1Agreement to Terms
These Terms of Service (the "Terms" or "Agreement") constitute a legally binding agreement between you, and, if you accept these Terms on behalf of a company or other legal entity, that entity (collectively, "Customer," "you," or "your"), and OneRoof Labs LLC, a Colorado limited liability company with its principal place of business at 655 S Sierra Madre Street, Colorado Springs, Colorado 80903 ("OneRoof," "Company," "we," "us," or "our"), governing your access to and use of the OneRoof CRM software-as-a-service platform, including the web application, mobile applications, application programming interfaces ("APIs"), associated tools, and all related services (collectively, the "Services").
2Definitions
2.1 "Authorized User" means an individual (such as your employees, agents, sales representatives, canvassers, or contractors) whom you authorize to access the Services under your account.
2.2 "Consumer" or "End Consumer" means any natural person whose Personal Information is collected, stored, contacted, called, messaged, skip-traced, or otherwise processed by you through the Services, including your leads, prospects, customers, homeowners, property owners, applicants, and references.
2.3 "Customer Data" means all data, content, files, documents, photographs, recordings, messages, contact records, lead and prospect lists, proposals, signatures, and other information that you or your Authorized Users submit to, upload to, generate within, or transmit through the Services, including Personal Information of Consumers.
2.4 "Personal Information" means information that identifies, relates to, describes, or could reasonably be linked to an identified or identifiable natural person, including names, telephone numbers, email addresses, physical and mailing addresses, geolocation, dates of birth, Social Security numbers, employment and income information, financial-account information, screening or background information, call recordings, message content, and photographs.
2.5 "Sensitive Data" means the subset of Personal Information warranting heightened protection, including Social Security numbers, financial-account and banking information, consumer-report and screening information, precise geolocation, and any data deemed "sensitive" or a "special category" under applicable law.
2.6 "Third-Party Services" means software, data, integrations, or services provided by third parties that interoperate with, or are made accessible through, the Services, as described in Section 13.
2.7 "Sub-Processor" means a third party engaged by OneRoof to process Customer Data on our behalf in connection with delivering the Services, as identified in Section 13 and any Data Processing Addendum.
2.8 "Documentation" means the user guides, help materials, and policies we make available regarding the Services.
2.9 "Order" or "Order Form" means an ordering document, online sign-up, subscription selection, or plan enrollment specifying the Services, fees, and term.
2.10 "TCPA" means the federal Telephone Consumer Protection Act, 47 U.S.C. § 227, and its implementing regulations, together with analogous state telemarketing, robocall, and do-not-call laws.
2.11 "FCRA" means the federal Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and analogous state consumer-reporting laws.
3The Services
3.1 Overview. OneRoof CRM is a customer-relationship-management and sales-operations platform designed primarily for roofing and home-services contractors. Depending on your subscription and configuration, the Services may include: contact and lead management; sales pipelines, stages, and workflow automation; appointment scheduling and calendar synchronization; a power dialer and telephony features; email send and ingestion; document, photo, and receipt storage; AI-assisted document review and data extraction; proposal and quote building with electronic signature; roof-measurement ordering and material-catalog/pricing tools; field canvassing with mapping and geolocation; prospecting and lead-sourcing tools (including skip-tracing); reporting and analytics; mobile applications; and configurable integrations with Third-Party Services.
3.2 Provisioning and Configuration. Certain features (including the dialer, telephony number provisioning, prospecting credits, integrations, and billing) require additional setup, separate enablement, third-party accounts, and/or usage-based fees. Certain features (such as SMS/text messaging) may be described in the Documentation or interface as planned or "coming soon" and may not be available; nothing in these Terms or the Services represents that any planned feature is currently available, and we have no obligation to release any planned feature.
3.5 Beta Features. We may make features available in beta, preview, alpha, or "early access" form ("Beta Features"). Beta Features are provided "AS IS" and "AS AVAILABLE," are not recommended for production reliance, may contain bugs or errors, may be modified or withdrawn at any time, are excluded from any service-level commitment, support obligation, indemnity, or warranty, and may be subject to additional terms. We may collect and use telemetry and feedback from Beta Features to develop and improve the Services. We may begin charging for Beta Features upon notice.
3.6 No Service-Level Agreement. Except as expressly set forth in a separate written service-level agreement signed by an authorized representative of OneRoof, the Services are provided without any uptime, availability, response-time, or support-level commitment, and no such commitment may be implied from marketing materials, course of dealing, or usage of trade.
3.3 Modifications to the Services. We continually improve the Services and may add, change, suspend, deprecate, or remove features, functionality, or Third-Party integrations at any time. We will use commercially reasonable efforts to notify you of material adverse changes. Your continued use after a change constitutes acceptance.
3.4 No Professional Advice. The Services, including any AI features, pricing tools, financing references, measurement outputs, and document analysis, are provided for informational and operational convenience only and do not constitute legal, financial, tax, insurance, engineering, structural, or other professional advice. You are solely responsible for independently verifying all outputs before relying on them.
4Eligibility; Business Use Only
4.1 The Services are intended solely for business and commercial use by businesses and their Authorized Users. You represent that you are at least 18 years of age, have the authority to enter into this Agreement, and are using the Services for legitimate business purposes.
4.2 You may not use the Services if you are barred from doing so under the laws of the United States or any other applicable jurisdiction, or if you are listed on any U.S. government list of prohibited or restricted parties.
5Accounts, Authorized Users, and Security
5.1 Registration. You must provide accurate, current, and complete information when creating an account and keep it updated. You are responsible for all activity that occurs under your account and those of your Authorized Users.
5.2 Authorized Users; Roles. You may provision Authorized Users and assign roles and permissions within the Services. You are responsible for (a) ensuring each Authorized User complies with this Agreement; (b) the acts and omissions of your Authorized Users, which are deemed your acts and omissions; and (c) promptly deactivating access for any individual who should no longer have it.
5.3 Credentials and Security. You are responsible for maintaining the confidentiality of all login credentials and authentication tokens, and for all use of the Services through your account. You must notify us immediately at compliance@onerooflabs.com of any suspected or actual unauthorized access or security incident affecting your account. We employ commercially reasonable safeguards, which include encryption at rest of certain fields (such as Social Security numbers, stored email content, and stored third-party OAuth refresh tokens), encryption in transit, role-based access control, logical tenant isolation, and audit logging. No method of transmission or storage is completely secure, we do not represent that all data is encrypted, and you acknowledge the residual risk inherent in all online services.
5.5 Incident Notification by OneRoof. In the event of a confirmed breach of security leading to the unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data in our possession or control, we will notify you without undue delay and consistent with applicable law and any Data Processing Addendum, and will provide information reasonably available to us to assist you in meeting your own notification obligations. As between the parties, you are responsible for determining whether the incident requires notification to Consumers or regulators and for making any such required notifications.
5.4 Tenant Isolation. The Services use logical multi-tenant isolation so that your Customer Data is segregated from that of other customers. You agree not to attempt to access, and not to permit any Authorized User to access, data belonging to any other customer or organization.
6Fees, Billing, Credits, and Usage-Based Charges
6.1 Fees. You agree to pay all fees specified in your Order or plan, including subscription fees, usage-based charges, and any overages. Unless stated otherwise, fees are quoted and payable in U.S. dollars and are exclusive of taxes.
6.2 Payment Processing. Payment methods, wallet balances, stored cards, automatic top-ups/refills, and billing are processed through a third-party payment processor (Stripe) and an associated billing portal service. By providing a payment method, you authorize us and our payment processor to charge all applicable fees. Your use of payment features is also subject to the payment processor's terms. We do not store full payment-card numbers; card data is handled by the processor.
6.3 Usage-Based and Pass-Through Charges. Certain features incur usage-based or pass-through charges, including but not limited to: telephony minutes, phone-number provisioning, and call recording (via our telephony provider); prospecting/skip-tracing credits (via our data provider); roof-measurement report orders (via measurement providers); and AI processing. You are responsible for all such charges incurred under your account, including by your Authorized Users, whether or not authorized by you in each instance, unless caused by our gross negligence or willful misconduct.
6.4 Credits. Prospecting and similar credits are consumed as you use the corresponding features. Credits are non-refundable, have no cash value, and may expire. Records of credit-consuming activity (including prospecting "pulls") are maintained as immutable billing records.
6.5 Auto-Renewal. Subscriptions renew automatically for successive periods equal to the prior term unless cancelled before the end of the then-current term, at the then-current rates. You authorize recurring charges accordingly.
6.6 Late Payment; Non-Payment. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend or terminate the Services for non-payment after reasonable notice. You will reimburse reasonable costs of collection, including attorneys' fees.
6.7 Disputes; No Chargebacks. You must notify us in writing of any billing dispute within 30 days of the charge; otherwise the charge is deemed accepted. Initiating a chargeback without first attempting good-faith resolution is a breach of this Agreement.
6.8 Taxes. You are responsible for all sales, use, value-added, telecommunications, and similar taxes, levies, and surcharges (excluding taxes on our net income), including any telecommunications surcharges arising from your use of telephony features.
6.9 No Refunds. Except as expressly stated or as required by law, all fees are non-refundable, including for partial periods, unused credits, or features you elect not to use.
7Customer Data; Ownership and License
7.1 Ownership. As between the parties, you retain all right, title, and interest in and to Customer Data. We do not claim ownership of Customer Data.
7.2 License to Us. You grant OneRoof a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to (a) provide, maintain, secure, and improve the Services; (b) prevent or address technical or security issues and enforce this Agreement; (c) comply with law and lawful requests; and (d) as otherwise instructed or permitted by you. This license includes the right to share Customer Data with Sub-Processors and Third-Party Services as needed to deliver features you use (see Section 13).
7.3 Your Responsibility for Customer Data. You are solely responsible for Customer Data, including its accuracy, legality, quality, and your right to collect, upload, store, and process it through the Services. You represent and warrant that you have all necessary rights, consents, permissions, and lawful bases to provide Customer Data to us and to have it processed as contemplated by the Services.
7.4 Aggregated and De-Identified Data. We may collect and use aggregated, anonymized, and/or de-identified data and metadata derived from use of the Services for any lawful business purpose, including to operate, analyze, secure, and improve our products, provided such data does not identify you, any Authorized User, or any Consumer.
7.5 Backups and Retention. You are responsible for maintaining your own backups of Customer Data. While we maintain reasonable operational backups, we are not a system of record and do not guarantee retention. Certain data is subject to defined retention or purge windows (for example, stored email message bodies may be purged after a set period), and certain records (such as audit and billing records) are retained as required for security, accounting, and compliance.
7.6 Deletion. Upon termination, and upon a verified request to the extent required by applicable law, we will delete or return Customer Data in accordance with our then-current data-retention practices and any Data Processing Addendum, except for data we are required or permitted to retain by law or for legitimate business records (e.g., audit logs, billing records, de-identified data, and backups pending routine rotation).
8Privacy and Data Protection
8.1 Privacy Policy. Our collection and use of Personal Information in connection with the Services is described in our Privacy Policy, which is incorporated by reference.
8.2 Roles. With respect to Personal Information of Consumers contained in Customer Data, you are the "controller"/"business" and OneRoof is the "processor"/"service provider" (as those terms are used under applicable data-protection laws). We process such Personal Information only on your documented instructions and as needed to provide the Services. Where required, the parties will enter into a Data Processing Addendum ("DPA"), which controls over conflicting terms regarding the processing of Personal Information.
8.2.1 Service-Provider Commitments (self-executing). Regardless of whether a separate DPA is executed, with respect to Personal Information that OneRoof processes on your behalf, OneRoof: (a) will not sell or share (as those terms are defined under the California Consumer Privacy Act, as amended by the CPRA, and analogous laws) such Personal Information; (b) will not retain, use, or disclose such Personal Information for any purpose other than the specific purpose of performing the Services, or as otherwise permitted by applicable law; (c) will not retain, use, or disclose such Personal Information outside the direct business relationship between the parties; (d) will not combine such Personal Information with personal information received from, or on behalf of, other persons, except as permitted by applicable law to perform the Services; and (e) certifies that it understands and will comply with these restrictions. OneRoof will notify you if it determines it can no longer meet these obligations.
8.3 Your Compliance Obligations. You are solely responsible for: (a) providing all legally required notices to, and obtaining all legally required consents and authorizations from, Consumers and Authorized Users for the collection, use, recording, messaging, calling, skip-tracing, sharing, and other processing of their Personal Information through the Services; (b) honoring Consumer privacy rights and opt-outs; (c) maintaining your own privacy policy; and (d) determining the lawful basis for your processing. We provide tools that may assist compliance, but you remain responsible for your own compliance.
8.4 Sensitive Data. You acknowledge that the Services can store Sensitive Data (including Social Security numbers, financial-account/Plaid-linked information, and screening information). You will only submit Sensitive Data where you have a lawful basis and the requisite consents, and you will configure and use the relevant security features appropriately. You assume all risk associated with submitting Sensitive Data. We reserve the right, in our sole discretion, to restrict, prohibit, or delete categories of Sensitive Data (including protected-health information regulated by HIPAA, children's data, or full Social Security numbers) that we do not support, and to require that you not submit them.
8.6 Financial-Data Compliance (GLBA). If you collect, process, or use consumer financial information through the Services (including via the income, screening, financing, or Plaid-linked features), you represent and warrant that you will comply with the Gramm-Leach-Bliley Act, the FTC Safeguards Rule, and analogous state laws to the extent applicable to you, including providing any required privacy notices and maintaining an information-security program. OneRoof is not a "financial institution" acting on your behalf for such data except as expressly agreed in writing.
8.7 Biometric Data. Certain features may capture or process data that could be characterized as a "biometric identifier" or "biometric information" under laws such as the Illinois Biometric Information Privacy Act (BIPA), the Texas CUBI Act, and Washington law, including voice from recorded calls and signature or identity-verification data. If and to the extent any such data is captured through your use of the Services, you are solely responsible for providing all legally required notices and obtaining all legally required written consents and releases before any capture, storage, or use, and for any required retention/destruction schedule.
8.5 Sub-Processors. You authorize us to engage the Sub-Processors identified in Section 13 and our published Sub-Processor list. We remain responsible for our Sub-Processors' performance of data-processing obligations to the extent provided in the DPA.
9Acceptable Use Policy
You agree that you and your Authorized Users will not, and will not permit any third party to:
9.1 use the Services in violation of any applicable law or regulation, including the TCPA, FCRA, CAN-SPAM Act, state telemarketing and recording laws, consumer-protection laws, and data-protection and privacy laws;
9.2 use the Services to transmit, store, or process content that is unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable;
9.3 send unsolicited or unlawful communications, including calls, texts, or emails that violate consent, do-not-call, or anti-spam requirements;
9.4 use skip-traced, prospecting, or other Consumer data for any purpose prohibited by Section 11 (including any FCRA "permissible purpose," such as credit, insurance, employment, or tenant-screening eligibility determinations), unless you are independently authorized and compliant;
9.5 upload or transmit malware, or interfere with, disrupt, probe, or attempt to gain unauthorized access to the Services, other customers' data, or our or our providers' systems;
9.6 reverse engineer, decompile, or attempt to derive source code, except to the extent such restriction is prohibited by law; circumvent usage limits, access controls, or security; or use the Services to build a competing product;
9.7 resell, sublicense, rent, lease, time-share, or operate a service bureau for the benefit of third parties, except as expressly permitted in an Order;
9.8 misrepresent caller identity, falsify headers, spoof numbers unlawfully, or evade call-blocking, call-authentication, or carrier requirements; or
9.9 use the Services to make automated decisions about Consumers that produce legal or similarly significant effects without appropriate human review and legal basis.
We may investigate suspected violations and may suspend or terminate access for violations, including to protect the Services, our providers, other customers, or third parties.
10Telephony, Calling, Recording, and Messaging; TCPA Compliance
This Section is critical. You bear sole responsibility for the lawful use of all calling, recording, and messaging features.
10.1 Your Compliance Responsibility. The Services include a power dialer and telephony features that initiate outbound calls and may record calls and provision phone numbers through our telephony provider. You are solely responsible for ensuring that all calls, recordings, voicemails, messages, and related activities you conduct using the Services comply with all applicable laws, including the TCPA; the Telemarketing Sales Rule; federal and state do-not-call ("DNC") requirements; federal and state call-recording and wiretap/eavesdropping laws (including one-party and two-party/all-party consent states); calling-time restrictions; caller-ID/CNAM and call-authentication (STIR/SHAKEN) requirements; abandonment-rate limits; and, if and when enabled, A2P 10DLC registration and SMS/text-messaging consent, opt-in/opt-out, and STOP-keyword requirements.
10.2 Consent. You represent and warrant that, prior to placing any call, leaving any voicemail, or sending any message through the Services, you have obtained all legally required consents (including, where required, prior express written consent) from the called/messaged party, and that you maintain records of such consent. You will not call or message any number on an applicable DNC list or any number for which consent has been revoked.
10.3 Recording Disclosures. The Services may offer optional call-recording and automated disclosure features (for example, an announcement that a call may be recorded). These features are conveniences only. You are responsible for determining whether recording is lawful for each call and for ensuring all required disclosures and consents are provided, regardless of any default setting or automated announcement. You acknowledge that recording defaults, disclosures, calling-hour guards, and DNC filters are tools you must configure and verify; they do not guarantee compliance and do not transfer compliance responsibility to us.
10.4 DNC and Internal Lists. You are responsible for maintaining and honoring your internal DNC list, the National Do Not Call Registry where applicable, and any state DNC lists, and for honoring opt-outs. While the Services provide DNC-flagging and queue-exclusion tools, you remain responsible for scrubbing and suppression.
10.5 No Carrier/Regulatory Guarantee. Telephony and messaging features depend on third-party carriers and providers and on regulatory registrations. We do not guarantee call completion, deliverability, number reputation, caller-ID display, or that any feature satisfies any specific legal requirement.
10.6 TCPA Hold Harmless.
11Prospecting, Skip-Tracing, and Third-Party Consumer Data; FCRA Restrictions
This Section governs your use of prospecting, skip-tracing, and property/owner data and is a material part of this Agreement.
11.1 Nature of the Data. The prospecting and skip-tracing features may return Personal Information about Consumers and property owners (including names, telephone numbers, email addresses, mailing addresses, approximate ages, property characteristics, valuation, equity, and mortgage information) sourced from third-party data providers and public records. These individuals generally have no pre-existing relationship with you, and the data may be inaccurate, incomplete, or out of date.
11.2 Not a Consumer Report; FCRA Prohibition. The prospecting, skip-tracing, and related data is not provided by a "consumer reporting agency" and does not constitute a "consumer report" or "investigative consumer report" under the FCRA.
You will comply with all use restrictions imposed by the applicable data providers.
11.3 Screening/Income/Background Data. The Services include fields and features for income, employment, financial, and screening/background information. You are solely responsible for the lawful collection and use of such information, including FCRA, the Equal Credit Opportunity Act, fair-housing, and applicable state laws, and for using a duly authorized consumer reporting agency where one is required. OneRoof is not a consumer reporting agency.
11.4 Lawful Use; Consent. You will use prospecting/skip-traced data only for lawful business purposes and in compliance with all applicable laws, including TCPA and DNC (see Section 10), CAN-SPAM, and state privacy laws (including any obligations relating to the "sale" or "sharing" of Personal Information). You are responsible for obtaining any required consents before contacting any individual identified through these features and for honoring opt-outs and deletion requests.
11.5 Accuracy Disclaimer. Third-party and public-record data is provided "AS IS." We and our data providers do not warrant its accuracy, completeness, or fitness for any purpose. You assume all risk arising from your use of such data.
11.6 Hold Harmless — Data Use.
12AI and Automated Features
12.1 AI Features. The Services include features that use artificial intelligence and machine-learning models (including third-party models) to, among other things, review and extract data from uploaded documents and images, analyze calls, generate and edit proposals and templates, suggest pricing and content, parse roof-measurement reports, extract receipt data, and provide an in-app assistant ("AI Features").
12.2 Processing by Third-Party Models. To provide AI Features, Customer Data you submit to those features (which may include documents such as insurance certificates, tax forms, and licenses; proposal content; call transcripts; and other content) may be transmitted to and processed by third-party AI providers. You are responsible for ensuring you have the right to submit such content for AI processing and for not submitting content you are not permitted to disclose. To the extent provided in our agreements with the applicable AI providers, content you submit through the AI Features is not used by those providers to train their general-purpose models. We do not control, and are not responsible for, third-party AI providers' independent data practices.
12.3 No Reliance; Accuracy. AI Features are probabilistic and may produce inaccurate, incomplete, or misleading output ("hallucinations"). Output is provided for assistance only, without warranty, and must be independently reviewed and verified by a qualified human before use. You are solely responsible for any decisions made or actions taken based on AI output. OneRoof disclaims all liability arising from your reliance on AI output to the maximum extent permitted by law.
12.4 Measurement and Pricing Outputs. Roof-measurement, takeoff, material, and pricing outputs are estimates and may differ from field conditions. You must independently verify all measurements, quantities, prices, and scopes before contracting or performing work.
13Third-Party Services, Integrations, and Sub-Processors
13.1 Third-Party Services. The Services interoperate with various Third-Party Services that you may choose to enable, including, without limitation: telephony and call recording (Telnyx); AI/LLM processing (Anthropic/Claude and Google/Gemini); Google Gmail and Google Calendar (including, where enabled, read access to your email); Google Maps and geocoding; property and owner data / skip-tracing (a property & owner data provider and similar providers); roof-measurement providers (EagleView and others); building-materials catalog, pricing, and ordering (ABC Supply); document rendering and electronic signature (our DocumentAI service); payments and billing (Stripe and an associated billing portal); financial-account linking (Plaid, where enabled); financing-partner links; transactional email delivery (Twilio Inc. / SendGrid); and cloud infrastructure, storage, and image processing (Cloudflare, including object storage and edge compute, and Amazon Web Services for managed database hosting).
13.2 Independent Terms. Your use of Third-Party Services is subject to those third parties' own terms and privacy policies. We do not control and are not responsible for Third-Party Services, their availability, their data practices, or any changes, suspensions, fees, or discontinuations by those providers. Enabling an integration authorizes the exchange of relevant Customer Data with that provider as needed for the feature.
13.3 Google API Services. Where you connect Google services, your use, and OneRoof's use, of data received from Google APIs will adhere to applicable Google API Services User Data Policy requirements, including any limited-use restrictions. You authorize the access scopes you grant during the Google consent flow and may revoke them at any time.
13.4 Sub-Processors. Certain Third-Party Services act as Sub-Processors that process Customer Data to deliver core Services (for example, cloud hosting/storage, telephony, AI processing, email, and electronic signature). Our use of Sub-Processors is described in Section 8 and any DPA.
13.5 No Endorsement. References to third parties do not constitute endorsement. Any dispute regarding a Third-Party Service is between you and that third party.
14Electronic Signatures and Records
14.1 E-SIGN Consent. You and your Consumers may execute proposals, contracts, disclosures, and acknowledgments electronically through the Services. You consent, and are responsible for obtaining each Consumer's consent, to the use of electronic records and signatures under the federal E-SIGN Act, the Uniform Electronic Transactions Act (UETA), and analogous laws.
14.2 Your Responsibility. You are solely responsible for the content, legality, accuracy, and enforceability of any document, proposal, contract, warranty, disclosure, or signature created or collected through the Services, including ensuring proper identification of signers, retention of signed records, and compliance with applicable contracting, home-improvement, lending, and consumer-protection laws (including any right-to-cancel/rescission requirements). OneRoof provides signing tooling only and is not a party to, and makes no representation regarding the validity or enforceability of, any document you create.
15Intellectual Property
15.1 Our IP. The Services, including all software, code, designs, user interfaces, templates, workflows, documentation, trademarks, and all related intellectual property, are and remain the exclusive property of OneRoof and its licensors. Except for the limited right to use the Services granted herein, no rights are granted to you.
15.2 License to You. Subject to this Agreement and payment of fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the term for your internal business purposes.
15.3 Feedback. If you provide suggestions, ideas, or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate it without restriction or compensation.
15.4 Restrictions. You will not remove or alter any proprietary notices and will use the Services only as permitted by this Agreement and the Documentation.
16Confidentiality
16.1 "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential, including the Services' non-public features, pricing, and security information, and Customer Data. Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under this Agreement, and not disclose it except to personnel and contractors with a need to know who are bound by confidentiality obligations.
16.2 Confidentiality obligations do not apply to information that is or becomes public through no fault of the recipient, is independently developed, is rightfully obtained from a third party, or is required to be disclosed by law (with notice where lawful).
17Suspension
We may suspend your or any Authorized User's access to all or part of the Services, with or without notice as circumstances require, if: (a) we reasonably believe the Services are being used in violation of this Agreement or applicable law; (b) your use poses a security risk or may harm the Services, our providers, other customers, or third parties; (c) required by a provider, carrier, or law; or (d) your account is overdue. We will use reasonable efforts to limit the scope and duration of any suspension. Suspension does not relieve you of payment obligations.
18Term and Termination
18.1 Term. This Agreement begins when you first accept it or use the Services and continues until all subscriptions have expired or been terminated.
18.2 Termination for Convenience. Either party may terminate a subscription as specified in the applicable Order or, if none, on 30 days' written notice effective at the end of the then-current term. Fees already incurred remain payable, and prepaid fees are non-refundable except as expressly stated.
18.3 Termination for Cause. Either party may terminate for the other's material breach not cured within 30 days after written notice (or immediately for breaches incapable of cure, including violations of Sections 9, 10, 11, or 15).
18.4 Effect of Termination. Upon termination, your right to access the Services ends. You should export Customer Data before termination; after a reasonable wind-down period (or as required by the DPA), we may delete Customer Data subject to Section 7.6. Sections that by their nature should survive (including Sections 2, 6 (accrued fees), 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 19, 20, 21, 22, 24, and 25) survive termination. The defense, indemnification, and hold-harmless obligations in Sections 10.6, 11.6, and 19 survive termination and continue to apply to acts, omissions, and data use occurring during the term, regardless of when a claim is asserted.
19Indemnification and Hold Harmless
19.1 Defined Parties. "OneRoof Parties" means OneRoof and its affiliates and their respective officers, directors, members, managers, employees, agents, contractors, licensors, suppliers, and Sub-Processors.
19.2 Your Indemnification and Hold-Harmless Obligation. You agree to defend, indemnify, and hold harmless the OneRoof Parties from and against any and all third-party claims, demands, suits, actions, investigations, proceedings, and all related losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees and the costs of enforcing this provision) (collectively, "Losses") arising out of or relating to:
- (a) Customer Data, including any claim that Customer Data or your use of it infringes, misappropriates, or violates the rights of any third party or any law;
- (b) your or your Authorized Users' use of the Services, including any breach of this Agreement, the Acceptable Use Policy, or your representations and warranties;
- (c) your calls, recordings, voicemails, and messages, and any alleged violation of the TCPA, DNC rules, call-recording/wiretap laws, CAN-SPAM, or A2P/SMS rules (see Section 10);
- (d) your access to or use of prospecting, skip-traced, screening, income, employment, or other Consumer data, including any alleged violation of the FCRA or state privacy/consumer-protection laws, and any third-party data-provider terms (see Section 11);
- (e) your collection, use, disclosure, recording, or other processing of Personal Information or Sensitive Data, and any failure to provide notices or obtain consents;
- (f) any document, proposal, contract, warranty, disclosure, estimate, measurement, or electronic signature you create, collect, or rely upon through the Services, and any dispute between you and a Consumer;
- (g) your reliance on AI output, measurement outputs, pricing tools, or financing references;
- (h) your products, services, business operations, and your relationship with Consumers, employees, contractors, and Authorized Users;
- (i) any taxes, surcharges, or regulatory fees you are obligated to pay; and
- (j) any claim brought by a Consumer, Authorized User, employee, contractor, or other third party arising out of or relating to your business or your use of the Services.
19.2.1 Scope of Indemnity; Indemnitee Negligence.
19.3 Procedure. We will (a) promptly notify you of the claim (provided that failure to do so will not relieve you of obligations except to the extent prejudiced); (b) give you sole control of the defense and settlement, except that you may not settle any claim in a manner that imposes any obligation or admission on, or that does not fully release, the OneRoof Parties without their prior written consent; and (c) provide reasonable cooperation at your expense. The OneRoof Parties may participate with their own counsel at their own expense.
19.4 Our Limited Indemnity. Subject to Section 21, we will defend you against third-party claims alleging that the Services, as provided by us and used in accordance with this Agreement, directly infringe a U.S. patent, copyright, or trademark, and will pay finally awarded damages or an approved settlement, provided you promptly notify us, give us sole control of the defense, and cooperate. This indemnity does not apply to claims arising from Customer Data, Third-Party Services, your configurations, combinations with non-OneRoof products, modifications not made by us, use in violation of this Agreement, or beta/free features. If the Services become, or we believe may become, subject to an infringement claim, we may at our option procure the right to continue use, modify or replace the affected portion, or terminate the affected Services and refund prepaid, unused fees. This Section states our entire liability and your exclusive remedy for any claim of intellectual-property infringement by the Services.
20Disclaimer of Warranties
21Limitation of Liability
21.1 Exclusion of Indirect Damages.
21.2 Liability Cap.
21.3 Third-Party Services and Data.
21.4 Basis of the Bargain. The limitations and exclusions in this Section and in Section 20 are a fundamental basis of the bargain between the parties, allocate risk in light of the fees charged, and apply notwithstanding anything to the contrary. Some jurisdictions do not allow certain limitations; in those jurisdictions, liability is limited to the maximum extent permitted by law.
21.5 Exceptions to Limitations. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for a party's gross negligence, willful misconduct, or fraud, for death or personal injury caused by a party's negligence, or for your payment and indemnification/hold-harmless obligations under Sections 6 and 19. The liability cap in Section 21.2 does not limit amounts owed by you under Section 6 (Fees) or Section 19 (Indemnification and Hold Harmless).
21.6 Time Bar. Except for payment obligations and for any claim that applicable law prohibits from being contractually shortened, any claim arising out of or relating to this Agreement or the Services must be brought within one (1) year (or the shortest period permitted by applicable law, if longer) after the claim accrues, or it is permanently barred, to the extent permitted by law.
22Insurance
You agree to maintain, at your expense, commercially reasonable insurance appropriate to your business and your use of the Services, which may include general liability, professional liability/errors-and-omissions, and cyber/privacy liability coverage adequate to support your indemnification and hold-harmless obligations under Section 19. Upon request, you will provide evidence of such coverage.
23Modifications to These Terms
We may modify these Terms from time to time. If we make material changes, we will provide notice by reasonable means (such as posting the updated Terms with a new "Last Updated" date and/or notifying you in-product or by email). Changes are effective upon posting unless stated otherwise. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to the changes, you must stop using the Services and may terminate as provided herein.
24Dispute Resolution; Binding Arbitration; Class-Action and Jury-Trial Waiver
24.1 Informal Resolution. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute through written notice to the other party (to OneRoof at compliance@onerooflabs.com) and at least 30 days of negotiation.
24.2 Binding Arbitration. Except as set forth in Section 24.5, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services that is not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its then-current commercial arbitration rules. The arbitration will be conducted in El Paso County, Colorado, or, by agreement, by videoconference. The arbitrator's award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.
24.3 Class-Action Waiver.
24.4 Jury-Trial Waiver.
24.5 Exceptions. Either party may (a) bring an individual claim in small-claims court, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, Confidential Information, or security, without first proceeding through arbitration.
24.6 Governing Law. This Agreement and any dispute are governed by the laws of the State of Colorado, without regard to conflict-of-laws principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods. Subject to Sections 24.2–24.5, the state and federal courts located in El Paso County, Colorado have exclusive jurisdiction and venue, and the parties consent to personal jurisdiction there.
24.7 Opt-Out. You may opt out of the arbitration and class-waiver provisions of this Section by sending written notice to compliance@onerooflabs.com within 30 days of first accepting these Terms, stating your name, account, and intent to opt out. Opting out does not affect any other provision.
25General
25.1 Entire Agreement. This Agreement, together with any Orders, the Privacy Policy, the DPA (if any), and policies incorporated by reference, is the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements and understandings. In the event of conflict, the order of precedence is: a signed Order, then the DPA (for processing matters), then these Terms, then other referenced policies.
25.2 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or carrier failures, third-party-provider failures, cyberattacks, governmental action, or pandemics.
25.3 Assignment. You may not assign or transfer this Agreement without our prior written consent, except to a successor in connection with a merger or sale of substantially all assets not involving a competitor of OneRoof, with notice. We may assign this Agreement freely. Any prohibited assignment is void. This Agreement binds and benefits permitted successors and assigns.
25.4 Subcontractors. We may use affiliates, Sub-Processors, and subcontractors to provide the Services, and remain responsible for their performance of our obligations as provided herein.
25.5 Notices. Legal notices to OneRoof must be sent to compliance@onerooflabs.com and/or OneRoof Labs LLC, Attn: Legal, 655 S Sierra Madre Street, Colorado Springs, Colorado 80903. We may provide notices to you via the email associated with your account or in-product. Notices are deemed given upon receipt (or, for email, upon transmission absent bounce-back).
25.6 No Waiver. No failure or delay in exercising any right is a waiver, and no waiver is effective unless in writing.
25.7 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions remain in effect. If the class-action waiver in Section 24.3 is held unenforceable as to any claim, that claim will proceed in court (and not arbitration), but the remainder of Section 24 survives.
25.8 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary, or employment relationship.
25.9 No Third-Party Beneficiaries. Except for the OneRoof Parties (as beneficiaries of Sections 19, 20, and 21), there are no third-party beneficiaries to this Agreement.
25.10 Export and Sanctions. You will comply with all applicable export-control and sanctions laws and represent that you are not located in, or a resident of, any embargoed jurisdiction, and are not a restricted party.
25.11 U.S. Government End Users. The Services are "commercial computer software" provided with restricted rights under applicable Federal Acquisition Regulation and agency supplements.
25.12 Headings; Interpretation. Headings are for convenience only. "Including" means "including without limitation." The English-language version controls.
25.13 Electronic Communications. You consent to receive communications from us electronically, and agree that electronic communications satisfy any legal requirement that communications be in writing.
26Contact
OneRoof Labs LLC
Attn: Legal
655 S Sierra Madre Street, Colorado Springs, Colorado 80903
Email (general / legal / security / privacy): compliance@onerooflabs.com
Privacy Policy: onerooflabs.com/privacy
By using the OneRoof CRM Services, you acknowledge that you have read and agree to these Terms of Service.