This End User License Agreement governs access to and use of the RETAiLABS platform. It applies to authorized business users of RETAiLABS applications, artificial intelligence features, connected workflows, integrations, documentation, websites, interfaces, APIs, and related services. The Platform is provided by RETAiLABS ("RETAiLABS," "we," "us," or "our"). By accessing or using the Platform, you agree to this Agreement. If you do not agree, you must not access or use the Platform.

1 Eligibility and organizational use


The Platform is intended for business and professional use by individuals who are at least 18 years old.


If you access the Platform on behalf of an employer, customer, or other organization ("Customer"), you represent that you are authorized to use the Platform for that organization and to comply with this Agreement.


Your organization may have entered into a separate subscription agreement, master services agreement, order form, data processing agreement, or similar contract with RETAiLABS ("Customer Agreement"). If this Agreement conflicts with a Customer Agreement, the Customer Agreement will control to the extent of the conflict.

2 License grant


Subject to this Agreement and any applicable Customer Agreement, RETAiLABS grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Platform:


  • During the applicable subscription or authorization period;

  • Solely for the Customer's internal business purposes;

  • Only through the account and features authorized for you; and

  • In accordance with applicable documentation, usage limits, and laws.


The Platform is licensed, not sold. No ownership rights are transferred to you or the Customer.

3 Accounts and authorized users


You must provide accurate account information and keep it current. You are responsible for maintaining the confidentiality of your credentials and for activity conducted through your account.

You must not:


  • Share your credentials with another person;

  • Allow unauthorized individuals to access the Platform;

  • Circumvent account, role, tenant, usage, or security restrictions; or

  • Access another Customer's workspace or data without authorization.


You must promptly notify RETAiLABS at connect@retailabs.ai if you suspect unauthorized access, credential compromise, or another security incident involving your account.


Customer administrators may manage user access, permissions, integrations, content, and account settings. Your access may be modified or removed by the Customer or its administrators.



4 Permitted use


You may use the Platform to support authorized business activities, including retail and CPG planning, merchandising, inventory, pricing, promotions, revenue growth management, customer engagement, workforce operations, campaign management, reporting, knowledge management, and related decision workflows.


You remain responsible for determining whether the Platform and its outputs are appropriate for your organization's purposes.

5 Acceptable use restrictions


You may not use the Platform to:


  • Violate any applicable law, regulation, contractual obligation, or third-party right;

  • Upload or process information you are not authorized to use;

  • Infringe intellectual property, privacy, confidentiality, publicity, or other rights;

  • Introduce malware, harmful code, or content intended to disrupt the Platform;

  • Probe, scan, test, or bypass security or access controls without written authorization;

  • Reverse engineer, decompile, disassemble, copy, or attempt to derive the Platform's source code, models, algorithms, or underlying components, except where applicable law expressly permits it;

  • Scrape, systematically extract, or replicate Platform content or functionality;

  • Resell, sublicense, lease, or provide the Platform to unauthorized third parties;

  • Use the Platform or its outputs to develop or train a competing product, model, or service;

  • Misrepresent AI-generated material as independently verified fact;

  • Use the Platform to make unlawful discriminatory decisions;

  • Make decisions with legal or similarly significant effects on individuals without appropriate authorization, safeguards, and human review; or

  • Use the Platform in a manner likely to cause physical harm, financial fraud, unlawful surveillance, or other material harm.

6 Customer data and user content


"Customer Data" means data, documents, spreadsheets, prompts, messages, recordings, configurations, business rules, files, credentials, and other content submitted to or made available through the Platform by you, the Customer, or authorized integrations.


As between RETAiLABS and the Customer, the Customer retains its rights in Customer Data.

You grant RETAiLABS a limited right to host, copy, transmit, process, display, and otherwise use Customer Data as reasonably necessary to:


  • Provide and secure the Platform;

  • Execute requested workflows and integrations;

  • Generate requested analyses and outputs;

  • Provide support and troubleshoot issues;

  • Prevent fraud, abuse, and security incidents; and

  • Meet legal obligations.


You represent that you have all rights and permissions necessary to submit Customer Data and authorize its processing.

Unless expressly authorized by a Customer Agreement, do not submit regulated or highly sensitive information, including protected health information, payment-card data, government identification numbers, biometric identifiers, or sensitive personal data.


Processing of personal information is also governed by the RETAiLABS Privacy Policy and any applicable data processing agreement.

7 Artificial intelligence features and outputs


The Platform may use artificial intelligence, machine learning, statistical models, rules, external data, and Customer Data to generate recommendations, forecasts, classifications, summaries, plans, content, alerts, or other outputs ("AI Outputs").

AI Outputs may be incomplete, inaccurate, outdated, or inappropriate for a particular situation. Similar inputs may produce different outputs.


You acknowledge that:


  • AI Outputs are decision-support materials and not guaranteed facts or outcomes;

  • RETAiLABS does not guarantee increased revenue, margin, sales, availability, productivity, forecast accuracy, or other business results;

  • Customer Data quality, connected-system availability, configuration, assumptions, and external conditions can materially affect an output;

  • AI Outputs do not constitute legal, tax, accounting, medical, employment, safety, or other regulated professional advice; and

  • You and the Customer are responsible for reviewing and validating AI Outputs before relying on them or putting them into operation.


You must apply appropriate human review before using an AI Output to place orders, change prices, allocate labor, approve promotions, communicate with customers, initiate campaigns, modify inventory, make financial commitments, or perform another material business action.


Where the Platform allows automated execution, the Customer is responsible for configuring approval thresholds, permissions, guardrails, monitoring, and rollback procedures.



8 Integrations and third-party services


The Platform may connect with third-party systems such as ERP, POS, CRM, planning, supply-chain, communication, cloud-storage, identity, analytics, and AI services.


If you enable an integration, you authorize RETAiLABS and the applicable third-party provider to exchange information as necessary to provide the requested functionality.


Third-party services are governed by their own terms and privacy practices. RETAiLABS does not control and is not responsible for:


  • The availability, security, or performance of third-party services;

  • Changes made by third-party providers;

  • Third-party content or data accuracy; or

  • Losses caused by a third-party service outside RETAiLABS' reasonable control.


You are responsible for maintaining the accounts, permissions, licenses, and credentials required for integrations authorized by you or the Customer.

9 Shared links and external communications


Certain features may allow users to create links, documents, reports, presentations, messages, campaigns, or other materials that can be accessed by third parties.


You are responsible for:


  • Selecting appropriate recipients and access settings;

  • Confirming that shared materials do not disclose confidential or restricted information;

  • Reviewing AI-generated content before it is distributed; and

  • Disabling shared access when it is no longer required.


Anyone possessing an active public or tokenized link may be able to access its content. Do not create public links for sensitive information unless expressly authorized by the Customer.

10 Voice and communication features


If you use voice-agent, calling, recording, transcription, messaging, or meeting features, you are responsible for complying with all applicable notice, consent, recording, telemarketing, communications, and privacy laws.


You must obtain any consent required from call participants or message recipients. You must not use these features for unlawful impersonation, deception, harassment, spam, or unsolicited communications.


Transcriptions and voice-generated content may contain errors and must be reviewed before being treated as an authoritative record.

11 Ownership and intellectual property


RETAiLABS and its licensors retain all rights, title, and interest in and to the Platform, including its software, interfaces, workflows, models, designs, documentation, trademarks, and other technology.


Except for the limited license expressly granted by this Agreement, no rights are granted to you by implication, waiver, or otherwise.


Subject to the Customer Agreement and third-party rights, the Customer may use outputs generated through its authorized use of the Platform for its internal business purposes. RETAiLABS retains ownership of the Platform components, templates, methods, models, and underlying technology used to generate those outputs.

12 Feedback


If you submit suggestions, ideas, or other feedback about the Platform, you grant RETAiLABS a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or compensation.


This section does not grant RETAiLABS ownership of Customer Data.

13 Confidentiality


You may receive non-public information about RETAiLABS, the Platform, another Customer, or a third party. You must protect that information using reasonable care and use it only for authorized purposes.


You must not disclose confidential information except to individuals who are authorized to receive it or where disclosure is required by law.

14 Platform changes and availability


RETAiLABS may update, enhance, replace, or discontinue Platform features from time to time. We may perform maintenance or temporarily limit access for operational, security, or legal reasons.


Any service-level commitments are governed exclusively by the applicable Customer Agreement. Except as stated in that agreement, RETAiLABS does not guarantee uninterrupted or error-free availability.

15 Suspension and termination


RETAiLABS or the Customer may suspend or terminate your access if:


  • Your authorization ends;

  • You violate this Agreement;

  • Your use creates a security, legal, or operational risk;

  • Fees payable under an applicable Customer Agreement remain unpaid;

  • Suspension is required by law; or

  • The applicable Customer Agreement expires or is terminated.


Upon termination, your license ends immediately and you must stop using the Platform. Sections intended by their nature to survive termination, including ownership, confidentiality, disclaimers, limitations of liability, and dispute provisions, will remain effective.


Customer Data export, retention, and deletion will be handled in accordance with the Customer Agreement, applicable law, and RETAiLABS' data-retention practices.

16 Disclaimer of warranties


TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL AI OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE."


RETAiLABS DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.


RETAiLABS DOES NOT WARRANT THAT THE PLATFORM OR ITS OUTPUTS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPLETE, OR SUITABLE FOR EVERY BUSINESS DECISION.


Nothing in this Agreement excludes warranties or rights that cannot lawfully be excluded.

17 Limitation of liability


TO THE MAXIMUM EXTENT PERMITTED BY LAW, RETAiLABS AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS.


RETAiLABS' TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE FOR THE PLATFORM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.


These limitations apply regardless of the legal theory and even if RETAiLABS was advised that such damages were possible. They do not apply where liability cannot be limited under applicable law or where a controlling Customer Agreement provides otherwise.

18 Indemnification


To the extent permitted by law, you agree to indemnify and hold RETAiLABS harmless from third-party claims arising from your intentional misuse of the Platform, violation of this Agreement, unlawful submission or use of Customer Data, or infringement of third-party rights.


If you use the Platform on behalf of a Customer, indemnification obligations between RETAiLABS and that Customer will be governed by the applicable Customer Agreement.

19 Export controls and sanctions


You must comply with applicable export-control, trade, and sanctions laws. You may not access or use the Platform if doing so is prohibited by those laws or if you are located in, controlled by, or ordinarily resident in a prohibited jurisdiction.

20 Changes to this Agreement


We may update this Agreement to reflect changes to the Platform, law, security practices, or business operations.


We will post the updated Agreement and revise the effective date. Where required, we will provide additional notice. Your continued use after an updated Agreement becomes effective constitutes acceptance, except where applicable law or a Customer Agreement requires another form of consent.

21 Governing law and disputes


This Agreement is governed by the laws specified in the applicable Customer Agreement, without regard to conflict-of-law principles.


Disputes arising from this Agreement will be resolved in the forum specified in the applicable Customer Agreement. If no Customer Agreement applies, the governing law and forum will be determined under applicable law.


If a Customer Agreement contains different governing-law or dispute provisions, those provisions will control.

22 General terms


You may not assign this Agreement without RETAiLABS' prior written consent. RETAiLABS may assign this Agreement in connection with a merger, reorganization, acquisition, sale of assets, or by operation of law.


If any provision is found unenforceable, it will be modified only to the minimum extent necessary, and the remaining provisions will remain effective.


Failure to enforce a provision is not a waiver. This Agreement and any applicable Customer Agreement constitute the agreement governing your authorized use of the Platform.

23 Contact us


Questions about this Agreement may be directed to:

RETAiLABS
connect@retailabs.ai


For privacy-related questions, please review the RETAiLABS Privacy Policy at https://retailabs.ai/privacy or contact connect@retailabs.ai.