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IMPORTANT — PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE PLATFORM. These Terms and Conditions ("Terms") constitute a legally binding agreement between you and Procurement VMS, Inc. ("Company," "we," "us," or "our") governing your access to and use of the Procurement VMS platform, website at procurementvms.com, APIs, and related services (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy.
These Terms form a binding contract between you and Procurement VMS, Inc. upon your account creation, platform access, or execution of an Order Form. If you are accepting on behalf of a business entity, you represent that you are authorized to bind that entity.
We may update these Terms with notice provided via email or platform notification. Material changes require thirty (30) days' advance notice. Continued use after the effective date of any update constitutes acceptance. If you do not agree to these Terms, you must not access or use the Services.
Procurement VMS provides a cloud-based vendor management system and procurement automation platform ("Platform") accessible via web browser and API. Core capabilities include vendor onboarding and lifecycle management, strategic sourcing automation, contract lifecycle management, spend analytics, and vendor risk management.
We reserve the right to modify, enhance, or discontinue features with reasonable advance notice. We will not materially reduce the core functionality of a paid subscription during an active subscription term without providing an appropriate remedy.
You must register for an account using accurate, current, and complete information. You are responsible for maintaining account information accuracy and for all activities under your account. You must maintain the confidentiality of your credentials and notify us immediately at security@procurementvms.com upon discovering any unauthorized access.
Each subscription license is for the number of named users specified in your Order Form. Credential sharing across multiple individuals beyond licensed seats is prohibited.
Access to the Platform requires a paid subscription. All pricing, subscription tiers, and included features are set forth in your Order Form or subscription agreement. All fees are denominated in US Dollars.
Subscriptions renew automatically on the anniversary of the subscription start date unless either party provides written notice of non-renewal at least thirty (30) days in advance. Annual subscriptions paid upfront are non-refundable except as expressly provided herein. Monthly subscriptions may be cancelled at the end of the then-current billing period.
Failure to pay subscription fees within fifteen (15) days of the due date may result in service suspension. We will provide ten (10) days' written notice before suspending access for non-payment. We reserve the right to adjust subscription pricing with ninety (90) days' written notice. Price adjustments take effect at the next renewal date.
You agree to use the Services solely for lawful business purposes and in compliance with all applicable US federal, state, and local laws. Prohibited activities include:
We may investigate potential violations and suspend or terminate access for confirmed violations without liability.
The Procurement VMS Platform — including all software, algorithms, product design, user interface elements, documentation, and underlying technology — is owned exclusively by Procurement VMS, Inc. and protected under US and international intellectual property laws.
We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business operations during your active subscription term. You retain all rights to Customer Data. You grant Procurement VMS a limited license to process your Customer Data solely to provide and improve the Services. You may not use our trademarks, logos, or brand assets without prior written consent.
"Customer Data" means all data you input into or generate within the Platform in the course of using the Services. Customer Data belongs to you. Both parties agree to maintain the confidentiality of the other's non-public business information ("Confidential Information") disclosed in connection with the Services. This obligation survives termination for three (3) years.
Confidential Information excludes information that: (a) is publicly available through no fault of the receiving party; (b) was independently developed without use of Confidential Information; (c) is required to be disclosed by law, with prompt prior notice where legally permitted.
We maintain a comprehensive information security program designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction. Our security practices include end-to-end encryption, role-based access controls, regular third-party security assessments, and SOC 2 Type II aligned controls.
In the event of a security incident materially affecting Customer Data, we will notify you without undue delay and in compliance with applicable US state data breach notification laws.
We target 99.5% platform availability, excluding scheduled maintenance communicated with at least 48 hours' advance notice. Enterprise customers' specific availability commitments are set forth in applicable Service Level Agreements. Standard support is provided via email and Help Center during US business hours. Enterprise SLA customers receive extended support hours and dedicated customer success management.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROCUREMENT VMS, INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
You agree to indemnify and hold harmless Procurement VMS, Inc. and its officers, directors, employees, and agents from any claims, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services in violation of these Terms; (b) your violation of applicable law; (c) your infringement of any third-party intellectual property or privacy rights.
These Terms remain in effect for the duration of your subscription. Either party may terminate by providing written notice of non-renewal at least thirty (30) days before the renewal date. We may suspend or terminate access immediately upon material breach that remains uncured fifteen (15) days after written notice.
Upon termination, you may export Customer Data within thirty (30) days. Thereafter, we may delete Customer Data per our retention policy. Provisions that by nature survive termination — including IP, confidentiality, indemnification, and limitation of liability — remain in effect.
These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. Disputes that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in English in the United States.
Either party may seek emergency injunctive relief from a court of competent jurisdiction to protect intellectual property or Confidential Information. All claims must be brought in your individual capacity. Class action and representative proceedings are waived.
Entire Agreement: These Terms, together with the Order Form andPrivacy Policy, constitute the entire agreement between the parties with respect to the Services.
Severability: If any provision is found invalid or unenforceable, the remaining provisions remain in full effect.
Waiver: Failure to enforce any provision does not constitute a waiver of the right to enforce it in the future.
Assignment: You may not assign rights or obligations under these Terms without prior written consent. We may assign in connection with a merger, acquisition, or asset sale.
Notices: Legal notices must be sent to legal@procurementvms.com. Questions about these Terms? Contact: legal@procurementvms.com