RocketKOR Services Agreement

Thank you for using our products and services. Please carefully review the following terms and conditions that govern your use of the RocketKOR platform.

This Services Agreement (“Agreement”) is a legal agreement between Rocket Financial Inc. (“RocketFNCL”, or “us”, or “we”) and the entity or person (“you” or “your”) who registered with RocketFNCL to receive business services that may be offered by RocketFNCL and its affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services. Services consist of the RocketKOR application program interfaces (APIs), the RocketKOR Developer Center, RocketKOR Knowledge Center, RocketKOR Portal, and Rocket Financial websites (the “Sites”), other RocketKOR developer services and tools, and all RocketKOR documentation. You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

By developing one or more applications (each, an “Application”) on the RocketKOR platform, you are agreeing to enter into a legally binding contract with RocketFNCL. If you are developing an Application on the RocketKOR platform on behalf of a company or other entity, you represent and warrant that you have full legal authority to bind the Application to this Agreement. If you are not authorized, you may not accept the terms of this Agreement or register an Application for someone else.

License

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, sub-licensable, non-transferable, non-assignable license under RocketFNCL’s intellectual property rights to (a) use the APIs to develop, test, operate and support your Application; (b) distribute or allow access to your integration of the APIs within your Application to end-users of your Application; and (c) display the Content accessed through the APIs within your Application. “Content” refers to any data or content accessed via the APIs.

You have no right to distribute or allow access to the stand-alone APIs.

Use of the Sites

You may not use the Sites in any way that (a) is unlawful or harms RocketFNCL, its customers, suppliers or other parties, as determined in RocketFNCL’s sole discretion; (b) breaches any code of conduct, policy or other notice applicable to the Sites; or (c) could damage, disable, overburden, or impair the Sites, or any network(s) connected to the Sites, or interfere with any other party’s use of the Sites.

RocketFNCL exclusively owns and reserves all right, title, and interest (including all intellectual property rights) in and to the Sites, including all programs, features, functions and any other related information or materials (as well as the combination and “look and feel” of any of the foregoing), and subsequent updates or upgrades of any of the foregoing made generally available by RocketFNCL. All rights not expressly granted to you in this Agreement are retained by RocketFNCL.

RocketFNCL and RocketKOR trademarks and graphics used in connection with the Sites are the property of RocketFNCL. All other trademarks and graphics used are the property of their respective owners.

Access Credentials

Once you have successfully registered a profile, requested access to a testing environment and met any other access requirements, you will be given Access Credentials for your Application. “Access Credentials” means the necessary security keys, secrets, tokens, and other credentials to access the applicable APIs.

All activities that occur using your Access Credentials are your responsibility. Keep your Access Credentials secret. You must not sell, share, transfer, or sublicense them to any other party other than your employees or independent contractors, provided (1) such employees or independent contractors enter into an agreement with you at least as protective of RocketFNCL’s rights as this Agreement, and (2) you hereby agree to be responsible for, and liable to RocketFNCL for, any breaches of such agreements by such employees or independent contractors.

You must not try to circumvent your Access Credentials or require your customers to obtain their own Access Credentials to use your Application (for example, in an attempt to circumvent system or transactional limits).

Use of APIs

Your use of any of our APIs and display of Content in your Application must comply with the RocketKOR documentation, usage guidelines, call volume limits, and other documentation maintained at the Sites or otherwise made available to you. In the event of any conflict between the Sites and this Agreement, the terms of this Agreement shall control.

You must not disclose or provide the APIs to any person or entity other than to your employees or independent contractors, provided (1) such employees or independent contractors enter into an agreement with you at least as protective of RocketFNCL’s rights as this Agreement, and (2) you hereby agree to be responsible for, and liable to RocketFNCL for, any breaches of such agreements by such employees or independent contractors.

You must not use the APIs or Content for any illegal purposes, or in any manner which would violate this agreement, or breach any laws or regulations regarding privacy or data protection, or violate the rights of third parties or expose RocketFNCL or its users to legal liability.

You must not remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials you receive or access pursuant to this Agreement, including, but not limited to, the APIs, the Content, and the RocketKOR documentation.

You must not use any Content in any advertisements or for purposes of targeting advertisements specifically to any individual user (whether such advertisements appear in the Application or elsewhere), or to generate mass messages, promotions, or offers.

You must not make any statements or use any API or Content in a manner that expresses or implies that you, your Application or your use of the Content is sponsored or endorsed by RocketFNCL (e.g., you must not state or in any way imply that RocketFNCL has “verified” or “confirmed” the veracity of your Application).

You must not use any API in any manner that, as determined by RocketFNCL in its reasonable discretion, constitutes abusive usage.

You must not interfere with or disrupt the Services (or servers or networks connected to the Services), or disobey any requirements, procedures, policies or regulations of networks connected to the Services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of any API.

You must not copy, adapt, reformat, reverse-engineer, disassemble, decompile, decipher, translate or otherwise modify any API, Access Credential, Content, Services, or other information or service from RocketFNCL, through automated or other means.

You must not attempt to re-identify any de-identified or anonymized data.

Privacy Policy

Your Application must include your own end-user agreement and privacy policy. Your end-user agreement and privacy policy must be prominently identified or located where customers download or access your Application. Your privacy practices must meet applicable legal standards and accurately disclose the collection, use, storage and sharing of data.

If your Application is an enterprise application, you must enter into customer agreements with your enterprise customers that describe how you will be accessing RocketFNCL accounts and Content on the customer’s behalf.

You must promptly notify us of any breaches of your end-user agreement or privacy policy that impact or may impact RocketFNCL or your end-users. Your privacy policy must be at least as stringent and user-friendly as RocketFNCL’s.

Applicable Laws

You represent and warrant to RocketFNCL that: (a) you have the right to use, reproduce, transmit, publicly display, publicly perform, and distribute your Application (excluding RocketFNCL materials); (b) use of your Application in accordance with the Application’s terms of use will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which your Application is made available and any applicable export laws; and (c) you will comply with all applicable local, state, federal, and foreign laws, including, without limitation, any laws or regulations relating to privacy and data protection in connection with its performance under this Agreement. You agree that the relationship between you and RocketFNCL shall be governed exclusively by the laws of the State of Florida without regard to its conflicts of law provisions. You agree to the personal jurisdiction by and venue in the state and federal courts located in Miami-Dade County, Florida and agree and consent that such courts are the exclusive forum for litigation of any claim or cause of action arising out of or relating to this Agreement, your use of the Services or your relationship with RocketFNCL. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or relating to this Agreement, your use of the Services or your relationship with RocketFNCL must be filed within one year after such claim or cause of action arose or be forever barred.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL ROCKTFNCL OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OR RELATED TO THE SERVICES, EVEN IF ROCKTFNCL OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL ROCKTFNCL’S OR ITS AFFILIATES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITES, THE APP OR THE SERVICES (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITES, THE APP OR THE SERVICES DURING THE THREE (3) CALENDAR MONTHS PRECEDING YOUR CLAIM.

Indemnification

Unless prohibited by applicable law, if you are a business, you will defend and indemnify RocketFNCL, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:

Your misuse or your end-user’s misuse of the APIs.
Your violation or your end-user’s violation of this Agreement.
Any Content or data routed into or used with the APIs by you, those acting on your behalf, or your end-users.

Termination

You may stop using our APIs at any time with or without notice. If you want to terminate this Agreement, you must provide RocketFNCL with prior written notice and, upon termination, cease your use of the applicable APIs.

RocketFNCL reserves the right to terminate this Agreement with you and to discontinue the availability of some or all of the APIs or any Content at any time for any reason. We may also impose limits on certain features and services or restrict your access to some or all of the APIs, Content or our Services. Although we will endeavor to provide prior notice of our exercise of our rights pursuant to this Section, it may not be practical or commercially reasonable in all circumstances. Accordingly, all of our rights in this Agreement may be exercised without prior notice or liability to you.

Upon any termination of this Agreement or discontinuation of your access to an API, you will immediately stop using the API and delete any cached or stored content. RocketFNCL may independently communicate with any account owner whose account(s) are associated with your API Client and Access Credentials to provide notice of the termination of your right to use an API.

Disclaimers

ROCKTFNCL DOES NOT WARRANT THAT ANY CONTENT ON THE SITES OR THE APP OR THE SERVICES, OR ANY DOCUMENT OR FEATURE OF THE SITES OR THE APP OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED OR THAT YOUR USE OF THE SITES OR THE APP OR THE SERVICES WILL PROVIDE SPECIFIC RESULTS. THE CONTENT IN THE SITES OR THE APP OR THE SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THE SITES AND ITS CONTENT OR THE APP AND ITS CONTENT OR THE SERVICES AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON OR THROUGH THE SITEs OR THE APP OR THE SERVICES IS SUBJECT TO CHANGE WITHOUT NOTICE. ROCKTFNCL CANNOT ENSURE THAT ANY FILES, DOCUMENTS OR OTHER DATA YOU DOWNLOAD FROM THE SITES OR THE APP WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. ROCKTFNCL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

ROCKTFNCL DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITES OR THE APP OR THE SERVICES. ROCKTFNCL DOES NOT VERIFY FOR ACCURACY ANY FINANCIAL INFORMATION PROVIDED TO US FROM THIRD-PARTIES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITES OR THE APP OR THE SERVICES AND ANY LINKED SITES. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR DEVICES USED IN CONNECTION WITH THE SITES, THE APP OR THE SERVICES) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SITES, THE APP OR THE SERVICES OR THE DOWNLOAD OR USE OF SUCH MATERIALS OR CONTENT. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND THEREFORE THIS DISCLAIMER WOULD NOT BE APPLICABLE IN THOSE JURISDICTIONS. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. YOUR SOLE REMEDY AGAINST ROCKTFNCL FOR DISSATISFACTION IS TO STOP USING THE SITES, THE APP, THE SERVICES OR ANY SUCH CONTENT.