Terms of Service

1. Agreement to these terms

These Terms of Service (the "Terms") are an agreement between Brand WebApps LLC ("Brand WebApps," "we," "us," or "our") and the person or organization that accesses or uses Replenor ("you" or "your"). Replenor is a product of Brand WebApps LLC. By installing, accessing, or using Replenor and its related services (the "Service"), you agree to these Terms. If you use the Service for an organization, you represent that you have authority to bind that organization.

Your use of Shopify remains subject to your separate agreement with Shopify. If you do not agree to these Terms, do not install or use the Service.

2. Eligibility and accounts

You must be legally able to enter into a binding agreement and must provide accurate account and store information. You are responsible for activity under your account, for maintaining the security of your credentials, and for ensuring that each user has appropriate authority and access. Notify us promptly at [email protected] if you suspect unauthorized access.

3. The Service

Replenor provides inventory, forecasting, supplier, purchasing, fulfillment, dropshipping, receiving, and related operational tools for Shopify merchants. Forecasts, reorder quantities, and other recommendations are informational decision-support outputs. You are responsible for reviewing them and for all purchasing, inventory, fulfillment, and business decisions made using the Service.

We may improve, modify, add, or discontinue features. We will use reasonable efforts to provide notice when a material change significantly reduces core paid functionality.

4. Acceptable use

You may use the Service only for lawful business purposes and in compliance with Shopify's requirements. You may not:

• access or use the Service without authorization, or help another person do so;
• interfere with the Service, bypass security or usage controls, or probe for vulnerabilities without written permission;
• upload malicious code or use the Service to violate another person's rights;
• reverse engineer or attempt to derive source code except where applicable law expressly permits it;
• resell, sublicense, or provide the Service to third parties except as expressly authorized; or
• use the Service or its outputs to develop or train a competing product or model.

5. Merchant data and privacy

You retain ownership of the data you or your authorized Shopify store provides to the Service ("Merchant Data"). You grant us the limited rights needed to host, process, transmit, and otherwise use Merchant Data to provide, secure, support, and improve the Service and to meet legal and Shopify platform obligations.

You are responsible for having the rights and permissions necessary for Merchant Data and for giving legally required notices to your customers and users. Our collection and handling of personal information is described in the Replenor Privacy Policy.

6. Fees, subscriptions, and cancellation

Paid plans, pricing, billing periods, trials, and applicable taxes are presented through Shopify or the Service before purchase. Shopify may process charges under its billing terms. Unless otherwise stated at purchase, subscriptions renew for successive billing periods until canceled. You may cancel through Shopify, and cancellation takes effect according to the terms shown at purchase. Except where required by law or expressly stated otherwise, fees already charged are non-refundable.

7. Third-party services

The Service depends on Shopify and may interoperate with other third-party services. Those services are governed by their own terms and policies. We are not responsible for third-party services, their availability, or changes they make. Service functionality may be affected if your access to Shopify or another required service ends.

8. Intellectual property

The Service, including its software, design, text, graphics, trademarks, and other content, is owned by Brand WebApps LLC or its licensors and is protected by intellectual-property laws. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for your internal business operations during your subscription.

If you provide feedback, you grant us a perpetual, worldwide, royalty-free right to use it without restriction or obligation to you.

9. Suspension and termination

You may stop using the Service at any time. We may suspend or terminate access if you materially breach these Terms, fail to pay applicable fees, create a security or legal risk, or if Shopify or another required platform restricts the integration. When reasonable, we will provide notice and an opportunity to cure. Provisions that by their nature should survive termination will survive, including ownership, disclaimers, limitations of liability, indemnification, and dispute provisions.

10. Disclaimers

To the fullest extent permitted by law, the Service is provided "as is" and "as available." We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and that the Service will be uninterrupted, error-free, or produce any particular business result. Forecasts and recommendations may be affected by incomplete, delayed, or inaccurate source data.

11. Limitation of liability

To the fullest extent permitted by law, Brand WebApps LLC and its affiliates, officers, employees, and suppliers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, data, or business interruption, arising from or related to the Service or these Terms.

To the fullest extent permitted by law, our total liability arising from or related to the Service or these Terms will not exceed the greater of $100 or the fees you paid for the Service during the 12 months before the event giving rise to the claim. These limitations apply regardless of the legal theory and even if a remedy fails of its essential purpose.

12. Indemnification

You will defend, indemnify, and hold harmless Brand WebApps LLC and its affiliates, officers, employees, and suppliers from claims, damages, losses, and reasonable expenses arising from your Merchant Data, your violation of these Terms or applicable law, or your misuse of the Service.

13. Governing law

These Terms are governed by the laws of the State of Illinois, without regard to conflict-of-law principles. Except where applicable law requires otherwise, the state and federal courts located in Illinois will have exclusive jurisdiction over disputes arising from these Terms or the Service, and each party consents to their jurisdiction.

14. Changes to these terms

We may update these Terms from time to time. We will post the revised Terms with a new "Last updated" date and provide additional notice when required by law. Continuing to use the Service after updated Terms take effect constitutes acceptance of the updated Terms.

15. General

These Terms and any plan terms presented at purchase are the entire agreement concerning the Service and supersede prior agreements about it. If a provision is unenforceable, the remaining provisions remain in effect. A waiver must be in writing and does not waive a later breach. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, reorganization, or sale of assets.

16. Contact