Archived version dated 2026-11-01. This is the current version. All versions

Restocked Subscription Terms

Version dated 2026-11-01

These Subscription Terms (the "Terms") govern access to and use of the Restocked platform. They apply to every Order Form that references them. "Restocked" means Arken, LLC d/b/a Restocked, a Delaware limited liability company. "Customer" means the entity named on the Order Form.

1. Agreement

  1. Structure. The agreement between Restocked and Customer (the "Agreement") consists of the signed Order Form, these Terms (including the service levels in Section 18), and any addendum the Order Form lists.
  2. Order of precedence. If documents conflict, this order applies: (a) the special terms on the Order Form; (b) the rest of the Order Form; (c) these Terms; (d) the support page at https://restockedapp.ai/support; (e) any approved estimate or statement of work. The support page governs only the support methods and contacts it lists.
  3. Version. The version of these Terms in effect on the Order Form date governs the Order Form until the end of its current Subscription Term.
  4. Updates. Restocked may publish updated Terms. An updated version applies to Customer from the start of Customer's next renewal term, provided Restocked gives Customer written notice of the update at least 30 days before that renewal; material changes will be identified in the notice. Every published version of these Terms remains available at https://restockedapp.ai/terms/archive. No update applies to Customer during a Subscription Term without Customer's written agreement.

2. Definitions

  • "Platform" means Restocked's hosted demand forecasting, replenishment and inventory planning software, the modules listed on the Order Form, its documentation, and any custom functionality Restocked provides to Customer.
  • "Customer Data" has the meaning in Section 9.1.
  • "Order Form" means an order document signed by both parties that references these Terms.
  • "Services Start Date" means the date stated as such on the Order Form.
  • "Subscription Term" means the Initial Term stated on the Order Form and each renewal term.
  • "Users" means Customer's and its Affiliates' employees and contractors whom Customer authorizes to use the Platform.
  • "Affiliate" means an entity that controls, is controlled by, or is under common control with a party.
  • "Business Hours" means 8:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding U.S. federal holidays.
  • "Fees" means the fees stated on the Order Form, as adjusted under these Terms.

3. The Platform

  1. Access. During the Subscription Term, Restocked grants Customer a limited, non-exclusive, non-transferable right for its Users to access and use the Platform for the internal business purposes of Customer and the Affiliates named on the Order Form.
  2. Users. The number of Users is unlimited unless the Order Form says otherwise. Customer is responsible for its Users' acts and omissions, for keeping credentials confidential, and for the user permissions it configures.
  3. Platform changes. Restocked may modify, add, or retire Platform features. Restocked will not materially reduce the core functionality of the modules on Customer's Order Form during a Subscription Term.
  4. Beta features. Features designated as beta, preview or early access are provided for evaluation, may be changed or withdrawn at any time, are excluded from the service levels in Section 18, and are provided as-is without the warranty in Section 13.2.
  5. Decision support and approval. The Platform provides decision-support forecasts, analyses and recommendations. Customer is responsible for reviewing relevant inputs, assumptions, quantities, timing, prices and supplier details before approving any purchasing or inventory action. Any Platform function that creates, modifies or transmits a purchase order or changes a record in an external system operates only on approval by a User through the workflow Customer configures and maintains. Any purchasing or inventory action taken in reliance on Platform output, whether through the Platform or in Customer's other systems, is Customer's own decision. Restocked does not act as Customer's agent and has no authority to make purchasing commitments on Customer's behalf.

4. Data integration

  1. Customer's feeds. Customer is responsible for providing and maintaining the data feeds that supply the Platform, including the structure, completeness and accuracy of the data, and for changes to its own source systems. Restocked is responsible for its own connectors and for the Platform's ingestion of correctly formed data.
  2. Credentials. Restocked accesses Customer's systems using credentials Customer provisions. Restocked stores them encrypted and uses them only to operate the Platform for Customer. Customer may rotate or revoke them at any time; the Platform cannot operate while access is revoked.
  3. Changes requiring Restocked work. Where a change on Customer's side (for example, a new source system, a schema change, a new distribution center or a new business unit) requires work by Restocked, Customer may make the change itself in accordance with Restocked's documented specifications or engage Restocked under Section 7.7.
  4. Troubleshooting. Restocked investigates reported data issues as part of support. If the root cause is on Customer's side, time beyond initial diagnosis is billable under Section 7.7 with Customer's prior written approval.
  5. Objects in Customer's systems. Restocked grants Customer a perpetual, royalty-free license to use and modify, within Customer's own systems, any tables, views, queries, procedures or other objects Restocked writes into those systems at Customer's request. Customer is responsible for maintaining them. Restocked retains ownership of its underlying know-how, templates and Platform code.

5. AI features

  1. Customer API key. Unless the Order Form elects Restocked-billed AI usage, the Platform's AI features run on an API key that Customer obtains from the AI provider and configures in the Platform. The provider bills Customer directly. Restocked applies no markup and receives no revenue from that usage.
  2. Provider relationship. Customer is responsible for its provider account, the provider's terms, and any usage limits on its key, and confirms that those terms permit Restocked to use the key on Customer's behalf. Customer Data sent to the provider through Customer's key is governed by Customer's agreement with the provider.
  3. Key handling. Restocked will store the key encrypted, use it only to operate the AI features for Customer, and notify Customer promptly if it learns the key has been compromised. Restocked is not liable for charges incurred on Customer's key except to the extent caused by Restocked's gross negligence or willful misconduct.
  4. No valid key. If no valid key is configured, Restocked may suspend the affected AI features. The rest of the Platform is unaffected.
  5. Restocked-billed usage. If the Order Form elects Restocked-billed AI usage, the price stated there applies, and Restocked may change the AI provider used.
  6. AI output. AI-generated analysis may be incomplete or inaccurate and is intended to assist, not replace, Customer's business judgment.

6. Support and service levels

  1. Support. Restocked provides support during Business Hours through the methods listed on the support page at https://restockedapp.ai/support. Restocked may update the support page at any time.
  2. Service levels. Platform availability, service credits and the related termination right are set out in Section 18.

7. Fees and payment

  1. Fees. Customer will pay the Fees stated on the Order Form. Unless the Order Form provides for prepayment, subscription Fees are invoiced monthly in advance. Invoices are due net 30 from the invoice date, in U.S. dollars.
  2. Taxes. Fees exclude taxes. Customer is responsible for all sales, use, value-added and similar taxes on the Fees, other than taxes on Restocked's income.
  3. Late payment. Overdue amounts bear interest at 1% per month or the maximum lawful rate, whichever is lower. Restocked may suspend access if an invoice is more than 30 days past due, after written notice and a 10-day opportunity to pay. Customer will raise any invoice dispute in good faith before the due date; undisputed amounts remain payable.
  4. Price changes. Restocked may change its Fees on 30 days' written notice, effective at the start of Customer's next renewal term. If Restocked gives notice of a price change less than 30 days before Customer's deadline for notice of non-renewal, Customer may give notice of non-renewal at any time within 30 days after receiving the price notice. If that window ends after the then-current term, the Agreement continues after that term on a month-to-month basis at the Fees in effect before the price notice until the window closes. If Customer gives notice of non-renewal within the window, the Agreement ends when the window closes and no renewal term begins. If Customer does not, the renewal term begins when the window closes, at the changed Fees.
  5. Discounts. Any discount on the Order Form other than a prepayment discount (for example, a launch or design-partner discount) may be removed by Restocked on at least 30 days' written notice, effective at the start of Customer's next renewal term. Section 7.4 applies to that notice as if it were a price change.
  6. Scope and true-up. The Order Form states Customer's scope tier: the number of forecasted SKUs and the annual demand covered. A "forecasted SKU" is a SKU the Platform actively forecasts. "Annual demand" is the trailing-12-month order value of the forecasted SKUs, net of cancellations and returns. On each anniversary of the Services Start Date, Restocked will measure both. If either exceeds the limit of its tier by more than 10%, the Fee for the next tier on Restocked's then-current rate card applies from the next invoice. Growth within that 10% band is included.
  7. Professional services. Custom development, data integration work under Section 4, training and other services outside the subscription are billed at Restocked's standard rate of $250 per hour unless the Order Form or an estimate states otherwise. Restocked will provide a written estimate before starting; work begins on Customer's written approval (email suffices). Restocked will notify Customer before exceeding an approved estimate by more than 10% and will not exceed it without Customer's written approval. Any recurring maintenance fee for custom functionality will be stated in the estimate and applies only with Customer's approval. Bug fixes in the Platform and features on Restocked's product roadmap are not billable.

8. Term and termination

  1. Term and renewal. The Agreement starts on the Services Start Date and continues for the Initial Term stated on the Order Form. It then renews automatically for successive 12-month terms unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.
  2. Termination for cause. Either party may terminate the Agreement if the other party materially breaches it and fails to cure the breach within 30 days after written notice. Either party may terminate immediately on written notice if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy proceedings that are not dismissed within 60 days.
  3. Suspension. In addition to Section 7.3, Restocked may suspend access, in whole or in part, where reasonably necessary to prevent or respond to a security threat, a breach of Section 11.5, or unlawful use. Restocked will notify Customer as soon as practicable and restore access promptly once the issue is resolved.
  4. Effect of termination. On termination or expiration:
    • (a) at Customer's written request, Customer's access continues for a transition period of up to 30 days at the monthly Fee then in effect or, where Fees were prepaid, one-twelfth of the annual Fee; otherwise access ends on the effective date;
    • (b) at Customer's written request made within 30 days after the end of the Subscription Term or any transition period, Restocked will, within 15 business days and at no additional charge, provide an export of Customer Data in CSV or another commonly used format, including forecast history and configuration to the extent the Platform's existing export functions produce them;
    • (c) Restocked will delete Customer Data from its production and development systems within 90 days after the end of the Subscription Term or any transition period, except data retained in routine backups (which expire in the ordinary course), data Restocked must retain by law, and aggregated or de-identified data under Section 9.3; and
    • (d) Fees for service delivered become due. If Restocked terminates for Customer's uncured breach, Fees for the remainder of the then-current term also become due. If Customer terminates for Restocked's uncured breach, Restocked will refund prepaid Fees for the period after termination.

9. Customer Data

  1. Ownership. As between the parties, Customer owns all data it provides to the Platform or that the Platform ingests from Customer's systems, and the reports and exports derived from that data for Customer's use ("Customer Data").

  2. Use. Restocked may use Customer Data to provide, support, secure and improve the Platform, and as Customer directs. Restocked will not sell Customer Data or disclose it to third parties except to subprocessors used to deliver the Platform (for example, cloud hosting providers and AI providers), each bound by obligations reasonably designed to protect Customer Data, or as these Terms otherwise permit. Restocked will provide its current subprocessor list on request.

  3. Aggregated and de-identified data. Restocked may create and use aggregated or de-identified data derived from Customer Data, provided it does not identify Customer, its Affiliates or any individual and cannot reasonably be used to reconstruct Customer Data. Such data is not Customer Data or Customer's Confidential Information.

  4. Development and backtesting. As part of improving the Platform, Restocked may use Customer Data, including in identifiable form, in its development and testing environments to design, implement, backtest and validate forecasting methods, model settings and Platform features. Restocked will use identifiable Customer Data only (i) to operate, support and improve Customer's own deployment and (ii) to develop, test, backtest and validate forecasting methods, model settings and Platform features that are or will be available to Customer, and in neither case will use it to configure or tune another customer's deployment, disclose it to any other customer (except as Customer authorizes under Section 9.10), or use it for sales, marketing or benchmarking. Restocked will de-identify Customer Data under Section 9.3 before using it for any other purpose.

    Restocked may deploy to all of its customers any forecasting method, model setting or Platform feature it developed or validated using Customer Data. Doing so is not a use of Customer Data for another customer's benefit, provided no Customer Data is disclosed to any other customer.

    Restocked may use AI-assisted development tools and AI providers under its own accounts and at its own cost for this work. Customer Data in development environments receives safeguards consistent with those Restocked applies to its own confidential information, and Restocked will use only AI providers whose terms prohibit training foundation models on customer inputs. The results of this work, including improved models and settings, belong to Restocked under Section 11; Customer Data remains Customer's.

  5. AI processing. The Platform's AI features send portions of Customer Data to the AI provider, such as product descriptions, sales and inventory figures, user-entered notes and demand-event labels. The Platform does not intentionally send personal data to AI providers, and User identities are not included in AI requests. Restocked does not use Customer Data to train AI models, and Restocked's own agreements with the AI providers it uses prohibit training on customer inputs. Where the AI features run on Customer's key, Customer's agreement with the provider governs the provider's use.

  6. Security. Restocked will maintain commercially reasonable administrative, technical and physical safeguards for Customer Data, including multi-factor authentication available to every User and enforceable at Customer's election, network restrictions on direct database access, encryption of stored credentials, and encryption in transit.

  7. Security incidents. Restocked will notify Customer without undue delay, and in any case within 72 hours after confirming, of any unauthorized access to or disclosure of Customer Data in Restocked's possession or control, and will provide the information reasonably needed for Customer to meet its own notification obligations.

  8. Personal data. The Platform is designed to process inventory, sales, supplier and operational data. Customer will not submit personal data of consumers or other individuals beyond business contact information needed to operate the Platform. Where applicable data protection law requires additional processing terms, Restocked's data processing addendum is available on request and, once signed, forms part of the Agreement.

  9. Tenant isolation. Restocked keeps Customer Data logically segregated from other customers' data and will not use identifiable Customer Data or Customer's Confidential Information for the benefit of any other Restocked customer except as Customer authorizes under Section 9.10. Sections 9.3, 9.4 and 9.10 are not affected.

  10. Authorized data sharing. At Customer's written direction (an email from a Customer administrator suffices), Restocked may make specified Customer Data available through the Platform to another Restocked customer, and may make that customer's data available to Customer where that customer has given Restocked the same direction. Each arrangement will identify the data, the recipient and the duration. Either customer may withdraw its direction on written notice, after which Restocked will end the sharing within five business days. Data Customer receives this way is the other customer's Confidential Information. Restocked acts only as the conduit and is not responsible for how a recipient uses shared data. Functionality built to support an arrangement is professional services under Section 7.7 unless Restocked makes it a Platform feature.

10. Confidentiality

  1. Obligation. Each party (the "Receiving Party") will protect the non-public business, technical, product, customer and financial information of the other party (the "Disclosing Party") ("Confidential Information") with at least the care it uses for its own confidential information and no less than reasonable care, and will use it only to perform under the Agreement or as the Disclosing Party authorizes in writing.
  2. What is covered. Customer Data and Customer's internal business records, supplier, pricing and sales information are Customer's Confidential Information. The Platform's software, design, logic, algorithms, methodology, pricing and non-public product plans are Restocked's Confidential Information.
  3. Exclusions. Confidential Information excludes information that (i) was rightfully known to the Receiving Party before disclosure; (ii) is or becomes public through no fault of the Receiving Party; (iii) is rightfully obtained from a third party without a duty of confidentiality; or (iv) is independently developed without use of the Confidential Information. A party may disclose Confidential Information when required by law or court order, with prompt notice to the Disclosing Party where lawful and disclosure limited to what is required.
  4. Permitted disclosures. The Receiving Party may disclose Confidential Information to its and its Affiliates' employees, contractors, subprocessors, and legal, financial and insurance advisors who need to know it for the Agreement and are bound by confidentiality obligations at least as protective as these. The Receiving Party is responsible for their compliance.
  5. General knowledge. Nothing in the Agreement prevents Restocked from using the general knowledge, skills, experience and techniques retained in the unaided memory of its personnel, provided Restocked does not disclose Customer's Confidential Information or Customer Data.
  6. Return or destruction. On termination, each party will return or destroy the other's Confidential Information on request, except copies retained in routine backups or as required by law, which remain subject to this Section. Customer Data is handled under Section 8.4.
  7. Duration. This Section survives for three years after the Agreement ends, and for Customer Data and trade secrets for as long as they remain protected.
  8. Injunctive relief. A breach of this Section may cause irreparable harm, and the Disclosing Party may seek injunctive relief in addition to other remedies.

11. Intellectual property

  1. Restocked's ownership. Restocked owns all right, title and interest in the Platform, including all software, models, designs, documentation and improvements. No ownership rights in the Platform transfer to Customer.
  2. Pre-existing rights. Each party retains all rights in intellectual property it owned or developed before the Agreement or independently of it.
  3. Custom functionality. Custom modules and functionality Restocked builds for Customer, including under Section 7.7, are part of the Platform and remain Restocked's property. Customer's use of them during the Subscription Term is included in the subscription.
  4. Feedback. Customer grants Restocked a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use suggestions and feedback about the Platform, provided Restocked's use never discloses Customer's Confidential Information or Customer Data.
  5. Use restrictions. Customer will not, and will not permit anyone to: (a) copy, modify or create derivative works of the Platform; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, models, algorithms or methodology of the Platform; (c) use the Platform or its output to build, train or improve a product or service that competes with the Platform; (d) give access to the Platform to anyone other than Users, or to a Competitor; (e) share, lend or resell access credentials; (f) circumvent any security control or usage limit; or (g) use the Platform in violation of law. "Competitor" means a person whose principal business is demand forecasting, replenishment or inventory planning software. Customer's service providers acting on Customer's behalf under confidentiality obligations are not Competitors for this purpose. Customer may use Platform outputs (forecasts, reports, exports) in its ordinary business, including with its suppliers, lenders and advisors.

12. Publicity

Restocked may identify Customer as a customer by name and logo in its customer lists, website and sales materials, unless Customer opts out on the Order Form or later by written notice. Case studies, quotes and references require Customer's consent or a signed addendum.

13. Warranties and disclaimers

  1. Authority. Each party warrants that it has the authority to enter into the Agreement.
  2. Service warranty. Restocked warrants that it will provide the Platform and any services in a professional and workmanlike manner consistent with generally accepted industry standards. If Restocked breaches this warranty and Customer notifies Restocked in writing with reasonable detail, Restocked will use reasonable efforts to correct the nonconformity or re-perform the service. If Restocked does not do so within 30 days after the notice, Customer may terminate the affected Order Form and receive a refund of prepaid Fees for the period after termination. This paragraph states Customer's exclusive remedy for breach of this warranty. This warranty does not cover forecast accuracy, which Section 13.4 addresses.
  3. Customer warranty. Customer warrants that it has the rights necessary to provide Customer Data to Restocked for the purposes of the Agreement.
  4. Forecasts are estimates; purchasing decisions are Customer's. The Platform produces statistical forecasts and recommendations. Forecasts are probabilistic and will differ from actual demand. Restocked does not warrant forecast accuracy, fill rate, inventory turns or any purchasing or business outcome, and Customer retains sole responsibility for its purchasing, inventory and business decisions (see Section 3.5). Restocked is not liable for, and Customer waives any claim for, costs or losses arising from purchasing or inventory decisions, including excess or obsolete inventory, inventory write-downs or carrying costs, stockouts, lost or cancelled sales, expedited freight or premium shipping, supplier penalties, cancellation charges or markdowns, whether characterized as direct, indirect or consequential damages, except to the extent caused by Restocked's gross negligence or willful misconduct.
  5. Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS," AND RESTOCKED DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

14. Indemnification

  1. By Customer. Customer will defend Restocked and its Affiliates, officers and personnel against any third-party claim arising from (a) Customer Data, including a claim that Customer Data infringes or misappropriates a third party's rights or was provided in violation of law, or (b) use of the Platform by Customer, its Affiliates or Users in breach of the Agreement, and will pay the damages finally awarded or agreed in settlement and reasonable defense costs.
  2. Procedure. Restocked will give prompt written notice of the claim, reasonable cooperation at Customer's expense, and sole control of the defense and settlement to Customer, except that no settlement imposing obligations on Restocked beyond paying amounts Customer funds may be made without Restocked's consent.

15. Limitation of liability

  1. Excluded damages. NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR SAVINGS, LOSS OF DATA, OR THE COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF THEM.
  2. Cap. EXCEPT AS PROVIDED IN SECTION 15.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
  3. Exceptions. Sections 15.1 and 15.2 do not limit: (a) Customer's obligation to pay Fees; (b) a party's liability for its gross negligence, willful misconduct or fraud; or (c) Customer's liability for breach of Section 11.5.
  4. Allocation of risk. The Fees reflect the allocation of risk in Sections 13 and 15, which are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose.

16. Insurance

Restocked maintains commercially reasonable insurance, including technology errors and omissions coverage, and will provide a certificate of insurance on Customer's reasonable request.

17. General

  1. Governing law and venue. The Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware.
  2. Assignment. Neither party may assign the Agreement without the other party's written consent, except that either party may assign it on written notice to a successor in a merger, acquisition, or sale of all or substantially all of its business or assets to which the Agreement relates. Any other attempted assignment is void. The Agreement binds permitted successors and assigns.
  3. Notices. Legal notices must be in writing and delivered by email, effective one business day after sending unless the sender receives notice of delivery failure, or by recognized courier, effective on delivery. Notices to Restocked go to [email protected]; notices to Customer go to the legal notice email on the Order Form. Either party may change its notice address by notice to the other.
  4. Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior proposals, discussions, and pilot or proof-of-concept arrangements, unless the Order Form states otherwise. Amendments must be in writing and signed by both parties. Terms in any Customer purchase order or vendor portal do not apply, even if accepted electronically. The Agreement prevails over anything else published on Restocked's website or in the Platform.
  5. Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
  6. Independent contractors. The parties are independent contractors. The Agreement creates no partnership, joint venture or agency.
  7. Severability; waiver. If any provision is unenforceable, it will be enforced to the maximum extent permitted and the rest of the Agreement remains in effect. A waiver of one breach is not a waiver of any other.
  8. Counterparts; electronic signatures. Order Forms may be signed in counterparts and electronically.
  9. Survival. Sections 7 (as to amounts owed), 8.4, 9, 10, 11, 13, 14, 15, 17 and 18.3 (as to credits earned) survive termination or expiration.

18. Service levels

  1. Availability commitment. Restocked will make the Platform available at least 99.5% of each calendar month ("Availability"). Availability is measured by Restocked's external monitoring of the Platform's health endpoint at intervals of five minutes or less. A monitoring interval counts as unavailable if the health endpoint does not return a successful HTTP response within 30 seconds. Availability for a month is the percentage of monitoring intervals in the month that were available, after the exclusions in Section 18.2. Restocked will provide the monthly measurement on request.

  2. Exclusions. Availability does not count time during which the Platform is unavailable because of: (a) scheduled maintenance announced at least 48 hours in advance and performed outside Business Hours, up to 8 hours in a month; (b) Customer's data feeds, systems, networks or credentials, or acts or omissions of Customer or its Users; (c) an AI provider, including an outage or limit on Customer's API key; (d) an outage of Restocked's hosting or database provider that affects that provider's customers generally; (e) suspension under these Terms; (f) beta, preview or early-access features; or (g) events under Section 17.5.

  3. Service credits. If Availability in a calendar month falls below the commitment, Customer is entitled to a credit against that month's subscription Fee:

    Monthly Availability Credit
    Below 99.5% 5%
    Below 99.0% 10%
    Below 95.0% 25%

    Customer must request a credit in writing within 30 days after the end of the affected month. Credits are applied to the next invoice or, where Fees were prepaid, against the next amount due or, if none, refunded at the end of the Subscription Term. Credits for any month will not exceed 25% of that month's subscription Fee.

  4. Chronic availability failure. If Availability is below 99.5% in three consecutive calendar months, or below 95.0% in any single calendar month, Customer may terminate the Agreement on 30 days' written notice given within 60 days after the end of the month that triggers this right. Restocked will refund any prepaid Fees for the period after termination, and Section 8.4 applies.

  5. Sole remedy. Service credits and the termination right in Section 18.4 are Customer's sole and exclusive remedy for any failure to meet the Availability commitment.

  6. Support. Support is described in Section 6.1. This Section does not set response or resolution times.