Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Replengrove, Inc. ("the Company," "we," "us," or "our"), a company incorporated in the United States and headquartered at 80 South Eighth Street, Suite 900, Minneapolis, MN 55401. By accessing or using replengrove.com (the "Site") or the Replengrove inventory forecasting and replenishment platform (the "Service"), you agree to be bound by these Terms.

Replengrove provides independent multi-store retailers with store-level demand forecasting, automated replenishment order generation, and related tools. These Terms govern all use of the Service, including free trials, early-access participation, and paid subscriptions.

If you are accessing the Service on behalf of a company or organization, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not agree to these Terms, do not use the Service.

2. Use of the Service

2.1 Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is directed to businesses -- retail operators, buyers, and merchandising professionals -- not to individual consumers in a personal capacity.

2.2 Account Registration

You must provide accurate and complete information when registering an account. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. Notify us promptly at [email protected] if you suspect unauthorized access.

2.3 Permitted Use

You may use the Service solely for your internal business purposes -- specifically, to forecast demand and generate replenishment purchase orders for your retail store locations. You may not: resell or sublicense the Service; use it for competitive intelligence against the Company; use automated means to scrape or extract data beyond normal use; or use it for any unlawful purpose.

3. Your Data

You retain ownership of all POS data, inventory records, and purchase order data you submit to the Service ("Your Data"). You grant the Company a limited license to process Your Data solely to operate and deliver the Service to you. We do not use Your Data to train shared models or sell it to third parties. Your Data handling is further described in our Privacy Policy.

You represent that you have the right to submit Your Data to the Service and that doing so does not violate any third-party rights or applicable law.

4. Fees and Payment

Subscription fees, billing cycles, and payment terms are set out in the pricing schedule on the Site or in a separate order form. All fees are non-refundable except as required by applicable law or as expressly stated in a written agreement. The Company reserves the right to change pricing on 30 days' notice to subscribers. If you do not agree to a pricing change, your remedy is to cancel before the change takes effect.

5. Intellectual Property

The Company and its licensors own all right, title, and interest in the Service, including all algorithms, software, user interfaces, logos, and documentation. Nothing in these Terms transfers any such ownership to you. You receive a limited, non-exclusive, non-transferable license to use the Service as described in these Terms, which terminates upon the termination of your account.

6. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF FORECASTS OR RECOMMENDATIONS, AND NON-INFRINGEMENT. REPLENISHMENT RECOMMENDATIONS GENERATED BY THE SERVICE ARE SUGGESTIONS ONLY -- PURCHASING DECISIONS AND THEIR CONSEQUENCES REMAIN YOUR RESPONSIBILITY.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNTS YOU PAID THE COMPANY IN THE 12 MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service in violation of these Terms; (b) Your Data or any representation you made about it; or (c) your violation of any third-party rights.

9. Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Agreement to Arbitrate. You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service -- including questions about the existence, validity, or termination of this arbitration agreement -- shall be resolved exclusively by binding arbitration rather than in court, except that either party may seek injunctive or other equitable relief in a court for matters involving intellectual property rights or the unauthorized use of the Service.

Arbitration Procedures. Arbitration shall be conducted by a mutually agreed arbitration provider under its applicable rules, or, if no agreement is reached, by JAMS under its Streamlined Arbitration Rules. The arbitration shall take place in Minnesota, USA, unless the parties mutually agree otherwise. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver. YOU AND THE COMPANY EACH AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If for any reason this class waiver is found unenforceable, the entire arbitration provision shall be void and the parties shall resolve their dispute in court.

30-Day Opt-Out. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice to [email protected] with the subject line "Arbitration Opt-Out." Opting out does not affect other provisions of these Terms.

Small Claims. Either party may bring an individual action in small claims court for disputes within the court's jurisdiction.

10. Governing Law and Venue

These Terms are governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict-of-law provisions. For any dispute not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Minneapolis, Minnesota.

11. General Provisions

11.1 Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by posting a new effective date and, for subscribers, by email or in-product notice at least 14 days before the change takes effect. Continued use after the effective date constitutes acceptance.

11.2 Termination

Either party may terminate use of the Service at any time. We may suspend or terminate your account immediately if you breach these Terms. On termination, your license to use the Service ends; your data will be retained and deleted per the Privacy Policy.

11.3 Entire Agreement

These Terms, together with our Privacy Policy and any order forms, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements. If any provision is found unenforceable, the remaining provisions remain in full force.

11.4 Contact