Terms of Service

1. Agreement and definitions

1.1These Terms, together with our Privacy Policy and any additional terms shown to you in the Service (for example, terms for an add-on), form the entire agreement between you and us about the Service.

1. (a)"You" means the business or other legal entity that creates the account, and the individual who accepts these Terms on its behalf.
2. (b)"Owner" means the person who holds the highest-level role on an account. "Users" are the other people you invite to use your account, such as managers and staff.
3. (c)"Customer Data" means the data and content that you or your Users put into the Service or that the Service imports for you, such as items, costs, suppliers, purchase orders, recipes, counts, waste, sales, invoices, photos, and team details.
4. (d)"Connected Service" means a third-party service you connect to the Service, such as a point-of-sale system.

2. Eligibility and your authority

2.1The Service is for businesses and is not intended for consumers or for anyone under 18 years old. You confirm that you are at least 18, that you are using the Service for business purposes, and that you have the authority to bind the business you represent to these Terms.

2.2You will not use the Service if you are barred from doing so under applicable law, including because you are on a U.S. government list of restricted parties.

3. The service

3.1Culimise Inventory is a web application that helps restaurants track inventory, purchasing, recipes, sales and food cost. We provide it to you under these Terms for your internal business use.

3.2We may change, add, or remove features at any time. Features marked "coming soon," "beta," or "preview" are provided as is, may be incomplete or inaccurate, may change or be withdrawn at any time, and may be subject to additional terms. Do not rely on them for decisions that matter to your business.

3.3We may offer different plans with different features and limits, including a Free plan. Plan limits are shown in the Service and apply to your account.

4. Accounts, users and security

4.1You must give accurate and current information when you register and keep it up to date. You are responsible for all activity under your account, including activity by your Users, and for the roles and permissions you assign.

4.2Keep your sign-in details confidential and do not share them. Tell us promptly through culimise.com/support if you believe your account has been accessed without permission. We are not liable for loss caused by someone else using your credentials before you tell us.

4.3You are responsible for making sure that each User you invite is allowed to access the data you share with them, and for removing Users who should no longer have access.

5. Free trial, plans and payment

5.7We process payments through our payment processor and do not store your full card number. The processor’s terms and privacy policy apply to payment processing.

6. Automatic renewal and cancellation

Your subscription renews automatically. If you do not cancel, we will charge your payment method at the end of your free trial and then at the start of each monthly or annual billing period, at the price in effect at that time, until you cancel.

6.7If you have trouble canceling, open a ticket at culimise.com/support and we will help you right away.

7. Refunds

7.1Except where the law requires otherwise, fees are charged in advance and are not refundable for partial billing periods, unused time, or unused features. We review each refund request fairly and may approve a refund at our discretion.

7.2To request a refund, go to Settings, then Plan & Billing, and choose Request a refund. If we approve a refund, we process it within 14 business days, back to your original payment method.

7.3Please contact us before disputing a charge with your bank or card company. If a payment is disputed or reversed, we may suspend the account until the matter is resolved.

8. Your data

Ownership and license

8.1As between you and us, you own your Customer Data. You give Culimise a worldwide, non-exclusive license to host, copy, transmit, process, and display Customer Data as needed to provide, secure, support, and improve the Service for you, and to comply with law. This license lasts as long as we hold your Customer Data.

Your responsibilities

8.2You are responsible for Customer Data, including its accuracy and legality, for having the rights and consents needed to put it into the Service, and for giving any notices required to your employees and other individuals whose information you enter. You confirm that your use of the Service with your Customer Data complies with applicable law.

Our role and commitments

8.3For Customer Data, we act as your service provider (processor). We process it only to provide the Service to you and as these Terms and our Privacy Policy describe, keep it confidential, limit access to people and providers who need it, use reasonable security measures, keep each customer’s data separate from other customers’ data, and tell you without undue delay if we confirm a security breach that affects your Customer Data, as the law requires. If a breach affects data we read from a Connected Service, we also notify that service where our agreement with it requires. If a person whose information is in your Customer Data, such as an employee, asks you to access, correct, or delete it, we will give you reasonable help through the Service or support so that you can respond. We use the subprocessors listed in our Privacy Policy and remain responsible for them.

Export, backup and deletion

8.4You can export your data and create your own encrypted backup in Settings. You set the backup password, and we cannot recover it. If you lose the password, the backup cannot be opened.

8.5The Owner can delete the account in Settings. Deleting the account permanently deletes the organization and its business data, subscriptions, and backups, and this cannot be undone. Our platform provider keeps deleted records for up to 30 days before they are removed, and copies may remain in its routine backups for a limited time after that. We may also keep billing, tax, security, and legal records for as long as the law requires or our legitimate business needs reasonably require.

8.6Export window: if your subscription ends or we end your access (other than if you delete the account yourself, which is immediate and permanent), you have 30 days afterward to export your Customer Data. During that time you can export in Settings if your account is still active, or ask us through culimise.com/support. After the 30 days we may delete your Customer Data. Please export anything you need before you cancel, downgrade, or delete. We are not responsible for data that you delete or that is removed under the Free plan retention limit.

9. Connected services

9.1The Owner can connect a point-of-sale or other Connected Service so the Service can read your sales. By connecting, you confirm that you have the right to connect that account and to allow us to access its data, you expressly consent to us reading that data and storing a copy of what you import in your account, you agree to these Terms and our Privacy Policy, and you understand we keep a record of when you agreed.

9.2Connections are read-only. You sign in on the provider’s own page and approve access. We never see your provider password and never change anything in your provider account. We use the data we read only as described in our Privacy Policy, which includes showing it to you and powering the features you use. We do not sell it.

9.3Depending on your setting, each finished day is saved to your Culimise sales automatically or held for your review first, and you can also pull a date range yourself. You can disconnect at any time in Settings, then Integrations. When you disconnect, or remove Culimise from inside the provider’s system, we stop reading the provider’s data and delete our stored access keys, and where the provider allows it we ask the provider to revoke our access. Sales we already imported are part of your Customer Data and stay in your account under Section 8 so your reports keep working. You can delete imported sales yourself at any time, or ask us at culimise.com/support to delete them, and we will do so within 30 days of your request. Before we delete them at your request, you can export them.

9.4Connected Services are provided by third parties and are governed by their own terms and privacy policies, which you are responsible for following. If you use a Connected Service, its provider’s agreements with you also apply to your use of that platform, and where they conflict with these Terms for that use, its provider’s agreements control. That provider is not a party to these Terms, does not supply or license Culimise Inventory, and is not responsible or liable to you for it. We, not that provider, are responsible for Culimise Inventory, including its support. We do not control Connected Services. They may change, limit, or stop their data access at any time, and we are not responsible for errors, delays, missing records, or outages on their side. We may change or stop supporting a connection at any time. Check imported sales before you rely on them, and keep your own records.

10. Automated features, estimates and free tools

10.1Some features use automated processing, including artificial intelligence and optical character recognition, for example invoice scanning, matching sales items to your menu, expiration estimates, and photo-based estimates. Their results can contain errors and are suggestions for you to review. You are responsible for checking them before you rely on them for ordering, costing, pricing, tax, accounting, safety, or compliance decisions.

10.2Shelf-life and expiration information is general guidance based on public references such as the USDA FoodKeeper. It is not a food-safety determination. You remain solely responsible for food safety, labeling, storage, and health-code compliance in your business.

10.3The free calculators, articles, and example figures on our website are for general information only. They are not accounting, tax, legal, or professional advice, and any typical ranges are rules of thumb, not promises about your results.

11. Acceptable use

11.1You will not, and will not allow anyone else to:

1. (a)use the Service in violation of any law or regulation, or to infringe or misappropriate anyone’s rights;
2. (b)access or try to access another customer’s data or accounts, or bypass any access control, usage limit, or security feature;
3. (c)probe, scan, or test the vulnerability of the Service, or interfere with or disrupt it, including by overloading it or using bots, scrapers, or automated means that we have not approved;
4. (d)upload malware, or content that is unlawful, harmful, or that you have no right to upload;
5. (e)copy, modify, reverse engineer, decompile, or create derivative works of the Service, except as the law allows;
6. (f)resell, sublicense, or provide the Service to third parties, or use it to build a competing product, without our written permission; or
7. (g)misrepresent your identity, share the Owner’s access improperly, or use the Service in a way that could harm us, other customers, or the Service.

12. Our property, feedback and usage information

12.1The Service, including its software, design, text, graphics, trademarks, and logos, and all related intellectual property rights, belong to Culimise Inc or its licensors. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription for your internal business purposes. We reserve all rights not expressly granted.

12.2If you give us feedback, ideas, or suggestions about the Service, you give us a perpetual, irrevocable, worldwide, royalty-free right to use them for any purpose without obligation to you.

12.3We may collect and use technical and usage information about how the Service is used, and we may use de-identified and aggregated information that does not identify you, your Users, or your restaurant, to operate, secure, analyze, and improve the Service. We do not use data we read from a Connected Service, such as your point-of-sale sales, to create aggregated or de-identified data sets or for any purpose other than the ones described in our Privacy Policy.

13. Third-party services

13.1The Service relies on and may link to third-party services, including hosting and database providers, payment processors, bot-protection services, email providers, and Connected Services. Those services are governed by their own terms and policies. We are not responsible for them, and we do not guarantee their availability or accuracy.

13.2If we offer the Service through a mobile application store such as the Apple App Store or Google Play, that store’s terms also apply to your download and use of the application, and the store provider is not a party to these Terms.

14. Privacy and security

14.1Our Privacy Policy explains how we collect, use, and share information, and it is part of these Terms. We use administrative, technical, and organizational safeguards designed to protect the Service and your data, including access controls and encryption in transit, and we encrypt the access keys we store for Connected Services. No system is perfectly secure, and we cannot guarantee absolute security.

15. Support and availability

15.1Support is provided through tickets at culimise.com/support. We do not monitor replies to our no-reply email addresses. We do not promise a specific response time.

15.2We work to keep the Service available but do not promise that it will be uninterrupted, secure, or error-free. We may perform maintenance, and the Service may be unavailable from time to time because of events outside our control. Unless we agree otherwise in writing, there is no service-level agreement.

16. Suspension and termination

16.1You may stop using the Service and cancel at any time, as described in Section 6.

16.2We may suspend or end your access immediately, with notice where practical, if you do not pay, you breach these Terms or the law, your use creates a security risk or could harm us or others, or we are required to by law. We may also end the Service or your account for convenience on 30 days’ notice, in which case we will refund any prepaid fees for the period after termination.

16.3When your account ends, your right to use the Service stops. We will keep or delete your Customer Data as described in Section 8. Sections that by their nature should survive termination will survive, including Sections 7, 8, 11, 12, 17 through 22, and 24.

17. Disclaimers

THE SERVICE, INCLUDING ALL FEATURES, ESTIMATES, AND CONTENT, IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DATA OR RESULT WILL BE ACCURATE OR COMPLETE.

17.1Culimise Inventory is a tool to support your decisions. It does not replace your professional judgment, food-safety practices, or accounting, tax, or legal advice. Some places do not allow certain disclaimers, so some of the above may not apply to you.

18. Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS, (A) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF WE WERE TOLD THEY WERE POSSIBLE; AND (B) OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM, OR $500.

18.1These limits apply to every legal theory, including contract, tort (including negligence), and strict liability, and even if a limited remedy fails of its essential purpose. They are an allocation of risk that is reflected in our prices, and each of us relies on them. They do not limit liability that cannot be limited by law, such as liability for fraud or willful misconduct, and some places do not allow certain limits, so they may not fully apply to you.

19. Indemnification

19.1You will defend, indemnify, and hold harmless Culimise Inc and its officers, directors, employees, and agents from and against third-party claims, and the resulting damages, losses, and reasonable costs (including reasonable attorneys’ fees), arising from (a) your Customer Data; (b) your or your Users’ use of the Service in breach of these Terms or the law; or (c) your connection of a Connected Service without the right to do so.

19.2We will tell you promptly about the claim, and you may control its defense with counsel reasonably acceptable to us, but you may not settle a claim in a way that admits fault for us or imposes obligations on us without our written consent. We may take part in the defense at our own cost.

20. Disputes, jury waiver and class waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. YOU AND WE EACH WAIVE THE RIGHT TO A JURY TRIAL, AND YOU AND WE AGREE TO BRING CLAIMS ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF A CLASS ACTION.

Informal resolution first

20.1Before starting a claim, you and we each agree to send a written notice describing the dispute and to try in good faith to resolve it informally for at least 30 days. Send your notice to the contact in Section 24 and include your name, account email, and what you are asking for.

Courts

20.2If the dispute is not resolved within 30 days, it must be brought in the state or federal courts located in Florida, as described in Section 21. Either of us may also bring an individual claim in a small-claims court that has jurisdiction, and either of us may ask a court for an injunction or other equitable relief to stop the misuse or infringement of intellectual property, or the unauthorized access to or use of the Service or data.

Jury trial waiver

20.3TO THE FULLEST EXTENT THE LAW ALLOWS, YOU AND WE EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LAWSUIT ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE. A judge will decide the case.

No class actions

20.4You and we may bring claims only on an individual basis, and not as a plaintiff or class member in any class, collective, consolidated, or representative action. A court may not combine claims of more than one person or preside over any class or representative proceeding. If this waiver is found unenforceable for a claim, that claim will be heard only as the law allows, and the rest of this Section and these Terms will stay in effect.

21. Governing law and venue

21.1These Terms and any dispute relating to them or the Service are governed by the laws of the State of Florida, where we are incorporated, and the United States, without regard to conflict-of-law rules that would apply other law. For any dispute, you and we agree to the exclusive jurisdiction and venue of the state and federal courts located in Florida, and waive any objection based on inconvenient forum.

22. General terms

23. Changes to these Terms

23.1We may update these Terms from time to time. For material changes, we will give you at least 30 days’ notice by email or in the Service before they take effect, unless a change is required sooner by law or to protect the Service, in which case it takes effect when we post it. The date at the bottom of the page shows when these Terms were last updated.

23.2If you do not agree to a change, you may cancel before it takes effect. If you keep using the Service after the effective date, you accept the updated Terms.

24. Contact

24.1Questions about these Terms, legal notices, and dispute notices: sales@culimise.com. For help with your account or to cancel, open a ticket at culimise.com/support.