Emergency Response Services
Terms & Conditions

1. The Services

1.1 Arrangement of Services. Subject to this Agreement, Matador Fire will arrange for one or more Authorized Response Providers to perform emergency wildfire response services (the “Services” or, individually, an “Emergency Response”) at the property identified in the Order Form (the “Property”) upon the issuance of an Evacuation Trigger (as defined in Section 1.2). The Services consist of dispatching a response team and taking commercially reasonable measures, within the bounds of safety and site conditions, to help prepare and defend the Property, which will include deployment and operation of the onsite Matador Fire Wildfire Defense System, including application of long-term fire retardant to landscaping and structures; and, depending upon the nature and condition of the Property, may include: (a) removal or relocation of limited combustible materials in areas immediately adjacent to structures, including outdoor furniture, small propane cylinders, and similar movable items; (b) clearing accessible roof, gutter, deck, or other surface debris where reasonably safe to do so; (c) taping or covering vents and other openings to reduce ember intrusion; (d) extinguishment of spot fires, ember-caused ignitions, or other small fire activity when reasonably safe and lawful to do so. Each Authorized Response Provider is an independent contractor that performs the on-site Services; Matador Fire's role is limited to coordinating, authorizing, and supporting the Services. Matador Fire does not itself perform the on-site Services and is not responsible or liable for the acts or omissions of any Authorized Response Provider in performing them, except to the extent of Matador Fire's own gross negligence or willful misconduct.

1.2 Evacuation Warning or Order; Automatic Deployment. An “Evacuation Trigger” means an Evacuation Warning or an Evacuation Order issued by any governmental authority with jurisdiction (including any law-enforcement agency, fire agency, or emergency management office, for example acting under Cal. Gov. Code § 8634 or Cal. Pen. Code § 409.5) covering the evacuation zone or area that includes the Property, whichever is issued first, as published through an official channel (such as Genasys Protect, Alert LA County, NotifyLA, VC Alert, Wireless Emergency Alerts, or the issuing agency's official website or social media accounts). An “Evacuation Warning” means an official designation advising residents to prepare to leave or to leave early. An “Evacuation Order” means an evacuation order (sometimes called a mandatory evacuation order). More than one authority may have jurisdiction over the Property at the same time; an Evacuation Trigger issued by any one of them is sufficient, even if other authorities with jurisdiction have not issued one. Upon the issuance of an Evacuation Trigger, Matador Fire will automatically arrange for an Authorized Response Provider to perform an Emergency Response at the Property, without any request from you. You are not required to, and may not, request an Emergency Response; any Emergency Response in circumstances other than an Evacuation Trigger is at Matador Fire's sole discretion. There is no limit on the number of Evacuation Triggers during the Term for which Matador Fire will arrange an Emergency Response. If an Evacuation Warning is later upgraded to an Evacuation Order for the same event while the Matador Fire Wildfire Defense System remains deployed at the Property, no second Emergency Response is required. Matador Fire will arrange for an Authorized Response Provider to be available to respond twenty-four (24) hours a day while an Evacuation Trigger covering the Property is in effect. Matador Fire will use reasonable efforts to notify you, using the contact information in the Order Form, when an Emergency Response is initiated, but any failure or delay in providing notice will not affect either party's rights or obligations under this Agreement.

1.3 Commercially Reasonable Efforts. The Authorized Response Provider will use commercially reasonable efforts to respond promptly after an Evacuation Trigger covering the Property is issued, but performance is subject to safety, access, evacuation orders, road closures, fire-authority direction, weather, fire behavior, and other conditions beyond the Authorized Response Provider's reasonable control. The Authorized Response Provider may decline, suspend, or withdraw from an Emergency Response where it reasonably determines that conditions are unsafe or contrary to the direction of fire or emergency authorities.

2. Voluntary Service; No Guarantee; Assumption of Risk

2.1 Voluntary, Supplemental Service. You acknowledge and agree that the Services are an optional, supplemental, private property-protection service that you have voluntarily elected to purchase; that the Services are not a public service, an essential service, or a substitute for public fire protection, emergency response, evacuation, or insurance; that public fire and emergency-response agencies remain responsible for fire suppression and life safety; and that you remain free to decline the Services and to protect the Property by other means, including public emergency services and property insurance. You enter into this Agreement voluntarily, after an opportunity to review it and to consult your own advisors, and not under any compulsion or practical necessity.

2.2 No Guarantee.

2.3 Assumption of Risk. Wildfire is inherently dangerous and unpredictable. You knowingly and voluntarily assume all risks associated with wildfire and with the Services, including the risk that the Services may be unsuccessful, delayed, incomplete, or unavailable and that the Property and its contents may be damaged or destroyed. You will not remain on, or return to, the Property in reliance on the Services.

3. Fees

3.1 Fees. You will pay the Provider the fees set forth in the Order Form, consisting of (a) an annual retainer fee for each Contract Year (the “Retainer Fee”) and (b) a per-response fee for each Emergency Response (the “Response Fee”; together with the Retainer Fee, the “Fees”). A “Contract Year” is each successive twelve (12) month period beginning on the Effective Date. The Retainer Fee for the first Contract Year is due upon execution of the Order Form, and the Retainer Fee for each later Contract Year (including any Renewal Term) is due on the first day of that Contract Year. Each Response Fee is due as set forth in the Order Form. The Retainer Fee is a retainer for the Provider's availability and readiness to perform Emergency Responses and is payable whether or not any Emergency Response occurs.

3.2 Taxes; No Refund for Outcome. The Fees are exclusive of applicable taxes, which you are responsible for paying. Because the Fees are paid for the Provider's availability and response effort and not for any particular result, the Fees are non-refundable based on the outcome of any Evacuation Trigger or wildfire, subject to Section 4.3 and applicable law.

4. Term; Expiration; Termination

4.1 Term; Automatic Renewal. This Agreement begins on the Effective Date and continues for an initial term of three (3) years (the “Initial Term”). This Agreement will then automatically renew for successive one (1) year terms (each, a “Renewal Term” and, together with the Initial Term, the “Term”) unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. You will be sent a renewal reminder notice between fifteen (15) and forty-five (45) days before each renewal date, as required by California law.

4.2 Termination. You may terminate this Agreement effective only at the end of a Semi-Annual Period in which you give written notice. A “Semi-Annual Period” is each successive six (6) month period of a Contract Year, beginning on the first day of that Contract Year (so that Client termination may take effect only at the six-month mark or at the end of the Contract Year). The Provider may terminate this Agreement without cause upon thirty (30) days' prior written notice. The Provider may suspend or terminate the Services immediately if you fail to pay a Fee when due or materially breach this Agreement. Any Fee that became due before termination or expiration remains due, subject to Section 4.3.

4.3 Refunds on Early Termination. (a) If any Emergency Response was initiated at the Property at any time during the Contract Year in which termination takes effect, no portion of that Contract Year's Retainer Fee is refundable. (b) If no Emergency Response was initiated during that Contract Year and you terminate under Section 4.2, the Provider will refund fifty percent (50%) of the Retainer Fee for that Contract Year for the unused Semi-Annual Period remaining after the effective date of termination (for example, a fifty percent (50%) refund of the Retainer Fee if your termination takes effect at the six-month mark). You will in all cases pay for at least one full Semi-Annual Period. (c) If the Provider terminates this Agreement without cause, the Provider will refund the Retainer Fee pro rata for the unused portion of the then-current Contract Year, whether or not an Emergency Response has occurred. (d) No refund is due if the Provider terminates for your non-payment or material breach. (e) Any refund will be paid within thirty (30) days after the effective date of termination.

5. Limitation of Liability and Release

6. Waiver of California Civil Code § 1542

The release in Section 5 is intended to extend to all claims relating to the Services, whether known or unknown. You expressly waive the protections of California Civil Code § 1542, which reads:

Having been advised of the protections of § 1542, you knowingly and voluntarily waive them with respect to the matters released in this Agreement.

7. Your Indemnification

You will indemnify, defend, and hold harmless the Provider Parties from and against any third-party claims, and related losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees), to the extent arising out of or relating to: (a) your breach of this Agreement; (b) any inaccurate or incomplete information you provide; (c) the condition, ownership, or use of the Property; or (d) your negligent or wrongful acts or omissions. This Section does not require you to indemnify a Provider Party for that Provider Party's own gross negligence or willful misconduct.

8. Your Responsibilities

You will: (a) provide accurate Property information, access instructions, and gate codes as requested by Matador Fire in or with the Order Form; (b) provide safe and lawful access to the Property as needed for the Services; (c) comply with all evacuation orders and the direction of fire and emergency authorities; and (d) keep your contact information in the Order Form current so that Matador Fire can notify you of an Emergency Response. Nothing in this Agreement is a substitute for evacuating or following official emergency instructions, and you should never remain in or return to the Property in reliance on the Services.

9. Not Insurance; Service Only

This Agreement is a contract for emergency response services only. It is not insurance, a home protection contract, a warranty, or a guaranty, and it does not insure, indemnify, or reimburse you for, or assume the risk of, any loss to the Property or its contents. Matador Fire's sole obligation is to use commercially reasonable efforts to arrange for an Authorized Response Provider to perform the Services, and neither Matador Fire nor any Authorized Response Provider promises or guarantees any result. You are responsible for maintaining your own property, homeowner's, fire, and other insurance, and the Provider strongly recommends that you do so.

10. Performance Through Authorized Response Providers

You acknowledge and agree that the Services may be performed by an Authorized Response Provider on Matador Fire's behalf, and that each Authorized Response Provider is a Provider Party entitled to the benefit of the no-guarantee, release, limitation-of-liability, Section 1542 waiver, and indemnification provisions of this Agreement as an intended third-party beneficiary.

11. Dispute Resolution; Binding Arbitration; Class Action Waiver

11.1 Informal Resolution First. Before initiating arbitration, the parties will try in good faith to resolve any dispute informally for thirty (30) days after written notice of the dispute.

11.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services that is not resolved informally will be resolved by final and binding arbitration before a single arbitrator administered by JAMS under its applicable arbitration rules and its Consumer Arbitration Minimum Standards then in effect. The Federal Arbitration Act governs the interpretation and enforcement of this Section. Judgment on the award may be entered in any court of competent jurisdiction.

11.3 Location; Fees. Any in-person hearing will take place in the county of your residence or another location reasonably convenient to you, and you may elect to participate by telephone or videoconference. The Provider will pay the arbitration administrative and arbitrator fees to the extent required by the administrator's consumer arbitration rules and minimum standards.

11.4 Class Action Waiver.

11.5 Exceptions. Either party may bring an individual claim in small claims court, and either party may seek provisional or injunctive relief from a court in aid of arbitration. Nothing in this Section prevents you from filing a complaint with any government agency.

11.6 Right to Opt Out. You may opt out of this arbitration agreement (Sections 11.2 through 11.4) by sending written notice stating your name and your intent to opt out to info@matadorfire.com within thirty (30) days after you first accept these Terms. If you opt out, disputes will be resolved in the courts identified in Section 12.1. Opting out will not affect any other part of this Agreement.

12. General

12.1 Governing Law; Venue. This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles, except that the Federal Arbitration Act governs Section 11. For any matter not subject to arbitration (including enforcement of an arbitration award, a small-claims action, or a dispute involving a Client who has opted out), jurisdiction and venue lie in the state and federal courts located in Los Angeles County, California, or, where required by law for a consumer, in the county of the Client's residence.

12.2 Non-Waiver of Statutory Rights. Nothing in this Agreement waives, limits, or releases any right or remedy that may not be waived, limited, or released under applicable law, including any non-waivable rights under the California Consumer Legal Remedies Act (Cal. Civ. Code § 1750 et seq.) or other consumer-protection statutes. Each release, waiver, and limitation in this Agreement applies only to the fullest extent permitted by law, and if any is held unenforceable as applied to a particular claim, it will be enforced to the maximum extent permitted as to all other claims.

12.3 Attorneys' Fees. In any arbitration or action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs to the extent permitted by law.

12.4 Amendments; Assignment. This Agreement may be amended only by a writing signed by both parties. Matador Fire may assign this Agreement to an affiliate or successor; you may not assign this Agreement without Matador Fire's prior written consent.

12.5 Severability; Entire Agreement. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will remain in effect (subject to Section 11.4). This Agreement is the entire agreement between you and the Provider regarding the Services and supersedes all prior discussions and agreements regarding its subject matter.

12.6 Electronic Signatures; Counterparts. This Agreement may be signed electronically and in counterparts, each of which is an original and all of which together form one agreement.