1. Definitions and Scope
"Procright" refers to Procright, the operator of the Procright platform. "Service" means the entire platform, including AI features, documentation, and related tools. "Customer" means the enterprise entity entering into an Order Form with Procright. "Authorized User" means an individual using the Service on behalf of the Customer. "Customer Content" means data, documents, and content uploaded or generated by the Customer. By accessing the Service, you confirm that you have read, understood, and agree to these Terms.
2. Accounts, Workspaces, and Authorized Users
The Service is available only to Authorized Users who are at least 18 years old and have authority to act on behalf of the Customer. Workspace administration is the responsibility of administrators appointed by the Customer. The Customer is responsible for keeping account credentials confidential and for all activity under its workspace. The Customer must maintain an accurate list of Authorized Users and promptly remove access when an individual is no longer authorized.
3. Customer Responsibilities and Acceptable Use
The Customer is solely responsible for: (a) ensuring that uploaded content is lawful and that the Customer has all necessary rights, permissions, and licenses; (b) reviewing and validating every output generated by the Service; (c) making final procurement decisions; (d) complying with applicable laws, including data protection, competition, and procurement regulations; (e) verifying AI-generated outputs through qualified internal or external experts before acting on them; and (f) ensuring that all Authorized Users follow this section and the rest of these Terms.
Prohibited uses. The Customer and its Authorized Users must not: (i) use the Service to violate any law or third-party rights; (ii) upload special categories of personal data (such as health, biometric, religious, or sexual data) unless the Order Form explicitly permits it; (iii) upload malware, viruses, or any harmful code; (iv) reverse engineer, scrape, or bypass API rate limits; (v) circumvent security mechanisms or attempt unauthorized access; (vi) disrupt service availability (DDoS, overload, spam); (vii) use AI features to produce misleading, discriminatory, fraudulent, or unlawful procurement content; (viii) use the Service for bribery, collusion, favoritism, or any other unlawful procurement practice.
Violations may result in content removal, suspension, termination of the Agreement, and legal action.
4. AI-Assisted Features and Outputs
Procright uses artificial intelligence to generate specifications, discover products, compare vendors, score compliance, and produce recommendations. AI outputs may be incomplete, inaccurate, outdated, or out of context. They are decision-support signals, not final decisions. The Customer must independently verify all AI outputs and confirm accuracy before relying on them.
5. Uploaded Content and Intellectual Property
The Customer retains ownership of all Customer Content. By using the Service, the Customer grants Procright a limited license to process, store, and display Customer Content solely to provide the Service. The platform, software, AI models, brand, and derivative materials remain the exclusive property of Procright. Customer Content is not used to train general AI models without the Customer's explicit written consent.
6. Product Comparisons, Scores, and Recommendations
The Service produces product scores, rankings, compliance labels (such as "Yes / No / Partial"), and recommendations. These outputs are decision-support signals based on available data. They do not constitute a guarantee of product quality, performance, security, or fitness for purpose; an endorsement of any vendor; or a substitute for technical, legal, financial, or procurement due diligence. The Customer is solely responsible for the final selection of any product or vendor.
7. Scope of Service (No Professional Advice)
Procright does not provide legal, financial, tax, technical, security, or procurement advice. The Service is a tool intended to support, not replace, the judgment of qualified professionals. Critical decisions and specialized assessments must be made or confirmed by authorized experts. Procright is not liable for consequences arising from decisions made solely on the basis of Service outputs.
8. Third-Party Data and Integrations
The Service may incorporate vendor information, publicly available data, reviews, and data from third-party integrations. Procright does not guarantee the accuracy, completeness, currency, or availability of such third-party data. Third-party services are governed by their own terms; their failure or modification is outside Procright's control and may affect Service functionality.
9. Fees, Billing, Suspension, and Termination
Fees are defined in the applicable Order Form. Invoices are issued according to the [Billing cycle] and are exclusive of taxes. Unless otherwise agreed, subscriptions automatically renew for the same term. Procright may suspend or terminate access in cases of security risk, legal requirement, non-payment, or material breach. Either party may terminate by giving [Termination notice period] written notice. On termination, the Customer may request the return or deletion of Customer Content as set out in the DPA.
10. Disclaimers, Liability, Governing Law, and Document Hierarchy
Disclaimer: The Service is provided "as is" and "as available". Procright disclaims all implied warranties to the maximum extent permitted by law.
Limitation of Liability: To the maximum extent permitted by law, Procright's total liability is limited to the fees paid by the Customer in the preceding 12 months. Procright is not liable for indirect, incidental, special, punitive, or consequential damages.
Indemnity: The Customer agrees to indemnify Procright against claims arising from Customer Content, misuse of the Service, or violations of these Terms.
Governing Law: These Terms are governed by [Governing law]. Disputes are subject to the jurisdiction of [Competent courts].
Document Hierarchy: In case of conflict, the order of precedence is: (1) Order Form, (2) Data Processing Addendum (if executed), (3) Service Level Agreement (if executed), (4) these Terms of Service, (5) Privacy Policy.
Last updated: [Effective date]