These Terms of Service are a legal contract between your business and us. The short version is below. It is only a guide: the full Terms that follow are what apply.
1.1 These Terms of Service (“Terms”) are a contract between Cervino Management Group, Inc. (“Ordering Guru,” “we,” “us” or “our”) and the business that creates or uses an Ordering Guru account (“you” or “your,” also called the “Customer”).
1.2 These Terms cover all of the following, which together we call the “Service”:
1.3 “Ordering Guru” is our brand name. Checkout pages and receipts may show our paid plan as “Order Guru Pro,” and card statements may show a name identifying Ordering Guru or Cervino Management Group. It is the same Service.
1.4 In these Terms:
2.1 Signing up. By creating an account, whether with an email address and password or with “Continue with Google,” you agree to these Terms on behalf of your business and acknowledge our Privacy Policy. The sign-up screen links to both. If you don't agree, don't create an account or use the Service. We may also ask you to confirm your agreement in the Service, for example by ticking a box or pressing a button.
2.2 Existing accounts. If your Organization was created before these Terms were first published, we will email them to its Admins. They apply to your Organization from the date given in that email, which will be at least 30 days after we send it, or from any earlier date on which an Admin accepts them in the Service. If you don't agree to them, stop using the Service and cancel your subscription before that date. If you keep using the Service after that date, you accept these Terms.
2.3 Users added by an Admin. Admins can add other people to their Organization as Users. The Customer accepts these Terms on behalf of every User it adds, and is responsible for them under Section 4.2 whether or not they have read these Terms. Before a User starts using the Service, the Customer must give them a link to these Terms and our Privacy Policy, and must make sure they follow these Terms. We may ask any User to accept these Terms in the Service before they continue using it.
2.4 Additional terms. Some features may have extra terms, which we'll show you when you turn on or use the feature. Those extra terms become part of this agreement for that feature.
2.5 Records. We may keep a record of which version of these Terms applies to your Organization, and of when and how it was accepted. That record may be used as evidence of your agreement.
3.1 Businesses only. The Service is for businesses buying for business purposes. That includes stores, grocers, restaurants, salons, contractors, clinics and other trade buyers. It is not for personal, family or household use. By using the Service, you confirm that you are using it for your business.
3.2 Age and authority. Anyone who creates an account or accepts these Terms must be at least 18 years old and able to form a binding contract. The person who signs up confirms that they have authority to accept these Terms for the business named on the account. If they don't have that authority, they are responsible to us for any loss caused by the lack of authority.
3.3 Where we offer the Service. We run the Service from the United States, and our prices are in US dollars. We don't offer the Service to businesses located or established in the European Economic Area, and they may not sign up for or use it. If your business is, or becomes, located or established there, you must stop using the Service, and we may close your account immediately and without a refund. The Service isn't designed to meet the EU General Data Protection Regulation. If you use the Service from anywhere else outside the United States, you are responsible for following your local laws.
3.4 Sanctions. You confirm two things about your business and every User:
3.5 Accurate information. Give us accurate, current information about your business, and keep it up to date.
3.6 Our right to refuse. We may refuse to open an account or offer a trial for any lawful reason.
4.1 How accounts work. Each signup creates a separate Organization, and the person who signs up becomes its Owner and an Admin. Admins can:
4.2 You are responsible for your Users. You are responsible for everything that happens under your Organization, whether or not you authorized it, except for activity caused by our failure to meet Section 9.2 or by our own personnel. That includes every order your Users create, approve or send, and everything they upload, change or delete. You are also responsible for:
When an Admin adds someone to your Organization, you confirm that the person works for or is authorized to act for your business, that the email address belongs to them, that they have agreed to have the account created, and that you have given them these Terms and our Privacy Policy.
4.3 Tell us about misuse. If you think someone has used your account without permission, change the affected passwords and email info@cervinomgt.com straight away.
4.4 Approval tools are aids, not guarantees. Approval settings, roles, minimum-order checks, warnings and other controls are convenience tools. They may not work as intended, including because of errors in the Service, and may not stop every unapproved, duplicate or mistaken order. Don't rely on them as your only internal control over purchasing. We don't review orders before they're sent, and we have no duty to catch or warn you about unusual quantities, prices or recipients, even if the Service sometimes shows a warning. Depending on your settings, any User in your Organization may be able to send purchase orders to your Vendors. You are responsible for every order sent from your Organization, whether or not it was approved.
4.5 Who controls the account. We may act on instructions from any Admin. If Admins disagree, we may do any of the following:
We are not responsible for disputes within your business about who controls the account or its data.
4.6 Access you give others. You may give someone outside your Organization access to the Service or your data, for example an accountant or, where the feature is available, a Vendor. If you do, you are responsible for what that person does with the access.
5.1 What the Service does. The Service lets you:
5.2 We are a software tool, not a party to your purchases. Every purchase order is between you and your Vendor.
5.3 We don't guarantee your Vendors. We don't control any Vendor and we are not responsible for any Vendor. In particular, we are not responsible for:
5.4 Vendor disputes are between you and the Vendor. Resolve any problem with an order, delivery or invoice directly with the Vendor. To the fullest extent the law allows, you release us and Our Parties (defined in Section 21.1) from claims arising out of disputes between you and any Vendor. This release covers claims you don't know about or suspect when you agree to it. You give up the benefit of any law, such as California Civil Code section 1542, that would otherwise limit a release to known claims. This release does not cover claims to the extent the dispute was caused by our breach of these Terms, or by our fraud, gross negligence or willful misconduct.
5.5 Catalog data, prices and calculations. The products, prices, promotions and discounts in the Service come from you or from files you import, and we don't check them. Order totals, discounts, minimum-order checks and spend figures are estimates based on that data. Promotions are applied using the dates in your imported data and a time zone we choose, so a promotion may or may not apply near the start or end of its window, and discounts may combine differently from how your Vendor combines them. Your Vendor's order confirmation and invoice are what count.
5.6 Imports and barcode scanning. An import can map a column to the wrong field or skip or change rows. Re-importing a file can update products you already have. A barcode scan can misread a code or match the wrong product. Check the preview before you import, and check what you scan before you order.
5.7 Not professional advice. Reports, spend figures and receiving records are for your convenience. They are not accounting, tax, financial or legal advice, and they don't replace your own books and records.
5.8 Don't rely on us alone for critical supplies. Keep another way to place orders. Don't use the Service as your only way to order anything where a missed, late or wrong order could cause death, injury or a serious health or safety risk, such as critical medical supplies or medication. You are responsible for any licence, registration or legal requirement that applies to goods you order, including prescription drugs, controlled substances, medical devices, alcohol and tobacco.
5.9 Availability and support. We work to keep the Service available, but we don't promise any particular uptime or response time. The Service may be unavailable because of maintenance, updates, problems at our providers, or events we can't control. Access, including ordering, may be locked or limited automatically based on trial or billing status. If that happens in error, we'll restore access once we correct it, but to the extent the law allows we aren't liable for the interruption. We give support by email at info@cervinomgt.com and reply as soon as we reasonably can.
6.1 Review every order before you send it. Before an order is sent, you are responsible for checking:
Once an order is sent, we can't recall it. To change or cancel a sent order, contact the Vendor directly.
6.2 How orders are sent. When you or a User sends a purchase order, you are telling us to email it for you. The order goes out:
The email includes your business name, billing and ship-to addresses, contact details and the name of the User who placed the order, so the Vendor can contact you.
6.3 Your email account and credentials. To send orders, you give us your mail server details, including your username and password. You authorize us to store those details and use them to sign in to your mail server, but only to send the purchase orders and other messages you ask the Service to send. You confirm that you are allowed to use that email account in this way. Admins in your Organization can view and change these settings, so treat Admin access like access to the mailbox itself.
Use a mailbox or app-specific password that can only send email and that you can revoke without affecting your main account. Don't give us the password for an account that also controls payments, banking or other systems. Change the password immediately if you think it has been exposed. You are responsible for:
Except to the extent caused by our failure to meet Section 9.2, we are not responsible for any use or misuse of your email account or credentials. That includes messages sent by your Users, messages sent by anyone else who obtains your credentials, fraudulent or payment-redirection messages, and your email provider limiting, suspending or blocklisting your account or domain.
6.4 Email delivery is not guaranteed. Email can be delayed, filtered as spam, bounced or never read. When the Service tells you an order was sent, it means our system passed the message to your mail server. It does not mean your Vendor received, read or accepted the order. An order can appear in your order history even if its email failed or was never sent. You are responsible for making sure Vendor email addresses are correct, and for confirming important orders with your Vendors.
6.5 Poor connections, shared orders and duplicates. Changes you make to your working order on a weak or no connection are saved on your device and synced when the connection returns. They may reach us late, out of order, or not at all, for example if your device's storage is cleared or our servers reject the change. The working order is shared across your Organization, so other Users can change it at the same time as you. Sending a purchase order needs a working connection and is not queued: if sending fails, the order may be saved without being emailed, and you must resend it from Order History. The same purchase order can be emailed more than once, for example if you resend it or retry after an error. Check an order's final contents before you send it, and check your email copies before you resend. You are responsible for duplicate, missing or changed items, and for settling them with your Vendor.
6.6 Who you email. Use the ordering feature only to send real orders, and messages about those orders, to Vendors you do business with who expect to receive them. You are responsible for complying with anti-spam and email laws, such as the US CAN-SPAM Act, for every message sent from your account.
6.7 Keep your own records. Keep copies of important orders. Each purchase order email is copied to the contact email in your Company settings, and you can download each order's CSV file. Orders sent through your mail server may not appear in your email's Sent folder.
7.1 What uses AI. When you import a catalog or promotion file and our automatic matching can't confidently identify the columns it needs, the Service may use artificial intelligence (AI) to suggest how your file's columns match our fields. If other features use AI in the future, we'll label them.
7.2 What gets sent. To do this, the Service sends your file's column headers and a small number of sample rows (currently three) to third-party AI providers. We currently use OpenRouter, which passes requests to Google Gemini models. Only files you choose to import are involved, and nothing else about your account is sent. If we add a feature that sends more of a file, we'll tell you in the Service before it does. Sample rows contain whatever is in your file, so leave out of import files anything that doesn't need to be there, such as personal information or bank details.
7.3 AI makes mistakes. AI output can be wrong, incomplete or inconsistent. For example, it might put a cost in a price field or a pack size in a quantity field. Before you confirm an import, review the suggested mapping and the preview. Check your products afterwards. You are responsible for what you import and for any decision you make based on AI output.
7.4 Ownership and training. As between you and us, you own the output generated from your files. We don't use your Customer Data to train AI models. Each AI provider handles data under its own terms, and our Privacy Policy explains more.
7.5 Changes. We may change the AI models or providers we use, or turn off AI features, at any time.
8.1 You own your data. You keep all rights in your Customer Data. We don't claim ownership of it.
8.2 Permission to run the Service. You give us a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, transmit, display, back up and reformat your Customer Data. The licence also lets our service providers do these things on our behalf. We may use it only as needed to:
This licence lasts while you use the Service, and afterwards for as long as it takes to delete your Customer Data under Section 18.
8.3 Records we keep, and what we don't do. The Service keeps technical records, such as error logs and your Organization's audit log, which we use to operate, secure and support it. We don't use Customer Data for analytics products, advertising or AI model training, and we don't sell it.
8.4 Your promises about your data. You confirm that you have every right and permission needed to upload your Customer Data and to let us process it as these Terms describe. This includes Vendor price lists, catalogs, product images and descriptions, and personal information about your staff and Vendor contacts. You are responsible for giving any notices and getting any consents the law requires.
8.5 Data you shouldn't upload. Don't put any of the following into the Service:
The Service isn't designed to protect that kind of data. If you upload it anyway, we are not responsible for it. The Service isn't designed to meet HIPAA, and we don't sign Business Associate Agreements.
8.6 Keep your own copies. The Service is not a backup service. You can export your product catalog as a CSV file and download each purchase order as a CSV file. Export anything you need on a regular basis. You can ask support for a copy of other data we hold for you.
8.7 Legal requests. We may disclose Customer Data if we believe in good faith that the law, a court order or a government request requires it. Where the law allows, we'll try to tell you first.
9.1 Privacy Policy. Our Privacy Policy explains how we collect, use and share personal information. Please read it.
9.2 Security. We use reasonable technical and organizational measures to protect the Service and your Customer Data. These include encrypted connections (HTTPS) and database access controls designed to keep each Organization's data separate. These measures may not always work as intended, and no system is completely secure. We can't guarantee that Customer Data will never be accessed, changed or lost without permission. You are responsible for securing your own devices, networks, passwords and email accounts.
9.3 If something goes wrong. If we learn of a security incident that affects your Customer Data, we'll notify you as the law requires.
9.4 Camera. Barcode scanning uses your device's camera. The camera image is processed on your device only to read the barcode. It is not stored or uploaded.
You and your Users must not do any of the following, or help anyone else do them:
If you find a security vulnerability, don't exploit it. Report it to info@cervinomgt.com. We may investigate suspected violations, remove content, and suspend or terminate accounts under Section 17.
11.1 The Service relies on other companies, including:
11.2 Your use of those services may be subject to their own terms and privacy policies. For example, Stripe's terms apply when you pay, and Google's terms apply when you sign in with Google. We don't control these companies. We are not responsible for their services, outages, security or changes. If a provider changes or stops its service, we may have to change or stop the feature that depends on it.
11.3 The Service may link to websites or services we don't own. We are not responsible for them.
11.4 We may change our service providers at any time. Our Privacy Policy lists the providers that handle personal information.
12.1 Length. Each new Organization gets a 15-day free trial of the full Service, unless we show a different trial period when you sign up.
12.2 No card needed. We don't ask for a card to start the trial. Unless an Admin has subscribed during the trial under Section 12.4, nothing is charged when it ends. Continued use after the trial requires a paid subscription.
12.3 When the trial ends. If no Admin has subscribed by the end of the trial, ordering is locked for everyone in your Organization. Your catalog, Vendors and order history are normally kept in your account, subject to Sections 8.6 and 18, so you can pick up where you left off if you subscribe later.
12.4 Subscribing during the trial. If an Admin subscribes while more than two days of the trial remain, the remaining trial days carry into the subscription and the first payment is taken when the trial would have ended. If two days or fewer remain, the first payment is taken when the Admin subscribes. Checkout shows the date of your first charge.
12.5 One trial per business. Trials are for trying out the Service. We may refuse or end a trial if we believe a business is opening new Organizations to get extra trials, or is abusing the trial in another way. We may change or stop offering trials to new signups at any time.
12.6 No warranty during the trial. The trial is provided “as is” under Section 20, and Section 21 limits our liability.
13.1 Plans and prices. Our plans and prices are those shown to you when you subscribe. Prices are in US dollars. Unless your plan says otherwise, one subscription covers your whole Organization. You pay the price and billing period shown at checkout when you subscribe, until the price changes under Section 13.12.
13.2 Fair use and limits. A subscription is for one business, including locations under common ownership. Unrelated businesses need their own Organizations and subscriptions. We may set and change reasonable limits on use of the Service, such as the number or size of imports and AI-assisted imports, emails sent, and requests to the Service. We may throttle or block use that goes beyond those limits or puts an unusual load or cost on the Service. Features that cost us money to provide, such as AI-assisted imports, may be limited or unavailable during a trial or when a subscription isn't active.
13.3 Who can buy. Only Admins can subscribe, change or cancel a subscription, or manage payment details. An Admin who does any of these things confirms that they have authority to make payments for the business.
13.4 Payment. Subscriptions are billed through Stripe, using a card. You authorize us and Stripe to charge your payment method for the subscription fee, applicable taxes and any other amounts you owe under these Terms, at these times, until you cancel:
You also authorize us and Stripe to retry failed charges and to use updated card details provided by your card network. Keep your payment details up to date. Card details go directly to Stripe. We don't receive or store your full card number.
13.5 AUTOMATIC RENEWAL. YOUR SUBSCRIPTION RENEWS AUTOMATICALLY AT THE END OF EACH BILLING PERIOD FOR ANOTHER PERIOD OF THE SAME LENGTH, WHETHER YOU CHOSE MONTHLY OR ANNUAL BILLING. AT EACH RENEWAL WE WILL CHARGE YOUR PAYMENT METHOD THE PRICE FOR YOUR PLAN AT THAT TIME (SUBJECT TO SECTION 13.12) PLUS ANY APPLICABLE TAXES, UNTIL AN ADMIN CANCELS. For annual plans, we'll email the address on your Stripe billing record (Section 13.16) 15 to 30 days before each renewal with the renewal date, the price and how to cancel. A renewal still goes ahead if a reminder we sent to that address doesn't reach you.
13.6 How to cancel. An Admin can cancel at any time on the web. Billing isn't available in our mobile apps.
Cancelling online in Stripe takes effect immediately. You can also ask us to cancel by emailing info@cervinomgt.com from an Admin's email address. An emailed cancellation takes effect when we confirm it in writing, which we aim to do within 2 business days. If a renewal is charged after we received your email but before we confirmed, we'll refund that renewal. Cancelling stops future renewals. You keep access until the end of the period you have already paid for, and you won't be charged again. Deleting the app from your phone does not cancel your subscription.
13.7 Changing plans. If the Stripe billing page offers it, you can switch between monthly and annual billing there. Any credit, charge or change of billing date that results from the switch is shown there before you confirm.
13.8 NO REFUNDS. FEES ARE NON-REFUNDABLE. WE DON'T GIVE REFUNDS OR CREDITS FOR PARTIAL BILLING PERIODS, UNUSED TIME, OR PERIODS WHEN YOU DIDN'T USE THE SERVICE. WE ALSO DON'T GIVE THEM WHEN YOU CANCEL OR DELETE YOUR ACCOUNT. The exceptions are where the law requires a refund and where these Terms expressly provide one (Sections 13.6, 17.4, 19.2, 19.3, 25.3 and 26.5). A refund under any of those Sections is your sole and exclusive remedy for the event that triggered it, and counts toward the limit in Section 21.3. We may choose to give a refund or credit in a particular case. Doing so doesn't oblige us to do it again.
13.9 Deleting the Organization ends the subscription immediately. If the Owner deletes their account and the Organization (Section 18.2), the subscription is cancelled and access ends at once. There is no refund for the rest of the billing period. If you want to use the time you have paid for, cancel first and delete the account later.
13.10 Failed payments. If a payment fails, Stripe may retry the charge, and we may show a past-due warning. You may keep access for a limited time while the charge is retried. If payment still can't be collected, we may cancel your subscription or lock ordering. Any amounts due remain owed. If you think a charge is wrong, please contact us before disputing it with your card issuer.
13.11 Disputed charges and unpaid amounts.
13.12 Price changes. We may change our prices. Before changing the price of your existing subscription, we'll give you at least 30 days' notice by email to your Organization's Admins. The notice will state the new price, when it takes effect and how to cancel. The new price applies from your first renewal after the notice period ends. If you don't want to pay the new price, cancel before that renewal. If you don't cancel, you accept the new price.
13.13 Taxes. Our prices don't include taxes. You are responsible for any sales, use, value-added, goods and services or similar taxes and duties on your subscription, other than taxes on our income. If we are required to collect a tax, we'll add it to your charge. If we don't collect a tax that later turns out to have been due on your subscription, you'll pay it when we invoice you, unless the law puts that tax only on us. Give us an accurate billing address for tax purposes. If you claim an exemption, give us a valid certificate. If the exemption is denied, you'll pay the tax, interest and penalties that result. Currency conversion and foreign-transaction fees charged by your bank are your responsibility. You are also responsible for any taxes on your purchases from Vendors.
13.14 Promotion codes. We may offer promotion codes or discounts. Each one:
When a discount period ends, the regular price applies automatically from your next renewal. We may cancel a code, or a discount already applied, if we believe it was obtained or used improperly.
13.15 Mistakes in our prices or promotions. If a price, trial length, discount or promotion code is shown or applied by mistake anywhere, including our website, apps, documents, emails or checkout, we may correct it. The price on the Stripe checkout page when you subscribe applies over any other statement. If we find a mistake after you subscribe, the correct price applies from your first renewal after we notify you, and you may cancel before then. We may cancel or stop honoring a promotion code or discount that was issued, configured or applied by mistake.
13.16 Receipts. Stripe sends receipts and billing emails to the email address on your Stripe billing record, which starts as the email of the Admin who subscribed. Keep that email address current.
14.1 No in-app purchases. Our iOS app is free to download and has no in-app purchases. Apple is not responsible for billing, cancellations or refunds of subscriptions; Section 13 governs those.
If we ever sell subscriptions through Apple's in-app purchase system, Apple's terms, including its refund process, will govern those purchases. Where Apple's terms conflict with Section 13 on payment, renewal, cancellation or refunds, Apple's terms control for those purchases.
14.2 Apple-required terms. The following terms apply to our iOS app when you get it from Apple's App Store.
This Section 14.2 sets out responsibilities as between Apple and us. It doesn't expand our obligations to you, and Sections 20, 21 and 22 still apply.
14.3 Apple's standard licence. If Apple's standard Licensed Application End User License Agreement applies to our app, it governs only the scope of your licence to install and use the app software. These Terms govern everything else, including Sections 20 to 24.
14.4 Other app stores. If you get one of our apps from another app store, that store's terms also apply. That store is not responsible for the app or the Service.
14.5 Updates and differences. Our apps may update automatically, and you may need the latest version to keep using them. Some features, such as billing, aren't available in our apps.
15.1 What counts as a beta feature. We may label some features as beta, preview, early access or experimental, or tell you they are not generally available. We call all of these “beta features.”
15.2 How beta features work. Beta features are optional and are offered so you can try them out. A beta feature:
We don't have to support beta features or make them generally available. Don't rely on them for important ordering.
15.3 Beta features are provided “as is,” with no warranty of any kind. Our total liability arising from beta features is limited to US$100, even if Section 21.3 would allow a higher amount.
16.1 Our property. We and our licensors own the Service and all intellectual property rights in it. That includes the software, apps, website, design, text, graphics and templates, and the Ordering Guru name and logo. These Terms don't transfer any of those rights to you.
16.2 Your right to use the Service. While your trial or subscription is active and you follow these Terms, your Users may access and use the Service for your internal business purposes. This right is limited, non-exclusive, non-transferable, non-sublicensable and revocable. We keep all rights we don't expressly grant.
16.3 Our name and logo. You may not use our name, logo or trademarks without our written permission, except to refer accurately to the Service.
16.4 Feedback. If you or your Users send us ideas, suggestions or other feedback, we may use it for any purpose without paying you or crediting you. You give us a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable and sublicensable licence to do so. Feedback isn't confidential, and we don't have to use it.
16.5 Copyright complaints. If you believe something in the Service infringes your copyright, email info@cervinomgt.com with the details.
17.1 You can stop at any time. You can stop using the Service whenever you like. To stop paying, cancel your subscription as described in Section 13.6. To delete your account, see Section 18.
17.2 Suspension. We may suspend or limit your access to all or part of the Service immediately, and without liability, if we reasonably believe that:
A suspension can include stopping you from sending purchase orders. Where it's practical, we'll tell you about a suspension. Where appropriate, we'll restore access once the problem is resolved. A suspension doesn't cancel any amounts you owe.
17.3 Termination for cause. We may terminate these Terms and your account:
17.4 Termination for convenience. We may also terminate your account for any other reason by giving at least 30 days' notice. If we do, we'll refund any fees you paid in advance for the unused part of your current billing period. We may end a free trial, or any account with no active paid subscription, at any time, with or without notice.
17.5 What happens on termination. When these Terms or your account end:
The following survive when these Terms or your account end for any reason, including expiry of a trial, cancellation, suspension, or deletion of your Organization or any User account: Sections 2.5, 3.2, 4.2, 4.4 to 4.6, 5, 6.3 to 6.6, 7.3, 7.4, 8.2 to 8.7, 9.2, 10 (for conduct before termination), 12.6, 13 (for amounts owed, including Section 13.11), 14.2, 15.3, 16, 17.5, 18, 20, 21, 22, 23, 24, 25.4, 26 and 27, and any other provision that by its nature should survive.
18.1 Deleting your account in the app. Owners and members can delete their own account in the app:
You'll be asked to confirm it's you, for example by re-entering your password. If you can't complete deletion in the app, email info@cervinomgt.com from your account's email address and we'll delete the account for you.
18.2 If you are the Owner. Deleting the Owner's account permanently deletes the whole Organization and all of its Customer Data. That includes:
It also cancels your subscription immediately, without a refund (Section 13.9). You must remove all other Users before you can delete the Owner's account.
18.3 If you are an Admin but not the Owner. Email info@cervinomgt.com from your account's email address to have your account deleted. Your login and profile are removed, and the Organization and its data stay with the Owner.
18.4 If you are a member. Deleting a member's account removes that person's login and personal profile. The orders and other records they created stay with the Organization, which owns them, and are no longer tied to their login. The Organization's audit log keeps the name or email shown for their past actions.
18.5 Deletion is permanent. Deletion happens immediately and can't be undone, and we can't restore deleted data. Remaining copies in our backups are removed on a rolling schedule, as our Privacy Policy describes. We may keep limited information where the law requires it, or where we need it to resolve disputes, prevent fraud or enforce these Terms. Our payment processor keeps billing records under its own policies.
18.6 When a trial or subscription ends without deletion. If your trial ends, or your subscription is cancelled or lapses, ordering is locked. Your Customer Data is normally kept in your account so you can come back, subject to Section 8.6 and this Section 18. There is one exception. If your Organization has no active subscription and no User has signed in for 12 months in a row, we may delete the Organization and its Customer Data. Before we do, we'll give an Admin at least 30 days' notice by email.
18.7 If we terminate your account. If we terminate your account under Section 17, an Admin may ask for a copy of your Customer Data within 30 days after termination. We'll provide it in a reasonable format we choose, but only if all amounts you owe us have been paid. We won't do this if the law prevents it, or if we terminated for a breach of Section 10 involving fraud or security. After those 30 days, we may permanently delete your Customer Data.
18.8 Export before you go. Before you cancel or delete your account, export anything you want to keep (Section 8.6). We are not responsible for data that is deleted as these Terms describe.
19.1 We regularly improve the Service. At any time, we may:
19.2 Suppose you have paid for an annual billing period, and during it we make a change that removes your ability to build and send purchase orders or to import catalogs. You may then cancel within 30 days after the change, and we'll refund the unused part of your annual fee.
19.3 We may stop offering the Service entirely. If we do, we'll give at least 30 days' notice and refund any fees you prepaid for the unused period. Section 18.7 will apply as if we had terminated your account, so you can export your data.
This section limits the promises we make about the Service. We work hard on the Service, but we can't promise it will always be perfect. Except for promises we make expressly in these Terms, we make no warranties. Please read this section carefully.
20.1 THE SERVICE, OUR APPS, ALL OUTPUT (INCLUDING AI OUTPUT, ORDER TOTALS, DISCOUNTS, REPORTS AND BARCODE RESULTS), THE FREE TRIAL AND ALL BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR PARTIES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY. THIS INCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
20.2 WITHOUT LIMITING SECTION 20.1, WE DO NOT WARRANT THAT:
WE MAKE NO WARRANTY ABOUT ANY VENDOR, OR ABOUT ANY GOODS OR SERVICES YOU BUY FROM A VENDOR.
20.3 NO ADVICE OR INFORMATION, WRITTEN OR ORAL, THAT YOU GET FROM US OR THROUGH THE SERVICE CREATES A WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS.
20.4 SOME PLACES DON'T ALLOW CERTAIN WARRANTIES TO BE EXCLUDED. IN THOSE PLACES, THE EXCLUSIONS ABOVE APPLY TO THE FULLEST EXTENT THE LAW ALLOWS, AND ANY WARRANTY THAT CAN'T BE EXCLUDED IS LIMITED TO THE SHORTEST PERIOD THE LAW ALLOWS. NOTHING IN THESE TERMS EXCLUDES ANY GUARANTEE, RIGHT OR REMEDY THAT CANNOT LAWFULLY BE EXCLUDED, SUCH AS CONSUMER GUARANTEES UNDER THE AUSTRALIAN CONSUMER LAW.
This section limits the amount and kinds of damages you can recover from us. Please read it carefully.
21.1 Our Parties. “Our Parties” means us, our affiliates, and the owners, officers, employees, contractors, agents, suppliers and licensors of us and our affiliates.
21.2 EXCLUDED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF OUR PARTIES WILL BE LIABLE FOR ANY OF THE FOLLOWING, IN EACH CASE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED:
21.3 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ALL OF OUR PARTIES COMBINED, FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES YOU ACTUALLY PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT THAT FIRST GAVE RISE TO LIABILITY; AND (B) US$100. Bringing more than one claim does not increase this cap.
21.4 HOW THESE LIMITS APPLY. THESE LIMITS APPLY TO EVERY KIND OF CLAIM, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTE OR ANY OTHER LEGAL THEORY. THEY APPLY EVEN IF WE WERE TOLD THE DAMAGES WERE POSSIBLE, AND EVEN IF A LIMITED REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE. THEY ALSO APPLY TO CLAIMS BROUGHT BY YOUR USERS OR ANYONE CLAIMING THROUGH YOU.
21.5 WHAT THESE LIMITS DON'T COVER. NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING ANY GUARANTEE, RIGHT OR REMEDY DESCRIBED IN SECTION 20.4. DEPENDING ON THE LAW THAT APPLIES, THIS MAY INCLUDE LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE. IN THOSE CASES, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT THE LAW ALLOWS.
21.6 Why these limits exist. We set the fees for the Service on the basis of these limits, and they are an essential part of our agreement. We could not offer the Service at its price without them. Our Parties may rely on this Section and on Sections 20 and 22.
21.7 Time limit for claims. To the extent the law allows, any claim arising out of or relating to these Terms or the Service must be brought within one year after the party bringing it knew or reasonably should have known of it. A claim is brought by sending a Notice of Dispute under Section 23.1 or, if Section 23 doesn't apply, by filing in court. A claim not brought in time is permanently barred. A claim for indemnification under Section 22 arises when the third-party claim is first made against the party seeking indemnity, and a claim for unpaid amounts arises when the amount becomes due. If the law that applies doesn't permit a period this short, the shortest period that law permits applies instead. This Section applies to you and to us, and it applies whether or not you opt out of arbitration.
22.1 What you cover. You will defend, indemnify and hold harmless Our Parties against any claim, demand, lawsuit, proceeding or government investigation brought by a third party. This also covers any resulting losses, damages, judgments, settlements, fines, penalties, costs and expenses, including reasonable attorneys' fees. It applies where the claim arises out of or relates to any of the following:
This Section does not apply to the extent a claim is caused by our breach of these Terms, our violation of law, or our negligence, fraud or willful misconduct.
22.2 How it works.
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND US TO RESOLVE MOST DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION INSTEAD OF IN COURT. IT WAIVES THE RIGHT TO A JURY TRIAL AND THE RIGHT TO BRING OR JOIN A CLASS ACTION. YOU CAN OPT OUT OF ARBITRATION WITHIN 30 DAYS (SECTION 23.7). SECTION 21.7 SETS A TIME LIMIT FOR CLAIMS.
23.1 Talk to us first. Before either of us starts arbitration or a small-claims case, the party with the dispute must send the other a written notice (a “Notice of Dispute”). The notice must describe the dispute and the relief requested. If it comes from you, it must also include your business name and account email.
For 60 days after the notice is received, we'll both try in good faith to resolve the dispute. That includes a phone or video call if either of us asks for one. Neither of us may start arbitration or a court case until those 60 days have passed, except to seek the relief described in Section 23.4(b). Any deadline for bringing a claim is paused during the 60 days.
23.2 Agreement to arbitrate. If we can't resolve the dispute, it will be decided by final and binding arbitration on an individual basis, except as Section 23.4 allows. This applies to any dispute, claim or controversy (a “Dispute”) that:
It includes Disputes with any of Our Parties. The arbitrator, not a court, decides all questions about the interpretation, scope, validity, enforceability and formation of this Section 23. The only exception is that a court decides whether Section 23.5 (class action waiver) and Section 23.4(c) (public injunctive relief) can be enforced. The Federal Arbitration Act governs this Section 23.
23.3 How arbitration works.
23.4 Exceptions.
23.5 Class action and jury waiver. YOU AND WE MAY BRING DISPUTES ONLY IN OUR INDIVIDUAL CAPACITIES. NEITHER OF US MAY BRING A DISPUTE AS A PLAINTIFF, CLASS MEMBER OR REPRESENTATIVE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING. The arbitrator may not combine more than one party's claims, or preside over any class, collective or representative proceeding, except as Section 23.6 allows for administration. IF A DISPUTE IS DECIDED IN COURT RATHER THAN IN ARBITRATION, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL, TO THE EXTENT THE LAW ALLOWS.
23.6 Mass filings. Sometimes 25 or more similar demands for arbitration are filed against us, or by us, by or with the help of the same law firms or organizations, or ones acting together. In that case, the AAA's Mass Arbitration Supplementary Rules and related fee schedules apply, and the demands may be administered as those rules provide. Nothing in this Section allows a class arbitration.
23.7 Your right to opt out. You can opt out of this arbitration agreement by email. The email must meet all of these conditions:
If you opt out, only Sections 23.2 to 23.4 and 23.6 stop applying to you, and Disputes will be decided in court under Section 24. Section 23.1 (informal resolution), Section 23.5 (class action and jury waiver, which then applies in court to the extent the law allows), Section 21.7 (time limit) and the rest of these Terms still apply. Opting out doesn't affect any other arbitration agreement you have with us.
23.8 Changes to this Section. If we change this Section 23 after you have accepted it, the change won't apply to any Dispute we already knew about before the change took effect. If we make a material change, you may reject it by emailing info@cervinomgt.com within 30 days after the change takes effect. The version you last accepted will then continue to apply to you.
23.9 If part of this Section can't be enforced. A court may decide that Section 23.5 (class action waiver) can't be enforced for a particular claim or type of relief. If so, only that claim or relief will be separated out and decided by a court under Section 24. The court will decide it after any individual claims have been arbitrated, and the court case will be paused until then. If any other part of this Section 23 is found unenforceable, the rest of it still applies. This Section 23 continues to apply after these Terms end.
24.1 Governing law. These Terms, and any Dispute, are governed by the laws of the State of California and by applicable US federal law, without regard to conflict-of-law rules. The Federal Arbitration Act governs Section 23. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
24.2 Courts. Some Disputes are not arbitrated, because of an exception in Section 23.4, because you opted out, or because arbitration is found not to apply. Those Disputes must be brought only in the state or federal courts located in Alameda County, California. The one exception is small-claims cases, which may also be brought in the small claims court for the county where your business is located. You and we consent to the personal jurisdiction of those courts and waive any objection to venue there.
25.1 Updates. We may update these Terms from time to time. When we do, we'll post the new version on our website and change the effective date at the top.
25.2 Notice of material changes. If a change materially affects your rights or obligations, we'll email a notice to your Organization's Owner and Admins at least 30 days before it takes effect. We may also ask you to accept the updated Terms in the Service. Some changes may take effect sooner, when we post them:
25.3 If you don't agree. If you don't agree to a change, stop using the Service and cancel before the change takes effect. If a material change adversely affects you and you are on a prepaid annual plan, you may instead cancel within 30 days after the change takes effect, and we'll refund the unused part of your annual fee. If we ask you to accept a change in the Service and you don't, we may end your subscription and refund any fees you prepaid for the unused period. Otherwise, if you keep using the Service after the change takes effect, you accept the change.
25.4 No retroactive changes. Changes don't apply to Disputes that arose before the change took effect. Section 23.8 has extra rules for changes to the arbitration agreement.
25.5 Only we can change these Terms. Apart from updates we post under this Section, these Terms can be changed only by a written agreement signed by us. Statements by our support staff or anyone else don't change them.
26.1 Entire agreement. These Terms, together with any additional terms we give you for specific features (Section 2.4), are the entire agreement between you and us about the Service. They replace any earlier agreements, proposals or statements, written or oral. If additional terms conflict with these Terms, these Terms control, unless the additional terms expressly say they replace a specific section. In accepting these Terms, you haven't relied on any statement, promise or description that isn't in them. That includes anything on our website, FAQ, marketing, App Store listing or demos, and anything from support.
26.2 Your business forms don't apply. Terms and conditions in your purchase orders, invoices, vendor forms or other business documents don't apply to us and don't change these Terms. That remains true even if we receive, process or transmit those documents, or don't object to them. This includes purchase orders you send through the Service, which are between you and your Vendor.
26.3 Severability. If any part of these Terms is found invalid or unenforceable, it will be enforced as far as possible and changed only as much as needed to make it enforceable. The rest of these Terms stays in effect. Section 23.9 governs the arbitration agreement.
26.4 No waiver. If we don't enforce part of these Terms, or delay enforcing it, we still keep the right to enforce it later. A waiver is valid only if it is in writing and signed by us.
26.5 Events beyond our control. We are not liable for any delay or failure to perform caused by events beyond our reasonable control. Examples include:
These events don't excuse your obligation to pay. If an event like this stops us from providing substantially all of the Service for more than 30 days in a row, either of us may end your subscription by giving notice. We'll then refund any fees you prepaid for the unused period.
26.6 Assignment. You may not assign or transfer these Terms or your account without our prior written consent. This includes a transfer by merger, by sale of your business or by operation of law. Any attempt to do so without our consent is void. We may assign or transfer these Terms without your consent, including:
These Terms bind, and benefit, each party's permitted successors and assigns.
26.7 Notices. We may give you notices in either of these ways:
Keep your account email up to date. Legal notices to us, including a Notice of Dispute, must be sent both by email to info@cervinomgt.com and by mail to Cervino Management Group, Inc., 30042 Mission Blvd Ste #121-154, Hayward, CA 94544. They count as received when we receive them. Support chats and in-app messages are not formal legal notice to us.
26.8 Electronic communications. You agree to receive agreements, notices, receipts and other communications from us electronically. Electronic communications satisfy any legal requirement that a communication be in writing. Accepting these Terms electronically has the same effect as signing them by hand. You need a device with a current web browser and an email account to receive our communications. You may ask for a paper copy of these Terms at no charge, and you may withdraw your consent to electronic communications by emailing info@cervinomgt.com. Because the Service is delivered online, withdrawing consent will end your account.
26.9 Relationship. You and we are independent contractors. These Terms don't create a partnership, franchise, joint venture, employment, agency or fiduciary relationship. When we send messages for you, we act only as a technical service provider.
26.10 Third-party beneficiaries. Only you and we have rights under these Terms, with two exceptions: Our Parties have rights under Sections 5.4, 20, 21, 22 and 23, and Apple has rights under Section 14.2.
26.11 Interpretation. Headings and plain-English summaries are for convenience only and don't limit these Terms. “Including” means “including without limitation.” If we translate these Terms, the English version controls.
If you have questions about these Terms or the Service, or need to send us a complaint, claim or notice, contact us here:
Cervino Management Group, Inc., doing business as Ordering Guru
30042 Mission Blvd Ste #121-154, Hayward, CA 94544
Email: info@cervinomgt.com
Phone: (510) 449-9458
Website: ordering.guru
Privacy Policy: ordering.guru/privacy.html
Formal legal notices must follow Section 26.7.