Terms of Service

1. The agreement

These Terms of Service (the “Terms”) are a binding agreement between Castline Dev (“Castline,” “we,” or “us”) and the organization or individual using Roost (“you”). They govern your access to and use of the Roost web application at https://roostboard.com, its Board, Flow, Incidents, and Analytics modules, and any related documentation, emails, and services (together, the “Service”).

You accept these Terms by clicking I agree when prompted in the Service, by signing in, or by otherwise using the Service. If you do not agree, do not use the Service.

If you are accepting on behalf of a company or other organization (your “Organization”), you represent that you have authority to bind it, and “you” means that Organization. Each person who signs in under an Organization is a “User.” The Organization is responsible for its Users’ compliance with these Terms.

Please read section 14 (Dispute resolution) carefully. It requires individual binding arbitration for most disputes and waives jury trials and class actions, with an opt-out described there.

2. Beta status

Roost is currently offered as a beta: it is under active development, access is by invitation, and features, limits, and pricing may change. We may add, modify, suspend, or discontinue any part of the Service at any time. We will make reasonable efforts to give notice of material changes and, where practical, a way to export your data before a discontinuation.

Nothing in the beta implies a commitment to any uptime, support response, or future availability. Section 11 (Disclaimers) applies in full.

3. Accounts and access

Access is invite-only. An Organization’s administrators invite Users, choose which modules each User can reach, and can deactivate or delete Users. You must provide accurate information when requesting access or being invited.

Sign-in uses a one-time code sent to your email address. Because your mailbox is your credential, you are responsible for keeping that mailbox secure, for every action taken through your account, and for telling us promptly at [email protected] if you believe your account has been compromised.

You must be at least 18 years old, or the age of majority where you live, to use the Service. The Service is designed for businesses and teams, not for personal or household use.

4. Your data and content

You own your data. Everything you and your Users put into the Service — boards, cards, checklists, attachments, change requests, approvals, workflows, incidents, comments, and the files and text they contain (“Customer Data”) — belongs to you or your licensors. We claim no ownership of Customer Data.

License to us. So that we can run the Service, you grant Castline a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, index, back up, and otherwise process Customer Data, solely (a) to provide, maintain, secure, and improve the Service for you, (b) to send the emails and notifications the Service generates, and (c) as required by law. This license ends when the Customer Data is deleted from the Service, except for backups and the retained records described in section 9.

Your responsibilities. Customer Data is user-generated content. You are solely responsible for it and for having every right and permission needed to submit it, including consent from the people whose personal information it contains. We do not pre-screen Customer Data and have no obligation to monitor it, but we may remove or disable access to content that we reasonably believe violates these Terms or the law, and we may suspend accounts that repeatedly do so.

Sharing inside the Service. When a User shares a board, adds an approver, or links a card to a change request or incident, the people they choose can see the relevant Customer Data. Those sharing decisions are yours, not ours.

Aggregate and de-identified data. We may generate and use statistics about how the Service is used (for example, counts, timings, and performance metrics) provided they do not identify you, your Users, or your Customer Data.

Copyright complaints. If you believe content in the Service infringes your copyright, send a notice to [email protected] with the information required by 17 U.S.C. § 512(c)(3). We respond to valid notices and may terminate repeat infringers.

5. Acceptable use

You agree not to, and not to allow anyone else to:

• use the Service to store or transmit content that is unlawful, infringing, defamatory, harassing, or that violates anyone’s privacy or intellectual-property rights;
• upload malware, or probe, scan, load-test, or attempt to breach the Service or its infrastructure without our written permission;
• access another Organization’s data, or attempt to bypass access controls, rate limits, or authentication;
• resell, sublicense, or provide the Service to third parties as a service bureau, or use it to build a competing product;
• reverse-engineer or copy the Service except where the law expressly allows;
• send spam or unsolicited messages through the Service, or use it in a way that imposes an unreasonable load on it; or
• use the Service in violation of export-control or sanctions laws, or where its use is prohibited.

6. Our intellectual property

The Service, including its software, design, documentation, workflows we ship as templates, and the Roost name and logo, is owned by Castline Dev and its licensors and is protected by copyright, trademark, and other laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for your internal business purposes. No other rights are granted.

Feedback. If you send us ideas, suggestions, or bug reports, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or attribution. We will never use your Customer Data as “feedback.”

7. Privacy and security

Our Privacy Policy explains what information we collect, how we use it, who hosts it, and your choices. It is part of these Terms. For Customer Data, you are the controller (or business) and Castline processes it on your behalf and on your instructions as given through the Service. A data processing addendum is available on request at [email protected].

We maintain reasonable administrative, technical, and physical safeguards for the Service, including encryption in transit, tenant isolation, private file storage with short-lived access links, and append-only audit records. No system is perfectly secure; you are responsible for the security of your Users’ devices and mailboxes and for the access decisions you make inside the Service.

8. Fees

The beta is currently provided at no charge. If we introduce paid plans, we will announce pricing at least 30 days before it takes effect and will not charge you without your express agreement. Any taxes are your responsibility.

9. Term, termination, and retained records

These Terms apply for as long as you use the Service. You may stop using the Service at any time and may ask us at [email protected] to delete your Organization. We may suspend or terminate access immediately if you materially breach these Terms, if required by law, or if continuing would create risk for the Service or other customers, and otherwise on 30 days’ notice.

Export. On request, before deletion, we will make your Customer Data available in a reasonable machine-readable form.

Audit records. Parts of the Service are designed as an append-only record: change-request audit trails and incident timelines cannot be edited or deleted through the Service. When a User is deleted, their personal information is scrubbed and the record is retained anonymously so the history of approvals and incidents stays intact. When an Organization is deleted, we delete its data except where retention is required by law or for backups, which expire on their normal schedule.

Sections 4 (license to retained records only), 6, 9, 11, 12, 13, 14, and 16 survive termination.

10. Third-party services

The Service runs on third-party infrastructure listed in the Privacy Policy (hosting, database, file storage, and email delivery) and may send email through your Organization’s own mail provider. Those providers’ terms govern their services. We are not responsible for third-party services we do not control.

11. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, CASTLINE DEV DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT DATA WILL NOT BE LOST. THE SERVICE IS A TOOL FOR ORGANIZING WORK AND CHANGE CONTROL; YOU REMAIN RESPONSIBLE FOR YOUR OWN OPERATIONAL, COMPLIANCE, AND BUSINESS DECISIONS.

Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.

12. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, CASTLINE DEV AND ITS OWNERS, EMPLOYEES, CONTRACTORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) US $100.

These limits do not apply to liability that cannot be limited by law, and they are an essential part of the bargain: the Service would not be offered without them.

13. Indemnification

You will defend, indemnify, and hold harmless Castline Dev and its owners, employees, and contractors from any third-party claim, demand, loss, or expense (including reasonable attorneys’ fees) arising out of or relating to (a) Customer Data, including any claim that it infringes or misappropriates a third party’s rights or violates the law, (b) your or your Users’ use of the Service in breach of these Terms, or (c) any dispute between you and your Users or between you and a third party. We will notify you promptly of any such claim and cooperate reasonably at your expense; you may not settle a claim in a way that admits fault on our behalf without our written consent.

14. Dispute resolution: binding arbitration and class waiver

Informal resolution first. Before starting arbitration or a lawsuit, the party with a dispute must send the other a written notice describing it (to us at [email protected]; to you at the administrator email on file). The parties will try in good faith to resolve the dispute for 30 days after the notice.

Agreement to arbitrate. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE THAT IS NOT RESOLVED INFORMALLY WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect, before a single arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this section. The arbitrator, not a court, decides all issues of arbitrability, except that a court decides the enforceability of the class-action waiver below. The seat of arbitration is Multnomah County, Oregon; hearings may be held by video conference, and either party may choose to have the dispute decided on written submissions for claims under US $25,000. The arbitrator may award the same individual relief a court could, and judgment on the award may be entered in any court with jurisdiction.

Exceptions. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or other equitable relief in court to protect intellectual property or confidential information, or to stop unauthorized access to the Service, without first arbitrating.

CLASS-ACTION AND JURY WAIVER. YOU AND CASTLINE DEV AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, 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. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, BOTH PARTIES WAIVE THE RIGHT TO A JURY TRIAL. If the class-action waiver is found unenforceable for a particular claim, then that claim (and only that claim) will proceed in court rather than arbitration.

Opt-out. You may opt out of this arbitration agreement by emailing [email protected] within 30 days of first accepting these Terms, stating your Organization name, the administrator email, and that you decline arbitration. Opting out does not affect any other part of these Terms.

Governing law and venue. These Terms are governed by the laws of the State of Oregon and applicable United States federal law, without regard to conflict-of-laws rules. For any matter not subject to arbitration, the state and federal courts located in Multnomah County, Oregon have exclusive jurisdiction, and both parties consent to personal jurisdiction there.

Time limit. Any claim must be filed within one year after it arises, or it is permanently barred, to the extent the law allows.

15. Changes to these Terms

We may update these Terms as the Service evolves. For material changes we will give at least 14 days’ notice by email to your Organization’s administrators, by a notice in the Service, or both, and the Service will ask each User to accept the updated Terms before continuing. The version number and effective date at the top of this page identify the current text. Changes will not apply retroactively to a dispute that arose before they took effect.

16. General

• Entire agreement. These Terms, the Privacy Policy, and any addendum we sign with you are the whole agreement about the Service and replace prior discussions.
• Severability. If a provision is unenforceable, it will be enforced to the maximum extent possible and the rest stays in effect.
• Waiver. A failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets, with notice to you.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including outages of the third-party infrastructure the Service depends on.
• No third-party beneficiaries. These Terms create no rights for anyone other than the parties.
• Notices. We may notify you by email to your administrators or by a notice in the Service. Notices to us go to [email protected].
• Export and government use. The Service is subject to US export laws. It is commercial computer software; government users receive only the rights granted to all customers here.

17. Contact

Questions about these Terms: [email protected]. Account and access questions: [email protected].