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700 W. Hillsboro Blvd. Suite 4-100 Deerfield Beach, FL 33441

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Terms of Service.

Welcome to SmartProcure!

Thanks for using our services (“Services”). The Services are provided by SmartProcure Inc. (“SmartProcure”), located at 700 West Hillsboro Blvd, Suite 4-100, Deerfield Beach, FL 33441, United States.By using our Services, you are agreeing to these terms. Please read them carefully.

THE LAST SECTION CONTAINS A CLASS ACTION WAIVER. IT AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH SMARTPROCURE. PLEASE READ IT.

Using our Services

You must follow any policies made available to you regarding using the Services, including content provided by the Services.

Don’t misuse our Services. For example, don’t interfere with our Services, try to access them with any automated processes, or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. You must comply with all federal, state and local laws, rules and regulations with respect to your use of the records and other information we provide to you. Using our Services does not grant ownership of any intellectual property rights in our Services or the content you access. You may not use any content unless you obtain permission from its owner or such use does not violate any law (including any rule or regulation of any government agency or other procurement content provider to us). These terms do not grant you the right to use any of our or our affiliates’ trade names, trademarks logos or other branding used with our Services. You may not remove, obscure, or alter any legal notices displayed in or along with our Services or its content.

Our Services display some content that is not SmartProcure’s. This content is the sole responsibility of the entity that makes it available. We may review content to determine whether it is incorrect, illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. But that does not necessarily mean that we review content, so please do not assume that we do. In connection with your use of the Services, we may send you service announcements, messages, and other information. You may opt out of some of those communications.

Your SmartProcure Account

You may need to establish a SmartProcure Account in order to use some of our Services. If you do we will provide directions to help you establish such account.

The Services, including its content, are intended exclusively for your own account and use. Except as we expressly permit in writing, you are not allowed to share with any third party the Services or any of its content, including by sharing your account password. You assume all responsibility for any claim, demand or damage resulting from another party obtaining your password. We may provide you the right to share content from us with another party, through any sharing function we may provide in the Services. If we provide such feature you must use it pursuant to any directions we provide. In no event may you use third party functions to share our Services including any content from the Services.

If you learn of any unauthorized use of your password, account or content you obtained, notify us immediately at security@smartprocure.us.

Privacy and Copyright Protection

SmartProcure’s privacy policies explain how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that SmartProcure can use such data in accordance with our privacy policies.

Your Content in our Services

Some of our Services allow you to submit content. You may retain ownership of any intellectual property rights, to the extent legally permitted, that you hold in that content. In short, what belongs to you stays yours, subject only to limited nonexclusive use rights we have.

When you upload or otherwise submit content using our Services, you give SmartProcure a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with our Services), share, communicate, publish publicly display and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones. This license is irrevocable and continues perpetually even if you stop using our Services or your contract for our services expires.

You can find more information about how SmartProcure uses and stores content in the privacy policy or additional terms for particular Services. If you submit feedback about our Services, we may use your feedback without obligation to you.

About Software in our Services

SmartProcure gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by SmartProcure as part of the Services. This license is for the sole purpose of enabling you to use the Services as provided by SmartProcure, during the term of the license we grant (limited to a maximum of 1 year from the grant date, renewable on an annual basis, unless we expressly provide otherwise) and in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software.

Modifying, Renewing and Terminating our Services

We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether. We may also add or create new limits to our Services at any time. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.

While you’ll remain liable for any payments left for the term and any renewal terms until termination occurs pursuant to our termination policies, you can stop using our Services at any time. We’ll be sorry to see you go.

Unless sooner terminated in accordance with our terms of service or any written agreement that you have with us, the term will continue to renew automatically for consecutive terms of the same length as the original term. We may charge any previously authorized credit card or other account only upon such renewal. However, no renewal will occur if you provide written notice to us at least 60 days before the effective date of renewal that you desire not to renew.

Our Warranties and Disclaimers

We provide our Services using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about our Services.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, OR IN ADDITIONAL TERMS WE PROVIDE IN A CONTRACT WITH YOU, NEITHER SMARTPROCURE NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES, REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICES. FOR EXAMPLE, OTHER THAN DESCRIBING IN GENERAL THAT WE OFFER PUBLICLY AVAILABLE PROCUREMENT INFORMATION FROM A VARIETY OF SOURCES, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENTWE PROVIDE. NOR DO WE MAKE ANY COMMITMENT ABOUT THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”. ADDITIONALLY, THE INFORMATION WE PROVIDE ON THIRD PARTY PURCHASES AND RELATED DATA IS GATHERED FROM THIRD PARTY SOURCES INCLUDING PUBLIC RECORDS. WE DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES.

Liability for our Services

TO THE EXTENT PERMITTED BY LAW, SMARTPROCURE AND ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF SMARTPROCURE AND ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES. WITHOUT LIMITING ANY OTHER LIMITS OR DISCLAIMERS, IN ALL CASES, SMARTPROCURE AND ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

Business uses of our Services

If you are using our Services on behalf of a business, that business accepts these terms. It will hold harmless and indemnify SmartProcure and its affiliates, and their respective owners, officers, directors, agents, contractors, employees and other representatives from any claim, suit or action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

About these Terms

We may modify these terms or any additional terms that apply to our Services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for Services or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for the Service, you should discontinue your use of that Service. If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict. These terms control the relationship between SmartProcure and you. They do not create any third party beneficiary rights. If you do not comply with these terms, and we do not take action right away, this does not mean that we are giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms.The internal laws of the State of Florida, in the U.S.A., excluding Florida’s conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Services. All claims arising out of or relating to these terms or the Services will be litigated exclusively in the federal or state courts of Broward County, Florida, USA, and you and SmartProcure consent to personal jurisdiction in those courts. For information about how to contact SmartProcure, please visit www.smartprocure.us.For information about how to contact SmartProcure, please visit us at www.smartprocure.us.

Class Action Waiver

Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. No party will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings.

Last modified date: July 1, 2016.