Last updated: October 27, 2026
These Terms of Service ("Terms") are an agreement between DepletionIQ, an Indiana limited liability company ("DepletionIQ," "we," "us"), and the business that signs up for or uses the DepletionIQ platform and website ("Customer," "you"). You accept these Terms when you sign up, when you start a subscription or trial at checkout, or by using the Services. The person accepting confirms they are authorized to bind Customer. The Services are for business use only and are not offered to consumers.
1.1 "Services" means the DepletionIQ hosted software platform, website and related services, including account-level placement and reorder visibility, distributor report ingestion, dashboards, field-rep and tasting tools, and generated period summaries, as included in your Plan.
1.2 "Customer Data" means distributor reports, depletion files, sales, account, event, tasting and other data that you or your Authorized Users submit to the Services, together with the format mappings, SKU and account mappings, and historical data we build or load for you.
1.3 "Authorized User" or "Seat" means an individual employee, contractor or field representative of Customer who is issued unique login credentials, including the office users and field reps included in your Plan.
1.4 "Licensed State" means each U.S. state or market for which your Plan includes depletion reporting, counted as described on our pricing page.
1.5 "Output" means dashboards, reports, alerts, summaries and exports generated by the Services from Customer Data.
1.6 "Plan" means the subscription tier you select, with the Seats, Licensed States, fees and features listed for it on our pricing page at the time you subscribe, or as stated in a separate written agreement signed by both parties.
1.7 "Billing Period" means each monthly period of your subscription.
2.1 Subscription access. We grant you a non-exclusive, non-transferable, non-sublicensable right during your subscription to access and use the Services for your internal business purposes, limited to the Seats and Licensed States in your Plan.
2.2 Included services. Your fees include: (a) hosted access to the Services; (b) for Managed, and for any Plan you start after a demo booked with us, onboarding, in which we build ingestion for your distributors' report formats, map your SKUs and accounts, load your history and run a first data audit (a Plan you start from a self-serve trial does not include onboarding: you upload your own reports, and we read them in the formats we support); (c) ongoing ingestion and normalization of distributor reports in formats we support; (d) the Seats and Licensed States in your Plan; (e) standard maintenance, updates, security patches and data backups; (f) any other services listed for your Plan on our pricing page, such as analyst calls; and (g) email support at sales@depletioniq.io during Business Hours (Monday through Friday, 9:00 a.m. to 5:00 p.m. Eastern, excluding U.S. federal holidays).
2.3 Support targets. We aim to respond within one Business Day for standard issues and within four Business Hours when the Services are unavailable. We aim to process a complete, correctly formatted supported distributor file within two Business Days of receipt. These are targets, not guarantees, and missing one is not a breach.
2.4 Excluded services. Unless we agree otherwise in writing, fees do not include: (a) custom features, integrations or reports built only for you; (b) cleanup of incomplete, inaccurate or late source files beyond our standard data audit; (c) on-site training or travel; or (d) third-party software, data or services. We will quote any such work before we start it.
2.5 Nature of Output. The Services report data supplied by distributors and other third parties. We do not audit, verify or guarantee the accuracy, completeness or timeliness of that source data. The Services show where product is placed and reordered based on reported data. They do not represent retail sales to consumers, and Output is not accounting, tax, legal or regulatory advice.
3.1 Term. Your subscription starts when you complete signup and renews automatically for successive Billing Periods until canceled under this Section. There is no annual contract.
3.2 Cancellation by you. You may cancel at any time from the billing page in your account or by emailing sales@depletioniq.io. Cancellation takes effect at the end of the Billing Period you have already paid for, and you will not be charged again. There is no cancellation fee.
3.3 Termination by us for convenience. We may end your subscription for any lawful reason by giving you at least thirty (30) days' notice. We will refund prepaid fees for any period after the end date.
3.4 Termination for cause. Either party may terminate on written notice if the other party (a) materially breaches these Terms and fails to cure within fifteen (15) days after written notice, or (b) becomes insolvent, makes an assignment for the benefit of creditors or becomes subject to bankruptcy proceedings. Non-payment is handled under Section 6.3.
3.5 Effect of termination. When your subscription ends: (a) your access ends; (b) unpaid fees through the end date become due; (c) for thirty (30) days you may request an export of your Customer Data, including your mappings and history, in CSV or another standard format, which we will provide at no charge if your account is current; and (d) after that period we may delete Customer Data from active systems, with backup copies deleted in the ordinary backup cycle. Sections 2.5, 4, 7, 8, 9, 10, 11, 12 and 13 survive.
4.1 Fees. You will pay the fees for your Plan. The first Billing Period may be prorated.
4.2 Payment. We charge fees in advance at the start of each Billing Period to the card or bank account on file, through our payment processor (currently Stripe). You authorize these recurring charges until you cancel. If we agree in writing to invoice you instead, invoices are due within fifteen (15) days by ACH or another method we accept.
4.3 Late and failed payments. If a card or bank charge fails, we will retry it and notify you. Past-due invoiced amounts accrue a late charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by Indiana law, whichever is less. You are responsible for reasonable collection costs, including attorneys' fees, to the extent permitted by Indiana law. Section 6.3 applies to amounts that remain unpaid.
4.4 Plan changes. You may move to a higher or lower Plan from the billing page in your account as your state footprint changes. A move to a higher Plan takes effect at once with no extra charge, and its fee applies from your next Billing Period. A move to a lower Plan takes effect at the end of your current Billing Period or trial; if you moved to a higher Plan during the current Billing Period, you can move down once the next one has started. There is no penalty in either direction.
4.5 Trials and pilot pricing. Plans offered with a free trial on our pricing page start with a thirty (30) day trial, unless you have had a subscription or complimentary access before. We take a card at checkout to start the trial and charge nothing during it; the first charge is on the day the trial ends unless you cancel before then, and we email you before that charge. If we agree pilot pricing with you, we will show its end date and the price that follows before you sign up, and paid charges at that price begin when the pilot ends unless you cancel before then.
4.6 Price changes. We may change fees by notifying you by email. New fees take effect at the start of your first Billing Period that begins at least fourteen (14) days after the notice. If you do not agree, you may cancel before then under Section 3.2.
4.7 Taxes. Fees exclude taxes. You are responsible for any sales, use or similar taxes on the Services, other than taxes on our net income. We will collect taxes where required by law.
4.8 No refunds. Fees are non-refundable, and partial Billing Periods are not refunded on cancellation, except where we terminate for convenience or you terminate for our uncured material breach. In those cases we will refund prepaid fees for the unused part of the Billing Period.
4.9 Billing disputes. If you believe a charge is wrong, email sales@depletioniq.io within thirty (30) days of the charge with reasonable detail. Please contact us before filing a chargeback so we can resolve it. You must pay undisputed amounts when due.
5.1 You will: (a) supply source data on time and in a usable format, and obtain any consents or authorizations needed to share distributor or third-party data with us; (b) keep credentials confidential and promptly notify us of unauthorized access; (c) ensure that each Seat is used by only one individual; (d) comply with all laws that apply to your use of the Services, including federal, state and local alcoholic beverage laws (including Indiana Code Title 7.1 where applicable) and TTB requirements; and (e) remain solely responsible for your own regulatory compliance, tied-house, trade-practice and marketing decisions.
5.2 Restrictions. You will not: (a) resell, sublicense or provide the Services to third parties; (b) reverse engineer, decompile or attempt to derive source code; (c) build a competing product or benchmark the Services for a competitor; (d) upload malicious code or unlawfully obtained data; (e) circumvent usage limits or security controls; or (f) use the Services in violation of law.
6.1 Right to refuse work. We may decline, in our reasonable discretion, any request for custom work or other services outside the included services. We will not refuse service on any basis prohibited by applicable federal or Indiana civil rights law.
6.2 Right to refuse data. We may refuse to ingest, process or retain any data we reasonably believe (a) was obtained or shared without authorization, (b) infringes third-party rights, (c) contains malicious code, (d) includes sensitive personal information not needed for the Services (such as Social Security numbers, financial account numbers or health information), or (e) would require us to violate law or a third-party agreement.
6.3 Suspension. We may suspend all or part of the Services, with notice where practicable, if: (a) any undisputed amount is more than fifteen (15) days past due, including after failed payment retries; (b) your use threatens the security, integrity or availability of the Services or other customers; (c) you breach Section 5; or (d) suspension is required by law, court order or a governmental authority. We will restore the Services promptly once the cause is resolved. Fees continue to accrue during a suspension you caused.
6.4 Right to decline. We may decline any signup or renewal for any lawful business reason, including credit risk, conflicts of interest or capacity.
7.1 Ownership of Customer Data. As between the parties, you own Customer Data. You grant us a limited license to host, copy, process and display Customer Data solely to provide, secure, support and improve the Services and as described in Section 7.2.
7.2 Aggregated Data. We may combine Customer Data with data from other customers and sources to create data that is de-identified and aggregated so that it does not identify, and cannot reasonably be used to identify, you, your brands, your distributors, your accounts or any individual ("Aggregated Data"). We own Aggregated Data and may use, publish, license and commercialize it for any lawful purpose, including industry trend reports, market reports and benchmarks, during and after your subscription. We will not publish or provide Aggregated Data for any category, market or time period unless it combines data from at least five (5) unrelated customers and no single customer accounts for more than twenty-five percent (25%) of that data. We will not sell Customer Data or disclose Customer-identifiable data to your distributors, competitors or any other third party. You may opt out of Aggregated Data at any time by emailing sales@depletioniq.io. After we receive your opt-out, we will not include your Customer Data in Aggregated Data we create from then on. Aggregated Data created before your opt-out is not affected. This Section survives termination.
7.3 Security. We maintain commercially reasonable administrative, technical and physical safeguards designed to protect Customer Data, including encryption in transit, access controls and off-site backups.
7.4 Breach notification. If we discover a breach of the security of a system involving Customer Data that includes personal information, we will notify you without unreasonable delay and cooperate with your obligations under applicable law, including Indiana Code § 24-4.9.
7.5 Personal data. To the extent we process personal data on your behalf, we act as a processor, process it only on your documented instructions and follow applicable privacy law, including the Indiana Consumer Data Protection Act (Indiana Code § 24-15) where applicable. We will sign a data processing addendum on request. Our Privacy Policy describes how we handle personal information.
8.1 We and our licensors retain all right, title and interest in the Services, software, parsers, templates, documentation and any improvements, including improvements you suggest. The format mappings, SKU and account mappings, and history we build for you during onboarding are part of your Customer Data, and you keep them if you leave. No rights are granted except as expressly stated. You may use Output internally during and after your subscription.
8.2 Feedback. You may provide suggestions or feedback, and we may use them without restriction or obligation.
9.1 Limited warranty. We warrant that we will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. Your exclusive remedy for breach of this warranty is re-performance of the nonconforming Services or, if we cannot do so within a reasonable time, termination and a refund of prepaid fees for the affected Billing Period.
9.2 Availability. We will use commercially reasonable efforts to make the Services available 24/7, excluding scheduled maintenance, emergency maintenance and events beyond our reasonable control. We do not guarantee uninterrupted or error-free operation.
9.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 9.1, THE SERVICES AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THE ACCURACY OF DISTRIBUTOR OR THIRD-PARTY DATA OR ANY BUSINESS RESULT FROM USE OF THE SERVICES.
10.1 Exclusion of damages. EXCEPT FOR YOUR PAYMENT OBLIGATIONS, A PARTY'S INDEMNIFICATION OBLIGATIONS, OR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, SALES, GOODWILL OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Liability cap. EXCEPT FOR THE SAME EXCLUSIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO US IN THE THREE (3) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.
10.3 Basis of bargain. These limitations are an essential basis of the bargain, reflect an allocation of risk between commercial parties, and apply even if a limited remedy fails of its essential purpose. Nothing in these Terms limits liability that cannot be limited under Indiana law.
10.4 Time limit for claims. Any claim arising under these Terms must be brought within one (1) year after the cause of action accrues, to the extent permitted by Indiana law.
11.1 By us. We will defend you against any third-party claim alleging that the Services, as we provide them, infringe a U.S. patent, copyright or trademark or misappropriate a trade secret, and will pay resulting damages and costs finally awarded. This does not apply to claims arising from Customer Data, modifications we did not make, or combination with items we did not supply. We may procure a right for you to continue use, modify the Services, or terminate and refund prepaid unused fees.
11.2 By you. You will defend us against any third-party claim arising from Customer Data, your breach of Section 5, or your violation of law, including alcoholic beverage laws, and will pay resulting damages and costs finally awarded.
11.3 Procedure. The indemnified party must give prompt written notice, give the indemnifying party control of the defense and settlement, and provide reasonable cooperation. No settlement imposing obligations on the indemnified party may be made without its consent.
Each party will protect the other's non-public business, technical and financial information ("Confidential Information") with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors who need to know and are bound by similar obligations. Customer Data is your Confidential Information. These obligations do not apply to information that is public through no fault of the recipient, already known to the recipient, independently developed, or rightfully received from a third party. A party may disclose Confidential Information if legally required, after giving prompt notice where lawful. These obligations survive for three (3) years after termination, and indefinitely for trade secrets under the Indiana Uniform Trade Secrets Act (Indiana Code § 24-2-3).
13.1 Governing law. These Terms are governed by the laws of the State of Indiana, without regard to its conflict-of-laws rules. These Terms are primarily for services, and the Uniform Commercial Code (Indiana Code § 26-1-2) does not apply except to the extent required by law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13.2 Informal resolution. The parties will first try in good faith to resolve any dispute through discussions between senior representatives for at least thirty (30) days after written notice.
13.3 Venue. Any action arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in Marion County, Indiana, and each party consents to personal jurisdiction and venue there. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
13.4 Jury waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS.
13.5 Attorneys' fees. In any action to enforce these Terms, the prevailing party may recover its reasonable attorneys' fees and costs.
14.1 Changes to these Terms. We may update these Terms from time to time. We will post the updated Terms with a new "Last updated" date and notify the account owner by email or in-app notice. Changes take effect when posted, except that changes to fees, or changes that materially reduce your rights, take effect at the start of your next Billing Period. If you do not agree to a change, you may cancel under Section 3.2 before it takes effect. Continued use after a change takes effect means you accept it.
14.2 Separate agreements. If we sign a separate written agreement with you, it controls over these Terms only for the items it expressly changes. Customer purchase-order terms are void.
14.3 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.
14.4 Force majeure. Neither party is liable for delay or failure (other than payment) caused by events beyond its reasonable control, including outages of hosting, cloud or internet providers, natural disasters, labor disputes or government action.
14.5 Assignment. Neither party may assign these Terms without the other's written consent, except that either party may assign them to a successor in a merger, acquisition, or sale of substantially all relevant assets or equity, on notice. This includes any change of our name or brand.
14.6 Subcontractors. We may use subcontractors and service providers, including hosting, payment and AI-model providers, and remain responsible for their performance.
14.7 Notices. We send notices to the email address of your account owner. You send notices to sales@depletioniq.io. Notices are effective on receipt.
14.8 Publicity. We may identify you as a customer by name and logo unless you opt out by email. Any case study requires your prior written approval.
14.9 Electronic acceptance. Acceptance by checkbox, click or electronic signature is binding under the federal E-SIGN Act and the Indiana Uniform Electronic Transactions Act (Indiana Code § 26-2-8).
14.10 Entire agreement. These Terms and any separate written agreement under Section 14.2 are the entire agreement on their subject and supersede prior agreements on it. A failure to enforce a provision is not a waiver.
14.11 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of these Terms remain in effect.
Questions about these Terms: sales@depletioniq.io.