Terms of Service

1. Acceptance of Terms

Welcome to ProcureOps. These Terms of Service ("Terms") constitute a legally binding agreement between you (either as an individual or on behalf of an organization) and ProcureOps ("Company," "we," "us," or "our") governing your access to and use of the ProcureOps quality management platform, website (www.procureops.io), mobile applications, and related services (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not access or use our Services.

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and your acceptance constitutes the organization's acceptance of these Terms.

2. Service Description

ProcureOps is a digital-first quality management platform designed for global supply chains. Our Services include:

• Quality inspection management and coordination
• Supplier relationship management
• Factory audit scheduling and reporting
• Corrective and Preventive Action (CAPA) tracking
• Quality analytics and reporting dashboards
• Inspector assignment and qualification management
• Document storage and collaboration tools
• API access for third-party integrations
• Mobile applications for field inspectors

The Services are provided on a subscription basis with different pricing tiers (Starter, Professional, Business, Enterprise). Specific features and capabilities vary by subscription tier.

3. Account Registration and Responsibilities

3.1 Account Creation

To use the Services, you must create an account by providing:

• Valid email address
• Full name and company information
• Secure password meeting our security requirements
• Acceptance of these Terms and our Privacy Policy

You must provide accurate, current, and complete information during registration and keep your account information updated. Providing false or misleading information may result in account termination.

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Ensuring your password meets industry-standard security requirements
• Logging out of your account at the end of each session when using shared devices

We recommend enabling multi-factor authentication (MFA) for enhanced account security.

3.3 Account Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use our Services. By creating an account, you represent and warrant that you meet these eligibility requirements.

3.4 Organization Accounts

For organization accounts, the account administrator is responsible for managing user access, roles, and permissions. Administrators must ensure all users comply with these Terms. Organizations are liable for all activities performed by their users.

4. Acceptable Use Policy

You agree not to use the Services for any unlawful, harmful, or abusive purposes. You must not:

4.1 Prohibited Activities

• Violate any applicable laws, regulations, or third-party rights
• Infringe intellectual property rights of ProcureOps or others
• Upload viruses, malware, or other malicious code
• Attempt to gain unauthorized access to systems, accounts, or networks (hacking, password mining, etc.)
• Interfere with or disrupt the Services or servers (denial of service attacks, etc.)
• Use automated systems (bots, scrapers, crawlers) without written permission from ProcureOps
• Reverse engineer, decompile, or attempt to extract source code from the Services
• Remove, alter, or obscure any proprietary notices (copyright, trademark, etc.)
• Resell, sublicense, or redistribute the Services without authorization
• Use the Services to send spam, phishing emails, or unsolicited communications
• Impersonate another person or entity or falsely claim affiliation with any person or organization
• Harass, threaten, defame, or otherwise harm other users or third parties
• Upload content that is illegal, offensive, obscene, or violates privacy rights

4.2 Inspection Integrity

For inspection-related activities, you must not:

• Submit false, fraudulent, or manipulated inspection reports
• Tamper with inspection data, photos, or evidence
• Collude with manufacturers to falsify inspection results
• Accept bribes or engage in corrupt practices
• Disclose confidential inspection details to unauthorized third parties

4.3 Enforcement

We reserve the right to investigate and take appropriate legal action against anyone who violates this Acceptable Use Policy, including removing content, suspending or terminating accounts, and reporting to law enforcement authorities.

5. Intellectual Property Rights

5.1 ProcureOps Ownership

The Services and all materials therein, including but not limited to software, code, designs, graphics, logos, text, documentation, and trademarks, are owned by ProcureOps or our licensors and are protected by intellectual property laws, including copyright, trademark, and trade secret laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes. This license does not include any right to:

• Modify, copy, distribute, or create derivative works of the Services
• Reverse engineer or attempt to extract source code
• Use the Services for competitive analysis or benchmarking
• License, sell, rent, lease, or otherwise transfer rights to the Services

5.2 Trademarks

"ProcureOps," the ProcureOps logo, and other brand names, logos, and service marks are trademarks of ProcureOps. You may not use these trademarks without our prior written permission. All other trademarks referenced in the Services are the property of their respective owners.

5.3 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Services, you grant us a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such feedback into our Services without any obligation to you.

6. User Content and Data Ownership

6.1 Your Content Ownership

You retain all ownership rights to the content and data you upload, submit, or create using the Services ("User Content"), including:

• Inspection reports and quality data
• Supplier information and documentation
• Photos, files, and documents uploaded to the platform
• Custom templates, checklists, and configurations
• Comments, notes, and communications within the platform

6.2 License to ProcureOps

By uploading User Content to the Services, you grant ProcureOps a worldwide, non-exclusive, royalty-free license to use, store, process, display, and transmit your User Content solely for the purpose of:

• Providing and operating the Services
• Backing up and securing your data
• Sharing your data with authorized users within your organization and designated third parties (e.g., inspectors, manufacturers)
• Creating aggregated, anonymized analytics and insights (that do not identify you or your organization)
• Complying with legal obligations and enforcing these Terms

This license terminates when you delete your User Content or close your account, except for content that has been shared with others or where retention is required by law.

6.3 Content Responsibilities

You are solely responsible for:

• The accuracy, quality, and legality of your User Content
• Ensuring you have all necessary rights and permissions to upload User Content
• Complying with applicable laws regarding data privacy and protection
• Not uploading content that infringes third-party rights
• Maintaining backups of critical User Content

6.4 Data Portability and Export

You may export your User Content at any time using our data export tools. Upon account termination, you have 30 days to export your data before it is permanently deleted (except where retention is required by law or contract).

7. Payment Terms

7.1 Subscription Fees

Access to the Services requires payment of subscription fees based on your selected pricing tier (Starter, Professional, Business, or Enterprise). Fees are billed:

• Monthly or annually, as selected during subscription setup
• In advance at the beginning of each billing cycle
• In U.S. dollars (USD) unless otherwise specified

7.2 Usage-Based Fees

Certain services incur additional usage-based fees:

• Inspection Fees: Charged per inspection conducted ($150-$500 per inspection depending on complexity)
• API Usage: Charged per API call above included limits (Enterprise tier only)
• Storage Overages: Charged for storage exceeding plan limits ($0.10 per GB per month)

Usage-based fees are calculated monthly and billed in arrears (at the end of each month).

7.3 Payment Methods

We accept payment via:

• Credit card (Visa, Mastercard, American Express)
• ACH bank transfer (Enterprise customers only)
• Wire transfer (annual contracts only, by arrangement)

You authorize us (or our payment processor) to charge your designated payment method for all fees owed. You must keep your payment information current.

7.4 Price Changes

We may change subscription prices with 30 days' advance notice. Price changes will take effect at the start of your next billing cycle after the notice period. If you do not agree with a price change, you may cancel your subscription before the new price takes effect.

7.5 Taxes and Fees

All fees are exclusive of taxes. You are responsible for paying all applicable taxes, duties, and government charges (including sales tax, VAT, GST) associated with your use of the Services. We will invoice you for such taxes if we are legally required to collect them.

7.6 Late Payments and Suspension

If payment is not received by the due date:

• We may suspend your access to the Services after 7 days' notice of non-payment
• Late fees of 1.5% per month (or maximum allowed by law) may apply
• We may terminate your account after 30 days of non-payment

You remain responsible for all fees accrued during the suspension period.

8. Subscription and Cancellation

8.1 Subscription Renewal

Subscriptions automatically renew at the end of each billing cycle (monthly or annual) unless you cancel before the renewal date. You will be charged the then-current rate for your subscription tier.

8.2 Cancellation by You

You may cancel your subscription at any time through your account settings or by contacting support@procureops.io. Upon cancellation:

• Your subscription will remain active until the end of the current billing cycle
• No refunds will be issued for partial months or unused time
• You will retain access to your data for 30 days after cancellation
• After 30 days, your account and data will be permanently deleted (unless retention is required by law)

8.3 Refund Policy

We offer refunds in the following circumstances:

• 14-Day Money-Back Guarantee: New customers may request a full refund within 14 days of first payment
• Service Downtime: Refunds or credits may be issued for significant service disruptions (>24 hours) not caused by force majeure
• Billing Errors: Refunds for duplicate charges or billing errors will be processed promptly

Annual subscriptions are non-refundable after the 14-day guarantee period. Usage-based fees (inspections, API calls, storage overages) are non-refundable.

To request a refund, contact support@procureops.io with your account details and reason for the request. Refunds are processed within 10 business days.

9. Service Availability and Modifications

9.1 Uptime and Availability

We strive to maintain 99.9% uptime for the Services, excluding scheduled maintenance. However, the Services are provided "as available" and we do not guarantee uninterrupted or error-free operation.

Service availability may be affected by:

• Scheduled maintenance (announced at least 24 hours in advance)
• Emergency maintenance (as needed for security or critical issues)
• Third-party service disruptions (cloud infrastructure, internet connectivity, etc.)
• Force majeure events (natural disasters, pandemics, war, etc.)

9.2 Service Modifications

We reserve the right to:

• Modify, update, or discontinue features of the Services at any time
• Add new features (which may be subject to additional fees)
• Change technical requirements or specifications
• Discontinue support for outdated software versions, browsers, or operating systems

We will provide reasonable notice for material changes that negatively impact your use of the Services.

10. Disclaimers and Limitation of Liability

10.1 Disclaimers

The Services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that:

• The Services will meet your specific requirements or business needs
• The Services will be uninterrupted, timely, secure, or error-free
• The results obtained from using the Services will be accurate or reliable
• The quality of any products, services, information, or materials obtained through the Services will meet your expectations
• Any errors in the Services will be corrected

Inspection Disclaimer: ProcureOps provides a platform for coordinating and managing quality inspections but does not conduct inspections directly. We do not guarantee the accuracy, completeness, or quality of inspections performed by independent inspectors. You are responsible for evaluating and relying on inspection reports at your own risk.

10.2 Limitation of Liability

To the maximum extent permitted by applicable law, ProcureOps, its affiliates, officers, directors, employees, agents, and licensors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Your access to or use of (or inability to access or use) the Services
• Any conduct or content of third parties on the Services, including inspectors, manufacturers, or other users
• Any content obtained from the Services, including inspection reports and quality data
• Unauthorized access, use, or alteration of your transmissions or content

In no event shall ProcureOps's total liability to you for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) exceed the amount you have paid to ProcureOps in the 12 months preceding the claim, or $1,000 USD, whichever is greater.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, the above limitations may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless ProcureOps, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Services
• Your violation of these Terms or any applicable law or regulation
• Your violation of any third-party rights, including intellectual property rights
• Your User Content or any content you submit, post, or transmit through the Services
• Any disputes or issues between you and other users (inspectors, manufacturers, etc.)
• Your negligence or willful misconduct

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses.

12. Dispute Resolution and Arbitration

12.1 Informal Resolution

Before filing a claim, you agree to contact us at support@procureops.io to attempt to resolve the dispute informally. We will attempt to resolve the dispute through good faith negotiations for at least 30 days.

12.2 Binding Arbitration

If we cannot resolve the dispute informally, you and ProcureOps agree that any dispute arising out of or relating to these Terms or the Services will be resolved through binding arbitration, rather than in court, except that:

• Either party may seek injunctive or other equitable relief in court to protect intellectual property rights
• Either party may bring claims in small claims court (if eligible)

Arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will take place in California, USA, or another mutually agreed location. The arbitrator's decision will be final and binding.

12.3 Class Action Waiver

You and ProcureOps agree that any proceedings to resolve disputes will be conducted only on an individual basis and not in a class, consolidated, or representative action. You and ProcureOps expressly waive any right to participate in a class action lawsuit or class-wide arbitration.

13. Governing Law

These Terms and any disputes arising out of or relating to the Services shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles.

To the extent that arbitration does not apply, you and ProcureOps agree to submit to the exclusive jurisdiction of the state and federal courts located in California for resolution of any disputes.

14. Termination

14.1 Termination by You

You may terminate your account at any time by contacting support@procureops.io or using the account settings. Upon termination, your subscription will remain active until the end of the current billing cycle (no refunds for partial periods).

14.2 Termination by ProcureOps

We may suspend or terminate your account immediately, without notice, if:

• You violate these Terms or our Acceptable Use Policy
• You fail to pay fees when due (after 30 days)
• You engage in fraudulent, abusive, or illegal activities
• Your use of the Services poses a security risk or threatens the integrity of the platform
• We are required to do so by law or court order

We may also terminate or discontinue the Services entirely with 90 days' notice.

14.3 Effect of Termination

Upon termination of your account:

• Your access to the Services will be immediately revoked
• You will have 30 days to export your User Content
• After 30 days, all User Content will be permanently deleted (except where required by law)
• You remain responsible for all fees incurred prior to termination, including usage-based fees
• Sections of these Terms that by their nature should survive termination will survive, including Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, and Governing Law

15. Changes to Terms

We may update these Terms from time to time to reflect changes in our practices, legal requirements, or new features. When we make material changes, we will:

• Update the "Last Updated" date at the top of these Terms
• Notify you via email (to the email address associated with your account) at least 30 days before the changes take effect
• Display a prominent notice within the Services

Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree with the updated Terms, you must stop using the Services and may cancel your subscription.

For significant changes that materially affect your rights, we may require you to explicitly accept the new Terms before continuing to use the Services.

16. Miscellaneous

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and ProcureOps regarding the Services and supersede all prior agreements and understandings.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent possible, and the remaining provisions will remain in full force and effect.

16.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

16.5 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights, except as expressly stated herein.

16.6 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, labor disputes, or internet service provider failures.

16.7 Export Control

The Services may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and import laws and regulations in your use of the Services. You represent that you are not located in a country subject to U.S. government embargo or designated as a "terrorist supporting" country, and that you are not on any U.S. government list of prohibited or restricted parties.

17. Contact Information

If you have any questions, concerns, or feedback regarding these Terms of Service, please contact us:

For legal inquiries or notices, please use the subject line "Legal - Terms of Service."

We will respond to all legitimate inquiries within 5 business days.