Terms of Service

By accessing or using AisleCore (“the Platform”), operated by AisleCore, Inc. (“AisleCore,” “we,” “us,” or “our”), you (“Customer,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”). If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization.

If you do not agree to these Terms, you must not access or use the Platform. These Terms, together with our Privacy Policy, Data Processing Agreement, and Acceptable Use Policy, constitute the complete agreement between you and AisleCore.

AisleCore is a modular operating platform for consumer packaged goods (CPG) brands, providing:

• Trade spend management and promotion lifecycle management
• Deduction reconciliation and recovery workflows
• Distribution tracking and gap analysis across retail accounts
• Performance analytics, weekly digests, and anomaly detection
• CSV import/export, audit logging, and role-based access control

The Platform is offered as a cloud-hosted software-as-a-service (SaaS) solution. Features may vary by subscription tier.

AisleCore Platform: AisleCore and its licensors own all rights, title, and interest in the Platform, including all software, algorithms, user interfaces, documentation, trademarks, and service marks. Nothing in these Terms transfers any intellectual property rights to you except the limited right to use the Platform during your subscription.

Customer Data: You retain all intellectual property rights in the data you upload to the Platform. AisleCore acquires no ownership rights in your Customer Data.

Aggregated Data: AisleCore may generate anonymized, aggregated, and de-identified statistical data derived from Platform usage (“Aggregated Data”). Aggregated Data does not identify you or any individual and may be used by AisleCore to improve the Platform.

Feedback: If you provide suggestions, ideas, or feedback about the Platform, you grant AisleCore a perpetual, worldwide, royalty-free license to use that feedback without obligation to you.

You agree to use the Platform in accordance with our Acceptable Use Policy. Without limitation, you agree not to:

• Upload malicious files or attempt to compromise the Platform's security or integrity
• Access, tamper with, or attempt to access other tenants' data or accounts
• Reverse engineer, decompile, or disassemble any part of the Platform
• Use the Platform for any unlawful purpose or in violation of applicable regulations
• Exceed reasonable usage limits, including API rate limits and storage limits applicable to your plan
• Resell, sublicense, or provide the Platform to third parties without written authorization
• Transmit spam, unsolicited communications, or harmful code through the Platform

Violation of this section may result in immediate suspension or termination of your account.

AisleCore processes Customer Data in accordance with our Privacy Policy and, where applicable, our Data Processing Agreement (DPA).

Where AisleCore processes personal data on your behalf, we act as a data processor under GDPR and equivalent regulations. You remain the data controller responsible for the lawful collection and use of personal data uploaded to the Platform.

Our DPA, available at aislecore.com/dpa, incorporates Standard Contractual Clauses (SCCs) for international data transfers and details our technical and organizational security measures.

For customers subject to the General Data Protection Regulation (EU/UK GDPR), AisleCore commits to the following:

• Lawful basis: We process personal data under contractual necessity (to deliver the service), legitimate interest (to maintain security and improve the Platform), and consent (where explicitly provided, such as for marketing communications)
• Data subject rights: We support your obligation to respond to data subject requests for access, rectification, erasure, restriction of processing, data portability, and objection to processing
• Data minimization: We collect and process only the data necessary to deliver the Platform
• Data Protection Officer: For GDPR inquiries, contact dpo@aislecore.com
• International transfers: Where data is transferred outside the EEA, we rely on Standard Contractual Clauses (SCCs) or other approved transfer mechanisms
• Records of processing: We maintain records of processing activities as required under Article 30 of the GDPR

Under the CCPA/CPRA, you have the right to:

• Know: Request disclosure of the categories and specific pieces of personal information we have collected about you
• Delete: Request deletion of your personal information, subject to certain exceptions
• Opt-out: AisleCore does not sell personal information. We do not share personal information for cross-context behavioral advertising
• Non-discrimination: You will not receive discriminatory treatment for exercising your CCPA rights
• Correction: Request correction of inaccurate personal information

To exercise these rights, contact us at privacy@aislecore.com. We will respond within 45 days as required by law.

AisleCore engages trusted third-party subprocessors to deliver the Platform. A current list of subprocessors, including their purpose and data processing location, is maintained and available in our Privacy Policy.

We will notify you of any material changes to our subprocessor list at least 30 days in advance. If you object to a new subprocessor, you may terminate the affected service within 30 days of notification.

Our breach notification will include:

• The nature of the breach, including categories and approximate number of affected records
• Contact details of our Data Protection Officer
• A description of likely consequences of the breach
• Measures taken or proposed to address the breach and mitigate its effects

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN NO EVENT SHALL AISLECORE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM.

AISLECORE'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS YOU PAID TO AISLECORE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for consequential damages, so the above limitations may not apply to you in full.

Your indemnification: You agree to indemnify, defend, and hold harmless AisleCore, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform in violation of these Terms; (b) your violation of any applicable law or regulation; or (c) any data you upload to the Platform that infringes third-party rights.

Our indemnification: AisleCore will indemnify and defend you from third-party claims alleging that the Platform, as provided by AisleCore, infringes a third party's intellectual property rights, provided you promptly notify us of the claim and cooperate with our defense.

The parties agree to resolve disputes arising under these Terms through the following process:

1. Informal negotiation: The parties will first attempt to resolve the dispute through good-faith negotiation for a period of 30 days following written notice of the dispute.
2. Mediation: If informal negotiation fails, the parties agree to participate in non-binding mediation administered by a mutually agreed-upon mediator in Wilmington, Delaware, before initiating any court proceedings or arbitration.
3. Binding arbitration: If mediation fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, and the arbitrator's decision shall be final and enforceable in any court of competent jurisdiction.

Class action waiver: You agree that any dispute resolution proceedings will be conducted on an individual basis and not as a class, consolidated, or representative action.

Exception: Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

We may update these Terms from time to time. We will provide at least 30 days' written notice of material changes via email to the address associated with your account. The updated Terms will indicate the new effective date at the top of this page.

Continued use of the Platform after the effective date of updated Terms constitutes acceptance. If you do not agree with the updated Terms, you may terminate your account before the effective date.