These Terms and Conditions (“Terms”) are a binding agreement between you (“Customer,” “you,” or “your”) and ShopRocket, LLC, a Tennessee limited liability company doing business as OktoRocket (“OktoRocket,” “we,” “us,” or “our”), governing your access to and use of the OktoRocket website, software, mobile applications, communication services, and related services (collectively, the “Services”).
By accessing or using the Services, you confirm that:
- You have read, understood, and agree to be bound by these Terms;
- You are at least 18 years old and have authority to enter into this agreement, either individually or on behalf of the business you represent;
- You have reviewed our Privacy Policy, available at oktorocket.com/privacy-policy, which governs how we collect and use your information.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
1. Account Registration and Access Credentials
You may be required to register for an account before using certain parts of the Services. You agree to provide accurate, current information during registration and to maintain its accuracy. You are responsible for safeguarding your login credentials and for all activity that occurs under your account. You agree to notify us promptly at support@oktorocket.com if you suspect unauthorized use of your account. We reserve the right to refuse registration, or to suspend an account, at our discretion, if unauthorized access is suspected or permitted both intentionally or unintentionally.
If you are registering on behalf of a business, you represent that you have authority to bind that business to these Terms, and “you” refers to that business as well as the individual completing registration.
2. Subscription Services, Fees, and Billing
Access to certain features of the Services requires a paid subscription (“Subscription Services”). Billing, invoicing, cancellation, non-payment handling, taxes and regulatory fees, and phone hardware ownership are governed by our Fulfillment Policy, available at oktorocket.com/fulfillment-policy, which is incorporated into these Terms by reference.
Where you have signed a separate Master Services Agreement or Subscription Agreement with OktoRocket that includes different or additional terms governing your subscription, that signed agreement controls over these Terms and the Fulfillment Policy with respect to any conflicting provision. In all other cases, these Terms and the Fulfillment Policy govern.
We may change our Subscription Service pricing from time to time. Where you are on a month-to-month subscription, we will provide at least 60 days' advance notice of any pricing change before the new pricing takes effect on your account.
3. Term, Cancellation, and Termination
The mechanics of cancellation, billing-cycle timing, and non-payment handling are governed by the Fulfillment Policy. This section addresses our independent right to suspend or terminate access to the Services.
We may suspend or terminate your access to the Services, in addition to any rights under the Fulfillment Policy, if:
- You materially breach these Terms and do not cure that breach within a reasonable period after notice;
- We reasonably believe your use of the Services violates applicable law;
- We reasonably believe your actions pose a security risk to the Services or to other customers; or
- Your account has been inactive for an extended period, or you have engaged in conduct prohibited under Section 4 below.
Where practical, we will provide notice and an opportunity to cure before terminating for breach. Certain violations, including those involving security, fraud, or illegal conduct, may result in immediate suspension or termination without advance notice.
4. License and Permitted Use
Subject to your compliance with these Terms and continued payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business operations. This license does not include any right to:
- Copy, resell, sublicense, or redistribute the Services or any content made available through it;
- Reverse engineer, decompile, or attempt to derive the source code of the Services;
- Use automated tools (scrapers, bots, crawlers) to access or extract data from the Services;
- Interfere with, disrupt, or attempt to circumvent the security of the Services;
- Use the Services for any unlawful purpose, or in violation of any third party's rights;
- Impersonate another person or entity, or misrepresent your affiliation with OktoRocket.
This list is illustrative, not exhaustive. We may suspend or terminate access for conduct we reasonably believe is harmful to the Services, to us, or to other customers, whether or not specifically listed above. Additional prohibited-use terms applicable to VoIP, SaaS, and API/MCP use are set out in OktoRocket's Acceptable Use Policy, incorporated into these Terms by reference.
5. SMS/Text Messaging
If you use SMS or text messaging features of the Services to communicate with your own customers, you are solely responsible for ensuring that such messages comply with applicable law, including the Telephone Consumer Protection Act, the CAN-SPAM Act, and any applicable state-law equivalents including obtaining valid consent before sending marketing or promotional texts, honoring opt-out requests, and including any legally required disclosures. Additional program-specific terms are available in our SMS Terms, at oktorocket.com/sms-terms, which are incorporated into these Terms by reference.
6. VoIP Services, 911/E911 Limitations, and Regulatory Compliance
If your subscription includes OktoRocket's VoIP phone system, your use of that service is subject to OktoRocket's 911/E911 Notice, available at oktorocket.com/911-notice, which is incorporated into these Terms by reference. VoIP-based 911 calling differs from traditional landline 911 service in important ways, including its dependence on accurate address registration and its vulnerability to power and internet outages. You are responsible for reviewing and acknowledging that notice before relying on the Services for emergency calling.
OktoRocket maintains a robocall mitigation program and implements STIR/SHAKEN caller ID authentication consistent with FCC requirements applicable to VoIP service providers. You agree not to use the Services's calling features to originate unlawful robocalls, spoofed caller ID, or any other calling activity that would place OktoRocket out of compliance with FCC rules or its Robocall Mitigation Database filing.
7. Customer Content
“Customer Content” means any data, files, customer records, images, or other content you upload to or generate through the Services. You retain ownership of your Customer Content. You grant OktoRocket a limited license to host, store, process, and display your Customer Content solely as necessary to provide the Services to you.
You represent that you have the necessary rights to submit your Customer Content and that doing so does not violate any third party's rights or applicable law. You are solely responsible for your Customer Content. We may remove or disable access to Customer Content that we reasonably believe violates these Terms or applicable law.
Deleted Customer Content may persist temporarily in backups consistent with our data retention practices before being permanently removed.
8. Your Data and Privacy
Our collection, use, and handling of personal information is governed by our Privacy Policy, available at oktorocket.com/privacy-policy, which is incorporated into these Terms by reference. Your data is governed by our Data Retention Policy, available at oktorocket.com/data-retention-policy, which is incorporated into these Terms by reference.
9. Services Availability and Changes
We aim to keep the Services available and reliable, but we do not guarantee uninterrupted access or specific uptime, except as separately committed in a signed Master Services Agreement that includes a service level commitment. We may modify, update, or discontinue features of the Services at our discretion, including for security or legal reasons.
10. Intellectual Property
The OktoRocket name, logo, and all content, design, and software comprising the Services are owned by or licensed to OktoRocket and protected under applicable intellectual property law. Except for the limited license granted in Section 4, nothing in these Terms transfers any ownership interest in the Services to you.
We may use aggregated, de-identified data derived from your use of the Services for analytics, product improvement, and business purposes, provided such data does not identify you or any individual. Any feedback, suggestions, or feature requests you provide to us may be used by OktoRocket without restriction or compensation.
11. Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY STATED IN A SIGNED MASTER SERVICES AGREEMENT, OKTOROCKET DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, OKTOROCKET AND ITS OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SERVICES. EXCEPT AS OTHERWISE PROVIDED IN A SIGNED MASTER SERVICES AGREEMENT, OKTOROCKET'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO OKTOROCKET IN THE 12 MONTHS PRECEDING THE CLAIM.
Some jurisdictions do not allow certain limitations of liability; in those jurisdictions, the above limitations apply only to the extent permitted by law.
13. Indemnification
13.1 Your Indemnification of Us. You agree to defend, indemnify, and hold harmless OktoRocket and its officers, employees, and agents from third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) any failure, inaccuracy, or delay in your registration or maintenance of E911 address information, or any other failure of 911/E911 calling arising from your acts or omissions, as described in our 911/E911 Notice; (b) toll fraud, unauthorized use, or fraudulent calling activity occurring through your account, network, endpoints, or credentials; (c) your Customer Content; and (d) your violation of these Terms, applicable law, or any third party's rights, including telemarketing, messaging, robocall, and other consumer-protection or communications laws.
13.2 Our Indemnification of You. OktoRocket will defend, indemnify, and hold harmless you from third-party claims that the Services, as provided by OktoRocket and used in accordance with these Terms, infringes or misappropriates a third party's United States intellectual property rights, and will pay the damages and costs (including reasonable attorneys' fees) finally awarded against you arising from such a claim. Notwithstanding Section 12 or any other provision of these Terms, OktoRocket's total liability under this Section 13.2 will not exceed the fees you paid to OktoRocket for one (1) month of Services.
14. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Tennessee, without regard to conflict-of-laws principles. Any dispute arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in Williamson County, Tennessee, and you consent to personal jurisdiction and venue there.
15. Severability; Non-Waiver
If any provision of these Terms is found unenforceable, the remaining provisions remain in full force. Our failure to enforce any provision is not a waiver of our right to enforce it later.
16. Assignment
You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
17. Order of Precedence
Where you have a signed Master Services Agreement with OktoRocket, that agreement controls over these Terms in the event of a conflict. Absent a signed Master Services Agreement, these Terms, together with the Fulfillment Policy, Privacy Policy, Data Retention Policy, 911/E911 Notice, SMS Terms, and Acceptable Use Policy, and, where you purchase Hardware from OktoRocket, the Hardware Sales Terms and Conditions, in each case incorporated by reference, constitute the entire agreement between you and OktoRocket regarding the Services, and supersede any prior agreements on the same subject matter.
18. Amendments
We may update these Terms from time to time. Material changes will be posted with an updated “Last Updated” date, and where required, we will provide additional notice. Continued use of the Services after changes take effect constitutes acceptance of the revised Terms.
19. Electronic Communications
By using the Services, you consent to receive communications from us electronically, and agree that electronic communications satisfy any legal requirement that such communications be in writing.
20. Force Majeure
OktoRocket is not liable for delays or failures in performance caused by circumstances beyond our reasonable control, including natural disasters, internet or telecommunications disruptions, governmental action, or failures of third-party service providers.
21. Third-Party Services
The Platform may link to, integrate with, or allow you to connect third-party applications, websites, or services that OktoRocket does not own or control ("Third-Party Services"). Your use of any Third-Party Service is governed solely by that third party's own terms and privacy practices. OktoRocket makes no representation regarding, and assumes no responsibility for, the content, functionality, security, or privacy practices of any Third-Party Service, and you access and use Third-Party Services entirely at your own risk.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OKTOROCKET DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO THIRD-PARTY SERVICES, INCLUDING ANY LOSS OR DAMAGE ARISING FROM YOUR USE OF, OR INABILITY TO USE, A THIRD-PARTY SERVICE. THIS SECTION IS SUBJECT TO THE GENERAL LIMITATION OF LIABILITY IN SECTION 12.
22. Notices
Notices to OktoRocket must be sent in writing to: ShopRocket, LLC d/b/a OktoRocket, 660 Bakers Bridge Avenue Suite 200 Franklin, Tennessee 37067, Attn: Legal, or to legal@oktorocket.com.