Terms of Service

By accessing or using the Service, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the Service. If a separate written agreement (such as an order form or master services agreement) exists between your organization and Vinifera, that agreement controls to the extent it conflicts with these Terms.

Binterra provides software for inventory, cost, and reporting workflows for restaurants, hotels, retailers, and similar businesses. The Service is a business tool intended for organizational use; it is not directed to consumers and is not intended for anyone under 16 years of age. We may update, add, or remove features over time.

We may offer beta, preview, or early-access features from time to time. These features are optional, may contain bugs, may change or be discontinued at any time, and are provided “as is” without warranties of any kind.

Access to the Service requires an account. You are responsible for the accuracy of your account information, for safeguarding your credentials, and for all activity that occurs under your account. Notify us promptly at privacy@binterra.app if you suspect unauthorized access. Administrators are responsible for the users they invite and the roles they assign.

As between you and Vinifera, you (or your organization) retain all rights to the content you upload or generate through the Service, including supplier invoices and the data extracted from them (“Customer Data”). You grant us a limited license to host, process, and transmit Customer Data solely to provide and support the Service, as described in our Privacy Policy and any applicable Data Processing Agreement (“DPA”).

You are responsible for the Customer Data you submit and for having the rights necessary to submit it. Where we act as a processor of Customer Data, our handling is governed primarily by your organization’s agreement and DPA with us.

We use commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. No method of transmission or storage is completely secure, however, and we do not guarantee absolute security.

The Service — including the Binterra software and source code, user interface, documentation, APIs, algorithms and models, analytics, trademarks and logos, and all updates, improvements, and derivative works — is owned by Vinifera and its licensors and is protected by intellectual property laws. Other than the limited right to use the Service under these Terms, nothing in these Terms transfers ownership of the Service to you, and nothing transfers ownership of Customer Data to us (see Section 4).

If you provide suggestions, ideas, feature requests, bug reports, or other feedback about the Service, we may use that feedback to improve and operate the Service without restriction, compensation, or attribution.

Each party may receive non-public information from the other in connection with the Service (“Confidential Information”). For us, this includes non-standard pricing, unpublished features, technical documentation, and implementation materials; for you, this includes your supplier and pricing information, API credentials, and other business information. (Customer Data is handled under Section 4, our Privacy Policy, and any applicable DPA.)

The receiving party will use Confidential Information only in connection with the Service, protect it with at least reasonable care, and not disclose it except to employees, contractors, and advisors who need it and are bound by comparable obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was independently developed without use of the disclosing party’s information, was lawfully received from a third party, or must be disclosed by law or court order (with reasonable notice to the disclosing party where legally permitted). These obligations continue for three (3) years after termination and, for trade secrets, for as long as they remain trade secrets.

You agree not to:

• Use the Service in violation of any applicable law or regulation.
• Upload content you do not have the right to submit, or that infringes the rights of others.
• Attempt to access another organization’s data, or probe, scan, or test the vulnerability of the Service without authorization.
• Interfere with or disrupt the integrity or performance of the Service, including through excessive automated requests.
• Reverse engineer, resell, or sublicense the Service except as permitted by law or a written agreement with us.

The Service can connect to third-party platforms you choose to enable, such as the Toast point-of-sale system. By enabling an integration, you authorize us to exchange the relevant data with that platform to provide the feature. Your use of a third-party platform is governed by that platform’s own terms and privacy practices, and we are not responsible for third-party services.

Integrations depend on third-party APIs that may change or become unavailable. We may modify or discontinue an integration if the third-party platform changes, restricts, or discontinues access, and we are not responsible for third-party downtime, API changes, or the acts or omissions of third-party providers.

Fees, billing frequency, and payment terms are as set out in your order form or subscription plan. Unless stated otherwise: (a) fees are quoted in U.S. dollars and are exclusive of applicable taxes, which you are responsible for paying (excluding taxes on our income); (b) subscriptions are billed in advance on a monthly or annual basis and renew automatically for successive periods equal to the initial term unless either party cancels before the start of the next renewal period; and (c) fees are non-refundable except as required by law or expressly agreed in writing.

If a payment method fails, we may retry it and will notify you so you can update your payment information. Amounts more than thirty (30) days past due may accrue interest at the lesser of 1% per month or the maximum rate permitted by law. If your account remains past due, we may suspend the Service after providing at least ten (10) days’ notice and a reasonable opportunity to cure.

We may change our fees upon at least thirty (30) days’ notice, with changes taking effect at the start of your next renewal period.

These Terms apply for as long as you use the Service. You may stop using the Service at any time, and you or your administrators may delete your account from within the Service. We may suspend or terminate access if you materially breach these Terms, if required by law, or to protect the Service or other users.

On termination, your right to use the Service ends, and any unpaid fees for the period before termination remain due. We will handle the return or deletion of Customer Data in accordance with your agreement, any applicable DPA, and our Privacy Policy. The sections identified in Section 16 survive termination.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

Binterra uses automated technologies, including artificial intelligence and optical character recognition (OCR), to extract data from invoices and other documents. Extracted data may contain errors or omissions. You are responsible for reviewing and verifying outputs before relying on them, and all business, accounting, purchasing, and compliance decisions remain your responsibility.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY YOUR ORGANIZATION TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS DO NOT APPLY TO A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, TO YOUR PAYMENT OBLIGATIONS, OR TO ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

You will defend, indemnify, and hold harmless Vinifera from third-party claims arising out of your Customer Data, your use of the Service in violation of these Terms, or your violation of applicable law, except to the extent caused by our own breach or misconduct.

We may modify the Service or these Terms from time to time. If we make material changes to these Terms, we will revise the “Last updated” date above and provide notice as required. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

Governing law. These Terms are governed by the laws of the State of Arizona, without regard to its conflict-of-laws rules.

Informal resolution. Before filing a claim, each party agrees to notify the other in writing of the dispute and to attempt in good faith to resolve it informally for at least thirty (30) days. Notices to Vinifera should be sent to legal@binterra.app.

Binding arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, before a single arbitrator. The seat of arbitration will be Phoenix, Maricopa County, Arizona, and proceedings may be conducted by videoconference where appropriate. Judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own attorneys’ fees and costs, and arbitration fees will be allocated in accordance with the AAA rules, except as the arbitrator may otherwise award under applicable law.

Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies, or (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information, or to prevent unauthorized access to the Service. For any dispute not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona.

Class action waiver. All disputes must be brought in the parties’ individual capacities, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding, and the arbitrator may not consolidate more than one party’s claims. If this class action waiver is found unenforceable as to a particular claim, that claim (and only that claim) must proceed in the courts identified above rather than in arbitration.

Assignment; successors. You may not assign these Terms without our prior written consent, except to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your business or assets, provided you give us notice and the successor assumes your obligations under these Terms, including payment obligations for the remainder of the then-current subscription term. An assignment, sale of your business, or other change of control does not shorten or terminate the then-current subscription term, and unless we agree otherwise in writing, the assigning party remains responsible for fees owed for that term if the successor does not pay them. We may assign these Terms in connection with a merger, acquisition, financing, corporate restructuring, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including internet or cloud-provider outages, natural disasters, war, terrorism, labor disputes, or governmental actions.

Entire agreement. These Terms, together with our Privacy Policy, any applicable DPA, and any order form, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements on that subject.

Severability. If any provision of these Terms is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full effect.

Waiver. A party’s failure to enforce a provision of these Terms is not a waiver of its right to enforce it later. Any waiver must be in writing to be effective.

Notices; electronic communications. We may provide notices and other communications to you electronically, including by email to your account email address or through the Service, and you consent to receiving them electronically. Legal notices to Vinifera must be sent to legal@binterra.app.

Survival.Sections 4 (Your data & content), 5 (Our intellectual property; feedback), 6 (Confidentiality), 9 (with respect to unpaid fees), 11 (Disclaimers), 12 (Limitation of liability), 13 (Indemnification), 15 (Governing law; binding arbitration; class action waiver), and 16 (General) survive termination of these Terms.