Terms of Service

1. Introduction and Acceptance

Welcome to Procurex.ai ("Platform," "we," "us," or "our"), a procurement benchmarking platform operated by Procurex.ai. These Terms of Service ("Terms") govern your access to and use of the Platform, including all features, tools, data, content, and services available through procurex.ai and any associated subdomains.

By creating an account, uploading data, accessing benchmarks, or otherwise using the Platform, you ("you," "your," or "Contributor") agree to be bound by these Terms. If you are using the Platform on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Definitions

The following terms have specific meanings throughout this agreement:

3. Account Registration and Eligibility

3.1 Work Email Requirement

You must register using a valid work email address. The Platform maintains a block list of generic email providers (such as gmail.com, yahoo.com, hotmail.com, and similar consumer email services). Accounts registered with blocked domains will be rejected. This requirement also applies to accounts created via Google Workspace or Microsoft single sign-on — personal accounts on these providers are not accepted.

3.2 Organization Assignment

Upon registration, the Platform automatically associates your account with an Organization based on your email domain:

• New domain: A new Organization is created, and you are designated as the Organization's administrator with additional privileges (see Section 4).
• Existing domain: You are automatically added to the existing Organization as a standard member. No invitation is required.

3.3 Account Accuracy

You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

3.4 One Account Per Person

Each individual may maintain only one account. Creating multiple accounts to circumvent access restrictions, inflate Credits, or manipulate benchmarks is a violation of these Terms and grounds for immediate termination.

4. Roles and Responsibilities

4.1 Contributors

All registered users are Contributors. Contributors may upload procurement data, view benchmarks and ratings within their Organization's access level, access AI Briefings, submit financing offers for evaluation, and generate reports.

4.2 Organization Administrators

The first user to register from a given email domain is automatically designated as the Organization's administrator. Organization administrators have additional capabilities including: reviewing and deleting uploads from their Organization, viewing data provenance (who uploaded what and when), and removing members from the Organization. Organization administrators cannot access data or settings belonging to other Organizations.

4.3 Responsibility for Organizational Use

Organization administrators are responsible for ensuring that all members of their Organization comply with these Terms. If a member violates these Terms, the Organization administrator may be contacted and asked to take corrective action.

5. Data Contributions and Licensing

5.1 Your Data Ownership

You retain full ownership of the raw procurement data you upload to the Platform ("Your Data"). Nothing in these Terms transfers ownership of Your Data to Procurex.ai.

5.2 License Grant for Benchmarking

By uploading data to the Platform, you grant Procurex.ai a non-exclusive, worldwide, royalty-free, perpetual, sublicensable, and irrevocable license to use the data for any lawful purpose related to operating, improving, and expanding the Platform and the cooperative-pool business model, including, but not limited to:

• Process, anonymize, and aggregate Your Data for inclusion in the Benchmark Pool;
• Use the anonymized and aggregated data to compute benchmarks, ratings, trend analyses, and savings opportunities for all Platform users;
• Use the anonymized data to improve the Platform's matching, classification, and scoring algorithms;
• Retain anonymized data in the Benchmark Pool even if your account or Organization is deleted (see Section 13 on data retention);
• Training, fine-tuning, evaluating, and developing artificial intelligence and machine learning models, including foundation models, embedding models, and derived predictive models, using anonymized and aggregated data;
• Conducting research, generating derived analytics products, and licensing aggregated insights or benchmark datasets to third parties, including partners, customers, and researchers;
• Developing and offering future products, services, features, and revenue streams not yet specified at the time of upload, consistent with the cooperative-pool business model.

5.3 Anonymization

All Contributions are anonymized before public surfacing in aggregate benchmarks. Pool-wide aggregate outputs do not surface individual organization or contributor identities; aggregate benchmarks are computed only after the k-anonymity floor has been cleared in the relevant category. The Platform enforces a minimum contributor threshold per product category: benchmarks for any category with fewer than five contributing Organizations are suppressed and not displayed to any user.

5.4 Data Quality and Accuracy

You represent and warrant that:

• You have the right and authority to upload the data you contribute;
• Your Contributions do not contain personally identifiable information of individuals (e.g., employee names, social security numbers) unless such information is part of standard procurement records (e.g., buyer contact names);
• Your Contributions are accurate to the best of your knowledge and reflect genuine procurement transactions;
• You will not upload fabricated, manipulated, or misleading data intended to distort benchmarks.

5.5 Quality Scoring

Each upload is evaluated by an automated quality-scoring system that assesses completeness, validity, richness, consistency, and rarity. Credits are awarded proportional to the quality score. Uploads that fall below the minimum completeness threshold will be rejected and will not earn Credits. The quality-scoring formula and thresholds may be adjusted over time; such changes will be communicated in advance.

6. Credits and Access Levels

6.1 Earning Credits

Credits are earned by your Organization when Contributors upload procurement data that passes quality validation. The number of Credits awarded is proportional to the quality score of each upload. Credits are posted to the Organization's ledger, not to individual user accounts.

6.2 Access Level Determination

Your Organization's access level (Basic, Bronze, Silver, or Gold) is determined by the total Credits accumulated within a rolling six-month window. As Credits accumulate, your Organization may advance to higher access levels, unlocking broader benchmark visibility and additional features. If your Organization's Credit balance within the rolling window falls below a level threshold, the access level may be reduced after a 60-day notice period.

6.3 Access Level Scope

Higher access levels provide broader visibility into the Benchmark Pool. At all levels, your Organization can see full benchmark detail for items you have contributed data about. Higher levels expand visibility to additional categories and deeper statistical detail across the pool, subject to the minimum contributor threshold described in Section 5.3.

6.4 No Monetary Value

Credits have no cash value and cannot be purchased, sold, transferred, or exchanged for money or other consideration. Credits exist solely to determine your Organization's access level on the Platform.

6.5 Platform-Initiated Adjustments

Procurex.ai reserves the right to adjust Credit balances or access levels in cases of data quality violations, Terms violations, or system errors. Any such adjustment will be communicated to the affected Organization's administrator with an explanation.

7. Benchmarks, Ratings, and AI-Generated Content

7.1 Informational Purpose Only

All benchmarks, ratings, trend analyses, savings opportunities, AI Briefings, financing evaluations, and other analytical outputs provided by the Platform are for informational purposes only. They do not constitute financial advice, procurement recommendations, or professional consulting services.

7.2 No Guarantee of Accuracy

While we strive to provide accurate and useful benchmarks, the quality of outputs depends on the quality and volume of data contributed by all Platform participants. Benchmarks are statistical aggregations and may not reflect the specific circumstances of your Organization's procurement environment. Ratings and scores are relative measures, not absolute assessments of value.

7.3 AI-Generated Content Disclaimer

AI Briefings and other AI-generated content are produced by artificial intelligence systems. These outputs may contain errors, omissions, or suggestions that are not appropriate for your specific situation. You should independently verify any AI-generated content before relying on it for business decisions.

7.4 Financing Intelligence

The financing evaluation feature allows you to submit financing offers for comparison against per-product reference rates (currently operator-set MVP constants; live market-data feeds are on the roadmap). The resulting scores are analytical tools for relative comparison across offers, not endorsements or recommendations of any lender or financing product. Procurex.ai is not a financial advisor, broker, or lender.

8. Acceptable Use Policy

You agree not to:

• Upload false, fabricated, or intentionally misleading procurement data;
• Attempt to reverse-engineer, de-anonymize, or identify the source of any data in the Benchmark Pool;
• Use automated tools (bots, scrapers, scripts) to access the Platform or extract data, except through officially provided APIs;
• Circumvent access level restrictions, rate limits, or other technical controls;
• Share your account credentials with others or allow unauthorized access to your account;
• Use the Platform to gain competitive intelligence about a specific, identifiable competitor (the anonymization and minimum contributor thresholds are designed to prevent this, and any attempt to circumvent them is a violation);
• Redistribute, resell, or publicly disclose benchmark data, ratings, or AI Briefings obtained from the Platform without prior written consent;
• Upload data that you do not have the right to share, including data subject to confidentiality agreements that prohibit such sharing;
• Interfere with or disrupt the Platform's infrastructure, security, or other users' access;
• Use the Platform for any purpose that violates applicable law or regulation.

9. Intellectual Property

9.1 Platform Ownership

The Platform, including its software, algorithms, scoring methodologies, user interface, documentation, and all related intellectual property, is owned by Procurex.ai and protected by applicable intellectual property laws. These Terms do not grant you any rights to our intellectual property except the limited right to use the Platform as described herein.

9.2 Benchmark Pool

The Benchmark Pool, as an anonymized and aggregated dataset, is a compilation owned by Procurex.ai. While individual Contributors retain ownership of their raw data (Section 5.1), the anonymized, aggregated benchmarks derived from all Contributions are the intellectual property of Procurex.ai.

9.3 Feedback

If you provide feedback, suggestions, or ideas about the Platform, you grant Procurex.ai a perpetual, irrevocable, royalty-free license to use, modify, and incorporate such feedback into the Platform without obligation to you.

10. Privacy and Data Protection

Your use of the Platform is also governed by our Privacy Policy, which describes how we collect, use, store, and protect personal information. By using the Platform, you acknowledge that you have read and understood the Privacy Policy.

Key privacy commitments relevant to these Terms include:

• Contribution data is irreversibly anonymized before entering the Benchmark Pool;
• Benchmarks are suppressed for categories with fewer than five contributing Organizations to prevent re-identification;
• Personal account data is handled in accordance with GDPR and CCPA requirements (compliance programs are in progress — see our Privacy Policy for current status);
• We do not sell your personal information.

11. Service Availability and Modifications

11.1 Availability

We aim to provide reliable access to the Platform but do not guarantee uninterrupted or error-free service. The Platform may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.

11.2 Modifications

We reserve the right to modify, update, or discontinue any feature or aspect of the Platform at any time. Material changes that affect your rights or obligations will be communicated at least 30 days in advance via email. Continued use of the Platform after changes take effect constitutes acceptance of the modified Terms.

11.3 Quality Formula Changes

The quality-scoring formula used to evaluate Contributions and award Credits may be updated over time. When the formula changes, we will decide whether to re-score historical Contributions under the new formula or preserve previously awarded Credits. This decision and its rationale will be communicated to affected Organizations.

12. Termination

12.1 Termination by You

You may close your account at any time by contacting us at privacy@procurex.ai. Organization administrators may remove individual members from their Organization. Account closure does not affect anonymized data already in the Benchmark Pool (see Section 13).

12.2 Termination by Us

We may suspend or terminate your account or your Organization's access if:

• You violate these Terms, including the Acceptable Use Policy;
• Your Contributions are determined to contain fabricated or intentionally misleading data;
• Your account shows signs of unauthorized access or misuse;
• Required by law or regulation.

Where practicable, we will provide notice and an opportunity to cure before termination, except in cases of severe or repeated violations.

12.3 Effect of Termination

Upon termination, your access to the Platform ceases immediately. Your Organization's access level and Credit balance are forfeited. Sections that by their nature should survive termination (including Sections 5.2, 7, 9, 13, 14, 15, and 16) will survive.

13. Data Retention and Deletion

13.1 Anonymized Data

When you upload spend data to Procurex.ai, we retain it as part of our anonymized benchmark pool. Anonymized and aggregated data may be retained indefinitely. You may request deletion of your account and your raw uploaded data at any time by contacting privacy@procurex.ai; anonymized data already incorporated into aggregate benchmarks cannot be removed without affecting the integrity of those benchmarks for all customers.

13.2 Personal and Organizational Data

Upon account deletion or a valid data subject access request (DSAR), we will delete personally identifiable information associated with your account and Organization records in accordance with applicable data protection laws (GDPR, CCPA). This includes your name, email address, account settings, and upload metadata that identifies your Organization.

13.3 Retention Periods

We retain personal account data for the duration of your active account plus a reasonable period thereafter for legal and operational purposes. Specific retention periods are detailed in our Privacy Policy.

14. Limitation of Liability

To the maximum extent permitted by applicable law:

• Procurex.ai provides the Platform "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Procurex.ai shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities, arising from your use of or inability to use the Platform.
• Procurex.ai's total aggregate liability for any claims arising under these Terms shall not exceed the greater of (a) the amount you paid to Procurex.ai in the twelve months preceding the claim, or (b) one hundred U.S. dollars ($100).
• Procurex.ai is not liable for any business decisions you make based on benchmarks, ratings, AI Briefings, financing evaluations, or other Platform outputs.

15. Indemnification

You agree to indemnify, defend, and hold harmless Procurex.ai, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Platform;
• Your Contributions, including any claim that your uploaded data infringes a third party's rights or violates a confidentiality obligation;
• Your violation of these Terms;
• Your violation of any applicable law or regulation.

16. Dispute Resolution

16.1 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 provisions.

16.2 Informal Resolution

Before initiating any formal dispute resolution, you agree to contact us at privacy@procurex.ai and attempt to resolve the dispute informally for at least 30 days.

16.3 Arbitration

Any dispute that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, or remotely at the mutual agreement of the parties. The arbitrator's decision shall be final and binding.

16.4 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Procurex.ai regarding your use of the Platform and supersede all prior agreements and understandings.

17.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

17.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

17.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

17.5 Notices

Notices to you will be sent to the email address associated with your account. Notices to us should be sent to privacy@procurex.ai.

18. Contact Information

If you have questions about these Terms of Service, please contact us: