Terms of Service

Last updated: May 4, 2026

1. Agreement to Terms

By accessing or using ReplenishRadar ("Service"), operated by ReplenishRadar, Inc. ("Company," "we," "us," or "our"), you ("Customer," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you disagree with any part of these Terms, you may not access the Service.

These Terms constitute the entire agreement between you and ReplenishRadar regarding the Service and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, relating to the Service.

2. Description of Service

ReplenishRadar is a software-as-a-service (SaaS) platform that provides:

  • Inventory synchronization between Amazon FBA and Shopify
  • Demand forecasting and reorder recommendations
  • Low stock alerts and notifications
  • Purchase order generation tools
  • Analytics and reporting on inventory performance

Forecasts, recommendations, and alerts generated by the Service are estimates based on historical data and algorithmic modeling. They do not constitute financial, business, or professional advice. You are solely responsible for all purchasing, inventory, and business decisions you make, regardless of any information provided by the Service.

3. Account Registration

To use the Service, you must:

  • Provide accurate, current, and complete registration information
  • Maintain and promptly update your registration information
  • Maintain the security of your account credentials
  • Notify us immediately of any unauthorized access or security breach
  • Be at least 18 years old and have legal capacity to enter this agreement

You are responsible for all activity that occurs under your account. We are not liable for any loss or damage arising from your failure to maintain account security.

4. Platform Integrations

By connecting your Amazon or Shopify accounts, you:

  • Authorize ReplenishRadar to access your inventory and order data via official APIs
  • Confirm you have the authority to grant such access
  • Acknowledge that we read inventory and order data to power forecasts, alerts, and reporting, and may perform the following write operations on your explicit instruction: updating inventory quantities in Shopify, and creating inbound shipment plans to Amazon FBA. We do not make unsolicited changes to your inventory or orders.
  • Understand you can revoke access at any time from your dashboard
  • Agree to use the Service in compliance with the terms of service of any connected third-party platforms, including Amazon Seller Central and Shopify

Third-party platforms (Amazon, Shopify) are not affiliated with ReplenishRadar. We are not responsible for any downtime, changes, or discontinuation of third-party APIs that affect the Service's functionality. We will make reasonable efforts to maintain integrations but cannot guarantee their uninterrupted availability.

5. Subscription and Billing

Free Trial

A free Inventory Health Report and 14-day free trial are available for new users. The trial provides Growth-tier access to the Service. No credit card is required to start the 14-day trial. Nothing is charged unless you choose a plan.If you choose a plan during the trial, that plan's billing begins immediately and your subscription continues under the auto-renewal terms below. If you take no action, trial access ends automatically at the end of day 14 and you are not charged.

We may modify, limit, or discontinue trial eligibility, scope, or duration at any time. Trials are intended for evaluation by good-faith prospective customers; we may, at our sole discretion, deny or terminate a trial we reasonably suspect is being used to circumvent paid-plan limits, evade prior account terminations, or otherwise abuse the Service.

Paid Plans and Auto-Renewal

  • Subscriptions are billed monthly in advance and automatically renew at the end of each billing period unless you cancel before the renewal date
  • By providing a payment method, you authorize us to charge that method for all fees due on each renewal date
  • Prices are in USD unless otherwise stated
  • You may upgrade or downgrade your plan at any time; upgrades take effect immediately and downgrades take effect at the end of the current billing cycle
  • To cancel, visit your account dashboard settings before your next renewal date

Price Changes

We may change our pricing at any time. We will provide at least 14 days' advance notice of any price increase via email to your registered address. Your continued use of the Service after the price change takes effect constitutes your agreement to pay the updated price.

Taxes

All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments (including sales tax, VAT, and GST). You are responsible for paying all such taxes associated with your purchases. Where required by law, we will collect and remit taxes on your behalf.

Failed Payments

If a payment fails, we will notify you and may retry the charge. If payment is not received within 7 days of the due date, we may suspend your access to the Service until payment is made. Accounts suspended for non-payment for more than 30 days may be terminated in accordance with Section 15.

Late Payments and Interest

Time is of the essence with respect to your payment obligations. Any amount not paid when due will accrue interest from the due date until paid in full at the lesser of (i) 1.5% per month or (ii) the maximum rate permitted by applicable law. You agree to reimburse us for all reasonable costs of collection, including reasonable attorneys' fees and court costs. Non-payment of undisputed fees is a material breach of these Terms.

Chargebacks

You agree not to dispute or charge back any payment without first contacting us at [email protected]and giving us a reasonable opportunity to resolve the issue. We may suspend or terminate your account for any chargeback we reasonably believe is invalid, and may seek to recover the original charge, any chargeback fees imposed on us by our payment processors, and reasonable costs of collection.

No Withholding

All amounts payable under these Terms are payable in full without setoff, counterclaim, or deduction of any kind. If any deduction or withholding is required by law, you will gross up the payment so that we receive the amount we would have received had no such deduction or withholding been required.

Refunds: 30-Day Money-Back

We offer a 30-day money-back guarantee for new paid subscriptions on the Standard, Growth, and Scale plans. Contact support within 30 days of your first paid charge for a full refund. No eligibility gates apply to this guarantee. Except as required by law, by this 30-day guarantee, or by the 90-Day Payback Guarantee below, all fees are non-refundable. Enterprise contracts have separate refund terms negotiated in the order form and are not governed by this section.

90-Day Payback Guarantee

In addition to the 30-day money-back guarantee above, ReplenishRadar offers a 90-Day Payback Guarantee for new paid subscribers on the Standard, Growth, and Scale plans: if the value-recovered metric displayed in your dashboard does not at least equal your total subscription cost paid within 90 days of your first paid charge, you may be entitled to a full refund of all fees paid during that period, subject to the eligibility requirements below.

How the value-recovered metric is computed. Value recovered is the sum of the per-alert dollar value for every alert (low-stock, reorder, and stockout-risk) that you acted on during the 90-day window, computed from your sales velocity, lead time, and inventory position at the moment of the alert. We display this number in your dashboard so you can audit it as the period progresses. The same number governs guarantee eligibility. If you and we disagree on the calculation, the value displayed in your dashboard at the moment you submit your claim is authoritative for that claim.

Eligibility exclusions. The 90-Day Payback Guarantee does not apply to customers who:

  • Did not connect at least one store, complete at least one successful inventory sync, or act on at least one alert or reorder recommendation during the 90-day period;
  • Are in breach of Section 6 (Acceptable Use) at the time the claim is submitted or were in breach at any point during the 90-day period; or
  • Are on an Enterprise contract (refund handled per the order form).

Window, Upgrades, and Reinstatement

  • The 30-day and 90-day windows both run from your first paid charge. They do not reset if you upgrade, downgrade, or change billing interval mid-period.
  • If you cancel a paid subscription and later reinstate it, the original windows do not restart. A reinstated subscription that has already passed its 30-day or 90-day window is not eligible for a refund under those guarantees.
  • The value-recovered threshold for the 90-Day Payback Guarantee is computed against the total subscription cost paid across the entire 90-day window (so an upgrade increases the threshold; a downgrade decreases it).

Refund Currency, Access, and Claims

  • Currency. Refunds are issued in the same currency in which the original charge was made. We do not assume foreign-exchange risk between the original charge date and the refund date.
  • Access termination. Approval of a refund under either guarantee terminates your access to the Service immediately upon refund issuance. Customer Data is retained per Section 15 (Termination).
  • One claim per account. Each guarantee may be claimed at most once per customer account, including across cancel-and-reinstate cycles.
  • How to claim. Email [email protected] within the applicable window with your account details. For 90-Day Payback claims, include a screenshot of the value-recovered metric in your dashboard at the time of the claim. We will review and respond within 5 business days. Approved refunds are issued to your original payment method.

Fraud and Abuse

We reserve the right, in our sole and reasonable discretion, to deny, reduce, delay, or revoke any refund (including under the 30-day money-back guarantee and the 90-Day Payback Guarantee) where we have a good-faith basis to suspect fraud, abuse, misrepresentation, or violation of these Terms. This includes, without limitation: (a) repeated subscribe-and-refund cycles by the same customer, business, or related party; (b) claims accompanied by fabricated, manipulated, or misreported data, including the value-recovered metric; (c) claims submitted by accounts that have been suspended or terminated for breach of these Terms or by parties whose prior accounts were so suspended or terminated; (d) claims submitted after a chargeback has been initiated for the same charge; or (e) continued substantial use of the Service or its outputs after refund issuance. Approval of one refund request does not waive our right to deny future requests. This Section does not limit any rights or remedies available to us at law or in equity.

6. Acceptable Use

You agree NOT to:

  • Use the Service for any illegal purpose or in violation of any applicable law or regulation
  • Attempt to gain unauthorized access to our systems, networks, or other users' accounts
  • Share your account credentials with third parties not authorized under your plan
  • Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
  • Use automated means to access the Service beyond intended API usage, or in a manner that places unreasonable load on our infrastructure (sustained usage materially in excess of typical usage by similarly situated customers may, at our discretion, be deemed unreasonable load)
  • Use the Service, its outputs, or any related materials to build, train, or improve a product or service that competes with the Service, to perform competitive analysis, or to publish, share, or otherwise disclose benchmarks, performance data, or feature comparisons regarding the Service without our prior written consent
  • Resell, sublicense, or redistribute the Service without written authorization
  • Interfere with other users' access to the Service
  • Upload or transmit malicious code, viruses, or any software designed to damage or interfere with any system
  • Use the Service in violation of the terms of service of any connected third-party platform, including Amazon or Shopify
  • Use the Service to store or transmit content that is unlawful, defamatory, harassing, or otherwise objectionable
  • Remove or obscure any proprietary notices on the Service

Violation of this policy may result in immediate suspension or termination of your account, at our sole discretion.

7. Customer Data and Privacy

Your Data

You retain all ownership of the data, information, and materials you submit to the Service ("Customer Data"). You grant us a worldwide, royalty-free, non-exclusive license to host, store, process, transmit, and display Customer Data solely as necessary to provide and improve the Service and as permitted by our Privacy Policy.

Data Processing

In providing the Service, ReplenishRadar acts as a data processor on your behalf with respect to any personal data contained in your Customer Data. You are the data controller and are responsible for ensuring you have lawful basis for sharing such data with us. We process Customer Data in accordance with your instructions (as expressed through your use of the Service) and our Privacy Policy.

GDPR and CCPA

We comply with applicable data protection laws, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). If your use of the Service involves the processing of personal data of EU residents or California residents, please contact us at [email protected] to request a Data Processing Agreement (DPA).

Account Data

Data you provide during registration and account management is governed by our Privacy Policy, where we act as a data controller.

Aggregated and De-Identified Data

Notwithstanding anything to the contrary in these Terms, we may collect, use, retain, and disclose data derived from Customer Data that has been aggregated and de-identified such that it does not identify you, your customers, or any individual or business, for any lawful purpose, including operating, securing, improving, and developing the Service, generating benchmarks, training and evaluating models, performing analytics, and producing industry insights. Aggregated and de-identified data is not Customer Data for purposes of these Terms, and we will not attempt to re-identify it or re-associate it with you.

8. Security

We implement commercially reasonable technical and organizational measures designed to protect Customer Data against unauthorized access, alteration, disclosure, or destruction. These measures include encryption in transit and at rest, access controls, and regular security reviews.

In the event of a confirmed security breach that affects your Customer Data, we will notify you without undue delay after becoming aware of the breach, in the manner and within the timeframes required by applicable law. Notification will be sent to your registered email address and may include a preliminary description of the incident, with additional information provided as our investigation progresses. Notification of an incident is not, and shall not be construed as, an admission by us of fault, liability, or wrongdoing.

You are responsible for maintaining the security of your account credentials and for any actions taken under your account.

9. Intellectual Property

Our IP

The Service, including all software, content, features, functionality, trademarks, and trade secrets, is owned by ReplenishRadar, Inc. and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during your subscription term, solely for your internal business purposes and in accordance with these Terms.

Your IP

Your Customer Data remains your property. No rights in your Customer Data are transferred to us except the limited license described in Section 7.

Restrictions

Except as expressly permitted, you may not copy, modify, distribute, sell, or lease any part of the Service or its content, nor may you reverse engineer or attempt to extract the source code of the Service.

10. Feedback

If you provide us with suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), such Feedback is provided on a non-confidential basis. You grant us a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize such Feedback in any manner without restriction or compensation to you.

11. Modifications to the Service and Beta Features

Modifications to the Service

We continually evolve the Service and may add, modify, replace, deprecate, or discontinue any feature, integration, dashboard, output, API, or other functionality at any time. For modifications that, in our reasonable judgment, materially decrease the core functionality available to your plan during your current paid term, we will use commercially reasonable efforts to provide advance notice via email or in-app notification. Your continued use of the Service following any modification constitutes your acceptance of the modified Service. We have no obligation to maintain backward compatibility, preserve data formats, or continue support for any deprecated feature.

Beta Features

We may make certain features or functionality available on a beta, early-access, preview, alpha, or experimental basis ("Beta Features"). Beta Features are provided "AS IS" and "AS AVAILABLE" without warranty of any kind, may contain errors or inaccuracies, may not function as intended, and may be modified, suspended, or discontinued at any time in our sole discretion without notice and without liability. Beta Features are excluded from any availability, performance, support, or service-level commitment, and the disclaimers and liability limitations in these Terms (including Sections 12 and 13) apply in full to your use of Beta Features. Use of Beta Features is voluntary; if you do not wish to use a Beta Feature, do not enable it.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. We do not warrant:

  • 100% accuracy of forecasts, recommendations, alerts, or any other outputs of the Service (they are estimates based on historical data and are not guaranteed)
  • Uninterrupted, timely, secure, or error-free operation of the Service
  • That the Service will meet all of your requirements
  • That third-party integrations (including Amazon, Shopify, and any payment, email, shipping, or analytics providers) will always be available or function as expected
  • That defects will be corrected

Unless expressly set forth in a separate written service-level agreement signed by an authorized officer of ReplenishRadar, the Service is not subject to any uptime, availability, response-time, or service-level commitment. Any internal targets, public dashboards, or marketing statements regarding availability or performance are aspirational and do not create contractual obligations.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REPLENISHRADAR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR:

  • Lost profits, revenue, data, goodwill, business opportunities, or anticipated savings
  • Indirect, incidental, special, consequential, exemplary, or punitive damages
  • Aggregate direct damages exceeding the greater of (i) the total amount paid by you to ReplenishRadar under these Terms in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) one hundred U.S. dollars (US$100)
  • Decisions made or actions taken (or not taken) based on forecasts, recommendations, alerts, or any other outputs of the Service
  • Any interruption, suspension, modification, or termination of the Service or of any third-party integrations
  • Any matter beyond our reasonable control, including any event described in Section 16 (Force Majeure)

These limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability, statute, or otherwise), apply on an aggregate basis across all claims under these Terms, and apply even if ReplenishRadar has been advised of the possibility of such damages and even if any limited remedy fails of its essential purpose.

Carve-outs.Nothing in this Section limits or excludes liability for: (a) your obligation to pay fees due under these Terms; (b) your indemnification obligations under Section 14; (c) your breach of Section 6 (Acceptable Use), Section 9 (Intellectual Property), or Section 18 (Compliance with Laws); (d) either party's liability for fraud, gross negligence, or willful misconduct; or (e) any other liability that, by law, cannot be limited or excluded.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or certain implied warranties, so some of the above limitations may not apply to you. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

14. Indemnification

You agree to indemnify, defend, and hold harmless ReplenishRadar, Inc. and its officers, directors, employees, agents, affiliates, licensors, and suppliers (each, an "Indemnified Party") from and against any third-party claims, liabilities, damages, losses, fines, penalties, and expenses (including reasonable attorneys' fees and court costs) arising out of or in any way connected with:

  • Your access to or use of the Service, or use by anyone using your account
  • Your violation of these Terms
  • Your violation of any applicable law, regulation, or third-party right (including intellectual property, privacy, publicity, or contractual rights)
  • Your Customer Data, including any claim that it infringes, misappropriates, or violates a third party's intellectual property, privacy, or other rights
  • Any breach by you of the terms of service of any connected third-party platform (including Amazon Seller Central or Shopify)

Procedures.The Indemnified Party will (i) give you prompt written notice of any claim for which indemnification is sought (provided that failure to provide prompt notice will only relieve you of your obligations to the extent you are materially prejudiced by such failure); (ii) tender sole control of the defense and settlement of the claim to you, provided that any settlement that imposes any obligation, admission, or liability on the Indemnified Party (other than payment of money fully indemnified by you) requires the Indemnified Party's prior written consent (not to be unreasonably withheld); and (iii) provide reasonable cooperation, at your expense. The Indemnified Party may participate in the defense at its own expense with counsel of its own choosing.

15. Termination and Data Deletion

Termination by You

You may cancel your subscription at any time from your account dashboard settings. Cancellation takes effect at the end of your current billing period. You will not receive a refund for any prepaid fees except as provided in Section 5.

Termination or Suspension by Us

We may suspend or terminate your access to the Service immediately, with or without notice, if:

  • You materially breach these Terms and fail to cure within 5 days of written notice (where cure is possible)
  • You breach Sections 6 (Acceptable Use), 9 (Intellectual Property), 18 (Compliance with Laws), or the confidentiality obligations in Section 21
  • Payment is overdue by more than 30 days
  • You become insolvent, make a general assignment for the benefit of creditors, file or have filed against you a petition in bankruptcy or under any similar insolvency law that is not dismissed within 60 days, have a receiver, trustee, or administrator appointed over your business or assets, or cease to do business in the ordinary course
  • We have a good-faith belief that your account is being used for fraudulent activity, abuse of the Service or any of its guarantees, or to threaten or harm the integrity, security, or availability of the Service or other users
  • We are required to do so by law, regulation, court order, or a request from a governmental or regulatory authority
  • Continued provision of the Service would expose us to legal liability

In addition, we may suspend your access to the Service immediately and without prior notice pending investigation of any of the foregoing, or pending resolution of any chargeback, payment dispute, or alleged violation of these Terms.

Suspension is distinct from termination. During suspension, your data is retained and access may be restored upon resolution of the issue. Upon termination, the provisions below apply.

Effect of Termination

Upon termination of your account for any reason:

  • Your right to access and use the Service ceases immediately
  • All outstanding fees become immediately due and payable
  • Your Customer Data is retained for 12 months following termination so that you may reactivate your account and resume service without data loss; you may export or request deletion of your data at any time during this period by contacting us at [email protected]
  • After 12 months of continued inactivity, your Customer Data will be permanently deleted, except where retention is required by law (e.g., billing records), in which case only the legally required records are kept

If we terminate your account without cause, we will provide 14 days' advance notice and a prorated refund of any prepaid fees.

Survival

Any provision that, by its nature, is intended to survive termination will survive, including: 5 (with respect to accrued payment obligations, late fees, chargeback recovery, and refund fraud/abuse), 7 (Customer Data and Privacy, including aggregated/de-identified data rights), 9 (Intellectual Property), 10 (Feedback), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 15 (Termination, including effect of termination, data retention, and these survival provisions), 18 (Compliance with Laws and Permitted Use), 19 (Governing Law and Dispute Resolution, including the class-action waiver, jury-trial waiver, and limitations period), 20 (General Provisions), and 21 (Confidentiality, for the period stated therein).

16. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by events beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, war, terrorism, civil unrest, governmental action, internet or telecommunications failures, power outages, or failures of third-party service providers (including Amazon, Shopify, or cloud infrastructure providers). The affected party shall promptly notify the other and use reasonable efforts to resume performance as soon as practicable.

17. Changes to Terms

We may modify these Terms at any time. For material changes (such as changes to pricing, data practices, or liability provisions), we will provide at least 14 days' advance notice via email to your registered address or via a prominent in-app notification. For non-material changes (such as clarifications or formatting), we may update these Terms without advance notice.

The updated Terms will be posted at replenishradar.com/termswith a revised "Last updated" date. Your continued use of the Service after the effective date of changes constitutes acceptance of the updated Terms. If you object to a material change, your sole remedy is to cancel your subscription before the change takes effect.

18. Compliance with Laws and Permitted Use

You represent and warrant that your use of the Service will comply with all applicable laws and regulations, including but not limited to: export control laws and regulations of the United States and other jurisdictions, economic sanctions programs administered by the U.S. Office of Foreign Assets Control (OFAC) and equivalent authorities, anti-corruption and anti-bribery laws (including the U.S. Foreign Corrupt Practices Act), consumer protection laws, and any laws governing the collection, use, and transfer of personal data.

You represent and warrant that neither you nor any of your owners, officers, directors, employees, or agents (i) is named on any U.S. or other applicable denied-party, sanctioned-party, or restricted-party list; (ii) is located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. trade sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); or (iii) will use the Service for or on behalf of any such person, entity, country, or region. Any breach of this Section is a material breach of these Terms.

No High-Risk Use. The Service is a general-purpose business application and is not designed, intended, or authorized for use in any hazardous environment or any application requiring fail-safe performance, including the operation of nuclear facilities, aircraft navigation or communication systems, weapons systems, life-support or medical devices, or any other application in which the failure of the Service could lead directly to death, personal injury, or severe physical, environmental, or property damage. You agree not to use the Service for any such purpose, and any such use is at your sole risk and is excluded from any warranties, indemnities, or other obligations we may otherwise have under these Terms.

19. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Colorado and the federal laws of the United States, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms.

Informal Resolution

Before initiating any legal proceeding, each party agrees to attempt to resolve disputes informally by contacting the other party in writing at the notice address in Section 20 and providing thirty (30) days to respond and attempt resolution.

Exclusive Forum

If informal resolution fails, all disputes, claims, and causes of action arising out of or relating to these Terms or the Service shall be resolved exclusively in the state or federal courts located in Denver County, Colorado, and each party irrevocably consents to personal jurisdiction and venue in those courts and waives any objection based on inconvenient forum.

Class Action and Representative Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT ANY DISPUTE, CLAIM, OR CAUSE OF ACTION SHALL BE BROUGHT ONLY IN THAT PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION OR PROCEEDING. The court may not consolidate more than one party's claims and may not otherwise preside over any form of representative or class proceeding. If this class-action waiver is found unenforceable as to any claim, that claim must be severed and litigated separately, but the remaining claims will proceed on an individual, non-class basis.

Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

Limitations Period

Except for actions to enforce intellectual property rights, to collect amounts owed, or where a longer period is required by mandatory applicable law, any claim or cause of action arising out of or relating to these Terms or the Service must be commenced within one (1) year after the cause of action accrues or it is permanently barred.

Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or other rights for which monetary damages would be inadequate, without first complying with the informal resolution requirement.

20. General Provisions

Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, with notice to you. Any purported assignment in violation of this section is void. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will continue in full force and effect.

Waiver

No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right. A waiver is only effective if made in writing and signed by the waiving party. A waiver of any particular breach does not waive any other breach.

Entire Agreement; Order of Precedence

These Terms, together with our Privacy Policy and any applicable Order Forms, Statements of Work, Data Processing Agreements, or other supplemental agreements signed by an authorized representative of ReplenishRadar (collectively, the "Agreement"), constitute the entire agreement between you and ReplenishRadar regarding the Service and supersede all prior agreements, proposals, discussions, representations, and understandings, whether written or oral. In the event of any conflict among the components of the Agreement, the order of precedence is: (1) a mutually executed Order Form or supplemental agreement (only with respect to the specific terms expressly modified therein); (2) these Terms; (3) the Privacy Policy and any product documentation. Any pre-printed terms on a customer purchase order or similar document are rejected and have no effect.

No Reliance

You acknowledge that, in entering into the Agreement, you have not relied on, and shall have no remedy in respect of, any statement, representation, assurance, warranty, or projection (whether made innocently or negligently) that is not expressly set forth in the Agreement. Nothing in this Section limits or excludes liability for fraud or fraudulent misrepresentation.

Reservation of Rights

All rights not expressly granted to you in the Agreement are reserved by ReplenishRadar and its licensors. No rights, licenses, or implied licenses are granted by estoppel, implication, or otherwise.

Publicity and Marketing

We may identify you as a customer of ReplenishRadar (including by reference to your name, logo, and website) on our website, in customer lists, in case studies, in investor materials, and in similar marketing materials, in a manner that does not imply endorsement of any specific product or service. You may opt out of this use at any time by emailing [email protected]; the opt-out is effective on a going-forward basis and does not require us to retract or destroy materials already in distribution. Other than as set forth in this Section, neither party may use the other's name, logo, or trademarks without prior written consent.

Electronic Acceptance and Counterparts

You agree that clicking "I agree," creating an account, or otherwise using the Service constitutes your electronic signature and binding acceptance of these Terms. The Agreement and any amendments may be executed in any number of counterparts and by electronic signature, each of which will be deemed an original and all of which together will constitute one and the same instrument.

Headings; Construction

Section headings are for convenience only and do not affect the interpretation of the Agreement. The words "include," "including," and similar terms are not limiting. Ambiguities will not be construed against the drafting party.

Notices

Notices to you will be sent to your registered email address. Notices to us must be sent to [email protected] and are effective upon confirmed receipt.

No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights. Only you and ReplenishRadar (and our permitted successors and assigns) have rights under these Terms.

Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship.

21. Confidentiality

"Confidential Information" means any non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with the Agreement that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Without limitation, our Confidential Information includes the non-public components of the Service, our software, source code, architecture, technical and security documentation, product roadmap, pricing not generally published, and the results of any benchmark or evaluation; your Confidential Information includes Customer Data and your non-public business information disclosed to us. The terms of any Order Form are the Confidential Information of both parties.

Confidential Information does not include information that the Recipient can demonstrate: (a) was lawfully in its possession without confidentiality obligation before receipt from the Discloser; (b) is or becomes generally available to the public other than through breach of the Agreement; (c) is rightfully obtained from a third party without confidentiality obligation; or (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

The Recipient will: (i) use Confidential Information only to perform under or exercise rights granted by the Agreement; (ii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than a reasonable degree of care; and (iii) limit access to Confidential Information to its employees, contractors, advisors, and affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section. The Recipient is responsible for any breach by such persons. Each party's confidentiality obligations continue for three (3) years after termination of the Agreement, except that obligations relating to trade secrets continue for as long as the information remains a trade secret under applicable law.

If the Recipient is required by law, regulation, or court order to disclose Confidential Information, it will (where legally permitted) give prompt notice to the Discloser, cooperate with the Discloser's reasonable efforts to obtain a protective order or other appropriate remedy, and disclose only the portion legally required. Each party acknowledges that breach of this Section may cause irreparable harm for which monetary damages may be inadequate, and agrees that the non-breaching party may seek injunctive relief in addition to any other available remedies.

22. Contact

For questions about these Terms, contact us at: [email protected]

ReplenishRadar, Inc.
[email protected]