ExactPour Terms of Service (Master Subscription Agreement)

ExactPour Terms of Service

Master Subscription Agreement

Last updated: October 7, 2026

These Terms of Service (the "Terms" or "Agreement") form a binding contract between ExactPour LLC, a Florida limited liability company ("ExactPour," "we," "us," or "our"), and the individual or entity that registers for or uses the Service ("Customer," "Subscriber," "you," or "your"). By clicking "I agree," creating an account, or accessing or using the Service, you accept these Terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "Customer" refers to that entity.

If you do not agree to these Terms, do not access or use the Service.

1. Definitions

• Service, the ExactPour web application, mobile applications, APIs, and related software and services made available by ExactPour.
• Customer Data, all data, content, and information that Customer or its Authorized Users submit to or generate through the Service, including inventory counts, product catalog entries, sales and POS data, invoices, waste logs, recipes, push tokens associated with Authorized Users, and configuration.
• Authorized User, an employee, contractor, or agent of Customer whom Customer authorizes to use the Service under Customer's account.
• Order, the online or written subscription selection specifying the plan, pricing, and term.
• Subscription Term, the period during which Authorized Users are permitted to use the Service, as set out in the Order.

2. The Service and Account Registration

2.1 Provision of Service. Subject to these Terms, ExactPour grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for Customer's internal business operations.

2.2 Accounts. You must provide accurate, complete registration information and keep it current. You are responsible for all activity that occurs under your account and for maintaining the confidentiality of credentials. Notify us immediately at support@exactpour.com of any unauthorized use.

2.3 Eligibility. The Service is offered to businesses and is not directed to consumers or to individuals under 18. Where the Service is used to manage alcohol inventory, Customer represents that it holds all licenses required by applicable law.

3. Subscriptions, Plans, and Free Trials

3.1 Plans. The Service is offered on tiered subscription plans (currently Free, Starter, Pro, Scale, and Enterprise). Plan features, user seats, location limits, and usage quotas (including weekly scan quotas) are described at the time of purchase and may be updated for future terms. Current publicly marketed pricing is described on our pricing page and may be changed for future terms as set forth in Section 4.4.

3.2 Free Trial. If you register for a free trial, we make the Service available on a trial basis until the earlier of (a) the end of the trial period displayed at signup (fourteen (14) days for a new account) or (b) the start of a paid subscription. Nothing is charged unless you add a payment method. If you add a payment method and do not cancel before the trial ends, you will be charged the then-applicable subscription fee. If you never add a payment method, the trial ends with nothing charged. If you move to the Free plan, your data is retained subject to Free plan limits. Trial data may be permanently deleted only if you do not continue on a Free or paid plan. Trials are provided "as is" without warranty.

3.3 Usage Limits. Your plan includes defined quotas. If you exceed a quota, we may throttle usage, require an upgrade, or charge overage fees as described at purchase.

4. Fees, Billing, and Taxes

4.1 Fees. You agree to pay all fees for your selected plan. Except as expressly stated in this Agreement or required by applicable law, fees are non-refundable; see our Refund & Cancellation Policy.

4.2 Payment Processing. Paid subscriptions are billed through our third-party payment processor (Stripe). You authorize recurring charges to your payment method for the subscription and any applicable overage or taxes.

4.3 Auto-Renewal. Subscriptions renew automatically for successive terms equal to the prior term unless cancelled before the renewal date. We will use reasonable efforts to send a renewal reminder email approximately fifteen (15) to thirty (30) days before each renewal, including notice of any pending price change. You may cancel at any time through your account settings or by contacting support@exactpour.com.

4.4 Price Changes. We may change fees effective as of the next renewal by providing notice before the renewal date.

4.5 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, VAT, and similar taxes, excluding taxes on ExactPour's net income.

4.6 Late Payment. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and we may suspend the Service for non-payment after notice.

5. Customer Data and Privacy

5.1 Ownership. As between the parties, Customer owns all Customer Data. Customer grants ExactPour a worldwide, limited license to host, process, transmit, and display Customer Data solely to provide and improve the Service and as permitted by these Terms and the Privacy Policy.

5.2 Privacy. Our collection and use of personal information is described in the Privacy Policy. Where ExactPour processes personal data on Customer's behalf, the Data Processing Agreement applies and is incorporated by reference.

5.3 Aggregated Data. ExactPour may generate anonymized and aggregated statistics that do not identify Customer or any individual, and may use such data to operate, improve, and benchmark the Service.

5.4 Our Access to Customer Data. You acknowledge and agree that authorized ExactPour personnel and our vetted subprocessors may access Customer Data on a need-to-know, least-privilege basis solely to operate, maintain, secure, support, and improve the Service (for example, to resolve a support request, investigate a security event, deliver push notifications you enable, sync offline mobile queues, or fix a defect), and as otherwise permitted by the Privacy Policy and the Data Processing Agreement. Such access is subject to confidentiality obligations and is logged. We do not sell Customer Data, and we do not use it for third-party advertising.

5.5 Security. ExactPour maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including database-enforced tenant isolation (Row Level Security), encryption of data in transit, platform encryption of data at rest, encrypted storage of integration secrets, role-based access controls, and append-only audit logging.

5.6 Security Incident Notification. In the event ExactPour becomes aware of a confirmed security incident that compromises the confidentiality, integrity, or availability of Customer Data, ExactPour will notify Customer without undue delay and, where feasible, within seventy-two (72) hours of confirmation, consistent with applicable law. The notice will include, to the extent known, a general description of the incident, the categories of data affected, and the remedial steps taken or planned. This obligation does not expand ExactPour's liability beyond the limits set forth in this Agreement.

6. Acceptable Use

Your use of the Service is subject to the Acceptable Use Policy, which is incorporated by reference. We may suspend access for violations that pose a security, legal, or operational risk.

7. Third-Party Services and Integrations

The Service integrates with third-party products and services, including POS providers (such as Toast, Square, Clover, and GoTab), barcode data providers, analytics and crash-reporting providers, email and push-notification providers, hosting providers, payment processors, and AI providers, and may exchange data with other third-party data sources used for product catalog enrichment or verification. A current list of subprocessors is maintained at exactpour.com/legal/subprocessors. Your use of a third-party integration is governed by that third party's terms, and ExactPour is not responsible for third-party services. Enabling an integration authorizes ExactPour to exchange the relevant data with that third party.

8. Intellectual Property

8.1 ExactPour IP. ExactPour and its licensors retain all right, title, and interest in and to the Service, including all software, features, and the global product catalog, and all improvements thereto. No rights are granted except as expressly set out here.

8.2 Feedback. If you provide feedback or suggestions, you grant ExactPour a perpetual, irrevocable, royalty-free license to use them without restriction.

9. Confidentiality

Each party may access the other's Confidential Information. The receiving party will use it only to perform under this Agreement, protect it with reasonable care, and not disclose it except to personnel and advisors bound by confidentiality obligations, or as required by law. These obligations survive termination or expiration of this Agreement for three (3) years, except that obligations with respect to trade secrets survive for as long as the information remains a trade secret under applicable law.

10. Warranties and Disclaimers

10.1 Mutual. Each party represents it has authority to enter into this Agreement.

10.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXACTPOUR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ExactPour does not warrant that inventory, variance, forecasting, ordering, or AI-generated outputs are accurate, complete, or fit for any particular purpose. Additional important notices and limitations are set out in our Disclaimers, which are incorporated by reference.

10.3 AI-Powered and Automated Features. The Service may include artificial intelligence, machine learning, forecasting, anomaly and variance detection, ordering recommendations, automated database maintenance, UPC and product-data enrichment, invoice OCR (including optional third-party OCR prepass), narrated reports, and conversational agents or workflows. These features are provided for assistive and informational purposes only. You acknowledge that outputs may be incomplete, inaccurate, or contain errors (sometimes called "hallucinations"). ExactPour makes no warranty regarding the accuracy, reliability, completeness, or fitness for any particular purpose of any AI-generated or automated output. You are solely responsible for reviewing, verifying, and deciding whether to rely on or act upon any output. AI outputs do not constitute legal, regulatory, compliance, tax, accounting, or other professional advice. The foregoing applies even if ExactPour personnel assisted in configuring or training features for your account.

11. Limitation of Liability

11.1 Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

11.2 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO EXACTPOUR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR THE FREE PLAN, EXACTPOUR'S TOTAL LIABILITY WILL NOT EXCEED USD $100.

11.3 Exceptions. The limitations and exclusions in Sections 11.1 and 11.2 do not apply to: (a) breaches of confidentiality obligations under Section 9; (b) ExactPour's indemnification obligations under Section 12; (c) claims arising from fraud, gross negligence, or willful misconduct; or (d) any liability that cannot be limited or excluded by applicable law.

12. Indemnification

12.1 By Customer. Customer will defend and indemnify ExactPour against claims arising from (a) Customer Data, (b) Customer's use of the Service in violation of this Agreement or law, or (c) Customer's failure to hold required alcohol or business licenses.

12.2 By ExactPour. ExactPour will defend Customer against third-party claims that (a) the Service, as provided, infringes such third party's intellectual property rights, or (b) arise from ExactPour's material violation of its Privacy Policy or Data Processing Agreement with respect to Customer Data, in each case subject to standard exclusions (including claims arising from Customer Data, Customer's combinations or modifications, or use in violation of this Agreement).

12.3 Procedure. The party seeking indemnification must: (i) promptly notify the indemnifying party in writing of the claim; (ii) grant the indemnifying party sole control of the defense and settlement of the claim (provided that no settlement that imposes any obligation on, or admits fault by, the indemnified party will be made without the indemnified party's prior written consent, not to be unreasonably withheld); and (iii) provide reasonable cooperation and assistance at the indemnifying party's expense.

13. Term, Suspension, and Termination

13.1 Term. This Agreement is effective until all subscriptions have expired or been terminated.

13.2 Termination for Cause. Either party may terminate for the other's material breach that remains uncured 30 days after written notice.

13.3 Suspension. We may suspend the Service for non-payment, security risk, or Acceptable Use Policy violations.

13.4 Effect of Termination. Upon termination or expiration of this Agreement, Customer's right to access the Service will cease. For a period of thirty (30) days following termination, Customer may export Customer Data in a commercially reasonable format (such as CSV or JSON) using the Service's standard export functionality. ExactPour will provide reasonable transition assistance upon request, which may be subject to additional fees for complex migrations. After such thirty (30) day period, ExactPour may delete or anonymize Customer Data in the ordinary course of business, subject to legal retention requirements, backup cycles, and any active legal holds. ExactPour has no obligation to retain Customer Data beyond this period.

14. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, facilities, fuel, energy, labor or materials, pandemics, epidemics, or failures of utilities, telecommunications, or internet providers. The affected party will give prompt notice of the force majeure event and use reasonable efforts to mitigate its effects and resume performance as soon as practicable.

15. Changes to the Service and Terms

We may modify the Service and these Terms. For material changes to these Terms, we will provide notice (e.g., by email or in-app) and, where consent is required, request your acceptance. Continued use after the effective date constitutes acceptance. If a material change adversely affects the pricing or core functionality of the Service for an existing paid subscription, Customer may terminate the affected subscription without penalty by notifying support@exactpour.com within thirty (30) days after the change's effective date, and ExactPour will refund any prepaid, unused fees covering the period after the termination date.

16. Governing Law and Disputes

This Agreement is governed by the laws of the State of Florida, USA, excluding its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Florida, except that either party may seek injunctive relief in any court of competent jurisdiction.

17. General

17.1 Entire Agreement; Severability; Assignment; Waiver. These Terms, together with any Order and incorporated policies, are the entire agreement between the parties regarding their subject matter. If any provision is unenforceable, the remainder remains in effect. Neither party may assign this Agreement without the other's consent, except in connection with a merger or sale of assets. Failure to enforce a provision is not a waiver.

17.2 Publicity. ExactPour may list Customer's business name in a customer list on our website unless Customer emails support@exactpour.com to opt out. Case studies, quotes, logos, and any use of metrics require Customer's separate written approval.

17.3 Notices. Notices to Customer may be provided by email to the address on file or by in-app notification, and are deemed received one (1) business day after sending. Legal notices to ExactPour should be sent to support@exactpour.com.

17.4 Claims Limitation. Except where prohibited by applicable law, any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after the claim or cause of action arose, or it is permanently barred. This section does not shorten any statutory limitation period that cannot be shortened by agreement.

17.5 Export Control and Sanctions. The Service is subject to U.S. export control and economic sanctions laws and regulations. Customer represents and warrants that it is not, and will not permit any Authorized User to be: (a) located, organized, or resident in a country or territory subject to comprehensive U.S. sanctions; (b) listed on any U.S. government restricted- or denied-party list (including the OFAC Specially Designated Nationals list and the Commerce Department's Entity List or Denied Persons List); or (c) using the Service in violation of applicable export control or sanctions laws. ExactPour may suspend or terminate access immediately to comply with such laws.

18. Contact

ExactPour LLC · support@exactpour.com · exactpour.com

A street address is not published on this site. Email support@exactpour.com for the current registered agent in Florida.