These Terms of Service (“Terms”) govern your access to and use of the ProcWisely procurement and spend management platform and related websites, applications, and services (collectively, the “Service”), provided by ProcWisely (“ProcWisely,” “we,” “us,” or “our”). By accessing or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent that you are authorized to bind that organization, and “you” refers to that organization.
1. The Service
ProcWisely provides a cloud-hosted platform for managing purchase requests, approvals, purchase orders, vendors, invoices, payments, expenses, and related procurement and spend management workflows. We may add, modify, or discontinue features from time to time. Material changes that adversely affect the Service in a meaningful way will be communicated to active customers in advance.
2. Accounts
To use most of the Service you must create an account. You agree to provide accurate, current, and complete information, keep it up to date, and maintain the security of your credentials. You are responsible for all activity under your account. Notify us immediately at contact@procwisely.com if you suspect unauthorized use.
3. Subscription, Fees, and Taxes
- Plans: the Service is offered on subscription plans described on our pricing page or in an order form executed with us.
- Billing: fees are billed in advance on the cadence stated in your plan or order form (monthly or annually). Unless otherwise stated, fees are non-refundable.
- Renewals: subscriptions automatically renew for the same term unless cancelled before the end of the current term.
- Free trials: we may offer a free trial, which converts to a paid subscription at the end of the trial period unless cancelled. We may modify or end free trials at any time.
- Taxes: fees are exclusive of taxes. You are responsible for any sales, use, VAT, GST, or similar taxes, except for taxes based on our net income.
- Late payment: overdue amounts may bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend access for non-payment after written notice.
4. Acceptable Use
You agree not to, and not to permit any user to:
- use the Service in violation of applicable law or for any unlawful or fraudulent purpose;
- upload or transmit malicious code, viruses, worms, or any content that could damage or disrupt the Service or its users;
- attempt to access the Service, accounts, or systems you are not authorized to access;
- probe, scan, or test the vulnerability of the Service or breach any security or authentication measures, except under a written program we authorize;
- use the Service to send unsolicited communications, infringe third-party intellectual property, or process information of children under 16 without appropriate consent;
- reverse engineer, decompile, or attempt to derive source code from the Service except to the extent expressly permitted by law;
- copy, resell, sublicense, white-label, or otherwise commercially exploit the Service except as expressly permitted; or
- use the Service to build a competing product or to benchmark the Service for purposes of public competitive comparison.
5. Customer Data
“Customer Data” means information you and your authorized users submit to the Service. As between you and us, you retain all rights, title, and interest in Customer Data. You grant ProcWisely a limited, worldwide, non-exclusive license to host, copy, transmit, display, and process Customer Data solely as needed to provide and improve the Service, prevent or address technical or security issues, comply with law, and as otherwise authorized in your order form or our Data Processing Addendum.
You are responsible for the accuracy and legality of Customer Data and for ensuring you have the rights and consents needed to provide it to us. You must not submit any Sensitive Personal Information (including health, financial account, or government identifier data) except as expressly permitted by the Service’s features.
6. Privacy
Our handling of personal information is described in our Privacy Policy. For Customer Data we process on your behalf, our Data Processing Addendum is incorporated into these Terms by reference where applicable.
7. Intellectual Property
The Service, including all software, design, logos, content, and documentation, is owned by ProcWisely or its licensors and is protected by intellectual property and other laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during the subscription term. We reserve all rights not expressly granted.
We may collect and use aggregated and anonymized data derived from the operation of the Service for any lawful purpose, including improving the Service and producing benchmarks, provided such data does not identify you or any individual.
8. Feedback
If you submit comments, suggestions, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose, without obligation to you.
9. Third-Party Services
The Service may interoperate with third-party services that you choose to connect. Those services operate under their own terms and privacy policies. We are not responsible for, and disclaim all liability arising from, third-party services. Disabling a third-party integration may affect the functionality of the Service.
10. Confidentiality
Each party may receive non-public information of the other (“Confidential Information”). The receiving party will protect it with the same care it uses for its own confidential information (and no less than reasonable care), use it only to perform under these Terms, and not disclose it except to employees, agents, or contractors with a need to know who are bound by confidentiality obligations no less protective than these.
11. Suspension
We may suspend access to all or part of the Service if (a) we reasonably believe your use violates these Terms or poses a security or legal risk; (b) your account is overdue; or (c) suspension is required by law. We will use reasonable efforts to notify you in advance unless doing so would prejudice the safety or security of the Service.
12. Term and Termination
These Terms apply for as long as you have an account or are using the Service. Either party may terminate for material breach if the breach is not cured within 30 days after written notice. We may terminate immediately if required by law. Upon termination, your right to use the Service ends, and we will make Customer Data available for export for 30 days, after which we may delete it.
The following sections survive termination: 4 (Acceptable Use, to the extent applicable), 5 (Customer Data, last sentence), 7 (Intellectual Property), 8 (Feedback), 10 (Confidentiality), 12 (Term and Termination), 13 (Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 17 (Governing Law and Dispute Resolution), and 18 (Miscellaneous).
13. Disclaimer
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, PROCWISELY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET YOUR REQUIREMENTS.
14. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO PROCWISELY FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT.
15. Indemnification
You will defend, indemnify, and hold ProcWisely harmless from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from (a) your Customer Data; (b) your violation of these Terms or applicable law; or (c) your unauthorized use of the Service.
ProcWisely will defend you against any third-party claim that your authorized use of the Service infringes a U.S. patent, copyright, or trademark, and pay damages finally awarded against you, provided you promptly notify us in writing, give us sole control of the defense, and reasonably cooperate. If we believe the Service is or may become subject to such a claim, we may, at our option, modify the Service, procure a license, or terminate the affected subscription and refund prepaid, unused fees.
16. Force Majeure
Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of war or terrorism, civil unrest, government action, labor disputes, internet or utility outages, or denial-of-service attacks. The affected party will use reasonable efforts to resume performance as soon as practicable.
17. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute that is not subject to arbitration. The parties waive any right to a jury trial.
Disputes that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Delaware, in English. The arbitrator’s decision will be final and may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court to protect intellectual property or confidential information. Class actions and class arbitrations are not permitted.
18. Miscellaneous
- Entire agreement: these Terms, together with any order form, addenda, and policies referenced here, are the entire agreement between the parties regarding the Service and supersede prior agreements on the same subject.
- Order of precedence: in case of a conflict, an executed order form controls over these Terms, which control over our policies.
- Amendments: we may update these Terms from time to time. If we make material changes, we will notify active customers by email or through the Service before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.
- Assignment: you may not assign these Terms without our prior written consent. We may assign without consent in connection with a merger, acquisition, or sale of substantially all our assets.
- Severability: if any provision is held unenforceable, the remaining provisions remain in full force.
- No waiver: failure to enforce a provision is not a waiver of the right to enforce it later.
- No agency: the parties are independent contractors.
- Notices: notices to us must be sent to contact@procwisely.com. Notices to you may be sent to the email associated with your account or via the Service.