RESTOCK NOTIFY — TERMS OF SERVICE

Effective Date: 2026-06-01 Last Updated: 2026-06-01 Operator: Austin Kearney d/b/a "Restock Notify" ("Restock Notify," "we," "us," or "our") Contact: [email protected]

PLAIN-LANGUAGE NOTE (informational only — not part of the binding text). This is a binding legal contract between Restock Notify and the business that creates a subscriber account ("you" / "Subscriber"). It is intentionally drafted in favor of the Operator. You should read every section before clicking "I agree." If you have an attorney, run this past them before signing — we are not your attorney and this document is not legal advice to you.

The two unusual provisions you should pay particular attention to are: - Section 7 (Customer Data License) — you grant Restock Notify broad rights to use, retain, aggregate, and commercially exploit the data you upload about your own customers. - Section 14 (Binding Arbitration & Class Waiver) — disputes go to confidential arbitration; you waive class-action and jury-trial rights.

1. ACCEPTANCE; DEFINITIONS

1.1 Acceptance

By (a) clicking "I agree," (b) creating an Account, (c) paying any Fee, or (d) using any part of the Service, you represent that (i) you are at least eighteen (18) years of age, (ii) you have authority to bind the Subscribing Entity, and (iii) you have read, understood, and agree to be bound by this Agreement, the Privacy Policy (incorporated by reference), and any Order Form, Statement of Work, or schedule referenced herein (collectively, the "Agreement"). If you do not agree, do not use the Service.

1.2 Defined Terms

The following capitalized terms have the meanings below; additional terms are defined inline.

2. THE SERVICE; LICENSE GRANT

2.1 Grant

Subject to Subscriber's continuous compliance with this Agreement and timely payment of Fees, Restock Notify grants Subscriber a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Service during the Term solely for Subscriber's internal business operations. All rights not expressly granted are reserved.

2.2 Service Modifications

Restock Notify may, at any time and in its sole discretion, modify, suspend, retire, replace, or discontinue any feature, integration, model version, pricing tier, or component of the Service, with or without notice. Restock Notify will use commercially reasonable efforts to provide thirty (30) days' notice of materially adverse changes, but is under no obligation to do so where modification is required for security, legal compliance, or vendor-driven changes (including changes by third-party AI model providers, payment processors, or telecommunications carriers).

2.3 Beta Features

Features marked "beta," "preview," "experimental," "early access," or similar are provided AS IS and AS AVAILABLE, may be withdrawn at any time, are excluded from any SLA, warranty, or indemnity, and are not subject to the security commitments of Section 8.

2.4 Third-Party Integrations

The Service interoperates with third-party providers (including, without limitation, Stripe, Twilio, Anthropic, Meta Platforms, Google, Amazon Web Services, Cloudflare, and SMTP relays selected by Subscriber). Restock Notify is not responsible for any third-party service, and Subscriber's use of any third-party service is governed solely by that provider's terms. Restock Notify may add, replace, or remove third-party providers at any time.

2.5 AI Output Disclaimer

The Service includes AI-generated outputs (collectively, "AI Output"), including via the ATLAS assistant. AI Output may be inaccurate, incomplete, biased, defamatory, infringing, or otherwise inappropriate. Restock Notify does not warrant the accuracy, fitness, originality, or legality of AI Output. Subscriber is solely responsible for reviewing AI Output before relying on it, sending it to End Customers, transmitting it to ad platforms, or otherwise acting on it. Subscriber acknowledges that identical prompts may produce different outputs across model versions and that Restock Notify is not obligated to preserve prior model versions.

3. ACCOUNTS; AUTHORIZED USERS

3.1 Account Security

Subscriber is solely responsible for (a) maintaining the confidentiality of credentials, (b) all activity occurring under its Account, whether or not authorized by Subscriber, and (c) promptly notifying Restock Notify of any suspected compromise. Restock Notify is not liable for any loss arising from Subscriber's failure to safeguard credentials or to enable available security features (including but not limited to multi-factor authentication, IP allowlisting, and audit-log review).

3.2 Authorized Users

Subscriber may permit Authorized Users to access the Service under its Account. Subscriber is jointly and severally liable for the acts and omissions of each Authorized User as if they were Subscriber's own. Subscriber represents that each Authorized User has been informed of, and agrees to, this Agreement.

3.3 Accurate Information

Subscriber will provide accurate, current, and complete registration, billing, and tax information and will keep it updated. Restock Notify may suspend or terminate the Account for false, incomplete, or fraudulent information.

4. FEES; TAXES; AUTO-RENEWAL

4.1 Fees

Subscriber will pay all Fees set forth on the applicable pricing page, Order Form, or in-app checkout flow at the rates then in effect. Fees are quoted in U.S. dollars, are exclusive of Taxes, and are non-refundable except as expressly stated in this Agreement.

4.2 Auto-Renewal

Each subscription automatically renews for successive periods of equal length unless cancelled at least twenty-four (24) hours before the end of the then-current period, through the Account billing page. By providing a payment method, Subscriber authorizes Restock Notify (and its payment processor) to charge that method for all Fees on each renewal at the then-current rate.

4.3 Price Changes

Restock Notify may modify pricing at any time. Price changes apply to renewals occurring at least thirty (30) days after notice (which may be by in-app banner, email, or pricing-page update). Continued use after a price change constitutes acceptance.

4.4 Failed Payment

If a payment fails, Restock Notify may (a) retry the charge, (b) suspend the Account, (c) downgrade Subscriber to the free tier, (d) delete data exceeding free-tier caps, and (e) recover collection costs (including reasonable attorneys' fees).

4.5 Taxes

"Taxes" means any sales, use, value-added, goods-and-services, withholding, or similar taxes other than taxes on Restock Notify's net income. Subscriber will pay all Taxes or, if Restock Notify has a legal obligation to collect, will pay them in addition to the Fees.

4.6 Disputes; Chargebacks

Subscriber must dispute any Fee in writing within thirty (30) days of the charge. Charges not disputed within that period are conclusively deemed accurate. Initiating a chargeback for any Fee that Subscriber has not first disputed in writing is a material breach of this Agreement, entitles Restock Notify to immediate termination, and obligates Subscriber to reimburse all related costs (including chargeback fees and time billed at $250/hour).

4.7 No Refunds

EXCEPT AS REQUIRED BY APPLICABLE NON-WAIVABLE LAW, ALL FEES ARE NON-REFUNDABLE, IN WHOLE OR IN PART, FOR ANY REASON INCLUDING PARTIAL-MONTH USE, UNUSED CAPACITY, OR DOWNGRADE.

5. ACCEPTABLE USE

Subscriber will not, and will not permit any third party to:

(a) reverse engineer, decompile, disassemble, or attempt to derive source code of the Service except to the limited extent applicable law expressly permits despite this restriction;

(b) circumvent any usage limit, feature gate, rate limit, or technical protection measure;

(c) resell, sublicense, white-label, time-share, or otherwise commercially exploit the Service for the benefit of any third party other than End Customers in the ordinary course of Subscriber's own business;

(d) use the Service to send any unsolicited commercial communication ("spam"), to message any recipient who has not affirmatively opted in under applicable law (including the CAN-SPAM Act, TCPA, CASL, GDPR, and ePrivacy Directive), or to make any communication that is unlawful, deceptive, defamatory, harassing, or that violates any third-party right;

(e) upload, transmit, or process (i) sensitive categories of personal data (including without limitation Social Security numbers, government-issued ID numbers, payment card numbers other than via the integrated Stripe checkout, biometric or genetic data, precise geolocation, login credentials, sexual orientation, religious belief, racial or ethnic origin, trade-union membership, health or medical information, or information of minors known to be under thirteen) absent a separate Data Processing Addendum executed by Restock Notify; (ii) data subject to HIPAA, GLBA, FERPA, COPPA, ITAR, EAR, or PCI-DSS scope beyond the Stripe-tokenized flow; or (iii) any data Subscriber lacks the right or consent to upload;

(f) use the Service to develop a competing product or to benchmark against the Service for the purpose of producing publicly available reports;

(g) use any automated means (bot, crawler, scraper) other than the Service's documented APIs;

(h) interfere with, probe, or test the vulnerability of the Service without prior written authorization from Restock Notify under a coordinated-disclosure or bug-bounty arrangement;

(i) introduce or transmit malware, viruses, worms, Trojan horses, or any code of a destructive or surveillant nature;

(j) impersonate any person or entity, misrepresent affiliation, or forge headers; or

(k) use the Service in violation of any applicable law, regulation, court order, or third-party right anywhere in the world.

Restock Notify may, at any time and without prior notice, suspend, throttle, quarantine, or remove any content or Account that Restock Notify in its sole judgment believes violates this Section 5.

6. SUBSCRIBER DATA; OWNERSHIP

6.1 As Between the Parties

As between Subscriber and Restock Notify, Subscriber retains all right, title, and interest in and to Subscriber Data, subject to the broad license granted in Section 7 below. Restock Notify retains all right, title, and interest in and to the Service, the Documentation, all underlying technology, all derivative works of the foregoing, all feedback Subscriber provides (which is hereby assigned to Restock Notify), Aggregated Data, and all intellectual property of any kind embodied in the Service.

6.2 Subscriber Representations

Subscriber represents and warrants that:

(a) Subscriber has all rights, consents, opt-ins, and lawful bases necessary to upload Customer Data to the Service and to authorize Restock Notify's processing thereof under this Agreement, including under GDPR Articles 6 and 9, CCPA/CPRA, CASL, the TCPA, and any other applicable privacy or consumer-protection law in every jurisdiction in which Subscriber operates or in which any End Customer resides;

(b) every End Customer whose personal data Subscriber uploads has received notice, in a form compliant with applicable law, of (i) the categories of data collected, (ii) the purposes of processing, (iii) Subscriber's use of third-party processors including Restock Notify, (iv) the right to withdraw consent, and (v) the right to lodge a complaint with a supervisory authority;

(c) Customer Data and Subscriber's instructions to the Service do not and will not infringe, misappropriate, or violate any third-party right or any applicable law;

(d) Subscriber has implemented and will maintain reasonable administrative, technical, and physical safeguards on its own systems sufficient to protect any export, backup, or downloaded copy of Customer Data; and

(e) Subscriber has and will maintain a publicly available privacy notice to End Customers that complies with applicable law and that expressly contemplates the Service.

6.3 Subscriber Indemnity for Data

Subscriber will defend, indemnify, and hold harmless Restock Notify and its officers, directors, employees, agents, successors, and assigns (each a "Restock Notify Indemnitee") from and against any and all third-party claims, demands, actions, proceedings, judgments, settlements, fines, penalties, losses, costs, and expenses (including reasonable attorneys' fees and expert costs) arising out of or relating to (i) Subscriber's breach of Section 6.2, (ii) any claim by an End Customer concerning the collection or use of Customer Data, (iii) any allegation that Customer Data infringes any third-party right, and (iv) any regulatory inquiry, audit, or enforcement action concerning Customer Data.

7. CUSTOMER DATA LICENSE TO RESTOCK NOTIFY (Material Provision)

READ THIS SECTION CAREFULLY. IT GRANTS RESTOCK NOTIFY BROAD RIGHTS TO USE, RETAIN, COMBINE, AND COMMERCIALIZE DATA YOU UPLOAD ABOUT YOUR OWN CUSTOMERS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

7.1 License Grant

Subscriber hereby grants Restock Notify a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers), perpetual, irrevocable (except as set out in Section 7.5 below), and transferable license to host, store, copy, transmit, display, perform, process, analyze, derive insight from, train and improve machine-learning and statistical models using, generate Aggregated Data from, and otherwise use Customer Data and any other Subscriber Data, for any of the following purposes:

(a) to provide, operate, secure, monitor, and improve the Service for Subscriber and other subscribers;

(b) to develop, train, evaluate, fine-tune, prompt-engineer, and improve any current or future machine-learning model, recommendation engine, classifier, scoring system, or generative-AI feature, whether or not such model is incorporated into the Service;

(c) to produce Aggregated Data and to use, license, sell, sublicense, publish, or otherwise commercialize Aggregated Data without restriction and without obligation to Subscriber;

(d) to detect, investigate, prevent, and respond to fraud, abuse, security incidents, and violations of this Agreement;

(e) to comply with legal obligations, respond to lawful process, and enforce or defend Restock Notify's rights;

(f) to generate benchmarks, industry reports, market-intelligence products, and white-paper or marketing material, provided that any such public output uses only Aggregated Data; and

(g) to conduct internal research, business analytics, and product planning.

7.2 Scope of License

The license in Section 7.1 (i) extends to all Customer Data uploaded before, during, and after the Term; (ii) survives termination, suspension, downgrade, account deletion, and any export request, except with respect to use cases (a) and (g) above, which terminate ninety (90) days after deletion of the Account under Section 12.5; (iii) extends to Restock Notify's successors, assigns, and acquirers (including in any merger, acquisition, asset sale, or financing); and (iv) is paid for solely by the Fees and the value of the Service rendered to Subscriber.

7.3 De-Identification Standard

Restock Notify will use commercially reasonable efforts to de-identify Customer Data before incorporating it into Aggregated Data, including by stripping direct identifiers and applying generalization or noise-injection techniques where appropriate. Restock Notify makes no representation that Aggregated Data is irreversibly de-identified, and Subscriber acknowledges that no de-identification technique provides absolute guarantee against re-identification.

7.4 Model Training Specifics

Without limiting Section 7.1, Subscriber expressly acknowledges and consents that Restock Notify may use Customer Data, prompts, responses, chat history, sticky notes, pinned facts, reminders, and templates to train, fine-tune, evaluate, and improve any model — including by transmitting such data to third-party AI providers acting as sub-processors under contractual confidentiality obligations no less protective than those imposed on Restock Notify in this Agreement. Subscriber may opt out of model-training use by submitting a written request to the contact email above, effective upon written acknowledgment by Restock Notify; opt-out is prospective only and does not affect data already incorporated into any model.

7.5 Limited Revocation

The license in Section 7.1 may be terminated (i) for Aggregated Data already created — never; (ii) for direct-identifier use cases — by Subscriber's written request, prospectively only, no later than thirty (30) days after receipt; and (iii) for use cases (a) and (g) — automatically ninety (90) days after Account deletion. For clarity, Restock Notify is not obligated to delete copies retained in backups, audit logs, or AI-model weights.

7.6 No Sale of Direct Identifiers

Restock Notify will not "sell" (as defined under CCPA/CPRA) Customer Data containing direct identifiers. Aggregated Data is not, by definition, "personal information" and is not subject to this restriction.

7.7 Restock Notify as Service Provider / Processor

Solely with respect to Customer Data processed for purposes (a), (d), and (e) of Section 7.1, Restock Notify acts as Subscriber's "service provider" under CCPA/CPRA and "processor" under GDPR. For all other purposes — including Sections 7.1(b), (c), (f), and (g) — Restock Notify acts as an independent "business" or "controller" with respect to Aggregated Data and de-identified data, and is not subject to the processor-side obligations for such uses.

8. SECURITY

8.1 Safeguards

Restock Notify will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Subscriber Data against unauthorized access, use, disclosure, alteration, and destruction. Restock Notify may update its specific safeguards from time to time without notice provided the overall level of protection is not materially diminished.

8.2 Incident Notification

Restock Notify will notify Subscriber without undue delay, and in any event within seventy-two (72) hours of confirmation, of any "Security Incident," meaning unauthorized access to, acquisition of, or disclosure of Customer Data that compromises the security, confidentiality, or integrity of Customer Data. Notification will be made by email to the address on file. Subscriber is responsible for keeping that email address current; notice to a stale address is deemed delivered.

8.3 Subscriber Responsibilities

Subscriber is responsible for: (a) configuring its Account securely (including enabling multi-factor authentication on every Authorized User); (b) controlling access to its credentials; (c) reviewing audit logs; (d) restricting Customer Data uploads to data within the scope of Section 5(e); and (e) all consequences of any failure to do so. Restock Notify is not liable for any Security Incident arising primarily from Subscriber's failure to follow this Section 8.3.

8.4 Sub-processors

Restock Notify may engage sub-processors to deliver the Service. The current sub-processor list is set out in the Privacy Policy. Restock Notify will impose obligations on each sub-processor that are no less protective of Customer Data than those in this Agreement.

9. PRIVACY; INTERNATIONAL TRANSFERS

The Privacy Policy at the URL stated in the Documentation forms part of this Agreement and describes Restock Notify's data-handling practices in more detail. Subscriber consents to international transfers of Subscriber Data to the United States and to any country in which Restock Notify or any sub-processor operates. Where required by applicable law, the parties will execute standard contractual clauses or equivalent mechanisms.

10. CONFIDENTIALITY

Each party will protect the other's 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 reasonable care. "Confidential Information" excludes information that is or becomes public through no fault of the receiving party, was rightfully known without confidentiality obligation, was independently developed, or is rightfully received from a third party without confidentiality obligation. Either party may disclose Confidential Information as required by law provided it gives the other party reasonable prior notice (where lawful) and cooperates in seeking protective treatment. The Service and its Documentation are Restock Notify's Confidential Information.

11. WARRANTIES; DISCLAIMERS

11.1 Mutual

Each party represents that it has full corporate power and authority to enter into and perform this Agreement.

11.2 DISCLAIMER

EXCEPT AS EXPRESSLY STATED IN SECTION 11.1, THE SERVICE, AI OUTPUT, AGGREGATED DATA, AND ALL OTHER MATERIALS PROVIDED BY RESTOCK NOTIFY ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. RESTOCK NOTIFY MAKES NO WARRANTY THAT AI OUTPUT WILL BE ACCURATE, APPROPRIATE, ORIGINAL, OR NON-INFRINGING. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM RESTOCK NOTIFY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

11.3 SLA

Restock Notify provides no service-level agreement except as expressly published in writing and signed by an officer of Restock Notify. Uptime targets shown in marketing material are aspirational and non-binding.

12. TERM; SUSPENSION; TERMINATION

12.1 Term

This Agreement commences upon Subscriber's first acceptance under Section 1.1 and continues until terminated under this Section 12.

12.2 Suspension

Restock Notify may suspend the Account, in whole or in part, immediately and without prior notice, if Restock Notify reasonably believes that (a) Subscriber has breached this Agreement, (b) Subscriber's use of the Service poses a security, legal, or reputational risk, (c) any Fee is overdue, (d) any chargeback or payment reversal has been initiated, or (e) suspension is required by law or by a third-party provider.

12.3 Termination for Convenience

Restock Notify may terminate this Agreement and the Account at any time for any reason or no reason on thirty (30) days' notice. Subscriber may terminate at any time by canceling the subscription in the Account billing page; cancellation takes effect at the end of the then-current paid period.

12.4 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party (i) materially breaches this Agreement and fails to cure within fifteen (15) days after written notice (no cure period for breaches of Sections 5, 6.2, 7, or 10), or (ii) becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of a bankruptcy filing not dismissed within sixty (60) days.

12.5 Effect of Termination

Upon termination: (a) Subscriber's right to access the Service ends; (b) any unpaid Fees become immediately due; (c) the parties' obligations under Sections 4 (accrued amounts), 6, 7, 8.4, 9, 10, 11.2, 12.5, 13, 14, 15, 16, 17, and 18 survive. Restock Notify may delete Subscriber Data ninety (90) days after termination; Subscriber is solely responsible for exporting any data it wishes to retain before that deletion window expires.

13. LIMITATION OF LIABILITY

13.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST GOODWILL, LOST DATA, OR THE COST OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RESTOCK NOTIFY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE LESSER OF (A) THE FEES ACTUALLY PAID BY SUBSCRIBER TO RESTOCK NOTIFY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT EXPAND THIS CAP.

13.3 Carve-Outs

The exclusions and caps in Sections 13.1 and 13.2 do not apply to (a) Subscriber's payment obligations, (b) Subscriber's indemnification obligations in Sections 6.3 and 15, (c) Subscriber's breach of Sections 5 or 10, or (d) any liability that cannot be excluded or limited under applicable non-waivable law.

13.4 Basis of the Bargain

Subscriber acknowledges that the Fees reflect the allocation of risk in this Section 13 and that Restock Notify would not enter into this Agreement without these limitations.

14. DISPUTE RESOLUTION — BINDING ARBITRATION; CLASS WAIVER (Material Provision)

READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES THROUGH INDIVIDUAL, CONFIDENTIAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

14.1 Informal Resolution

Before initiating arbitration, the parties will attempt in good faith to resolve any dispute through a thirty (30)-day informal discussion commenced by written notice describing the dispute and the proposed resolution.

14.2 Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Service, or the parties' relationship, that is not resolved under Section 14.1 will be resolved exclusively by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules then in effect, before a single arbitrator. The seat of arbitration is New York County, New York, United States. Arbitration will be conducted in English. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

14.3 Class Waiver

THE PARTIES MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MULTIPLE CLAIMANTS WITHOUT THE WRITTEN CONSENT OF BOTH PARTIES.

14.4 Carve-Outs

Either party may (a) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or rights under Section 7, and (b) bring an individual action in small-claims court for any dispute that qualifies. The filing of such an action does not waive arbitration of any other claim.

14.5 30-Day Right to Opt Out

Subscriber may opt out of this Section 14 by emailing the contact address above within thirty (30) days of first acceptance of this Agreement, stating Subscriber's legal name, Account email, and a clear statement of intent to opt out. Opting out does not affect any other provision of this Agreement.

14.6 Confidentiality

Except as required by law, the existence, content, and outcome of any arbitration is confidential.

14.7 Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the State of New York, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

15. INDEMNIFICATION BY SUBSCRIBER

In addition to Section 6.3, Subscriber will defend, indemnify, and hold harmless each Restock Notify Indemnitee from and against any third-party claim arising out of or relating to (a) Subscriber's or any Authorized User's use of the Service in violation of this Agreement or applicable law, (b) any AI Output that Subscriber sent, published, transmitted, or otherwise acted on, (c) any communication (email, SMS, portal message, ad creative, or otherwise) sent by, through, or at the direction of Subscriber, and (d) any allegation that Subscriber's business, products, or services infringe, defame, or otherwise injure any person or entity. Restock Notify will (i) promptly notify Subscriber of any covered claim, (ii) grant Subscriber sole control of the defense and settlement (provided no settlement imposes any obligation on Restock Notify without its prior written consent), and (iii) provide reasonable cooperation at Subscriber's expense.

16. EXPORT; SANCTIONS; ANTI-CORRUPTION

Subscriber will comply with all applicable export-control, sanctions, and anti-corruption laws (including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, OFAC sanctions, and the Foreign Corrupt Practices Act). Subscriber represents that neither Subscriber nor any Authorized User is on any U.S. or other governmental restricted-party list, located in any sanctioned jurisdiction, or controlled by any such person.

17. PUBLICITY; REFERENCE RIGHTS

Subscriber grants Restock Notify the right to identify Subscriber as a customer (including by use of name and logo) on Restock Notify's website, marketing materials, customer lists, and investor materials, until Subscriber opts out by written notice.

18. MISCELLANEOUS

18.1 Entire Agreement

This Agreement (together with the Privacy Policy and any executed Order Form or addendum) is the entire agreement between the parties and supersedes all prior or contemporaneous communications, proposals, or agreements concerning its subject matter. Any pre-printed terms on a purchase order or other ordering document are rejected and of no effect.

18.2 Order of Precedence

In the event of conflict: (a) executed Order Form, (b) this Agreement, (c) Privacy Policy, (d) Documentation.

18.3 Modifications

Restock Notify may modify this Agreement at any time by posting an updated version. Material changes are effective on the date stated; continued use after that date constitutes acceptance. If Subscriber does not accept a material change, Subscriber's sole remedy is to terminate as set out in Section 12.3.

18.4 Assignment

Subscriber may not assign or transfer this Agreement, by operation of law or otherwise, without Restock Notify's prior written consent; any prohibited assignment is void. Restock Notify may freely assign, including in connection with a merger, acquisition, sale of assets, financing, or change of control. Subject to the foregoing, this Agreement binds and benefits the parties' permitted successors and assigns.

18.5 No Waiver; Severability

A failure to enforce any provision is not a waiver. If any provision is held unenforceable, the remainder of the Agreement remains in effect, and the unenforceable provision will be reformed to the minimum extent necessary to render it enforceable.

18.6 Notices

Notices to Restock Notify must be sent to the contact email at the top of this Agreement; notices to Subscriber may be sent to the Account email on file. Notices are effective on delivery.

18.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment, or fiduciary relationship.

18.8 Force Majeure

Neither party is liable for any failure or delay in performance (other than payment) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, internet or cloud-provider outage, AI-provider service degradation, or governmental action.

18.9 Government End Users

The Service is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202.

18.10 Headings

Headings are for convenience only and do not affect interpretation.

18.11 Counterparts; Electronic Signatures

This Agreement may be accepted in counterparts and by electronic means; electronic acceptance is the equivalent of a handwritten signature.

BY CLICKING "I AGREE" OR USING THE SERVICE, SUBSCRIBER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT AND THE PRIVACY POLICY.

Disclaimer to Austin: I am Claude, an AI assistant, not your lawyer. The above is a template that aggressively allocates risk in favor of Restock Notify. It is not legal advice. Before relying on this for any paying subscriber, you need an attorney in your jurisdiction to (a) localize it (especially for the EU, UK, and California, which all have non-waivable consumer protections that override parts of this template), (b) confirm the arbitration clause and class-action waiver are enforceable for the buyer profile you're targeting (some U.S. states have restricted these for small businesses), (c) confirm Section 7 (the broad data license) holds up under GDPR Articles 6 and 9 if you ever sell to EU customers, and (d) make sure the document is signed off by Stripe / Twilio / Anthropic where their sub-processor terms flow through to your subscribers. A short engagement with a tech-startup attorney (~2–3 hours of their time) is the right move before you flip this live.