Terms of Service

# Terms of Service **Effective Date:** April 13, 2026 **Last Updated:** April 13, 2026 These Terms of Service ("Terms") form a legally binding agreement between Incline Labs, LLC, a Delaware limited liability company ("Incline," "we," "us," or "our"), and the entity or individual ("Customer," "you," or "your") that accesses or uses the Incline platform, including our web application, mobile applications for iOS and Android, in-store shift console, APIs, and any related services (collectively, the "Service"). **By clicking "I agree," creating an account, or accessing or using the Service, you agree to these Terms.** If you are accepting these Terms on behalf of an 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. These Terms incorporate by reference our Privacy Policy and, where applicable, our Data Processing Addendum. ## 1. The Service Incline provides software-as-a-service tools designed for independent gas station and convenience store operators, including fuel pricing management, shift scheduling, inventory management, multi-site operations, and accounting (the "Service"). The features available to you depend on your subscription plan. We may modify, add, or discontinue features at any time in our reasonable discretion, provided we do not materially decrease the core functionality of the Service during a paid subscription term without offering you a pro-rata refund. ## 2. Eligibility and Account Registration To use the Service, you must (a) be at least 18 years old, (b) be authorized to enter into a binding contract on behalf of yourself or your business, and (c) not be barred from using the Service under applicable law. You agree to provide accurate, current, and complete information when registering and to keep your account information up to date. You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You must notify us immediately at security@useincline.com of any unauthorized use of your account or any other breach of security. We are not liable for any loss or damage arising from your failure to safeguard your credentials. ## 3. Subscriptions, Fees, and Payment **Subscription Plans.** The Service is provided on a subscription basis. Your subscription plan, fees, and billing cycle are specified at the time of purchase or in an order form. **Payment.** You authorize us, through our payment processor (Stripe, Inc.), to charge your designated payment method for all fees due. Fees are non-refundable except as required by law or expressly stated in these Terms. **Auto-Renewal.** Your subscription will automatically renew at the end of each billing cycle for an additional period of the same length, at the then-current rate, unless you cancel before the renewal date. You may cancel auto-renewal at any time through your account settings. **Taxes.** Fees are exclusive of all taxes. You are responsible for all sales, use, value-added, and similar taxes associated with your use of the Service, except for taxes based on our net income. **Late Payment.** Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend or terminate the Service if your account becomes more than 15 days past due. **Price Changes.** We may change our fees with at least 30 days' prior notice. Changes take effect at your next renewal. ## 4. Customer Data **Ownership.** As between you and Incline, you own all data, content, and information you or your authorized users submit to or generate within the Service ("Customer Data"). Customer Data includes operator information, employee records, inventory data, sales data, scheduling data, and shopper loyalty data that you upload or generate. **License to Incline.** You grant Incline a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and use Customer Data solely as necessary to provide and improve the Service, to comply with applicable law, and to enforce these Terms. This license terminates when Customer Data is deleted from the Service, except for backups retained for a limited period and aggregated, de-identified data as described below. **Aggregated Data.** We may collect, use, and share aggregated and de-identified data derived from Customer Data for any lawful business purpose, including improving the Service and producing industry benchmarks, provided that such data does not identify you, your customers, or any individual. **Customer Data Responsibility.** You represent and warrant that (a) you have all rights necessary to submit Customer Data to the Service, (b) Customer Data does not infringe any third-party rights or violate any law, and (c) you have provided all required notices and obtained all required consents from individuals whose personal information is included in Customer Data, including your employees and shoppers. ## 5. Incline Intellectual Property **Ownership.** Incline and its licensors own all right, title, and interest in and to the Service, including all software, code, designs, content, trademarks, logos, documentation, workflows, user interfaces, algorithms, machine learning models, training data (excluding Customer Data), database structures, and all related intellectual property rights ("Incline IP"). Except for the limited license granted to you in these Terms, no rights in or to Incline IP are granted to you. **Limited License.** Subject to your compliance with these Terms and timely payment of fees, Incline grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during your subscription term to access and use the Service for your internal business operations. **Trade Secrets.** You acknowledge that the Service contains trade secrets of Incline, including but not limited to its source code, object code, algorithms, data models, pricing logic, machine learning models, user interface designs, workflow methodologies, internal API structures, database schemas, and analytics methodologies. You agree to maintain the confidentiality of these trade secrets and to take reasonable measures to prevent their unauthorized disclosure or use. You acknowledge that any unauthorized disclosure or use will cause Incline immediate and irreparable harm for which monetary damages would be inadequate, and that Incline is entitled to injunctive relief without the requirement of posting bond. **Feedback.** If you provide suggestions, comments, or other feedback about the Service, you grant Incline a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose without obligation to you. ## 6. Restrictions on Use The following restrictions are material terms of these Terms. Violation will result in immediate suspension or termination of your account and may give rise to civil and criminal liability. You will not, and will not permit any user, agent, contractor, or third party to: **(a) Reverse Engineer.** Reverse engineer, decompile, disassemble, translate, attempt to derive the source code of, perform model extraction or stealing attacks against, or otherwise attempt to discover the source code, algorithms, or underlying components of the Service, except to the extent expressly permitted by applicable law that cannot be waived by contract. Where applicable law permits reverse engineering for interoperability, you must first request the necessary information from us in writing at legal@useincline.com and wait at least 30 days for our response. **(b) Scrape or Automate.** Use any robot, spider, crawler, scraper, bot, automated tool, headless browser, or other automated means to access, monitor, copy, extract, or compile any portion of the Service, its content, its data, its pricing information, its feature configurations, its UI elements, or its metadata. This prohibition extends to intermediaries, agents, contractors, and AI-powered tools acting on your behalf. **(c) Train AI Models.** Use the Service, any output of the Service, or any data derived from the Service to develop, train, fine-tune, evaluate, validate, benchmark, improve, or otherwise contribute to any artificial intelligence model, machine learning model, large language model, neural network, or similar system. This prohibition applies whether such training is conducted directly or through any third-party AI tool, and whether the resulting model is foundation, fine-tuned, or specialized. This restriction survives termination of these Terms for three (3) years. **(d) Build Competing Products.** Use the Service, any information learned from the Service, or any access to the Service to build, design, develop, or operate any product or service that competes with the Service. This prohibition applies during the term of your subscription and for two (2) years after termination. This includes, without limitation, using generative AI tools, code generation tools, or so-called "vibe coding" tools in combination with information obtained from the Service to develop competing products. Nothing in this section restricts you from independently developing products without reference to Incline's confidential information or trade secrets. **(e) Benchmark.** Conduct or publish any performance test, benchmark, or competitive analysis of the Service without our prior written consent. **(f) Share Credentials.** Share, sell, transfer, or sublicense your account credentials, or permit any person other than your authorized users to access the Service through your account. **(g) Circumvent.** Bypass, disable, or interfere with any security, rate-limiting, authentication, or access-control feature of the Service. **(h) Unlawful Use.** Use the Service to violate any law, regulation, or third-party right, including laws regarding privacy, employment, wage and hour, predictive scheduling, antitrust, consumer protection, or fair labor practices. **(i) Anticompetitive Coordination.** Use the Service, including any pricing-related features, to facilitate or engage in price-fixing, bid-rigging, market allocation, or other anticompetitive coordination with competitors. You are solely responsible for ensuring that your pricing decisions are made independently and in compliance with all applicable antitrust and competition laws. Incline's pricing tools provide information and recommendations only; all pricing decisions are your sole responsibility. **(j) Cardholder Data.** Upload, transmit, store, or process payment cardholder data (as defined by PCI DSS) within the Service. The Service is not designed or authorized to handle cardholder data, and you agree to keep all such data outside the Service. **(k) Government Benefits Data.** Upload, transmit, store, or process data from electronic benefit transfer (EBT), Supplemental Nutrition Assistance Program (SNAP), or similar government benefits programs in any way that violates applicable program rules. Incline is not a USDA-authorized Third Party Processor. **(l) Resell.** Resell, rent, lease, sublicense, distribute, or otherwise commercially exploit the Service to any third party, except as expressly permitted in writing by Incline. **(m) Misrepresent.** Misrepresent your identity or affiliation, impersonate any person or entity, or provide false information to Incline. ## 7. Service Levels We will use commercially reasonable efforts to make the Service available 99.9% of the time in any given calendar month, excluding (a) scheduled maintenance announced at least 24 hours in advance, (b) emergency maintenance, (c) force majeure events, (d) outages caused by your acts or omissions or your equipment, (e) outages caused by third-party services or networks not under our direct control, and (f) suspensions of your account in accordance with these Terms. If we fail to meet this service level commitment in any calendar month, your sole and exclusive remedy is a service credit equal to: - 10% of your monthly fees for that month if uptime was between 99.0% and 99.9% - 25% of your monthly fees for that month if uptime was between 98.0% and 99.0% - 50% of your monthly fees for that month if uptime was below 98.0% Service credits are applied to future invoices, are not refundable in cash, and are capped at 100% of your monthly fees for the affected month. To request a credit, you must email support@useincline.com within 30 days of the end of the affected month. ## 8. Confidentiality "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential, including the Service's non-public features, pricing, business plans, technical information, and Customer Data. Each party will (a) use the other's Confidential Information only as necessary to perform under these Terms, (b) protect it with at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care), and (c) not disclose it to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than these. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was independently developed without reference to the disclosing party's information, was rightfully received from a third party without confidentiality obligations, or is required to be disclosed by law, provided that the receiving party gives prompt notice when legally permitted. These confidentiality obligations survive termination of these Terms for three (3) years, except for trade secrets, which remain protected for so long as they qualify as trade secrets under applicable law. ## 9. Third-Party Services and Integrations The Service may integrate with or link to third-party products, services, or content, including point-of-sale systems, fuel distributors, and accounting software. We do not control, endorse, or assume responsibility for any third-party services. Your use of third-party services is governed by the terms of those third parties, and any exchange of data between the Service and a third-party service is at your direction and risk. ## 10. Mobile Applications If you access the Service through our mobile applications on iOS or Android, the following additional terms apply. **Apple-Specific Terms.** These Terms are between you and Incline, not Apple Inc. ("Apple"). Apple is not responsible for the Service or its content. Your license to use the iOS application is limited to a non-transferable license to use the application on Apple-branded products that you own or control. Apple has no obligation to provide maintenance or support for the iOS application. In the event the iOS application fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the iOS application; to the maximum extent permitted by law, Apple has no other warranty obligation. Incline, not Apple, is responsible for addressing any claims relating to the iOS application, including product liability claims, claims that the application fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection or similar legislation. Incline, not Apple, is responsible for the investigation, defense, settlement, and discharge of any third-party intellectual property infringement claims relating to the iOS application. You represent that you are not located in a U.S.-embargoed country and are not on any U.S. Government list of prohibited or restricted parties. Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary. **Google-Specific Terms.** Google Play and Google are not responsible for the Service. Your use of the Android application is also subject to the Google Play Terms of Service. ## 11. Beta Features We may make beta, alpha, preview, or experimental features available to you ("Beta Features"). Beta Features are provided "as is," without warranty of any kind, and may be modified or discontinued at any time. Your use of Beta Features is voluntary and at your own risk. Notwithstanding anything to the contrary in these Terms, Incline has no liability arising from your use of Beta Features. ## 12. Term, Suspension, and Termination **Term.** These Terms remain in effect for as long as you have an account with Incline. **Suspension.** We may suspend your access to the Service immediately if (a) you fail to pay fees when due, (b) you breach these Terms, (c) we believe your use of the Service poses a security risk or could subject Incline to liability, or (d) we are required to do so by law. **Termination by You.** You may terminate these Terms at any time by canceling your subscription through your account settings. Termination is effective at the end of your current billing period, and you will not receive a refund of fees paid for the current period. **Termination by Incline.** We may terminate these Terms or your account at any time for material breach not cured within 15 days of notice, or immediately for any breach of Section 6 (Restrictions on Use). We may also terminate with 30 days' notice for any reason, in which case we will refund any prepaid fees for the unused portion of your subscription term. **Effect of Termination.** Upon termination, your right to use the Service ceases. We will make Customer Data available for export for 30 days after termination, after which we may delete it. The following sections survive termination: 4 (to the extent of Customer Data still in our possession), 5, 6 (with the survival periods specified therein), 8, 13, 14, 15, 16, 18, 19, 20, and 21. ## 13. Disclaimers THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLINE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. INCLINE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. INCLINE'S PRICING, INVENTORY, SCHEDULING, ACCOUNTING, AND OTHER FEATURES PROVIDE INFORMATION AND RECOMMENDATIONS ONLY. ALL BUSINESS DECISIONS, INCLUDING PRICING, EMPLOYEE SCHEDULING, INVENTORY ORDERING, AND FINANCIAL REPORTING, ARE YOUR SOLE RESPONSIBILITY. YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL LAWS APPLICABLE TO YOUR BUSINESS, INCLUDING PREDICTIVE SCHEDULING LAWS, WAGE AND HOUR LAWS, ANTITRUST LAWS, ENVIRONMENTAL LAWS, AND LOTTERY, ALCOHOL, TOBACCO, AND FUEL REGULATIONS. ## 14. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW: **(a) Cap on Liability.** EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE FEES PAID OR PAYABLE BY YOU TO INCLINE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (ii) TEN THOUSAND U.S. DOLLARS ($10,000). **(b) Exclusion of Indirect Damages.** NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. **(c) Exceptions.** The limitations in this section do not apply to (i) your obligation to pay fees, (ii) either party's indemnification obligations under Section 15, (iii) either party's breach of confidentiality obligations under Section 8, (iv) your violation of Section 5 or Section 6, or (v) liability that cannot be excluded or limited under applicable law. **(d) Allocation of Risk.** The parties agree that the limitations in this section reflect a reasonable allocation of risk and form an essential basis of the bargain. ## 15. Indemnification **By Incline.** Incline will defend you against any third-party claim that the Service, when used in accordance with these Terms, infringes a U.S. patent, copyright, or trade secret, and will indemnify you against any damages and costs finally awarded against you (or paid in settlement) by a court of competent jurisdiction in connection with such claim, provided you (a) promptly notify Incline of the claim, (b) give Incline sole control of the defense and settlement, and (c) provide reasonable cooperation. If the Service becomes, or in our opinion is likely to become, the subject of an infringement claim, we may at our option (i) procure for you the right to continue using the Service, (ii) modify the Service so it is no longer infringing, or (iii) terminate your subscription and refund any prepaid fees for the unused portion. Incline has no obligation under this section for any claim arising from (1) modifications to the Service not made by Incline, (2) combinations of the Service with products not provided by Incline, (3) your use of the Service in violation of these Terms, or (4) Customer Data. **By You.** You will defend, indemnify, and hold harmless Incline and its officers, directors, employees, contractors, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your Customer Data, (b) your use of the Service in violation of these Terms or applicable law, (c) your violation of any third-party right, including privacy, publicity, or intellectual property rights, (d) employment or labor claims by your employees or contractors, (e) claims by your customers or shoppers, or (f) your business decisions or operations. ## 16. DMCA and Copyright Infringement Incline respects the intellectual property rights of others and expects users of the Service to do the same. If you believe that material on the Service infringes your copyright, please send a notice to our designated agent containing the information required by 17 U.S.C. § 512(c)(3): DMCA Designated Agent Incline Labs, LLC Attn: Legal Department Email: legal@useincline.com We may terminate the accounts of users who are repeat infringers. ## 17. Modifications to These Terms We may modify these Terms from time to time. Material changes will be communicated to you by email or through the Service at least 30 days before they take effect. For non-material changes, we will update the "Last Updated" date. Your continued use of the Service after the effective date of any modification constitutes acceptance of the modified Terms. If you do not agree to the modifications, you must stop using the Service and may cancel your subscription. ## 18. Dispute Resolution; Arbitration; Class Action Waiver **PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH INCLINE AND LIMITS YOUR RIGHTS TO BRING A CLASS ACTION.** **Informal Resolution.** Before filing any claim, you agree to attempt to resolve the dispute informally by contacting legal@useincline.com. We will attempt to resolve the dispute by negotiating in good faith for at least 30 days. **Binding Arbitration.** Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved through informal negotiation will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator. The seat of arbitration will be Wilmington, Delaware. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. **IP Carve-Out.** Notwithstanding the foregoing, either party may bring an action in court for injunctive or equitable relief to protect its intellectual property rights, including for breach of Section 5 (Incline IP), Section 6 (Restrictions on Use), or Section 8 (Confidentiality). **Class Action Waiver.** YOU AND INCLINE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. **Costs of Arbitration.** Each party will bear its own attorneys' fees and costs, except as otherwise required by the AAA rules or applicable law. ## 19. Governing Law and Venue These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. For any claim that is not subject to arbitration, you and Incline agree to submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware. ## 20. Data Processing Addendum Customers requiring a Data Processing Addendum may access Incline's standard DPA at useincline.com/legal/dpa. The DPA is incorporated by reference into these Terms with respect to any Customer that accepts it. ## 21. General **Entire Agreement.** These Terms (together with the Privacy Policy and any DPA, order form, or other written agreement signed by both parties) constitute the entire agreement between you and Incline regarding the Service and supersede all prior agreements. **No Waiver.** Our failure to enforce any provision is not a waiver of our right to do so later. **Severability.** If any provision is found to be unenforceable, the remaining provisions will remain in full force and effect. **Assignment.** You may not assign these Terms or your account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, sale of assets, or by operation of law. **Notices.** We may send notices to you by email at the address associated with your account, by posting in the Service, or by other reasonable means. You may send notices to Incline at legal@useincline.com. **Force Majeure.** Neither party is liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, fire, flood, earthquake, internet or power outages, or labor disputes. **Independent Contractors.** The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship. **Export Control.** You agree to comply with all applicable U.S. and foreign export control laws and regulations. **Government Use.** The Service is "commercial computer software" as defined under applicable federal acquisition regulations. ## 22. Contact Incline Labs, LLC Attn: Legal Department Email: legal@useincline.com General inquiries: contact@useincline.com Support: support@useincline.com