressly made herein.

10.2 Links

The Services may contain links to third-party services or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such services or resources; or (ii) the content, products, or services on or available from such services or resources. Links to such services or resources do not imply any endorsement by the Roost Entities of such services or resources or the content, products, or services available from such services or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such services or resources.

10.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ROOST ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE ROOST ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID ROOST, IF ANY, IN THE PAST SIX MONTHS FOR ACCESS TO THE SERVICES GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE ROOST ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10.4 Indemnification

To the extent not prohibited by law, you expressly agree to indemnify and hold harmless the Roost Entities from and against any and all liabilities, expenses, damages and costs, including, but not limited to, reasonable attorneys’ fees and costs, related to all third party claims, charges and investigations related to (1) your failure to comply with the Terms; (2) your interactions with any other Roost user; and (3) any activity in which you engage on or through the Services.

11. General Terms

11.1 Waiver

Any failure by Roost to exercise any of its respective rights, powers, or remedies under these Terms of Service, or any delay by Roost in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by Roost does not prevent either from exercising any other rights, powers, or remedies.

11.2 Severability

If any provision of these Terms of Service, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision and everything else in these Terms of Service continues in full force and effect.

11.3 Controlling Law and Jurisdiction

(a) CHOICE OF LAW

These Terms of Service shall be governed by and construed and enforced in accordance with the laws of the state of Ohio, and shall be interpreted in all respects as a Ohio contract. Any dispute, controversy, claim or action arising from or related to your use of the Site or these Terms of Service likewise shall be governed by the laws of Ohio, exclusive of choice-of-law principles.

(b) ARBITRATION

In the event of a dispute between the Parties arising out of or relating in any way to this Agreement, such dispute shall be submitted to the American Arbitration Association and shall be resolved by means of arbitration by a panel of three arbitrators.

  1. Arbitration shall be limited solely to deciding the merits of any controversy or dispute relating to the Agreement. Such arbitration shall be pursuant to the International Dispute Resolution Procedures of the American Arbitration Association and shall be conducted in Franklin County, Ohio, or such other location as the Parties may select by mutual agreement. The language of the arbitration shall be English.
  2. The arbitrators shall issue a reasoned award, and it shall be final and binding upon the Parties and not subject to further appeal. The arbitrators shall be empowered to award money damages but may not award consequential, incidental, exemplary or punitive damages or order specific performance.
  3. The Parties hereby consent to the nonexclusive jurisdiction of the state and federal courts of Franklin County, Ohio, United States, for the enforcement of any arbitration award.

(c) CLASS ACTION WAIVER

You and Roost agree that any party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No class arbitration is permitted, and no arbitrator may consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one Roost user cannot and may not affect any other Roost users.

11.4 Entire Agreement

These Terms and our Privacy Policy are the entire and exclusive agreement between Roost and you regarding the Services (excluding any service for which you have a separate agreement with Roost that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between Roost and you regarding the Services.

If you have any questions about these Terms, please contact us at hello@liveroost.com.