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 with full access to all features on your selected plan. No payment method is required to start a trial. After trial expiration, you must subscribe to a paid plan to continue using 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.
Refunds
We offer a 30-day money-back guarantee for new paid subscriptions. Contact support within 30 days of your first paid charge for a full refund. Except as required by law or this guarantee, all fees are non-refundable.
90-Day ROI Guarantee
In addition to the 30-day money-back guarantee above, ReplenishRadar offers a 90-Day ROI Guarantee for new paid subscribers: if ReplenishRadar does not save you at least 3× your total subscription cost in prevented stockouts and smarter reorders within 90 days of your first paid charge, you are entitled to a full refund of all fees paid during that period.
Eligibility exclusions. The 90-Day ROI Guarantee does not apply to customers who:
- Did not connect a store, sync inventory data, or actively use core platform features (demand forecasting, reorder recommendations, or low-stock alerts) during the 90-day period; or
- 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.
How to claim. To request a refund under this guarantee, email support@replenishradar.com within 90 days of your first paid charge with your account details and a description of your usage during the guarantee period. We will review your claim and respond within 5 business days. Approved refunds will be issued to your original payment method. This guarantee may be claimed only once per customer account.
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
- 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 legal@replenishradar.com 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.
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 and in any event within 72 hours of becoming aware of the breach, to the extent required by applicable law. Notification will be sent to your registered email address.
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. Beta Features
We may make certain features or functionality available on a beta or early-access basis ("Beta Features"). Beta Features are provided "as is" without warranty of any kind and may be modified, suspended, or discontinued at any time without notice. Beta Features are excluded from any service level commitments and the liability limitations in these Terms apply in full to your use of Beta Features.
12. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant:
- 100% accuracy of forecasts or recommendations (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 (Amazon, Shopify) will always be available or function as expected
- That defects will be corrected
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, OR SUPPLIERS BE LIABLE FOR:
- Lost profits, revenue, data, goodwill, or business opportunities
- Indirect, incidental, special, consequential, or punitive damages
- Damages exceeding the total amount paid by you to ReplenishRadar in the twelve (12) months immediately preceding the claim
- Decisions made based on forecasts, recommendations, or alerts provided by the Service
- Any interruption, suspension, or termination of the Service or third-party integrations
These limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if ReplenishRadar has been advised of the possibility of such damages. Some jurisdictions do not allow limitation of incidental or consequential damages, so the above may not apply to you.
14. Indemnification
You agree to indemnify, defend, and hold harmless ReplenishRadar, Inc. and its officers, directors, employees, agents, and suppliers from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:
- Your access to or use of the Service
- Your violation of these Terms
- Your violation of any applicable law or third-party rights
- Your Customer Data, including any claim that it infringes a third party's intellectual property or privacy rights
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) or 9 (Intellectual Property)
- Payment is overdue by more than 30 days
- We are required to do so by law or a regulatory authority
- Continued provision of the Service would expose us to legal liability
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 privacy@replenishradar.com
- 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
The following sections survive termination: 7 (Customer Data and Privacy), 9 (Intellectual Property), 10 (Feedback), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 15 (Termination, effect and survival provisions), 19 (Governing Law), and 20 (General Provisions).
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/terms with 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
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, economic sanctions programs, anti-corruption and anti-bribery laws, and any laws governing the collection and use of personal data. You agree not to use the Service in or for the benefit of any country, entity, or individual subject to applicable trade sanctions.
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 law principles.
Before initiating any legal proceeding, each party agrees to attempt to resolve disputes informally by contacting the other party in writing and providing 30 days to respond and attempt resolution. If informal resolution fails, disputes shall be resolved exclusively in the state or federal courts located in Colorado, and each party consents to personal jurisdiction in those courts.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
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
These Terms, together with our Privacy Policy and any applicable Order Forms or supplemental agreements, constitute the entire agreement between you and ReplenishRadar regarding the Service and supersede all prior agreements, representations, and understandings, whether written or oral.
Notices
Notices to you will be sent to your registered email address. Notices to us must be sent to legal@replenishradar.com 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. Contact
For questions about these Terms, contact us at: legal@replenishradar.com
ReplenishRadar, Inc.
legal@replenishradar.com