Effective May 12, 2026. Binding arbitration and class-action waiver in Section 16. Read carefully.
These Terms of Service ("Terms") are effective May 12, 2026 and form a binding contract between ROOF_OS, Inc., a Delaware corporation ("ROOF_OS," "we," "us," or "our"), and the individual or legal entity that registers for, accesses, or uses the Platform ("Customer," "you," or "your"). By clicking "I Agree," creating an account, executing an order form, paying an invoice, or otherwise accessing or using the Platform, you irrevocably accept these Terms and represent that (a) you are at least 18 years of age, (b) you have the legal capacity and authority to bind yourself and any entity on whose behalf you act, and (c) you are not on any U.S. Specially Designated Nationals (SDN), denied parties, or sanctions list. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM. Enterprise contractor customers executing a signed Order Form are additionally governed by the ROOF10X Master Services Agreement at /msa, which prevails over these Terms to the extent expressly stated in the Order Form.
"Platform" means the ROOF_OS software-as-a-service application, agents, APIs, dashboards, marketplaces, mobile and desktop clients, documentation, and any related services. "Agents" means the AI-driven automations operated within the Platform. "Customer Data" means the data, files, content, contacts, and records that you or your end users submit to the Platform. "Output" means content, estimates, quotes, recommendations, classifications, scores, communications, or other artifacts generated by the Platform or by Agents on your behalf. "Payment Partners" means Crossmint, Inc. ("Crossmint"), MoonPay USA LLC and its affiliates ("MoonPay"), Hel.io Labs, Inc. ("Hel.io"), and any other licensed payment processor we engage from time to time. "Order Form" means the online or signed order that references these Terms. "Affiliate" means any entity controlling, controlled by, or under common control with a party. "Documentation" means the technical and end-user documentation we publish for the Platform.
Subject to your continuous compliance with these Terms, your timely payment of all fees, and the limits in your Order Form, ROOF_OS grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Platform solely for your internal business operations as a roofing contractor or related service provider. The license excludes any right to: (a) resell, lease, sublicense, or commercially exploit the Platform; (b) use the Platform to build, train, fine-tune, or evaluate any competing product, machine-learning model, or dataset; (c) reverse engineer, decompile, or disassemble any portion of the Platform except as expressly permitted by mandatory law; (d) remove or alter any proprietary notice; (e) bypass usage limits or security measures; or (f) use the Platform on behalf of any third party not authorized in an Order Form. All rights not expressly granted are reserved by ROOF_OS.
Your use of the Platform is at all times subject to the ROOF_OS Acceptable Use Policy at /acceptable-use, which is incorporated by reference. Violations include, without limitation, transmission of unlawful, infringing, defamatory, deceptive, harassing, or harmful content; sending SMS or voice traffic that violates the TCPA, the Telephone Sales Rule, CAN-SPAM, state Do-Not-Call laws, or analogous non-U.S. statutes; scraping, rate-bombing, or otherwise abusing the Platform or its APIs; circumventing access controls; uploading malware; or using Agents to impersonate any person or to make material misrepresentations. ROOF_OS may suspend, throttle, or terminate access for any actual or reasonably suspected violation, with or without notice.
You are solely responsible for: (a) the accuracy, legality, and integrity of all Customer Data; (b) obtaining all consents required for the Platform to send communications to homeowners, leads, or contacts on your behalf, including TCPA written consent where applicable; (c) maintaining the confidentiality of your credentials, API keys, and webhook secrets; (d) all activity occurring under your account, whether or not authorized by you; (e) compliance with all federal, state, local, and foreign laws applicable to your business; and (f) notifying us within 24 hours at security@roof10x.com of any actual or suspected unauthorized access. You will not share login credentials, and you will enforce multi-factor authentication for every user with administrative privileges.
The Platform includes Agents that may, when enabled by you, send communications, draft estimates, classify leads, schedule appointments, and take other actions on your behalf. You acknowledge and agree that: (a) you configure, supervise, and bear sole responsibility for every Agent action initiated by or under your account; (b) Output is generated by statistical models that can produce inaccurate, incomplete, biased, or otherwise undesirable results, and you must review Output before acting on it; (c) ROOF_OS makes NO warranty that Output is accurate, current, complete, lawful, or fit for any purpose; (d) you will not represent Output as professional legal, medical, engineering, accounting, or licensed advice; and (e) every Agent action is captured in immutable audit logs that you may inspect within the Platform. Where Output is original to you, you own it, subject to the license granted in Section 7.
Subscription Terms, fees, billing cadence, and usage limits are set in your Order Form or on /pricing. Unless your Order Form states otherwise: (a) Subscription fees are billed in advance and are NON-REFUNDABLE in whole or in part; (b) overage and metered fees are billed in arrears; (c) all fees are exclusive of taxes, duties, withholdings, and Payment Partner fees, all of which are your responsibility; (d) past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus collection costs and reasonable attorneys' fees; (e) we may suspend the Platform for any account 10 days past due after written notice; (f) prices may be adjusted at renewal upon at least 30 days' notice. Subscriptions auto-renew for successive terms equal to the initial term unless either party gives written non-renewal notice at least 30 days before the end of the then-current term.
Payments may be processed by Crossmint (card, ACH, wire, and stablecoin settlement) and by MoonPay/Hel.io (on-ramp and direct stablecoin settlement), each operating under its own terms which apply in addition to these Terms. Full payment instrument data (PAN, CVV, banking credentials, private keys) never touches ROOF_OS infrastructure. You authorize Payment Partners to: (i) verify your identity (KYC), screen for sanctions, and decline or freeze transactions as required by law; (ii) settle funds to wallets or accounts designated by ROOF_OS; (iii) report transaction metadata to ROOF_OS for accounting and entitlement purposes. On-chain payments are FINAL upon network confirmation and cannot be reversed by ROOF_OS or by any Payment Partner. Full payment-specific terms are at /payment-terms. The ROOF_OS refund framework is at /refund-policy.
If you initiate a chargeback, ACH return, card dispute, or analogous reversal for a transaction that ROOF_OS or a Payment Partner determines was authorized and properly fulfilled (commonly called "friendly fraud"), you agree to: (a) reimburse ROOF_OS for the disputed amount, the chargeback fee assessed by the Payment Partner (currently up to $35.00 per event), reasonable investigation costs, and any associated network fines; (b) permit ROOF_OS to immediately suspend Platform access pending resolution; (c) waive any right to receive deletion of records ROOF_OS must retain as evidence; and (d) submit the underlying dispute exclusively through the procedure in Section 16. Repeated or abusive chargebacks are grounds for permanent termination and may be reported to industry fraud databases.
ROOF_OS and its licensors retain all right, title, and interest in and to the Platform, the Agents, the underlying models, source and object code, schemas, training datasets, user interfaces, documentation, look and feel, trademarks, service marks, logos, and all derivatives, improvements, and aggregated or anonymized analytics, regardless of who suggests them. You retain ownership of Customer Data and grant ROOF_OS a worldwide, royalty-free, non-exclusive license to host, process, transmit, display, and create derivative works from Customer Data solely to (a) operate, secure, and support the Platform; (b) generate Output for you; (c) produce aggregated, de-identified analytics that do not identify you or any natural person; and (d) comply with legal obligations. Feedback you provide is freely assignable to ROOF_OS without compensation.
Each party may disclose Confidential Information to the other under these Terms. The receiving party will: (a) use Confidential Information only to perform under these Terms; (b) protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care); and (c) not disclose it to third parties except to its employees, agents, and contractors bound by similar obligations. Confidential Information does not include information that is or becomes public without breach, was rightfully known before disclosure, is rightfully obtained from a third party, or is independently developed without use of the disclosing party's information. Either party may disclose Confidential Information to the extent required by law, subject to prior notice where lawful.
THE PLATFORM, OUTPUT, AGENTS, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROOF_OS, ITS AFFILIATES, AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND ACCURACY OR COMPLETENESS OF DATA. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL CODE, OR THAT OUTPUT WILL MEET YOUR REQUIREMENTS. NO ORAL OR WRITTEN STATEMENT CREATES A WARRANTY NOT EXPRESSLY STATED HEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) THE TOTAL AGGREGATE LIABILITY OF ROOF_OS AND ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AND LICENSORS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, REGARDLESS OF THEORY (CONTRACT, TORT, STATUTE, INDEMNITY, OR OTHERWISE) AND REGARDLESS OF THE NUMBER OF INCIDENTS, WILL NOT EXCEED THE FEES YOU ACTUALLY PAID TO ROOF_OS IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE PARTIES ACKNOWLEDGE THIS ALLOCATION OF RISK IS A FUNDAMENTAL BASIS OF THE BARGAIN.
You will defend, indemnify, and hold harmless ROOF_OS, its Affiliates, and its and their officers, directors, employees, agents, and licensors from and against any third-party claim, suit, regulatory action, fine, or proceeding, and all related losses, damages, settlements, judgments, costs, and attorneys' fees, arising out of or relating to: (a) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates any IP right, privacy right, publicity right, or applicable law; (b) your use of the Platform in violation of these Terms, the AUP, or applicable law; (c) Agent actions executed under your account; (d) your communications, marketing, or sales practices, including TCPA, TSR, DNC, CAN-SPAM, GDPR, CCPA, LGPD, and PIPEDA matters; (e) your interactions with homeowners, leads, employees, or contractors; and (f) any chargeback, payment reversal, or refund dispute initiated by you. We will promptly notify you of any claim, give you reasonable control of the defense, and cooperate at your expense; we may participate with separate counsel at our cost. No settlement may impose obligation or liability on us without our prior written consent.
We may suspend or terminate access immediately, with or without notice, if: (a) you breach these Terms, the AUP, or the Payment Terms; (b) we reasonably suspect fraud, security risk, or harm to other users or third parties; (c) required by law, court order, or Payment Partner directive; or (d) you fail to pay amounts past due after the cure period in Section 6. Either party may terminate for material breach not cured within 30 days of written notice. Upon termination, your license ends, all unpaid amounts become immediately due, and you must cease all use of the Platform. You may export Customer Data within 30 days of termination; thereafter ROOF_OS may delete it consistent with the Privacy Policy and applicable retention obligations. Sections 1, 7-13, 15-19, and any clause that by its nature should survive, will survive termination.
You will comply with all U.S. and applicable foreign export control, sanctions, anti-boycott, and anti-corruption laws, including the U.S. Export Administration Regulations, OFAC regulations, and the Foreign Corrupt Practices Act. You represent that you, your Affiliates, and your principal owners are not, and during the term will not become, the target of any U.S., U.K., EU, or U.N. sanctions, and that you will not export, re-export, or release the Platform to any prohibited country, end user, or end use. You will not offer or provide any value to any government official to obtain or retain business in connection with the Platform.
PLEASE READ CAREFULLY — THIS SECTION REQUIRES BINDING INDIVIDUAL ARBITRATION AND WAIVES CLASS ACTIONS AND JURY TRIALS. All claims, disputes, or controversies of any kind arising out of or relating to these Terms, the Platform, payments, data handling, or our relationship (collectively, "Disputes") MUST first be submitted in writing to the ROOF_OS Arbitration Department at arbitration@roof10x.com, following the intake procedure at /arbitration. Mandatory pre-arbitration intake is a condition precedent to any external proceeding. If a Dispute is not resolved within 60 days of intake, it will be finally resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules, by a single arbitrator. The seat and venue of arbitration is Austin, Travis County, Texas; proceedings will be conducted in English. The arbitrator's award is final and may be entered in any court of competent jurisdiction. CLASS, COLLECTIVE, REPRESENTATIVE, AND PRIVATE-ATTORNEY-GENERAL ACTIONS ARE WAIVED to the maximum extent permitted by law. Either party may seek emergency injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, or security pending arbitration. To opt out of arbitration, mail written notice to ROOF_OS, Inc., Attn: Arbitration Opt-Out, Austin, TX, postmarked within 30 days of your first acceptance of these Terms.
These Terms are governed by the laws of the State of Texas and the Federal Arbitration Act, without regard to conflict-of-law principles. Any matter not subject to arbitration will be brought exclusively in the state or federal courts located in Travis County, Texas, and you irrevocably consent to personal jurisdiction and venue there. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond reasonable control, including acts of God, war, terrorism, civil unrest, government action, embargoes, pandemics, labor disputes, power or telecommunications failures, internet outages, Payment Partner outages, blockchain congestion or forks, or denial-of-service attacks.
These Terms, the Order Form, the Privacy Policy at /privacy, the Acceptable Use Policy at /acceptable-use, the Payment Terms at /payment-terms, the Refund Policy at /refund-policy, the DMCA Policy at /dmca, the Cookie Policy at /cookies, and the Sub-processors list at /sub-processors constitute the entire agreement and supersede all prior or contemporaneous agreements on the subject. We may update these Terms upon notice; continued use after the effective date constitutes acceptance. You may not assign these Terms without our prior written consent; we may assign freely to an Affiliate or in connection with a merger, reorganization, or sale of substantially all assets. No waiver is effective unless in writing. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. Nothing creates a partnership, joint venture, agency, or franchise. Notices to ROOF_OS go to legal@roof10x.com; notices to you go to the email on your account.
Legal & contract questions: legal@roof10x.com. Claims & disputes (mandatory routing per Section 16): arbitration@roof10x.com. Security & incidents: security@roof10x.com. Privacy & data subject rights: privacy@roof10x.com. Mailing address: ROOF_OS, Inc., Austin, TX.
