Terms of Service

These Terms of Service ("Terms") are a binding agreement between Restock, Inc. ("Restock", "we", "us"), and the business that registers for or uses the Restock platform ("Customer", "you"). The Restock platform is a multi-tenant software-as-a-service application for beverage distribution, including route accounting, payments, contract management, distributor and territory management, and a brand marketplace (the "Service").

1. Acceptance and eligibility

By creating an account, clicking "I agree", or using the Service, you accept these Terms. The Service is offered solely for business and commercial use; it is not intended for personal, household, or consumer purposes. You represent that you are at least 18 years old, that you have authority to bind the Customer, and that the Customer is a legitimate business. If you do not agree, do not use the Service.

2. Definitions

• "Customer Data" means all data, content, and materials that Customer or its Users submit to or generate within the Service.
• "User" means an individual whom Customer authorizes to use the Service under Customer's account, such as an employee or contractor.
• "Workspace" / "Tenant" means the isolated environment provisioned for a Customer within the multi-tenant Service.
• "Order" means an online sign-up, order form, or subscription selection identifying the plan and fees.
• "Marketplace" means the brand listing and discovery features of the Service connecting suppliers and distributors.

3. Accounts and workspaces

You are responsible for configuring your Workspace, inviting and de-provisioning Users, assigning roles and permissions, and for all activity that occurs under your account. You must keep credentials confidential, use multi-factor authentication where available, and promptly notify us at security@restock.supply of any suspected unauthorized access. Each Workspace is logically isolated from other tenants (see our Security Overview).

4. Plans, fees, and billing

4.1 Plans

Restock offers the following plan tiers, each with the features and limits described at the point of purchase:

4.2 Billing via Stripe

Paid plans are billed through our payment processor, Stripe. By providing a payment method, you authorize Restock and Stripe to charge applicable fees. Restock does not store full payment card numbers.

4.3 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes based on Restock's net income.

4.4 Auto-renewal

Subscriptions automatically renew for successive periods equal to the prior term unless either party cancels before the renewal date. You may cancel auto-renewal in your billing settings; cancellation takes effect at the end of the current term.

4.5 Late payment and non-payment

Fees are due upon invoice or on the recurring charge date. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and we may suspend the Service for non-payment after reasonable notice. Except as required by law or expressly stated, fees are non-refundable.

5. Acceptable use

Your use of the Service must comply with our Acceptable Use Policy, which is incorporated by reference. Violations may result in suspension or termination.

6. Customer Data and ownership

As between the parties, Customer owns all right, title, and interest in Customer Data. You grant Restock a worldwide, non-exclusive, limited license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, secure, and improve the Service and as permitted by the Data Processing Agreement. We may use aggregated and de-identified data that does not identify you or any individual to operate and improve our products. You are responsible for the accuracy and legality of Customer Data and for having the necessary rights and consents to provide it.

7. Confidentiality

Each party may receive the other's confidential information. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and advisors with a need to know who are bound by confidentiality. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party, and do not prevent disclosure required by law.

8. Intellectual property

Restock and its licensors own all right, title, and interest in the Service, including software, design, and trademarks. Except for the limited right to use the Service under these Terms, no rights are granted to you. You may not copy, modify, reverse engineer, or create derivative works of the Service, except to the extent such restriction is prohibited by law. Feedback you provide may be used by Restock without restriction.

9. Third-party integrations

The Service may interoperate with third-party products and services, including route-accounting and distributor-ERP systems, QuickBooks, and Stripe. Such integrations are provided for convenience, are governed by the third party's own terms, and are made available "as is." Restock does not control and is not responsible for third-party products, and your use of them is at your own risk.

10. Marketplace terms

The Marketplace lets suppliers create brand listings and lets distributors discover them. Restock is a neutral venue: we do not guarantee any distribution, sales, placement, or business outcome resulting from a listing or connection. You are responsible for your listings and for any agreements you enter into with other parties. Optional Featured and Premium listing tiers are available for additional fees and provide enhanced visibility but no guarantee of results. Listings must be accurate and comply with the Acceptable Use Policy.

11. Service levels and support

We aim to make the Service available with high reliability and publish operational status in the Trust Center. Enterprise plans may include a separate service level agreement and dedicated support terms in an order form. Standard support is provided by email during business hours. Planned maintenance and emergency maintenance may cause temporary unavailability.

12. Warranties and disclaimers

Each party represents it has the authority to enter into these Terms. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, RESTOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO RESTOCK FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR CUSTOMER'S PAYMENT OBLIGATIONS, AND APPLY ONLY TO THE EXTENT PERMITTED BY LAW.

14. Indemnification

You will defend and indemnify Restock against third-party claims arising from your Customer Data, your use of the Service in violation of these Terms or law, or your Marketplace activity. Restock will defend and indemnify you against third-party claims that the Service, as provided by Restock, infringes a third party's intellectual property rights. The indemnifying party's obligations are conditioned on prompt notice, control of the defense, and reasonable cooperation.

15. Term and termination

These Terms remain in effect while you use the Service. Either party may terminate for material breach not cured within 30 days of written notice. You may cancel your subscription at any time, effective at the end of the current term. We may suspend or terminate for non-payment, violation of the Acceptable Use Policy, or as required by law. Upon termination, your right to use the Service ends. For a limited period after termination (typically 30 days), you may export Customer Data; thereafter we will delete or return it in accordance with the DPA. Provisions that by their nature should survive termination will survive.

16. Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Any dispute that cannot be resolved informally will be settled by binding arbitration administered under the rules of a recognized arbitration body, seated in Delaware, before a single arbitrator, except that either party may seek injunctive relief in court to protect intellectual property or confidential information. To the extent permitted by law, claims must be brought individually and not as part of a class or representative action. [Jurisdiction, arbitral body, and class-waiver enforceability to be confirmed with counsel.]

17. Modifications to the Terms

We may update these Terms from time to time. For material changes, we will provide notice through the Service or by email and update the "Last updated" date. Changes take effect upon posting or as stated in the notice. Your continued use after the effective date constitutes acceptance.

18. Miscellaneous

• Assignment. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets. We may assign freely.
• Force majeure. Neither party is liable for failures caused by events beyond its reasonable control.
• Entire agreement. These Terms, together with the DPA, AUP, and any order form, are the entire agreement and supersede prior agreements on the subject.
• Severability and waiver. If any provision is unenforceable, the rest remain in effect; failure to enforce a provision is not a waiver.
• Independent contractors. The parties are independent contractors; nothing creates a partnership or agency.
• Notices. Notices to Restock must be sent to legal@restock.supply.

19. Contact

Restock, Inc. — legal@restock.supply