Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Procub ("Company," "we," "us," or "our") governing your access to and use of the Procub enterprise procurement platform, website, and all related services (collectively, "Services").

By accessing or using our Services, executing a subscription agreement, or clicking "Accept" on any electronic agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into this agreement on behalf of a legal entity, you represent that you have authority to bind that entity.

2. Services Description

Procub provides an enterprise procurement intelligence platform including vendor management, procurement workflow automation, supplier intelligence, spend visibility analytics, and related professional services. Specific features and capabilities available to you depend on the subscription tier selected.

3. Subscription and Payment Terms

3.1 Subscription Fees

Subscription fees are charged in advance on a monthly or annual basis as specified in your subscription agreement. All fees are non-refundable except as expressly provided in our Refund Policy.

3.2 Payment

You authorize us to charge your designated payment method for all applicable fees. If payment fails, we reserve the right to suspend your access to the Services until payment is received.

3.3 Price Changes

We reserve the right to change subscription fees upon 60 days' written notice. Continued use of Services after the effective date constitutes acceptance of new pricing.

4. Acceptable Use

You agree to use the Services only for lawful business purposes and in accordance with these Terms. You shall not:

• Use the Services in any way that violates applicable laws or regulations
• Attempt to gain unauthorized access to any systems or networks
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or attempt to extract source code
• Use the Services to store or transmit malicious code or harmful content
• Resell, sublicense, or transfer access to the Services without prior written consent
• Use the Services to compete with Procub or develop a competing product

5. Intellectual Property

The Procub platform, including all software, algorithms, interfaces, documentation, and branding, is the exclusive intellectual property of Procub and is protected by applicable intellectual property laws. Your subscription grants you a limited, non-exclusive, non-transferable license to access and use the Services for your internal business purposes.

You retain ownership of all data you upload to the platform ("Client Data"). You grant Procub a limited license to process Client Data solely to provide the Services.

6. Confidentiality

Each party agrees to maintain the confidentiality of the other party's non-public information and to use such information only for purposes of fulfilling obligations under these Terms. This obligation survives termination of the agreement for a period of 5 years.

7. Data Processing

To the extent we process personal data on your behalf, we act as a data processor and you act as the data controller. We will process personal data in accordance with your instructions and applicable data protection laws. Our Data Processing Agreement is available upon request.

8. Service Level Agreement

Procub targets 99.9% platform uptime, excluding scheduled maintenance windows and events beyond our reasonable control. Specific SLA commitments are detailed in your subscription agreement. Credit for SLA failures is your sole and exclusive remedy for downtime.

9. Warranties and Disclaimers

PROCUB PROVIDES THE SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

IN NO EVENT SHALL PROCUB BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF CAUSE. PROCUB'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE MONTHS PRECEDING THE CLAIM.

11. Termination

Either party may terminate this agreement upon written notice if the other party materially breaches these Terms and fails to cure within 30 days of notice. Upon termination, your access to the Services will cease and you will have 30 days to export your Client Data.

12. Governing Law and Dispute Resolution

These Terms are governed by applicable commercial law. Any disputes shall be resolved through binding arbitration before a mutually agreed arbitrator, conducted in English. The arbitrator's decision shall be final and binding on both parties.

13. Contact