Terms of Service
These Terms of Service ("Terms") is a binding agreement between Rocket Inventory LLC ("Company") and the entity placing an order for or accessing the Services ("Customer" or "you"). These Terms govern Customer's and its Authorized Users' access to and use of Rocket Inventory software and related services, including stand-alone features like Visual Audit and any professional services (collectively, the "Services").
Company may, in its sole discretion, modify or update these Terms from time to time. Updates will be reflected by the 'last revised' date at the top of this document. Your continued use of the Services after any such change constitutes your acceptance of the new Terms of Service.
Definitions
- 01.1Authorized Users — Customer's employees and contractors or other representatives or agents authorized by Customer to use the Services for Customer's internal business operations.
- 01.2Customer Data — Data and content submitted to, processed by, or stored within the Services by or on behalf of Customer.
- 01.3Documentation — Company's then-current user guides and technical documentation for the Services.
- 01.4Order Form — An ordering document or online checkout specifying the Services, the Subscription Term, fees, and any applicable usage limits.
Scope of Services
2.1 Software Tools; No Operational Guarantee
The Services provide software tools intended to support warehouse and inventory operations, including inventory tracking, receiving, putaway, picking, packing, shipping, reporting, and audit workflows. Customer remains solely responsible for its warehouse operations, personnel, processes, and decisions. Company does not guarantee operational outcomes that depend on Customer's data, configuration, devices, third-party systems, or operational practices.
2.2 Documentation
Customer will use the Services in accordance with the Documentation and these Terms.
2.3 Results May Vary
Any performance metrics, case studies, or results referenced in Company's marketing materials, demonstrations, or sales presentations represent past performance of specific customers under specific circumstances and do not constitute a guarantee of results Customer will achieve. Actual results depend on Customer's implementation, configuration, operational practices, data quality, personnel training, and other factors outside Company's control.
2.4 Beta and Experimental Features
From time to time, Company may make available features designated as "beta," "preview," "experimental," or similar. Beta Features:
- (a)Are provided "AS IS" without warranty of any kind
- (b)May contain bugs, errors, or defects
- (c)May be changed, suspended, or discontinued at any time
- (d)Are not subject to the service commitment in Section 8.1
- (e)Should not be used for production or mission-critical operations
- (f)May be subject to additional terms, which Customer must accept before using
Company will not be liable for any damages arising from Customer's use of Beta Features. Customer may opt out of Beta Features at any time through the Services.
License Grant and Restrictions
3.1 License
Subject to these Terms and payment of applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Services solely for Customer's internal business operations, and only by Authorized Users.
3.2 Restrictions
Customer will not, and will not permit any third party to:
- (a)Copy, modify, or create derivative works of the Services (except configurations available through the Services)
- (b)Reverse engineer, decompile, or otherwise attempt to discover source code or underlying ideas of the Services
- (c)Access the Services to build a competitive product or service, or for benchmarking/load testing without Company's prior written consent
- (d)Circumvent or disable security features or usage limits
- (e)Sell, resell, rent, lease, sublicense, distribute, publish, transfer, or otherwise make the Services available to any third party (except Authorized Users)
- (f)Upload or transmit malicious code or use the Services in a manner that interferes with or disrupts the integrity or performance of the Services
- (g)Access or use the Services or Documentation in any manner that infringes, misappropriates, or otherwise violates any intellectual property right or other right of Company or any third party
3.3 Usage Limits
Customer will comply with any user, transaction, storage, or other usage limits specified in the applicable Order Form. Company may monitor usage to verify compliance.
3.4 Acceptable Use Policy
Customer will not use the Services:
- (a)To violate any applicable law, regulation, or third-party right
- (b)To manage, track, or process inventory of illegal goods, controlled substances without proper licenses, counterfeit goods, stolen property, or items subject to U.S. sanctions
- (c)To transmit viruses, malware, or other malicious code
- (d)To conduct security testing, penetration testing, or vulnerability scanning without Company's prior written consent
- (e)To interfere with or disrupt the integrity, performance, or availability of the Services
- (f)To access or attempt to access other customers' data or accounts
- (g)To send unsolicited bulk email, spam, or phishing attempts through the Services
- (h)To harass, threaten, defame, or impersonate others
- (i)To use automated means (bots, scrapers, robots) to access the Services except through documented APIs and within published rate limits
- (j)For purposes of competitive analysis, benchmarking, or to develop a competing product without Company's prior written consent
- (k)To exceed storage limits, user limits, or transaction limits specified in the Order Form by more than 20% without prior notice to Company
- (l)To share access credentials across multiple users, organizations, or facilities — each distinct legal entity and facility requires a separate subscription
Customer Responsibilities
4.1 Account Administration
Customer is responsible for (a) maintaining the confidentiality of credentials; (b) managing Authorized Users, roles, and permissions; and (c) all activities conducted through Customer's accounts. Customer will be responsible and liable for Authorized Users' compliance with these Terms.
4.2 Data Accuracy and Operations
Customer is solely responsible for the accuracy, quality, and legality of Customer Data and for ensuring Customer Data and configurations reflect Customer's operational requirements. Customer is responsible for operational decisions and actions taken based on outputs from the Services.
4.3 Devices and Network
Customer is responsible for obtaining and maintaining devices, scanners, printers, mobile devices, network connectivity, and other equipment and software required to access and properly operate the Services.
4.4 Customer Cooperation
Customer's timely provision of access, data, resources, and decision-making is essential to service delivery and support. Delays caused by Customer dependencies may affect service timelines.
4.5 Photo Documentation
- (a)Legal Compliance. Customer is solely responsible for ensuring its use of the Services complies with applicable laws, including biometric privacy, workplace privacy, employee notice/consent, and video/photo surveillance laws. The Services are NOT designed to collect, process, analyze, or derive biometric identifiers or biometric information from photos or images of individuals. The Services do not perform facial recognition, facial geometry analysis, or any biometric processing.
- (b)Consent and Notice. Where required by applicable law, Customer will obtain any required consents and provide any required notices before capturing photos or images of individuals.
- (c)Data Minimization. Customer shall use the Services to capture only the minimum information necessary for the intended business purpose and shall not capture close-up facial images.
- (d)Customer shall be solely and exclusively liable for any upload, collection, or processing of any photos or images of individuals through the Services, including any claims, losses, damages, fines, penalties, or liabilities arising from biometric privacy laws, workplace privacy laws, notice or consent requirements, or any other applicable data protection or privacy laws.
Customer Data & Privacy
5.1 Customer Data Ownership
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Company does not acquire ownership of Customer Data.
5.2 Company Use of Customer Data
Customer grants to Company all necessary licenses in and to Customer Data solely to maintain, secure, support, and otherwise provide the Services, and to fulfill its obligations under these Terms.
5.3 Privacy Policy
Company's Privacy Policy describes how Company collects and uses information in connection with the Services and Company's websites.
5.4 Data Export and Portability
(a) Export Tools. Company provides data export tools through the Services that allow Customer to export Customer Data in machine-readable formats (CSV).
(b) Post-Termination Export. Upon termination or expiration of the Services, Customer has 90 days to export Customer Data using the export tools. After 90 days, data will be permanently deleted.
(c) Scope of Export.
- All current inventory records, item master data, and locations
- Order history, shipment history, and receiving history
- User lists and role assignments (excluding passwords)
- Configuration settings and custom fields
- Photos (via bulk download or API) — standard retention is 6 months from capture date
- System logs or audit trails (except as required by law)
- Company's proprietary algorithms or business logic
- Aggregate or anonymized data used by Company
- Historical backups beyond the current dataset
- Photos exceeding the standard 6-month retention date
(d) Export Format. Customer acknowledges that exported data may require transformation or mapping to be compatible with other systems. Company does not guarantee that exported data will be directly importable into third-party systems without modification.
(e) Integration Termination. Upon termination, all Third-Party Service integrations will be disconnected and API keys will be revoked. Customer is responsible for arranging alternative data flows prior to termination.
Security
Company implements and maintains commercially reasonable technical and organizational security measures for the Services. However, Customer acknowledges that Company cannot guarantee that unauthorized third parties will never be able to defeat these measures. Company may update its security measures from time to time, provided such updates do not materially reduce the overall security of the Services.
Third-Party Services and Integrations
7.1 Third-Party Services
The Services may interoperate with or include links to third-party services (including ERPs, carriers, EDI providers, analytics, email, and other systems) ("Third-Party Services"). Customer's use of Third-Party Services is governed by the third party's terms, and Company is not responsible for Third-Party Services.
7.2 Integration Reliability and Responsibility
- (a)Third-Party Availability. Company does not guarantee the availability, performance, or continued compatibility of Third-Party Services. Data synchronization delays, API outages, changes by third parties, and connectivity issues may affect integrations. Company shall not be liable for losses arising from any of the foregoing.
- (b)Integration Errors. Company will use commercially reasonable efforts to maintain integration code that transmits data in accordance with third-party services' documented APIs. Company is not responsible for data accuracy issues originating from incorrect configuration or data quality issues in Customer's systems.
- (c)Custom Integrations. For custom integrations developed under a separate statement of work, liability will be governed by that agreement and subject to the limitation of liability in Section 17.
- (d)Limitation. Company's total liability for integration-related claims remains subject to the limitation of liability in Section 17.
Support, Maintenance & Changes
8.1 Support and Service Level
(a) Support Channels. Company will provide support via email and through the in-app help center. Unless otherwise specified in the Order Form, support is provided during normal business hours (9am–5pm Central Time, Monday–Friday, excluding U.S. holidays).
(b) Response Time Targets. Company will use commercially reasonable efforts to respond within the following timeframes (initial acknowledgment only, not resolution):
| Priority | Condition | Target Response |
|---|---|---|
| Critical | System Down | 4 business hours |
| High | Major Function Impaired | 1 business day |
| Medium | Minor Issue | 2 business days |
| Low | Question / Enhancement | 5 business days |
(c) No SLA Guarantee. The response times above are targets, not guarantees. Company does not offer service level agreements with financial penalties or credits unless separately agreed in writing in the Order Form.
(d) Customer Responsibilities. Support effectiveness depends on Customer providing a clear description of the issue, steps to reproduce, error messages or screenshots, and timely responses to Company's questions. Company may close support tickets that receive no Customer response for 7 days.
8.2 Maintenance
Company may perform scheduled maintenance and updates. Company will use commercially reasonable efforts to provide advance notice of scheduled maintenance that may materially impact availability.
8.3 Changes to Services
Company may modify the Services from time to time (including to maintain security, comply with law, or improve functionality). Company will not materially reduce core functionality of the Services purchased by Customer during an active Subscription Term without commercially reasonable notice, except as required for security or legal compliance.
Professional Services
9.1 Scope
If Company provides implementation, configuration, training, data migration, custom integrations, or other professional services ("Professional Services"), such services will be provided under a separate statement of work ("SOW") or Order Form specifying scope, fees, timeline, milestones, Customer responsibilities, and acceptance criteria.
9.2 Changes
Changes to the scope, timeline, or deliverables of Professional Services require a written change order signed by both parties. If Customer requests additional work beyond the SOW, Company will provide a written estimate before proceeding.
9.3 Customer Cooperation
Customer's timely provision of access, data, resources, and decision-making is essential to Professional Services delivery. Delays caused by Customer dependencies may extend timelines and may result in additional fees.
9.4 Fees
Unless otherwise stated, Professional Services fees are separate from and in addition to subscription fees. Professional Services fees are non-refundable once work has commenced, except as expressly provided in the applicable SOW.
9.5 Warranty
Company warrants that Professional Services will be performed in a professional and workmanlike manner consistent with industry standards. Customer's exclusive remedy for breach of this warranty is re-performance of the deficient Professional Services at no additional charge, provided Customer notifies Company within 30 days of delivery.
9.6 No Ongoing Support
Unless otherwise agreed in writing, Professional Services do not include ongoing support, maintenance, or updates to configurations or integrations developed under an SOW. Such ongoing services are subject to separate fees.
Fees, Payment & Taxes
10.1 Fees
Customer will pay the fees specified in the applicable Order Form ("Subscription Fees"). Subscription Fees are non-cancelable and non-refundable except as expressly provided in these Terms or the Order Form.
10.2 Payment Terms
All Subscription Fees are due and payable in advance on the first (1st) day of each calendar month via ACH (Automated Clearing House) transfer. Customer shall execute an ACH Authorization Form prior to access to the Services and shall maintain a valid ACH account in good standing throughout the term.
Subscription Fees are non-refundable. If Customer terminates for Company's uncured material breach per Section 12.2, Company will refund prepaid, unused fees on a pro-rata basis.
10.3 Taxes
Subscription Fees are exclusive of taxes. Customer is responsible for applicable sales, use, VAT, GST, and similar taxes (excluding taxes based on Company's income).
Suspension
Company may suspend access to the Services (in whole or in part) if: (a) Customer is past due on undisputed fees; (b) Customer's use poses a security risk to the Services; (c) Customer violates Section 3; or (d) suspension is required by law. Company will use commercially reasonable efforts to provide notice before suspension, unless immediate suspension is required to mitigate risk.
Term & Termination
12.1 Term
These Terms commence on the Effective Date of the first Order Form and continue until all Order Forms expire or are terminated.
12.2 Subscription Terms and Renewal
- (a)Initial Term. Each Order Form will specify an initial Subscription Term, typically monthly or annual. Unless otherwise specified, the Initial Term is month-to-month.
- (b)Automatic Renewal. Unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term, the Subscription Term will automatically renew for successive periods at Company's then-current rates.
- (c)Price Increases. Company reserves the right to increase Subscription Fees no more than once per calendar year upon no less than sixty (60) days' prior written notice. Any such increase shall not exceed six percent (6%) of the then-current Subscription Fees.
- (d)Cancellation Process. To cancel, Customer must: (i) provide written notice to [email protected] at least 30 days before the renewal date; AND (ii) confirm cancellation by following Company's then-current cancellation process.
- (e)Mid-Term Cancellation. If Customer cancels mid-term, Customer remains obligated to pay all fees for the remainder of the term. No refunds or credits will be provided for mid-term cancellations except as required by law.
12.3 Termination for Cause
Either party may terminate these Terms for material breach if the breaching party fails to cure within thirty (30) days after written notice (or immediately for uncured breaches of Customer's obligations under Section 3).
12.4 Effect of Termination
Upon expiration or termination, Customer's access to the Services will cease. Customer has 90 days to export Customer Data per Section 5.4(b). After 90 days, data will be permanently deleted. Customer may request earlier deletion by contacting [email protected]. Company will process deletion requests within 30 days.
Intellectual Property & Feedback
13.1 Company IP
Company and its licensors retain all right, title, and interest in and to the Services, Documentation, and all related intellectual property rights. No rights are granted except as expressly stated in these Terms.
13.2 Feedback; Aggregated Data
If Customer provides feedback or suggestions, Company may use them without restriction or obligation. Company shall own all rights in de-identified aggregated and statistical data derived from the operation of the Services, provided such data shall not include any information that would constitute personal data.
13.3 Feature Requests and Product Roadmap
Confidentiality
Each party may receive information that is confidential to the other party ("Confidential Information"). The parties agree to use the same degree of care to protect the other's Confidential Information as they use to protect their own (but never less than reasonable care). The parties agree not to make each other's Confidential Information available to any third party and not to use each other's Confidential Information except as permitted by these Terms.
Either party may disclose Confidential Information to the extent compelled by law, provided the disclosing party first gives the other party prior notice (to the extent legally permitted).
Confidential Information shall not include information that (i) is in the public domain through no act or omission of the other party, (ii) was in the other party's lawful possession prior to disclosure, (iii) is lawfully disclosed by a third party without restriction, or (iv) is independently developed by the other party.
Warranties & Disclaimers
15.1 Limited Warranty
Company warrants that it will provide the Services in a professional and workmanlike manner. Customer's exclusive remedy for breach of this warranty is re-performance of the affected Services.
15.2 Disclaimers
Indemnification
16.1 By Company — Intellectual Property Indemnity
(a) Scope. Company will defend Customer from and against losses, damages, judgments, and expenses arising out of third-party claims alleging that Company's proprietary technology and code incorporated into the Services, when used as permitted under these Terms, directly infringes a U.S. patent, copyright, or trademark.
(b) Exclusions. Company has no obligation to the extent a claim arises from: (i) Customer Data or configurations; (ii) Customer's misuse or modifications; (iii) Third-Party Services or open-source components; (iv) use in combination with non-Company products not contemplated by the Documentation; or (v) use of a superseded release if infringement would have been avoided by using a current release.
(c) Remedies. If the Services are subject to an infringement claim, Company may at its option: (i) procure the right for Customer to continue using the Services; (ii) replace or modify the Services to make them non-infringing; or (iii) terminate the applicable Order Form and refund prepaid, unused fees on a pro-rata basis.
(d) IP Indemnity Cap. Company's total liability under this Section for IP indemnity claims will not exceed two times (2x) the fees paid or payable by Customer in the twelve (12) months immediately preceding the event giving rise to the claim, but in no event more than $1,000,000.
16.2 By Customer
Customer will defend and indemnify Company from and against losses, damages, judgments, liabilities, and expenses arising out of third-party claims arising from (a) Customer Data; (b) Customer's or Authorized Users' breach of Section 3; or (c) Customer's violation of applicable law including employment, workplace privacy, photo surveillance, safety, or other data protection or privacy laws.
16.3 Process
The indemnified party must promptly notify the indemnifying party and reasonably cooperate. The indemnifying party will control the defense and settlement, provided it may not settle in a manner that admits fault or imposes obligations on the indemnified party without consent.
Limitation of Liability
17.1 Exclusion of Damages
17.2 Liability Cap
17.3 Basis of Bargain
The parties acknowledge that the limitations in this Section are an essential basis of the bargain and apply regardless of the theory of liability.
Force Majeure
Neither party will be liable for failure to perform its obligations (other than payment obligations) due to events beyond its reasonable control, including acts of God, earthquakes, floods, fires, epidemics, labor disputes, war, terrorism, civil unrest, governmental or military actions, widespread Internet outage, infrastructure or industrial disturbance, or denial of service attacks, provided the affected party:
- (a)Provides prompt notice to the other party
- (b)Uses commercially reasonable efforts to mitigate the impact and resume performance
- (c)Resumes performance as soon as reasonably practicable
For clarity, force majeure does not excuse Customer's payment obligations.
Compliance, Export & U.S.-Only
19.1 U.S. Operation
The Services are offered, hosted, and supported exclusively within the United States. Customer represents that it is a U.S.-based entity and will use the Services solely for U.S.-based operations.
19.2 Export Compliance
The Services and underlying technology are subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). Customer will not:
- (a)Access or use the Services from any country, region, or territory subject to comprehensive U.S. embargoes or broad sanctions restrictions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine)
- (b)Provide access to any person or entity on the U.S. Treasury Department's Specially Designated Nationals List, the U.S. Commerce Department's Denied Persons List, or similar restricted party lists
- (c)Use the Services in connection with nuclear, chemical, or biological weapons or missile technology
- (d)Re-export, re-transfer, or otherwise make available the Services to any third party in violation of U.S. export laws
19.3 Foreign Access
Customer will promptly notify Company if Customer or any Authorized User intends to access the Services from outside the United States. Company reserves the right to terminate access or suspend the Services if such access would violate U.S. export laws or these Terms.
19.4 Data Localization
The Services are not designed or licensed for use in connection with data types subject to special handling requirements outside the United States (such as GDPR, Australian Privacy Act, or similar non-U.S. data protection laws). Customer represents that all Customer Data is subject solely to U.S. legal jurisdiction.
19.5 Regulatory Compliance
Customer represents that it complies with applicable laws in connection with its use of the Services, including employment laws, workplace safety laws, alcohol/tobacco/controlled goods laws (if applicable), and U.S. state and federal privacy laws.
19.6 HIPAA Disclaimer
For customers in pharmaceutical or medical device industries: the Services may be used for inventory, warehousing, and logistics operations provided that Customer does not input patient information, prescription details, or other PHI. Product lot numbers, expiration dates, and NDC codes are permitted; patient-identifying information is not.
Notices
Notices under these Terms must be in writing and will be deemed given when delivered by email (with confirmation) or by nationally recognized overnight courier to the addresses in the applicable Order Form. Company may also provide notifications through the Services or through conspicuous posting on the rocketinventory.com website.
Assignment
Customer may not assign these Terms without Company's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee agrees to be bound. Company may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.
Governing Law & Venue
These Terms are governed by the laws of the State of Minnesota, without regard to conflict of laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Hennepin County, Minnesota, for any dispute arising out of or relating to these Terms.
Miscellaneous
23.1 Entire Agreement
These Terms, together with each Order Form, constitute the entire agreement and supersede prior agreements relating to the Services. Customer acknowledges that it has not relied on any representations, statements, or promises not expressly set forth in this Agreement.
23.2 Severability
The provisions of the Agreement are severable and any provision determined to be void or unenforceable shall be ineffective to the extent of such invalidity only, without affecting the remaining parts of this Agreement.
23.3 Waiver; Amendment
Neither this Agreement nor any of its provisions may be waived, amended, or otherwise modified, except by a written instrument signed by both parties.
23.4 Order of Precedence
If there is a conflict: (a) the applicable Order Form controls for commercial terms and (b) these Terms control otherwise.
23.5 Survival
The following provisions survive any expiration or termination: Sections 3, 4, 5, 6, 10, 12, 13, 14, 15, 16, 17, and 23. In addition, any provision that by its nature or express terms is intended to survive will survive expiration or termination.
