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Terms of Service

Effective Date: 2025/11/07

These Terms of Service (“Terms”) describe the terms under which ProcureDNA, Inc. (“ProcureDNA”, “We”, “Our”) provides access to the Service(s) to users who subscribe to and use our services (“You”, “Your”). By using our Service(s), you agree to be bound by these Terms. If you do not agree to these Terms, cease using our Service(s).

The Service(s) are intended for internal business purposes only and may not be accessed for monitoring, benchmarking, or competitive analysis unless expressly permitted by ProcureDNA.

1. SERVICE(S)

  • Your Rights: You are granted a limited, non-exclusive, revocable right to use the Service(s) for internal business purposes, as per the subscription plan specified in your Order Form.
  • ProcureDNA’s Responsibilities: We will provide the Service(s) in accordance with these Terms and the Order Form, and offer standard support.
  • Updates and Downtime: Updates and enhancements may be deployed at any time. Scheduled downtimes for maintenance will be communicated in advance where possible.
  • Implementation Services: Any implementation services will be outlined in the Order Form, including fees and schedules.
  • Audit Services: ProcureDNA only facilitates automated audits. Auditors are independent, and ProcureDNA has no control over their actions.

2. YOUR RESPONSIBILITIES

  • Your Account: Access is limited to the number of users specified in the Order Form, and each user must have unique login information.
  • Acceptable Use: You agree not to misuse the Service(s), including reverse-engineering, sharing logins, storing sensitive information, or using the Service(s) for competitive purposes.
  • Prohibited Activities: If you are notified of prohibited activity, you agree to cease use immediately.

3. INTELLECTUAL PROPERTY RIGHTS

  • Service(s): All rights, including intellectual property rights, remain with ProcureDNA unless explicitly granted to you.
  • Service Data: You retain ownership of Service Data you provide, but grant ProcureDNA a license to use it to provide and maintain the Service(s).
  • Feedback: We have the right to use feedback provided by you to improve the Service(s), without referencing you.
  • Aggregated Information: We may aggregate and analyze data to improve the Service(s), which may be shared in anonymized form.

4. THIRD PARTY SERVICES

  • Use of third-party services integrated with the Service(s) is subject to their terms and privacy policies. ProcureDNA is not responsible for data processed by third parties.
  • You authorize ProcureDNA to share Service Data with third-party service providers for integration purposes.

5. CHARGES AND PAYMENT

  • Subscription Charges: All charges are specified in the Order Form. Unless otherwise stated, charges are non-refundable.
  • Payment: Payments are due within 30 days of receiving an invoice. Failure to pay may result in suspension or termination of the Service(s).
  • Late Payments: We reserve the right to suspend or terminate access if payment is overdue.
  • Taxes: Subscription charges do not include taxes. You are responsible for applicable taxes.

6. TERM, TERMINATION AND SUSPENSION

  • Term and Renewal: The subscription term will renew automatically unless terminated by either party.
  • Termination for Breach: Either party can terminate the agreement if the other party breaches the Terms and fails to remedy the breach within 30 days.
  • Effect of Termination: After termination, you will lose access to the Service(s), but will remain liable for outstanding charges.

7. CONFIDENTIALITY, DATA PRIVACY AND SECURITY

  • Confidentiality: You must keep your login credentials confidential. ProcureDNA is not responsible for unauthorized access due to your failure to do so.
  • Data Privacy: We implement appropriate security measures to protect your data. Personal data is processed according to these Terms and the Data Processing Addendum.
  • Security: We maintain security measures to protect your data and can provide a copy of our security policy upon request.

8. WARRANTIES AND DISCLAIMERS

  • ProcureDNA Warranties: We warrant that the Service(s) will not materially decrease in functionality during your subscription term.
  • Disclaimers: The Service(s) are provided “as is.” We do not guarantee error-free operation and disclaim all implied warranties.

9. LIMITATION OF LIABILITY

  • Exclusion of Damages: We are not liable for any indirect, incidental, or consequential damages.
  • Liability Cap: Our total liability is capped at the amount you paid for the Service(s) in the 12 months prior to the incident.

10. GOVERNING LAW AND JURISDICTION

  • These Terms are governed by the laws of California, USA, unless otherwise specified for other jurisdictions.

11. MISCELLANEOUS

  • Entire Agreement: These Terms constitute the entire agreement between the parties.
  • Force Majeure: Delays caused by circumstances beyond control will not be considered a breach of these Terms.
  • Notices: Notices will be sent by email to support@procuredna.com.

12. CONTACT

For questions regarding these Terms, please contact us at: support@procuredna.com.