Terms & Conditions

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you and Procurax Inc. (“Procurax,” “we,” “us,” or “our”) governing your access to and use of the Procurax enterprise procurement platform, website at procurax.io, and all related services (collectively, the “Services”).

By accessing or using our Services, you confirm that you are at least 18 years of age, have the authority to bind the organization you represent, and agree to be bound by these Terms. If you do not agree, do not access or use our Services.

These Terms apply in conjunction with any separate Order Form, Statement of Work, or Master Service Agreement (“MSA”) executed between your organization and Procurax. In the event of a conflict, the terms of the MSA shall prevail.

Procurax provides a cloud-based enterprise procurement platform that includes supplier management, approval workflow automation, spend analytics, contract lifecycle management, purchase order management, and related procurement governance tools.

The specific features and capabilities available to your organization depend on your subscription plan as described in your Order Form. Procurax reserves the right to modify, enhance, or discontinue features with reasonable notice to customers.

We provide the Services on a software-as-a-service (SaaS) basis. You access the Services through our secure web application and API. You are responsible for ensuring appropriate internet connectivity, hardware, and browser compatibility.

To use the Procurax platform, your organization must register for an account and designate one or more administrators. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

You must notify us immediately at support@procurax.io if you suspect unauthorized access to your account. We are not liable for losses arising from unauthorized account access that results from your failure to safeguard credentials.

You agree to provide accurate, complete, and current information during registration and to update this information as necessary. We reserve the right to suspend accounts that contain inaccurate information or that have been inactive for extended periods.

Subscription Plans: Procurax offers subscription plans as described on our website and in your Order Form. Plan pricing, features, and entitlements are agreed at the time of contracting and may be adjusted upon renewal with 60 days' advance notice.

Payment Terms: Fees are billed in advance on an annual or monthly basis as specified in your Order Form. Invoices are due within 30 days of issuance. Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less.

Taxes: Fees are exclusive of all applicable taxes, duties, and levies. You are responsible for all taxes associated with your purchase of our Services, excluding taxes on Procurax's income.

Fee Changes: We may adjust subscription fees upon renewal with 60 days' prior written notice. Your continued use of the Services after the fee change takes effect constitutes acceptance of the new fees.

You agree to use the Procurax platform only for lawful purposes and in accordance with these Terms. You must not:

• Use the Services to process illegal transactions or facilitate fraud
• Attempt to gain unauthorized access to any part of the platform or related systems
• Upload or transmit malware, viruses, or any other malicious code
• Scrape, reverse engineer, decompile, or otherwise attempt to derive source code
• Use the platform to send unsolicited communications or spam
• Resell, sublicense, or otherwise make the Services available to unauthorized third parties
• Remove or obscure any copyright, trademark, or proprietary notices
• Interfere with the proper functioning of the platform or related infrastructure

Procurax reserves the right to suspend or terminate access for violations of these acceptable use requirements, without liability to you.

Procurax IP: The Procurax platform, including all software, interfaces, algorithms, documentation, and related materials, is owned by Procurax Inc. and protected by copyright, trademark, and other intellectual property laws. These Terms grant you a limited, non-exclusive, non-transferable license to access and use the Services during your subscription term.

Your Data: You retain all ownership rights in the data you upload to or generate within the Procurax platform (“Customer Data”). You grant Procurax a limited license to process Customer Data solely for the purpose of providing the Services.

Feedback: If you provide feedback, suggestions, or ideas about the Services, you grant Procurax a royalty-free, worldwide license to use such feedback for any purpose without obligation to you.

Each party may receive confidential information of the other party in connection with the Services. Each party agrees to hold the other's Confidential Information in strict confidence, to use it only for purposes of fulfilling its obligations under these Terms, and not to disclose it to third parties without prior written consent.

Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was rightfully known prior to disclosure; (c) is independently developed without using the disclosing party's Confidential Information; or (d) is required to be disclosed by law, with prompt notice to the disclosing party.

Procurax Warranties: Procurax warrants that: (a) it has the right to provide the Services; (b) the Services will perform materially in accordance with the documentation; and (c) Procurax will use commercially reasonable measures to protect Customer Data.

Disclaimer: EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. PROCURAX DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROCURAX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROCURAX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

PROCURAX'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO PROCURAX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

These limitations apply regardless of the form of action, whether in contract, tort, negligence, or otherwise, and even if Procurax has been advised of the possibility of such damages.

These Terms remain in effect until your subscription is terminated. Your subscription term is specified in your Order Form and renews automatically unless either party provides written notice of non-renewal at least 60 days before the renewal date.

Either party may terminate these Terms immediately on written notice if the other party: (a) materially breaches these Terms and fails to cure within 30 days of written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to insolvency proceedings.

Upon termination, your right to access the Services ceases immediately. We will retain Customer Data for 30 days following termination, during which you may export your data. After this period, Customer Data will be securely deleted in accordance with our data retention policy.

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be resolved through binding arbitration administered by the American Arbitration Association, conducted in English in Washington, D.C.

Notwithstanding the above, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to protect its intellectual property rights or confidential information.

For questions about these Terms, contact our legal team:

• Email: support@procurax.io
• Post: Procurax Inc., Legal Department, Washington, D.C., USA