Terms of Service
- 1. Agreement to Terms
- 2. The Service
- 3. Accounts and Authorized Users
- 4. Subscriptions, Fees, and Payment
- 5. Customer Data
- 6. Acceptable Use
- 7. Intellectual Property
- 8. Confidentiality
- 9. Third-Party Integrations
- 10. Term and Termination
- 11. Disclaimers
- 12. Limitation of Liability
- 13. Indemnification
- 14. Governing Law and Dispute Resolution
- 15. General Provisions
- 16. Contact Us
The Service is offered for business use. By creating an account or otherwise using the Service, you represent that you have authority to bind Customer to these Terms and, where Customer has signed a separate order form or master subscription agreement with Prokurit, that agreement governs and these Terms apply to the extent not otherwise addressed there.
Prokurit provides software for procurement sourcing, supplier management, workflow automation, contract management, category management, and procurement analytics, as described on the Site. We may add, change, or discontinue features of the Service over time; we will not materially reduce the core functionality of a paid subscription during its committed term without notice.
Customer is responsible for the authorized users it invites to the Service, for keeping login credentials confidential, and for all activity under its account. Notify us promptly at [email protected] of any suspected unauthorized access.
The Service is not directed at, and may not be used by, individuals under 18.
Subscription plans, pricing, and billing cadence are as described on our Pricing page or in Customer’s signed order form, whichever applies. Fees are non-refundable except as expressly stated in Customer’s order form or required by law. Fees are exclusive of taxes; Customer is responsible for all applicable sales, use, or similar taxes, other than taxes based on Prokurit’s net income. Past-due amounts may accrue interest at 1.5% per month, or the highest rate permitted by law if lower. Subscriptions renew automatically for an additional term equal to the expiring term unless either party gives written notice of non-renewal at least 30 days before the renewal date.
As between the parties, Customer owns all data, content, and records it or its authorized users submit into the Service (“Customer Data”). Customer grants Prokurit a license to host, process, and display Customer Data solely to provide, secure, and support the Service, as further described in our Data Processing Agreement.
Customer is responsible for the accuracy, quality, and legality of Customer Data and for having the rights necessary to submit it to the Service.
Use of the Site and the Service is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference.
Prokurit and its licensors retain all right, title, and interest in and to the Service, the Site, and Prokurit’s underlying software, and any suggestions or feedback Customer provides about the Service, excluding Customer Data.
Subject to these Terms, Prokurit grants Customer a non-exclusive, non-transferable right to access and use the Service during the subscription term for Customer’s internal business purposes.
Each party will protect the other’s non-public business, technical, and financial information disclosed in connection with the Service using at least the same degree of care it uses for its own confidential information of similar importance, and will use it only to perform its obligations or exercise its rights under these Terms.
The Service may allow Customer to connect third-party applications (see Integrations). Prokurit is not responsible for third-party services, and Customer’s use of them is governed by the applicable third party’s own terms.
These Terms remain in effect for as long as Customer maintains an active subscription or otherwise accesses the Service. Either party may terminate for the other’s material breach if that breach remains uncured 30 days after written notice describing it. On termination, Customer’s access ends and Customer Data is handled as described in our Data Processing Agreement.
Except as expressly stated in these Terms or a signed order form, the Service is provided “as is” without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Prokurit does not warrant that the Service will be uninterrupted or error-free.
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue, arising out of or related to these Terms or the Service. Each party’s total liability arising out of or related to these Terms will not exceed the fees paid or payable by Customer to Prokurit in the 12 months preceding the event giving rise to the claim. These limitations do not apply to a party’s indemnification obligations under these Terms, a breach of Confidentiality, or a party’s gross negligence or willful misconduct.
Customer will defend and indemnify Prokurit against third-party claims arising from Customer Data or Customer’s breach of these Terms.
Prokurit will defend and indemnify Customer against a third-party claim that the Service, as provided by Prokurit and used in accordance with these Terms, infringes that party’s intellectual property rights. If such a claim arises, Prokurit may, at its option, procure the right for Customer to continue using the Service, modify or replace the affected component with a non-infringing equivalent, or, if neither is commercially reasonable, terminate the affected subscription and refund any prepaid, unused fees.
These Terms are governed by the laws of the State of New Mexico, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Bernalillo County, New Mexico for any dispute arising out of or related to these Terms.
These Terms, together with any signed order form and our Data Processing Agreement, are the entire agreement between the parties regarding the Service and supersede prior proposals or agreements on that subject. Neither party may assign these Terms without the other’s consent, except in connection with a merger, acquisition, or sale of substantially all assets. If any provision is found unenforceable, the remaining provisions continue in effect. Neither party is liable for delays caused by events beyond its reasonable control.
Questions about these Terms can be directed to [email protected] or Prokurit, Inc., 1209 Mountain Road Pl Ne, Albuquerque, NM 87110.