ProcureZap Terms of Service

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," "your") and ProcureZap ("ProcureZap," "we," "us," "our") governing your access to and use of the ProcureZap platform, including our website, mobile applications, and related services (collectively, the "Services" or "Platform").

1. Definitions

• "Platform" means the ProcureZap AI-powered intelligent sourcing platform, including all software, features, and functionality provided by ProcureZap.
• "Services" means all services provided by ProcureZap through the Platform, including RFP management, vendor sourcing, proposal evaluation, compliance tracking, approval workflows, and related features.
• "Customer" means the organization or entity that has entered into a subscription agreement with ProcureZap.
• "User" means an individual authorized by a Customer to access and use the Platform.
• "Customer Data" means all data, content, and information submitted, uploaded, or generated by Customer or its Users through the Platform, including vendor information, RFPs, proposals, contracts, and evaluation data.
• "Subscription Term" means the period during which Customer has an active subscription to the Services.

2. Eligibility and Account Registration

2.1 Age Requirement

You must be at least 18 years of age (or the age of legal majority in your jurisdiction) to use the Services. By using the Services, you represent and warrant that you meet this age requirement.

2.2 Account Creation

To access the Services, you must create a ProcureZap account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your password
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account

3. Acceptable Use and Restrictions

3.1 Permitted Use

You may use the Services solely for lawful business purposes related to procurement, vendor management, and sourcing operations in accordance with these Terms.

3.2 Prohibited Activities

You agree NOT to:

• Upload, transmit, or distribute any viruses, malware, or malicious code
• Attempt to gain unauthorized access to the Platform or related systems
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Platform
• Use the Services to build a competitive product or service
• Scrape, data mine, or extract data from the Platform without express written permission
• Transmit excessive data that impairs network performance or availability
• Remove, obscure, or alter any proprietary notices (copyright, trademark, etc.)
• Use the Services in any manner that violates applicable laws, regulations, or third-party rights
• Share your account credentials or allow unauthorized access
• Impersonate any person or entity or misrepresent your affiliation
• Interfere with or disrupt the Services or servers/networks connected to the Services

4. Artificial Intelligence Features

4.1 AI Functionality

The Platform includes AI-powered features such as:

• Automated document processing and data extraction
• Intelligent vendor matching and recommendations
• Proposal analysis and scoring suggestions
• Spend optimization insights
• Natural language query interface

4.2 Accuracy Disclaimer

AI-generated outputs are provided for informational purposes only and should not be relied upon as the sole basis for business decisions. We do not guarantee the accuracy, completeness, or reliability of AI-generated content. You are responsible for reviewing, validating, and making final decisions regarding all procurement activities.

5. Subscription and Payment Terms

5.1 Subscription Basis

The Services are provided on a subscription basis. Access to the Platform requires an active, paid subscription unless otherwise specified in a separate agreement.

5.2 Payment

• Subscription fees are due 100% in advance
• Monthly billing is based on the number of active Users
• Fees are non-refundable except as specified in Section 5.4
• All fees are exclusive of taxes; Customer is responsible for all applicable taxes

6. Customer Data and Intellectual Property

6.1 Customer Data Ownership

Customer retains all rights, title, and interest in Customer Data. By using the Services, Customer grants us a limited, non-exclusive license to access, store, process, and use Customer Data solely to provide the Services and as described in our Privacy Policy.

6.2 Platform Ownership

ProcureZap and its licensors own all rights, title, and interest in the Platform, including all software, algorithms, designs, trademarks, copyrights, patents, trade secrets, and other intellectual property. These Terms do not grant you any ownership rights in the Platform.

7. Service Availability and Support

7.1 Uptime Commitment

We strive to maintain 99.95% uptime for the Platform through redundant data center infrastructure. However, we do not guarantee uninterrupted or error-free service.

7.2 Support

Customer support is available via email at support@procurezap.com. Response times and support levels may vary based on your subscription plan.

8. Data Security and Privacy

8.1 Security Measures

We implement administrative, technical, and physical security measures to protect Customer Data, including encryption, access controls, and monitoring.

8.2 Privacy Policy

Our collection, use, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to our Privacy Policy.

9. Warranties and Disclaimers

9.1 Limited Warranty

We warrant that the Services will perform substantially in accordance with our documentation and that functionality will not materially decrease during the Subscription Term.

9.2 Disclaimer of Other Warranties

10. Limitation of Liability

10.1 Exclusion of Damages

10.2 Cap on Liability

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO PROCUREZAP IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. Term and Termination

11.1 Term

These Terms commence when you first access the Services and continue until terminated as provided herein.

11.2 Subscription Term

Your subscription automatically renews for successive periods (monthly or annually) unless terminated by either party with at least 30 days' written notice prior to renewal.

11.3 Termination for Breach

Either party may terminate these Terms if the other party materially breaches these Terms and fails to cure the breach within 14 days of written notice.

11.4 Immediate Termination

We may immediately suspend or terminate your access if:

• You engage in prohibited activities under Section 3.2
• Your account poses a security risk
• Payment is past due
• We are required to do so by law

12. Dispute Resolution and Governing Law

12.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

12.2 Mandatory Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

13. Contact Information

For questions about these Terms of Service, please contact us: