These Terms of Service ("Terms") govern access to and use of the Ordvark software-as-a-service platform (the "Service") provided by Cadmus Lab LLC, an Arizona limited liability company doing business as Ordvark ("Ordvark," "we," "us," or "our"). The Service is accessible at ordvark.com and related subdomains.
By accessing or using the Service, the entity entering into these Terms (the "Customer") agrees to be bound by them. If the individual accepting these Terms is doing so on behalf of a Customer, that individual represents that they have authority to bind the Customer to these Terms. If you do not have that authority, or if the Customer does not agree to these Terms, do not access or use the Service.
These Terms apply between Ordvark and the Customer. Individuals authorized by the Customer to use the Service ("End Users") access the Service under the Customer's account and are subject to these Terms through the Customer.
Ordvark provides a multi-tenant software platform for managing beverage and inventory ordering, sales tracking, and related operational workflows for hospitality businesses. The features of the Service may evolve over time. We may add, remove, or modify features in our discretion, provided that we will not materially diminish the core functionality the Customer is paying for during a paid subscription term without reasonable advance notice.
The Customer's authorized representative will create or receive an initial administrator account, which can in turn create additional End User accounts within the Customer's organization. The Customer is responsible for the accuracy of the information used to create accounts.
The Customer is responsible for safeguarding all login credentials issued for End Users in the Customer's organization, and for any activity that occurs under those credentials. Two-factor authentication is mandatory for elevated roles (currently: Bar Manager, Beverage Director, Director of Operations, and Developer) when the Customer's organization-level enforcement setting is enabled. The Customer must promptly notify us of any unauthorized access or other security incident affecting the Customer's account.
The Customer and its End Users will not:
We may suspend an End User's access to the Service if we reasonably believe the End User is violating these acceptable-use restrictions, and we will notify the Customer's administrators when we do so.
We have a small number of internal platform administrators with the ability to provision new Customer organizations, view administrative records across the platform, and use a "View As" feature to authenticate as a specific End User for support, debugging, or onboarding purposes. Every View-As session is logged in the audit trail under the platform administrator's identity, and Customers can request audit-log exports for their organization.
We will use the View-As feature only for legitimate operational, support, and onboarding purposes. We will not use it for marketing, competitive intelligence, or other purposes unrelated to operating the Service.
As between Ordvark and the Customer, the Customer owns all data the Customer or its End Users upload, enter, or generate within the Service, including inventory records, orders, sales data, and other business information ("Customer Data"). Personal information about End Users that End Users provide directly to the Service is also Customer Data for these purposes.
The Customer grants Ordvark a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Data (a) as needed to provide and improve the Service for the Customer, to support the Customer, to comply with our legal obligations, and to perform our obligations under these Terms, and (b) for the limited additional purpose described in Section 3.3 (generation and use of aggregated, de-identified, and derived reference data to operate and improve the Service for all Customers). This license terminates when the Customer's account is terminated, except as set out in Section 5.4 (effects of termination) and Section 7 (export). The Section 3.3 reference-data use survives termination only with respect to de-identified, aggregated, and derived data that no longer identifies the Customer or its Customer Data.
We may generate, maintain, and use aggregated, de-identified, and derived data sets — including, without limitation, (a) statistics about how the Service is used, and (b) a canonical reference data set of distributor product information that we populate, accuracy-check, and maintain using data Customers enter or upload into the Service (including data ingested from Customer-uploaded vendor invoices), covering items such as distributor product catalogs, pack sizes and formats, channel pricing, and case-break discount tiers (the "Reference Data").
We may use the Reference Data and other aggregated, de-identified, and derived data to operate, improve, support, secure, and maintain the Service for all Customers — including, for the Reference Data, to auto-populate suggestions, defaults, and validation prompts in the Service for any Customer (always presented as estimates and subject to Section 10.4) — provided in each case that:
(i) the data is not attributable to any individual Customer, End User, or any specific Customer's volumes, prices paid, order history, or operations once aggregated, de-identified, or otherwise derived; and
(ii) we do not sell the data and we do not expose any individual Customer's identity, volumes, prices paid, orders, or other confidential operational information to any other Customer through the Service.
We may also use such data for capacity planning, benchmarking, marketing, and similar internal purposes, subject to the same provisos.
For clarity: distributor channel pricing, formats, and discount-tier information are, by their nature and (in Arizona) by operation of law (see A.R.S. §§ 4-227.01 and 4-243(F), which require distributor channel pricing to be equally available to every retailer of a distributor within a pricing channel), market-level facts available to all retailers of a given distributor within a channel, and the parties acknowledge that such market-level information is not a Customer's confidential information for purposes of this Section 3.3, even when first received through this Service from a particular Customer. Nothing in this Section affects the confidentiality of any individual Customer's order history, volumes, prices paid as a function of volume, or other operational information.
We use PostgreSQL Row-Level Security and other database-level controls to ensure that Customer Data from one Customer is not accessible to another Customer through the Service. The technical and organizational measures we use are described in our Privacy Policy.
We maintain daily encrypted off-site backups of the database. Backups are retained for approximately 30 days and are aged out automatically thereafter. Backups exist primarily for disaster recovery; they are not a substitute for the Customer's own export schedule (see Section 7).
The Customer authorizes Ordvark to transmit order, purchasing, and other operational communications (each, a "Customer Communication") to recipients the Customer designates within the Service (each, a "Designated Recipient"), including, for example, transmitting a purchase order email to the Customer's distributor sales representative. Customer Communications are sent through our transactional email sub-processor (currently Resend; see our Privacy Policy, Section 4.1) and are identified to the Designated Recipient as originating from the Customer (typically "[Customer's business name] (via Ordvark)") with the Reply-To address set to the Customer's own designated reply address.
The following provisions govern Customer Communications:
(a) Customer is the originating party. As between the Customer and Ordvark, the Customer (and not Ordvark) is the originating sender and content-controller of each Customer Communication for purposes of applicable communications laws (including, where applicable, the federal CAN-SPAM Act, 15 U.S.C. § 7701 et seq., and any analogous state laws). Ordvark acts solely as the technical means of transmission at the Customer's direction.
(b) Customer responsibility for recipients and content. The Customer is responsible for (i) the accuracy of each Designated Recipient's contact information, (ii) having the right under applicable law and any preexisting commercial relationship to contact the Designated Recipient with the content of the Customer Communication, and (iii) the content of each Customer Communication.
(c) Sender identification and reply-to. Ordvark will identify the Customer (or the Customer's business) as the sender in the visible "From" field of each Customer Communication and will set the Reply-To address to a Customer-designated reply address. The Customer Communications generated by the Service are transactional / operational in nature (e.g., a purchase order sent in the ordinary course of the Customer's business) and are not promotional bulk mail; Ordvark does not use Customer Communications to send the Customer's marketing on the Customer's behalf.
(d) Send-receipt records only. Ordvark stores only a send-receipt for each Customer Communication, consisting of the Designated Recipient's address, an internal order reference, the message identifier returned by the email sub-processor, and the delivery / bounce / complaint status reported by that sub-processor. Ordvark does not store reply threads, operate an inbox on the Customer's behalf, or otherwise act as the Customer's mail server.
(e) Suspension. Ordvark may suspend or refuse to transmit Customer Communications that we reasonably believe violate this Section 3.6, the Acceptable Use restrictions in Section 2.3, applicable law, or the policies of our transactional email sub-processor.
NOTE — DRAFT, ON HOLD. This Section 3.7 is drafted in advance for an SMS / text-message order-communications feature that Ordvark has not yet launched. This Section 3.7 does not take effect, and Ordvark does not transmit any SMS messages on the Customer's behalf, unless and until Ordvark publicly enables an SMS feature in the Service and updates these Terms to remove this hold notice. Until then, Section 3.6 (email) is the sole authorization for Ordvark to transmit Customer Communications on the Customer's behalf.
If and when Ordvark enables SMS Customer Communications, the following provisions will apply in addition to Section 3.6 (with references to "Customer Communication" extending to SMS):
(a) TCPA / consent. Before any SMS Customer Communication is transmitted to a given mobile number, the Customer represents and warrants that it has obtained any consent required under the federal Telephone Consumer Protection Act, 47 U.S.C. § 227, and its implementing regulations, and under any analogous state laws, from each recipient of that number. Such consent must, where required by law, be prior express consent or prior express written consent of the recipient.
(b) STOP / opt-out. Every SMS Customer Communication transmitted through the Service will honor the standard opt-out keywords (STOP, UNSUBSCRIBE, END, QUIT, CANCEL) and the help keyword (HELP). A recipient's reply of any opt-out keyword will cause the Service to suppress further SMS Customer Communications to that mobile number until and unless the recipient affirmatively re-subscribes through a permitted opt-in mechanism. Standard message and data rates may apply; recipients are responsible for charges from their wireless carrier.
(c) A2P 10DLC / carrier registration. SMS Customer Communications are subject to U.S. carrier registration requirements (including A2P 10DLC campaign and brand registration) administered by the wireless carriers and their registry. The Customer agrees to provide accurate information requested by Ordvark for any such registration, and Ordvark may suspend SMS Customer Communications for a Customer or Designated Recipient as required to comply with carrier and registry policies.
The Customer agrees to pay the subscription fees set out in the order form, signed agreement, or other written documentation between the Customer and Ordvark ("Order Documentation"). Fees are billed in advance on the schedule set out in the Order Documentation (typically monthly or annually).
Refunds are available only as expressly set out in this Section, the Order Documentation, or Section 10.2 (warranty remedy):
For clarity: if the Customer cancels its subscription before the end of a paid term (see Section 5.2), the Customer retains access to the Service through the end of that term but is not entitled to any refund of fees already paid for that term.
If the Customer engages Ordvark for concierge setup, data migration, training, or other professional services, those fees will be billed as set out in the Order Documentation, separately from recurring subscription fees.
Fees do not include sales, use, value-added, withholding, or other taxes. The Customer is responsible for all such taxes other than taxes on Ordvark's net income. If we are required to collect taxes from the Customer, we will add them to the invoice.
If the Customer fails to pay an invoice when due, we may suspend access to the Service after providing the Customer at least ten (10) days' written notice and an opportunity to cure. Unpaid amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by applicable law.
We may change our standard published subscription fees from time to time. Any change will take effect at the start of the Customer's next renewal term, and we will give the Customer at least 30 days' notice before the change takes effect.
Notwithstanding the foregoing: if the Order Documentation includes a rate-lock provision (for example, a guarantee that the Customer's negotiated rate stays in effect across renewals as long as the Customer remains on a specified billing cadence), the rate-lock terms in the Order Documentation control over this Section. A Customer who lapses out of the cadence specified in their rate-lock provision may, on next renewal, be subject to our then-current standard fees unless the Order Documentation provides otherwise.
These Terms begin when the Customer first accesses or uses the Service and continue until the Customer's subscription terminates as set out in the Order Documentation or these Terms.
The Customer may terminate its subscription at the end of its then-current paid term by sending written notice to the contact address below at least twenty-four (24) hours before the next scheduled renewal date. Notice received within twenty-four (24) hours of the renewal date may not stop the renewal charge from processing; if the renewal charge has already processed, the Customer's exclusive remedy is to allow the renewed term to run and to give timely notice before the following renewal. We may terminate any free or trial subscription at any time on reasonable notice.
Either party may terminate these Terms (and any active subscription) immediately if the other party materially breaches them and fails to cure that breach within 30 days after receiving written notice. We may terminate immediately and without notice if the Customer's use of the Service materially threatens the security or integrity of the Service or another Customer's data.
Upon termination:
We will use commercially reasonable efforts to keep the Service available. We do not guarantee uninterrupted availability. Planned maintenance will be communicated in advance where reasonably practicable.
Support is provided as set out in the Order Documentation. Where no specific service-level agreement is in place, we will respond to support requests during normal business hours on a commercially reasonable basis.
The Customer can export their data from the Service at any time during an active subscription, and for at least 30 days after termination, using the export functionality provided in the Service. Export formats include CSV. The Customer is responsible for retaining its own copies of any data it wishes to keep beyond the post-termination export window.
Each party may have access to information of the other that is marked or reasonably understood to be confidential ("Confidential Information"). Customer Data is the Customer's Confidential Information. The non-public technical and business details of the Service are Ordvark's Confidential Information. Each party will use Confidential Information only as needed under these Terms, will protect it with the same degree of care it uses for its own confidential information (and no less than reasonable care), and will not disclose it to third parties except to its employees, contractors, and advisors who have a need to know and are bound by similar confidentiality obligations. These obligations survive termination for a period of three (3) years, except for trade secrets which are protected for as long as they remain trade secrets under applicable law.
We retain all right, title, and interest in and to the Service, including all software, designs, documentation, branding, trademarks, and other intellectual property that constitutes the Service. Nothing in these Terms transfers any ownership interest in the Service to the Customer. The Customer retains ownership of Customer Data as set out in Section 3.
If the Customer provides feedback, suggestions, or ideas about the Service, we may use that feedback for any purpose without obligation to the Customer, provided we do not identify the Customer as the source of the feedback in publicly visible materials without the Customer's permission.
Each party represents and warrants that it has the legal authority to enter into these Terms.
We warrant that we will provide the Service in a manner consistent with general industry standards reasonably applicable to the Service. Our sole obligation, and the Customer's exclusive remedy, for any breach of this warranty is for us to use commercially reasonable efforts to correct the issue, or, if we cannot do so, to allow the Customer to terminate the affected subscription and receive a pro rata refund of any prepaid fees for the unused portion of the term.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST EVERY POSSIBLE THREAT.
The Service includes one or more decision-aid features collectively referred to as "Suggested Orders" (which may include on-hand inventory figures, par-level calculations, variance and leakage flags, suggested order quantities, top-mover analytics, case-break savings analyses, and similar analytics and reports — collectively, "Inventory Intelligence Output"). The following provisions govern Suggested Orders and all Inventory Intelligence Output:
(a) Estimates, not guarantees. Inventory Intelligence Output is informational only. All Suggested Orders, on-hand figures, par calculations, variance and leakage indicators, suggested-order quantities, and other Inventory Intelligence Output are estimates generated from data the Customer provides; they may be inaccurate, incomplete, or out of date.
(b) Customer responsibility. The Customer is solely responsible for reviewing, approving, and acting on all orders, order quantities, purchasing decisions, and operational decisions, regardless of any Inventory Intelligence Output. Nothing in the Service is intended to replace, and nothing in the Service replaces, the Customer's independent judgment.
(c) Accuracy depends on Customer inputs. The accuracy and usefulness of Inventory Intelligence Output depends on the accuracy, completeness, and timeliness of the Customer's inventory counts, par levels, sales data, vendor information, and other Customer-controlled inputs. We do not warrant the accuracy, completeness, fitness, or reliability of any Inventory Intelligence Output.
(d) No liability for reliance. Subject to and consistent with Section 12 (Limitation of liability), we are not liable for any shortages, overages, stockouts, over-purchasing, under-purchasing, spoilage, waste, lost sales, vendor disputes, customer dissatisfaction, regulatory issues, or any direct, indirect, incidental, consequential, special, or exemplary losses arising from the Customer's reliance on, use of, or failure to verify any Inventory Intelligence Output.
(e) In-product acknowledgment. The Customer's authorized End Users acknowledge this Section 10.4 in the Service before first using Suggested Orders, via a one-time in-product disclaimer dialog. Such in-product acknowledgment supplements, but does not replace, this Section 10.4 or the rest of these Terms.
We will defend the Customer against any third-party claim alleging that the Service, as provided by us and used by the Customer in accordance with these Terms, infringes a US patent, copyright, or trademark of the third party, and we will pay damages and costs finally awarded against the Customer (or agreed in settlement) in any such claim, provided that the Customer promptly notifies us of the claim, gives us sole control of the defense and settlement, and reasonably cooperates with us. This Section 11.1 does not apply to claims arising from (a) Customer Data, (b) the Customer's combination of the Service with other products or services not provided by us, or (c) modifications to the Service made by anyone other than us.
The Customer will defend us against any third-party claim arising from (a) Customer Data, (b) the Customer's or its End Users' use of the Service in violation of these Terms or applicable law, or (c) the matters excluded in Section 11.1, and will pay damages and costs finally awarded against us (or agreed in settlement) in any such claim, on the same notice/control/cooperation conditions stated in Section 11.1.
EXCEPT FOR (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, (B) THE CUSTOMER'S PAYMENT OBLIGATIONS, AND (C) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW:
These limitations apply in the aggregate to all claims and causes of action of any type, whether in contract, tort (including negligence), or otherwise.
These Terms are governed by the laws of the State of Arizona, without regard to its conflict-of-laws principles. The exclusive venue for any action or proceeding arising out of or related to these Terms is the state or federal courts located in Maricopa County, Arizona, and each party consents to the personal jurisdiction of those courts.
The parties will attempt in good faith to resolve any dispute through informal negotiation before initiating litigation. Either party may seek injunctive or equitable relief in court at any time without first negotiating.
Notices under these Terms must be in writing and sent to the email address or postal address designated in the Order Documentation (or, for notices to Ordvark, to the contact address listed at the end of these Terms). Email notice is effective when sent to the designated address.
We may modify these Terms by posting an updated version. We will give the Customer reasonable advance notice of material changes by email or in-product notification. The Customer's continued use of the Service after the effective date of an updated version constitutes acceptance of the change. If the Customer does not agree to a material change, the Customer's exclusive remedy is to terminate its subscription before the change takes effect.
The Customer may not assign these Terms without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of the Customer's assets, provided that the successor is not a competitor of Ordvark. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of all or part of our business. Any prohibited assignment is void.
Neither party is liable for delays or failures to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, governmental action, war, civil unrest, labor disputes, internet outages, or third-party service failures.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
If any provision of these Terms is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its original intent.
A party's failure to enforce any provision of these Terms does not waive its right to enforce that or any other provision in the future.
These Terms, together with the Order Documentation and our Privacy Policy, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings on the subject. In the event of a conflict between these Terms and the Order Documentation, the Order Documentation controls.
Cadmus Lab LLC, dba Ordvark
Attn: Legal
1525 E. Palm Lane, Phoenix, AZ 85006
Email: legal@ordvark.com