Terms of Service

1.Agreement to these Terms

These Terms of Service (the "Terms") form a binding contract between StationPro Inc. ("StationPro," "we," "us," or "our") and the business entity that subscribes to or uses our services ("Customer," "you," or "your"). They govern your access to and use of the StationPro web application, mobile applications, integrations, APIs, documentation, and related support (together, the "Service").

You accept these Terms by doing any of the following: clicking a button or checking a box indicating acceptance; signing or electronically accepting an Order Form or quote that references these Terms; creating an account; or accessing or using the Service. If you do not agree, do not use the Service.

1.1 Authority to bind

You represent that you are at least 18 years old and that you have the authority to bind the business on whose behalf you are acting. If you do not have that authority, you may not accept these Terms. StationPro is a business-to-business product. It is not offered to consumers for personal, family, or household purposes.

1.2 Electronic acceptance and records

You consent to transact electronically with us under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state Uniform Electronic Transactions Act (UETA) laws. Your electronic acceptance of these Terms, an Order Form, or any amendment has the same legal effect as a handwritten signature. You consent to receive contracts, notices, disclosures, invoices, and other communications from us electronically, by email or through the Service.

You may withdraw consent to electronic delivery by writing to stationproai@gmail.com, but doing so may mean we can no longer provide the Service to you, since the Service is delivered electronically. To access and retain electronic records you need a current web browser, an active email address, and the ability to view and save PDF files.

1.3 Order Forms and precedence

Specific commercial terms such as plan tier, number of stores, price, subscription start date, and billing period are set out in the online checkout flow, a written quote, or an order form signed by both parties (each, an "Order Form"). Each Order Form incorporates these Terms. If an Order Form and these Terms conflict, the Order Form controls for that subscription only, and only as to the specific terms it addresses.

Any purchase order, vendor portal terms, or preprinted terms you issue are for your administrative convenience only. Any additional or conflicting terms in them are void and have no effect, even if we acknowledge or accept the document.

2.Definitions

Capitalized terms have the meanings given where they first appear. The following are used throughout.

• Customer Data means all data, records, files, and content that you or your Users submit to the Service, or that the Service ingests on your behalf from a system you connect, including sales and shift records, register and cash counts, fuel and lottery data, invoices, bank transaction records, and employee identifiers used to attribute activity.
• User means an individual you authorize to use the Service under your account, such as an owner, regional manager, store manager, clerk, bookkeeper, or accountant.
• Order Form has the meaning given in Section 1.3.
• Third-Party Service means any product or service not provided by StationPro that you connect to the Service, including point-of-sale systems, accounting platforms, payroll providers, lottery systems, banking aggregators, and camera or video-management systems.
• Aggregated Data means data derived from Customer Data that has been de-identified and combined with data from other customers so that it does not identify you, any User, or any individual, and cannot reasonably be used to do so.
• Documentation means the usage guides, help articles, and technical specifications we make generally available for the Service.

3.Accounts, Users, and eligibility

3.1 Registration

To use the Service you must create an account and provide accurate, current, and complete information. You agree to keep that information up to date. We may refuse, suspend, or reclaim any account at our reasonable discretion, including where registration information appears inaccurate or where an account has been dormant for an extended period.

3.2 Credentials and account security

• You are responsible for all activity that occurs under your account, whether or not you authorized it.
• You must keep credentials confidential, must not share logins between individuals, and must issue each User their own credentials.
• You must enable and maintain reasonable access controls, including promptly deactivating Users who leave your business or change roles.
• You must notify us without undue delay, and in any event within 48 hours, of any suspected or actual unauthorized access to your account.
• You are responsible for your Users’ compliance with these Terms, and any act or omission by a User that would breach these Terms is treated as your breach.

3.3 Roles and permissions

The Service provides role-based permissions so that different Users see different scopes of data. You are solely responsible for configuring roles and permissions appropriately for your business, including deciding which Users may view employee-attributable records. We provide the controls. We do not decide how you should set them.

4.The Service, trials, pilots, and beta features

4.1 Right to use

Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during your subscription term, for your own internal business operations at the locations covered by your Order Form.

4.2 Free trials and pilots

We may offer a free trial, a paid pilot, or a proof-of-concept for a limited period. Trial and pilot access is provided for evaluation only. Unless your Order Form says otherwise:

• Trial and pilot periods end on the date stated at signup, and we may end them earlier for any reason.
• Data you enter during a trial may be permanently lost if you do not subscribe before the trial ends. Export anything you want to keep.
• Trials and pilots are provided as is, without warranty and without any service level or support commitment, and Sections 17 and 18 apply in full.
• We will not convert a free trial into a paid subscription without your affirmative agreement to the paid terms.

4.3 Beta and early-access features

We sometimes label features as beta, preview, early access, or experimental. These may be incomplete, may change or be withdrawn at any time, and are excluded from any availability or support commitment. Use them at your own discretion and do not rely on them for regulatory filings or financial reporting.

4.4 AI-assisted features

Parts of the Service, including the AI Assistant, use machine learning and large language models to summarize records, surface anomalies, and answer questions about your data. AI-generated output can be incomplete or wrong. It is a starting point for your review, not a finding, an audit result, a professional opinion, or a basis for adverse action against any person. You are responsible for verifying AI-generated output before relying on it. See Section 8 for how this interacts with employee-attributable data.

5.Subscriptions, fees, taxes, and renewal

5.1 Plans and pricing

Pricing is per store, per month, as described on our pricing page or in your Order Form. Fees are quoted and payable in U.S. dollars. If you add stores or Users mid-term, we will charge for the additional capacity on a prorated basis from the date it is added.

5.2 Payment

• Subscription fees are billed in advance for each billing period, monthly unless your Order Form states an annual or other period.
• You authorize us and our payment processor to charge your designated payment method for all fees when due, including on each renewal.
• You must keep a valid payment method on file for the duration of your subscription and keep its details current.
• Except where these Terms or applicable law expressly say otherwise, fees are non-refundable and payment obligations are non-cancelable once a billing period begins.
• Invoiced customers must pay within 30 days of the invoice date unless the Order Form states different terms.

5.3 Late payment

Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the due date until paid. You are responsible for reasonable costs of collection, including attorneys' fees. If an amount is more than 15 days overdue, we may suspend the Service under Section 15 after giving you notice and a reasonable opportunity to cure.

5.4 Taxes

Fees are exclusive of sales, use, VAT, GST, excise, and similar taxes. You are responsible for all such taxes other than taxes based on our net income. If you are exempt, send us a valid exemption certificate before the applicable billing date. We are responsible for our own income and employment taxes.

5.5 Automatic renewal and cancellation

When you subscribe, we present the renewal term, the renewal price, and the cancellation method before you commit, and we ask you to agree to the automatic-renewal term separately from the rest of the purchase. After you subscribe, we send an acknowledgment email restating the renewal term, the price, and how to cancel.

• For any subscription that renews for a year or longer, we send an electronic renewal reminder to your account email between 25 and 40 days before the renewal date.
• You can cancel online, in one step, from your account settings, without calling us, without a retention interview, and by the same medium you used to subscribe.
• We give at least 30 days’ notice of any price increase or material change that would apply at renewal. If you do not accept it, cancel before the renewal date and it will not be charged.

Several states regulate automatic renewal, and at least one now applies those rules to business subscriptions as well as consumer ones. Where an automatic-renewal law gives you cancellation, notice, or refund rights beyond what this section provides, that law controls and nothing here limits it.

5.6 Fee changes

We may change pricing for future periods. Price changes take effect at your next renewal after the notice period described above and never apply retroactively to a period you have already paid for.

6.Customer Data: your ownership, our license

6.1 You own your data

As between you and StationPro, you own all right, title, and interest in Customer Data, including all intellectual property rights in it. We claim no ownership of it.

6.2 The license you grant us

You grant us a worldwide, non-exclusive, royalty-free license to host, copy, store, transmit, process, display, and modify Customer Data solely to the extent necessary to: operate, maintain, and secure the Service for you; provide support you request; comply with law; and create Aggregated Data as described below. This license exists only to let us run the Service, and it ends when your data is deleted under Section 16.

6.3 Aggregated and de-identified data

We may create and use Aggregated Data to operate, secure, benchmark, and improve the Service and to produce industry statistics. We will not re-identify Aggregated Data or attempt to, and we will not publish Aggregated Data in a form that identifies you, any of your stores, or any individual.

6.4 AI model training

6.5 Accuracy and rights

You are responsible for the accuracy, quality, and legality of Customer Data and for the means by which you acquired it. You represent that you have all rights, consents, and lawful bases necessary to provide Customer Data to us and to have us process it as described in these Terms and the Privacy Policy.

6.6 Privacy roles and the DPA

For Customer Data, you act as the controller or business and we act as the processor or service provider, and we process Customer Data only on your documented instructions. Our Data Processing Addendum sets out those obligations in full and is available on request; where executed, it is incorporated into these Terms and controls over any conflicting term as to personal data.

6.7 Data you must not submit

Do not submit to the Service: payment card numbers or magnetic-stripe data; Social Security numbers except where a feature specifically requests them for a tax form; protected health information; biometric identifiers such as fingerprint, faceprint, or voiceprint templates; government-issued ID images; or information about anyone under 16. The Service is not designed or contracted to receive these categories, and Section 19 applies to any claim arising from submitting them.

7.Your responsibilities as employer and data controller

This section matters more for StationPro than for most software, because the Service organizes operational records that are attributable to named individuals: which clerk worked which shift, which register drawer came up short, which void or no-sale sequence sits outside the normal pattern.

7.1 Notifying your own staff

You are the employer. You are solely responsible for deciding what to monitor and for giving your employees and contractors any notice, and obtaining any consent, that applicable law requires. Several states impose specific notice obligations on employers that monitor electronic activity or collect personal information from workers, and some require notice at or before the point of collection. Requirements vary by state and change over time.

• Provide your workers with any legally required notice of monitoring, in the form and at the time the law requires.
• Give your workers any notice-at-collection or privacy notice required for employee personal information in your states of operation, including California.
• Obtain any consent or acknowledgment your jurisdiction requires, and keep records of it.
• Respond to privacy-rights requests from your own workers and, where you need our help, tell us so we can assist as your processor.
• Apply your own disciplinary and employment processes, including a chance for the worker to explain, before taking any action.

7.2 General compliance

You are responsible for your own compliance with the laws that apply to your business, including wage and hour, employment, tax, alcohol and tobacco, lottery, fuel, environmental, and consumer protection rules. Reports and exports the Service produces are inputs to your compliance work. They are not a substitute for your accountant, your attorney, or your own review.

8.What StationPro does and does not do

The Service attributes. It does not accuse, adjudicate, or decide. This is a deliberate product boundary and it is also a contractual one.

8.1 What the Service produces

The Service surfaces variances, anomalies, and patterns in operational data and associates them with a shift, a register, a store, and where your configuration provides it, a named User. An anomaly is a statistical or rules-based observation about records. It is not a determination that any person did anything wrong. Shortages have many causes, including miscounts, training gaps, equipment faults, pricing errors, vendor errors, and data-entry mistakes.

8.2 No employment decisions, no accusations

8.3 Not a consumer reporting agency

StationPro is not a consumer reporting agency as defined in the federal Fair Credit Reporting Act (FCRA), 15 U.S.C. 1681a(f), and the Service does not provide consumer reports or investigative consumer reports. The Service is designed so that this stays true:

• It analyzes only operational data supplied from your own systems, about your own operations.
• It returns that analysis only to you, never to a third party.
• It does not assemble or evaluate information obtained from third parties, and does not append background, credit, criminal, or public-records data about any individual.
• It does not aggregate or score any individual across customers, and no individual’s history follows them from one customer to another.

You agree not to use the Service, or any output of it, for any purpose regulated by the FCRA or any state analogue, including the California Investigative Consumer Reporting Agencies Act and the California Consumer Credit Reporting Agencies Act. That includes using it for hiring, screening, or background-check purposes, and using it as a factor in establishing eligibility for credit, insurance, or housing. You also agree not to disclose Service output concerning any individual to a third party except as required by law. If you use the Service in a way that triggers the FCRA or a similar law, you are the party responsible for compliance, and Section 19.2 applies.

8.4 Automated decision-making

A growing number of states regulate automated decision systems used in employment, including notice, explanation, human-review, and bias-assessment requirements, and some now reach discipline and discharge, not only hiring. Because the Service produces observations for a human to evaluate and does not itself make or recommend employment decisions, you must not configure or use it as an automated decision system. You agree not to rely solely or primarily on Service output for any hiring, discipline, compensation, demotion, or termination decision, and to independently investigate and verify any anomaly before acting on it. If you feed Service output into any automated or scored employment process, you are the deployer of that system and are responsible for the resulting obligations.

9.Acceptable use

You agree not to, and not to permit any User or third party to:

• Use the Service for any unlawful purpose, or in violation of any applicable law or regulation.
• Use the Service to harass, intimidate, surveil, or retaliate against any individual, or in a manner that violates labor, employment, or privacy law.
• Upload malicious code, or interfere with, disrupt, overload, or degrade the Service or the infrastructure it runs on.
• Probe, scan, or test the vulnerability of the Service, or breach or circumvent authentication or access controls, except under a written authorization from us or our published responsible-disclosure process.
• Access the Service to build a competing product, or to benchmark it for publication without our prior written consent.
• Reverse engineer, decompile, or disassemble the Service, or attempt to derive its source code, except to the extent this restriction is unenforceable under applicable law.
• Copy, frame, mirror, resell, sublicense, time-share, or use the Service as a service bureau for anyone other than your own business, unless your Order Form expressly permits it.
• Remove or obscure proprietary notices, or use our trademarks without permission.
• Use automated means to scrape or extract data from the Service beyond the rate limits or APIs we make available.
• Share credentials across individuals, or exceed the store, User, or usage limits in your Order Form.
• Submit data you do not have the right to submit, or the prohibited data categories listed in Section 6.7.

We may investigate suspected violations. You will cooperate reasonably with any investigation and will promptly stop and remediate any violation you discover.

10.Third-Party Services and integrations

The Service is designed to connect to systems you already run, including point-of-sale systems, accounting platforms, banking aggregators, payroll providers, lottery systems, and camera or video-management systems.

• Third-Party Services are provided by their own vendors under their own terms and privacy policies. Your use of them is between you and that vendor.
• By enabling an integration, you authorize us to access, retrieve, and transmit data through it on your behalf, and you confirm you have the right to grant that access.
• We do not control Third-Party Services and do not warrant their availability, accuracy, security, or continued compatibility. A vendor may change or discontinue its API at any time, which may break an integration through no fault of ours.
• We are not responsible for any act or omission of a Third-Party Service, or for data loss, corruption, or disclosure caused by one.
• If a Third-Party Service becomes unavailable, we may disable the corresponding integration. That alone is not a breach of these Terms and does not entitle you to a refund.

10.1 Camera and video integrations

Where you connect a camera or video-management system, the Service works only with event metadata such as timestamps, camera or device identifiers, event type, and a reference or link back into your vendor's system. Video itself stays with you and your video provider. We do not store video frames.

Your camera vendor's own capabilities are outside our control, and if it performs biometric identification, that is between you and that vendor. You are solely responsible for your surveillance systems and for compliance with the laws that govern them, including notice, signage, and consent requirements, restrictions on recording where people expect privacy, and audio recording and wiretap laws. Several states require the consent of every party to a recorded conversation. Do not route audio recordings into the Service.

11.Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. Customer Data is your Confidential Information. The Service, our pricing, roadmap, and non-public technical and security information are our Confidential Information.

Each party will protect the other's Confidential Information with at least reasonable care, will use it only to perform under these Terms, and will disclose it only to employees, affiliates, advisors, and contractors who need it and who are bound by confidentiality obligations at least as protective as these. Confidential Information excludes information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

A party may disclose Confidential Information where required by law or legal process, provided that, unless legally prohibited, it gives the other party prompt notice and reasonable cooperation to seek protective treatment. These obligations survive for three years after termination, and indefinitely for trade secrets and Customer Data.

12.Intellectual property and feedback

The Service, including all software, models, interfaces, designs, text, graphics, and Documentation, and all intellectual property rights in them, is and remains the exclusive property of StationPro and its licensors. These Terms grant you a right to use the Service, not a sale or assignment of any rights in it. All rights not expressly granted are reserved.

If you send us suggestions, feature requests, or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate it into the Service without obligation or attribution. Feedback is given voluntarily and we are free to use it. Do not send us feedback you consider confidential or proprietary.

We may identify you as a customer and use your name and logo in customer lists and on our website. You may withdraw that permission at any time by emailing us, and we will stop within a reasonable period. Any other use of your marks requires your prior written consent.

13.Availability, support, and security

13.1 Availability

We work to keep the Service available and will use commercially reasonable efforts to do so, but the Service is provided without a contractual uptime guarantee unless your Order Form includes a written service level agreement. Availability may be affected by scheduled maintenance, emergency maintenance, Third-Party Service outages, and events outside our control. We aim to schedule planned maintenance outside peak operating hours and to give advance notice where practical.

13.2 Support

Support is provided by email during our normal U.S. business hours, at the level described in your plan or Order Form. Response targets are goals, not contractual commitments, unless a written service level agreement says otherwise.

13.3 Security

We maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction, appropriate to the nature of the data and the risks involved. Our current practices, including encryption, access control, hosting, backup, and sub-processor posture, are described on our security page. We review and update those practices over time.

No system is perfectly secure. We do not guarantee that the Service cannot be compromised. If we become aware of a security incident affecting Customer Data, we will notify you without undue delay and provide the information reasonably needed for you to meet your own notification obligations.

13.4 Payment and banking data

Subscription payments are handled by a third-party payment processor. StationPro does not collect, transmit, or store full payment card numbers, magnetic stripe or chip data, CVV codes, or PINs. Where your point-of-sale system makes transaction data available, we receive only non-sensitive transaction metadata such as amount, timestamp, card brand, authorization result, and truncated card identifiers, for reconciliation and reporting. You remain responsible for your own obligations as a merchant, including your PCI DSS obligations. Our current posture is described on our security page.

13.5 Bank account connections

If you connect a financial account, you are directed to a third-party data aggregator to authenticate directly with your bank. StationPro does not receive, view, or store your online banking credentials. Through the aggregator, and at your direction, we receive read-only account and transaction information for reconciliation and reporting.

You represent that you are an authorized signer on, or are otherwise authorized to grant access to, each account you connect. You can disconnect an account at any time, which stops future retrieval but does not delete data already retrieved except as described in Section 16.5. The aggregator handles your information under its own terms and privacy policy, which you accept directly with it. Bank connectivity depends on your financial institution and the aggregator, and either may limit, price, change, or discontinue access at any time. That is outside our control and is not a breach of these Terms.

14.Changes to the Service and to these Terms

14.1 Changes to the Service

We improve the Service continuously and may add, change, or remove features. We will not make a change that materially degrades the core functionality you subscribed to during a period you have paid for. If we discontinue a material feature you rely on and cannot offer a reasonably equivalent replacement, you may terminate the affected subscription and receive a prorated refund of prepaid fees for the remainder of the period.

14.2 Changes to these Terms

We may update these Terms. We will post the updated version here with a new "Last updated" date. For changes that materially affect your rights or obligations, we will give you at least 30 days' advance notice by email to your account contact or by a prominent in-product notice.

Material changes take effect at the start of your next renewal period after the notice period, or 30 days after notice for month-to-month subscriptions. They apply going forward only. If you do not agree to a material change, your remedy is to cancel before it takes effect, and we will refund any prepaid fees for the unused portion of your current period. Non-material changes, such as clarifications and typographical corrections, take effect when posted.

For changes to pricing, to the limitation of liability in Section 18, or to the dispute resolution terms in Section 20, we will ask you to accept the updated Terms through a click-through prompt rather than treating continued use as agreement. We will not apply any change retroactively to a claim or dispute that arose before the change took effect, and no change to Section 20 will apply to a claim that had already accrued.

15.Suspension

We may suspend your access to the Service, in whole or in part, if:

• Your payment is more than 15 days overdue and you have not cured after notice.
• We reasonably believe your use poses a security risk to the Service, to us, or to another customer.
• We reasonably believe your use is unlawful, infringing, or in material breach of Section 9.
• Suspension is required by law or by a government or judicial order.

Except where an immediate suspension is necessary to prevent harm or is legally required, we will give you notice and a reasonable opportunity to cure before suspending. We will limit any suspension in scope and duration to what is reasonably necessary, and will restore access promptly once the cause is resolved. Suspension does not relieve you of the obligation to pay fees for the suspended period unless the suspension was our error.

16.Term, termination, and data export

16.1 Term

These Terms begin when you first accept them and continue until all subscriptions have expired or been terminated. Each subscription runs for the period stated in your Order Form and renews as described in Section 5.5.

16.2 Termination for convenience

You may cancel at any time, effective at the end of your current billing period, through your account settings or by emailing us. We may terminate a month-to-month subscription for convenience on 30 days' written notice, in which case we will refund prepaid fees for any period after the termination date.

16.3 Termination for cause

Either party may terminate immediately on written notice if the other materially breaches these Terms and fails to cure within 30 days after written notice describing the breach, or if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within 60 days. We may terminate immediately, without a cure period, for a breach of Section 9 that creates a material security, legal, or safety risk.

16.4 Effect of termination

• Your right to access the Service ends on the effective date of termination.
• You remain liable for all fees accrued through that date. If we terminate for your uncured material breach, all unpaid fees for the remainder of the current period become immediately due.
• Sections 6.1, 8, 11, 12, 17, 18, 19, 20, 21, and 22, and any other provision that by its nature should survive, survive termination.

16.5 Data export and deletion

After the 30-day window closes, we will delete or de-identify Customer Data from active systems in the ordinary course, and from backups on our normal backup expiry cycle. We may retain Customer Data longer where required by law, where needed to resolve a dispute or enforce our agreements, or as Aggregated Data. Retention detail is described in our Privacy Policy.

17.Warranties and disclaimers

17.1 Mutual warranties

Each party represents that it has the legal power and authority to enter into these Terms and that it will comply with the laws applicable to its performance.

17.2 Our limited warranty

We warrant that we will provide the Service in a professional and workmanlike manner consistent with general industry standards, and that we will not materially decrease the overall functionality of the Service during a paid subscription period. Your exclusive remedy, and our entire liability, for breach of this warranty is for us to correct the deficiency, or, if we cannot do so within a reasonable time, for you to terminate the affected subscription and receive a prorated refund of prepaid unused fees.

17.3 Disclaimer

The Service is a decision-support and record-keeping tool. It is not accounting, tax, legal, investigative, or human-resources advice, and it is not a substitute for a licensed professional. Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

18.Limitation of liability

18.1 No indirect damages

18.2 Liability cap

18.3 Exclusions from the limits

Sections 18.1 and 18.2 do not apply to: your obligation to pay fees due; either party's indemnification obligations under Section 19; either party's breach of its confidentiality obligations under Section 11; your breach of Section 9 (acceptable use) or Section 12 (our intellectual property); or either party's fraud, gross negligence, or willful misconduct. Nothing in these Terms limits liability that cannot be limited under applicable law, including for death or personal injury caused by negligence.

18.4 Losses we are not responsible for

To the maximum extent permitted by law, and without limiting the disclaimers in Section 17, StationPro is not liable for:

• Any employment action you take or decline to take, including any investigation, accusation, discipline, suspension, reassignment, termination, or report to law enforcement, whether or not informed by Service output.
• Any claim brought by one of your employees or former employees arising from your use of the Service or from an action you took.
• Theft, fraud, shrinkage, or other loss that the Service did not detect, flagged late, or flagged incorrectly.
• Decisions you make in reliance on a report, calculation, anomaly flag, or AI-generated output without independent verification.
• Loss or corruption of data caused by a Third-Party Service, or by your own configuration or deletion.

18.5 Basis of the bargain

You acknowledge that the limits in this section are a fundamental basis of the bargain between us and are reflected in the pricing of the Service, and that they apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

19.Indemnification

19.1 Our indemnity to you

We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's U.S. patent, copyright, trademark, or trade secret rights, and we will pay damages and reasonable costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from a Third-Party Service, from modifications not made by us, from use of the Service in combination with anything we did not supply where the claim would not have arisen otherwise, or from your continued use after we notified you to stop.

If the Service becomes, or we believe it may become, the subject of an infringement claim, we may at our option procure the right for you to keep using it, modify or replace it so it is non-infringing, or terminate the affected subscription and refund prepaid unused fees. This section states our entire liability for infringement claims.

19.2 Your indemnity to us

You will defend us and our officers, directors, employees, and agents against any third-party claim arising from or relating to: Customer Data, including a claim that it infringes a third party's rights or was provided to us without the necessary rights, consents, or notices; your failure to give your employees or contractors any required monitoring, privacy, or collection notice under Section 7.1; any employment, disciplinary, investigative, or law-enforcement action you take, including any action informed by Service output; any claim that our provision of the Service made us a consumer reporting agency or made Service output a consumer report because of how you used it; your breach of Section 9; and your violation of applicable law. You will pay damages and reasonable costs finally awarded or agreed in settlement.

19.3 Process

The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. Failure to give prompt notice reduces the indemnity only to the extent the delay causes prejudice. The indemnifying party may not settle in a way that imposes a non-monetary obligation or an admission of fault on the indemnified party without its consent, which will not be unreasonably withheld. The indemnified party may participate with its own counsel at its own expense.

20.Dispute resolution and arbitration

20.1 Informal resolution first

Before starting an arbitration or lawsuit, the party raising the dispute will send the other a written notice describing the dispute and the relief sought, to stationproai@gmail.com for notices to us, or to your account contact for notices to you. The parties will attempt in good faith to resolve the dispute for 30 days after the notice. This step is a condition precedent to filing, and the limitations period is tolled while it runs.

20.2 Binding individual arbitration

If the dispute is not resolved informally, it will be settled by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, or its Streamlined Rules where the amount in controversy qualifies, before a single arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this section. Arbitration will be seated in San Francisco County, California, and may proceed by video or on documents where the parties agree. The arbitrator may award any relief a court could award to that individual party, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator, not a court, decides questions about the interpretation and scope of this arbitration agreement, except as stated in Section 20.3.

20.3 Class action waiver

20.4 Exceptions

Either party may bring an individual claim in small claims court if it qualifies, and either party may seek temporary or preliminary injunctive relief in court to protect intellectual property, confidential information, or account security, without waiving this section. Claims for unpaid fees may also be brought in court.

20.5 Your right to opt out

You may opt out of Sections 20.2 and 20.3 by emailing stationproai@gmail.com with the subject "Arbitration opt-out" within 30 days of first accepting these Terms. Include your business name, the account email, and a clear statement that you are opting out of arbitration. A timely opt-out is effective for all disputes and cannot be held against you. If you opt out, Section 21 governs.

20.6 Costs and mass filings

Each party bears its own attorneys' fees and costs unless the arbitrator awards them under applicable law. Filing and administrative fees are allocated under the JAMS rules. If JAMS is unavailable or declines to administer the arbitration, the parties will agree on a replacement administrator, and if they cannot, a court of competent jurisdiction will appoint one.

If 25 or more substantially similar arbitration demands are filed by or with the assistance of the same counsel, they will be administered in batches of up to 50, processed concurrently rather than sequentially. The parties will select a small number of bellwether cases per batch and will participate in a global mediation after the bellwethers are decided. Any applicable limitations period is tolled for every claim in the queue while it waits, and a bellwether outcome does not bind any party who was not a party to that case.

20.7 Time limit

Any claim arising out of or relating to these Terms or the Service must be brought within one year after it accrues, or within the shortest period applicable law allows if that period is longer than one year and cannot be shortened. Otherwise the claim is permanently barred.

21.Governing law and venue

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of California, United States, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

For any dispute not subject to arbitration, and for any action to enforce an arbitration award, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California, and waive any objection to that forum on grounds of personal jurisdiction or inconvenient forum.

22.General provisions

22.1 Force majeure

Neither party is liable for any delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic and governmental responses to one, war, terrorism, civil unrest, labor disruption, government action, embargo or sanctions, utility or telecommunications failure, internet, cloud, or hosting-provider outage, cyberattack including denial-of-service and ransomware, or the failure of a Third-Party Service. The affected party will notify the other and use reasonable efforts to resume performance. If the event continues for more than 60 consecutive days, either party may terminate the affected subscription and we will refund prepaid unused fees.

22.2 Export control and sanctions

The Service is subject to U.S. export control and economic sanctions laws, including regulations administered by the Bureau of Industry and Security and the Office of Foreign Assets Control. You represent that you and your Users are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, that you are not identified on the Specially Designated Nationals list, the Entity List, the Denied Persons List, or any other U.S. government restricted-party list, and that you are not owned 50% or more, directly or indirectly, by any such party. You will not export, re-export, or make the Service available in violation of those laws, and you will not permit access from a restricted jurisdiction. You will notify us immediately if this representation stops being true. We may suspend or terminate immediately for sanctions reasons.

22.3 U.S. government users

The Service is "commercial computer software" and "commercial computer software documentation." Any use, duplication, or disclosure by a U.S. government entity is subject to the restrictions in FAR 12.212 and DFARS 227.7202, as applicable.

22.4 Assignment

You may not assign or transfer these Terms, in whole or in part, without our prior written consent, except that you may assign them without consent to a successor in a merger, acquisition, or sale of substantially all of your assets, on written notice to us. We may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets. Any attempted assignment in violation of this section is void. These Terms bind and benefit the parties' permitted successors and assigns.

22.5 Notices

Notices to you may be sent to the email address on your account or posted in the Service, and are effective when sent or posted. Notices to us must be sent to stationproai@gmail.com and are effective on receipt. Legal notices must also be sent by mail to our address in Section 23. It is your responsibility to keep your account email current.

22.6 Independent contractors

The parties are independent contractors. These Terms create no partnership, joint venture, agency, franchise, employment, or fiduciary relationship, and neither party may bind the other.

22.7 No third-party beneficiaries

These Terms are for the benefit of the parties only. Except for the indemnified persons named in Section 19, no third party has any right to enforce them.

22.8 No waiver

A party's failure or delay in enforcing a provision is not a waiver of it. A waiver is effective only if in writing and signed by the waiving party, and applies only to the instance described.

22.9 Severability

If any provision is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving its intent, or severed if modification is not possible. The rest of these Terms remain in full force. This section does not apply to the class action waiver in Section 20.3, which is expressly non-severable and is governed by the rule stated there.

22.10 Interpretation

Headings are for convenience only. "Including" means "including without limitation." These Terms will not be construed against the drafting party.

22.11 Entire agreement

These Terms, together with the Privacy Policy, any Data Processing Addendum, and any Order Form, are the entire agreement between the parties about the Service and supersede all prior or contemporaneous proposals, discussions, and agreements about it. Neither party has relied on any statement not set out in these documents.

23.How to reach us

Questions about these Terms, notices, or contract requests can go to the address below.