Terms of service

1. Acceptance of These Terms

Welcome to RoseCove Ventures Corp. (“Rose Cove,” “Company,” “we,” “our,” or “us”). By accessing or using the Services, you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, you should not access or use the Services. These Terms form a binding agreement between you and Rose Cove.

2. Description of Services

Rose Cove provides technology-enabled services that may help consumers discover, compare, or connect with third-party financial products, services, lenders, banks, credit providers, marketing partners, or other service providers. The Services may include informational content, consumer intake forms, referral functionality, marketplace features, and related communications.

3. No Offer of Credit or Financial Advice

Information provided through the Services is for informational purposes only. Rose Cove does not itself make loans, extend credit, provide banking services, act as a creditor, or make underwriting decisions unless expressly stated otherwise in writing.

Rose Cove does not guarantee approval for any financial product, loan, deposit account, card product, payment service, or other third-party product or service. Any credit decision, account opening decision, pricing determination, underwriting decision, or product offering is made solely by the applicable third-party provider. Nothing available through the Services constitutes legal, tax, investment, accounting, or financial advice.

4. Use of Artificial Intelligence

Rose Cove uses artificial intelligence, machine learning, and related automated technologies ("AI Tools") to help generate informational content, personalize recommendations, and support certain features of the Services. Output generated by AI Tools is provided for informational purposes only, does not constitute financial, legal, tax, or investment advice, and does not guarantee the accuracy, completeness, or suitability of any recommendation, product, or outcome.

Rose Cove does not use AI Tools to make credit decisions, underwriting decisions, or other decisions producing legal or similarly significant effects concerning you; any such decisions are made solely by the applicable third-party provider.

5. Eligibility

You must be at least eighteen (18) years old and legally capable of entering into binding agreements to use the Services. By using the Services, you represent and warrant that you are permitted to do so under applicable law and that all information you provide is accurate, complete, and current.

6. User Responsibilities

You agree to use the Services only for lawful purposes and in accordance with these Terms. You are responsible for the accuracy of information you submit and for maintaining the confidentiality of any credentials or access methods associated with your use of the Services. You agree to:

·       provide truthful, accurate, current, and complete information;

·       use the Services only for lawful personal or business purposes;

·       comply with all applicable federal, state, and local laws; and

·       notify Rose Cove promptly if you become aware of unauthorized access or misuse involving the Services.

 

7. Prohibited Uses

You may not use the Services to engage in unlawful, fraudulent, deceptive, abusive, or harmful conduct. Prohibited uses include attempting to interfere with the operation or security of the Services, introducing malware or malicious code, using scraping or automated access tools without authorization, impersonating another person or entity, misrepresenting your identity or affiliation, or submitting information that you know is false, inaccurate, incomplete, or misleading.

8. Intellectual Property

All content and materials available through the Services, including text, graphics, logos, trademarks, service marks, software, designs, page layouts, forms, and other materials, are owned by Rose Cove or its licensors and are protected by applicable intellectual property laws. You are granted a limited, revocable, non-exclusive, non-transferable right to access and use the Services for personal, lawful purposes. No other rights are granted.

9. Third-Party Providers and Links

The Services may contain links to websites, offers, products, services, advertisements, or content provided by third parties. Rose Cove does not control and is not responsible for the availability, accuracy, legality, privacy practices, security practices, terms, disclosures, or content of third-party websites or services. Your interactions with any third party are solely between you and that third party.

10. Privacy

Use of the Services is also governed by Rose Cove’s Privacy Policy. By using the Services, you acknowledge that Rose Cove may collect, use, store, disclose, and otherwise process information as described in its Privacy Policy. The Privacy Policy is incorporated into these Terms by reference.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROSE COVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, COMPLETENESS, SECURITY, AND UNINTERRUPTED OPERATION.

Rose Cove does not warrant that the Services will operate without interruption or error, that defects will be corrected, or that the Services will be free from viruses, malware, or other harmful components.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROSE COVE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SIMILAR DAMAGES ARISING FROM OR RELATED TO YOUR USE OF, OR INABILITY TO USE, THE SERVICES.

Unless a greater amount is required by applicable law, Rose Cove’s aggregate liability for any claim arising from or relating to the Services or these Terms shall not exceed one hundred dollars ($100). Some jurisdictions do not allow certain limitations or exclusions of liability, so portions of this section may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless Rose Cove, its affiliates, officers, directors, employees, contractors, service providers, and agents from and against any claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising from or related to your use of the Services, your violation of these Terms, your violation of applicable law, your submission of inaccurate or unauthorized information, or your infringement or violation of any third-party rights.

14. Modification or Termination of Services

Rose Cove may modify, suspend, discontinue, or terminate all or part of the Services at any time, with or without notice. Rose Cove may also suspend or terminate your access to the Services if it believes you have violated these Terms, applicable law, or the rights of Rose Cove or any third party.

15. Changes to These Terms

Rose Cove may revise these Terms from time to time. When changes are made, Rose Cove may update the effective date or provide notice through the Services or other reasonable means. Continued use of the Services after updated Terms become effective constitutes acceptance of the revised Terms.

16. Electronic Communications and ESIGN Consent

By accessing or using the Services, you consent to receive communications electronically from Rose Cove, including notices, disclosures, agreements, updates, and other communications relating to the Services. You agree that electronic communications satisfy any legal requirement that such communications be provided in writing.

You are responsible for maintaining a current email address or other contact method and for ensuring that you can receive electronic communications from Rose Cove. You may withdraw consent to electronic communications by discontinuing use of the Services and contacting Rose Cove using the contact information below. Withdrawal of consent may limit or terminate access to certain Services. Nothing in this section constitutes consent to receive marketing communications where separate consent is required by law.

You may obtain a paper copy of any disclosures you have received by accessing the disclosure on our website, if available, or in any email notification that you may have received, and printing a paper copy.

 

17. Lead Generation and Marketplace Disclosure

Rose Cove operates a marketing, referral, and technology platform that may connect consumers with banks, lenders, financial institutions, service providers, affiliates, or other third parties. Rose Cove is not a lender, creditor, broker, financial advisor, insurer, debt collector, or provider of legal advice unless expressly stated otherwise in writing.

When you submit information through the Services, Rose Cove may share that information with one or more participating providers for the purpose of evaluating potential products or services that may be available to you, subject to Rose Cove’s Privacy Policy and applicable law. Submission of information does not constitute an application for credit unless expressly stated by the applicable provider, and does not guarantee approval, eligibility, pricing, terms, conditions, rates, limits, or receipt of any product or service.

18. Arbitration Agreement and Class Action Waiver

Arbitration.  Any dispute, controversy, or claim between us arising out of or relating in any way to your use of the Services will be resolved by binding arbitration, rather than in court, except that you or we (a) may elect to assert claims in, or transfer claims to, small claims court if your or our claims qualify, and (b) bring suit in any court of competent jurisdiction to enjoin infringement or other misuse of intellectual property rights, including with respect to temporary restraining orders. The Federal Arbitration Act and federal arbitration law shall apply to this arbitration agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award the same damages and relief as a court (including injunctive and declaratory relief or statutory damages).

At least thirty (30) days before beginning an arbitration proceeding, you must send an individualized letter personally signed by you, and identifying yourself by name and address, detailing your legal claims, the requested relief and requesting arbitration to 1001 Post Road, Darien, CT 06820, by certified mail, Federal Express, UPS or USPS express mail (signature required). We will do the same; except in the event that we do not have a physical address on file for you, by electronic mail to the last known address. Within thirty (30) days of such notice, either party may respond to the letter with a request for an informal dispute resolution conference between the parties by video, with counsel present if the party is represented, and the parties agree to so conduct such conference personally and individually in good faith before initiating arbitration. All applicable claims or filing limitations period shall be tolled during the pendency of this pre-arbitration notice period. The arbitration will be conducted by JAMS under its applicable rules unless otherwise stated herein. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You and we also agree to delegate the issue of arbitrability to a court of competent jurisdiction, rather than to the arbitrator.

If you are a prevailing party, you may seek reimbursement of your fees and costs. However, we may seek our attorney’s fees and costs if the arbitrator finds your claims to be frivolous or brought for an improper purpose or otherwise not satisfying Federal Rule of Civil Procedure 11. There will be only one arbitrator, not a panel.

You and we also agree that, if more than one dispute arises against a party regarding the same or substantially similar issues filed by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period, our respective claim(s) will be arbitrated in a coordinated fashion such that JAMS (or if JAMS is not available to arbitrate, another agreed upon arbitral forum) shall (1) administer the arbitration demands together; (2) appoint one arbitrator for the coordinated demands; and (3) issue one set of filing and administrative fees due per side, one procedural calendar, and one hearing (if any) in a place to be determined by the arbitrator. To the extent the parties disagree on the application of the provisions of this paragraph, the disagreeing party shall advise JAMS (or if JAMS is not available to arbitrate, another agreed upon arbitral forum), and JAMS (or if JAMS is not available to arbitrate, another agreed upon arbitral forum) shall appoint a sole standing arbitrator to determine the applicability of this paragraph and process. The Administrative Arbitrator’s fees shall be paid by us.  This arbitration agreement will survive termination of the agreement.

Enforceability. If this arbitration agreement is invalidated in whole or in part, by either a court or by JAMS (or if JAMS is not available to arbitrate, another agreed upon arbitral forum), then the entire arbitration agreement shall be null and void and either party may elect to proceed with the dispute in court. The parties agree that the exclusive jurisdiction in Section 22 (Governing Law; Jurisdiction) shall govern the claim.

Jury Trial and Small Claims Court. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in any court of competent jurisdiction to enjoin infringement or other misuse of intellectual property rights, including with respect to temporary restraining orders.

Class Action Waiver. Regardless of arbitrability, we each agree that any dispute resolution proceedings or lawsuits, whether in arbitration or in a court of law, will be conducted only on an individual basis and not in a class, or representative action. Therefore, you waive all rights to bring claims on behalf of a class of persons; however, you may still bring an individual claim for public injunctive relief and in small claims court. Nothing in this provision, however, should operate to prevent the parties from settling claims on a class-wide basis or otherwise coordinating claims filed in arbitration.

19. Affiliate and Ownership Disclosure

Rose Cove Ventures, Inc. is part of a corporate family of affiliated entities. Rose Cove may share information with its parent companies, subsidiaries, affiliates, service providers, and contractors as permitted by applicable law and as described in its Privacy Policy.

Any references to “Rose Cove,” “Company,” “we,” “our,” or “us” may include certain affiliated entities that participate in the provision, support, administration, operation, compliance, security, analytics, or maintenance of the Services. Ownership interests and corporate affiliations may change over time through restructurings, acquisitions, divestitures, financings, or other corporate transactions. These Terms shall continue to apply notwithstanding such changes.

20. No Bank Affiliation or Endorsement

Unless expressly stated in writing, Rose Cove is not a bank, credit union, savings association, or other depository institution. The availability of information regarding a financial institution or financial product through the Services does not constitute an endorsement, recommendation, guarantee, certification, or approval by Rose Cove.

Any deposit insurance, credit product, lending program, payment service, bank account, card product, or other financial product offered by a third party is subject solely to the terms, conditions, disclosures, eligibility criteria, and representations of the applicable provider.

21. Governing Law and Venue

These Terms shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except to the extent applicable consumer protection laws require otherwise. Any dispute arising from or relating to these Terms or the Services shall be resolved in the state or federal courts located in Delaware, unless arbitration is required under Section 19 or another venue is required by applicable law.

22. Severability; No Waiver; Assignment

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. Rose Cove’s failure to enforce any provision of these Terms shall not constitute a waiver. You may not assign or transfer these Terms without Rose Cove’s prior written consent. Rose Cove may assign these Terms, in whole or in part, including in connection with a merger, restructuring, reorganization, financing, sale of assets, divestiture, or other corporate transaction.

23. Contact Information

Questions regarding these Terms may be directed to RoseCove Ventures Corp. at: 1001 Post Road, Darien, CT 06820; 315-566-8399.