These Terms of Service (“Terms”) are a binding agreement between Daros Systems, Inc., a Delaware corporation (“Daros,” “we,” “us,” or “our”), and the individual or entity accepting these Terms (“Customer” or “you”). These Terms govern your access to and use of the Provendor procurement intelligence platform, the website provendor.io, and related applications, APIs, integrations, and services (collectively, the “Service”). By creating an account, clicking “I agree,” or using the Service, you accept these Terms. If you do not agree, do not use the Service.
Please read Section 15 (Dispute Resolution and Arbitration) carefully. It requires binding individual arbitration and waives your right to a jury trial and class actions, except where prohibited by law.
The Service is intended for business use only. You must be at least 18 years old and legally capable of entering into contracts. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity, and “you” refers to both you and that entity. You may not use the Service if applicable law prohibits you from doing so.
You must provide accurate, current, and complete registration information and keep it up to date. You are responsible for (a) safeguarding your credentials, (b) all activity under your account, and (c) the conduct of your authorized users. Notify us immediately at security@provendor.io of any unauthorized access. You must not share credentials, allow concurrent use of the same login by multiple individuals, or circumvent user-seat limits.
Plans and trials. Plan features, quotas, and fees are described on our Pricing page or in an applicable order form. Free plans and trials are offered at our discretion and may be subject to limits or time restrictions.
Fees and taxes. You will pay all fees specified at checkout or in your order form, plus applicable taxes, duties, and levies. Fees are exclusive of taxes unless otherwise stated. Stated pricing is in U.S. dollars unless the checkout flow indicates a different currency.
Auto-renewal. Subscription plans renew automatically for successive terms equal to the initial term unless cancelled before the end of the then-current term via account settings or written notice. You authorize us (and our payment processor) to charge your payment method for renewals.
Late payments. Overdue amounts accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.
Price changes.We may change prices effective at the start of the next renewal term with at least 30 days' notice.
Non-refundable. Except where required by law or stated in an order form, all fees are non-refundable.
“Customer Content” means data, files, documents, quotations, RFQ materials, vendor information, communications, and other content that you or your users upload to or generate within the Service. As between you and Daros, you own all rights, title, and interest in and to Customer Content. You grant Daros a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and modify Customer Content solely as necessary to provide, secure, and improve the Service for you.
You are responsible for the legality, accuracy, and appropriateness of Customer Content and for obtaining all necessary rights and consents (including consents from vendor representatives whose personal data you process in the Service).
Feedback. If you give us suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use and incorporate it without restriction.
Your use of the Service is subject to our Acceptable Use Policy. Prohibited activities include, without limitation: spamming vendors or sending communications unrelated to a bona fide procurement process; harassment; reverse engineering, scraping, or circumventing rate limits or security; using the Service to build a competing product; uploading malicious code or infringing content; abusing branded BCC or vendor-portal links; and interfering with other customers' use of the Service. We may investigate suspected violations and take enforcement actions described in Section 13.
The Service includes AI-assisted features that extract data from quotations, detect deviations, and generate comparison matrices (“AI Features”). AI Features are assistive: outputs may be incomplete, inaccurate, or reflect biases in the underlying data. You are solely responsible for reviewing AI outputs before acting on them and for the decisions you make based on them. Daros does not use Customer Content to train third-party foundation models. Daros may use aggregated or de-identified data to develop and improve the Service.
Certain features allow you to invite vendors, distribute RFQs, and BCC vendor correspondence to the Service under your own brand or domain. You represent that (a) you have a bona fide business relationship with each invited vendor or a legitimate procurement purpose, (b) you comply with applicable anti-spam and data protection laws (including CAN-SPAM, CASL, GDPR), and (c) you will not misrepresent Daros or Provendor in communications with vendors. Daros is not a party to the contracts you form with vendors.
The Service may integrate with, or allow you to integrate, third-party products and services (for example, cloud hosting, email delivery, AI inference, analytics, identity providers). Your use of third-party services is governed by the third party's terms. We are not responsible for third-party services and do not warrant their performance, security, or continued availability.
As between the parties, Daros and its licensors own all rights, title, and interest in and to the Service, including all software, documentation, user interfaces, databases, and underlying technology. Subject to these Terms and your payment of applicable fees, Daros grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Service for your internal business purposes. You may not: (a) resell, sublicense, or make the Service available to any third party; (b) copy, modify, or create derivative works; (c) reverse engineer or attempt to derive source code; (d) use the Service to benchmark or build a competing product; or (e) remove proprietary notices. “Provendor,” “Daros Systems,” and associated marks are trademarks of Daros Systems, Inc.
Each party (“Receiving Party”) will protect the non-public, proprietary information (“Confidential Information”) of the other party (“Disclosing Party”) with the same care it uses to protect its own, and not less than reasonable care. The Receiving Party will use Confidential Information only to perform under these Terms and will limit disclosure to personnel with a need to know who are bound by confidentiality obligations. Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was known prior to disclosure, is received from a third party without restriction, or is independently developed. The Receiving Party may disclose Confidential Information if legally compelled, provided it gives prompt notice where permitted.
Our collection and use of personal data is described in our Privacy Policy. Where Daros processes personal data on your behalf, the Data Processing Addendum applies and is incorporated into these Terms. Daros engages sub-processors to provide the Service.
Daros maintains administrative, technical, and physical safeguards designed to protect the Service and Customer Content, including encryption in transit and at rest, access controls, logging, and incident response. You are responsible for configuring your account securely, managing user access, protecting credentials, and complying with any additional requirements applicable to your industry.
These Terms begin when you first accept them and continue until terminated. Either party may terminate for convenience at the end of the then-current subscription term by providing notice before renewal. Either party may terminate for material breach if the other party fails to cure within 30 days of written notice. Non-payment is a material breach.
We may suspend your access with or without notice if we believe your use (a) violates these Terms or law, (b) creates a security risk or disruption, or (c) is subject to an overdue invoice. On termination, your right to access the Service ends. We will make Customer Content available for export for 30 days after termination, after which we may delete it in accordance with our retention practices. Sections intended to survive termination (including 4, 5, 9, 10, 14, 15, 16, and 18) will do so.
The Service is provided “as is” and “as available” without warranties of any kind. TO THE FULLEST EXTENT PERMITTED BY LAW, DAROS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. DAROS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUTPUTS FROM AI FEATURES WILL BE ACCURATE OR COMPLETE. Features labeled beta, preview, or experimental may change, be discontinued, or contain defects.
You will defend, indemnify, and hold harmless Daros, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your Customer Content, (b) your violation of these Terms or the AUP, (c) your violation of applicable law, or (d) your interactions with vendors or other third parties through the Service.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES YOU PAID TO DAROS FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
The limitations above do not apply to: (a) your payment obligations; (b) your indemnification obligations; (c) either party's liability for fraud, gross negligence, or willful misconduct; or (d) any liability that cannot be limited under applicable law.
Governing law. These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.
Informal resolution. Before filing a formal claim, the parties will first attempt to resolve any dispute informally by contacting legal@provendor.io. If the dispute is not resolved within 60 days, either party may pursue arbitration.
Binding arbitration.Any dispute arising out of or related to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will take place in Wilmington, Delaware (unless both parties agree otherwise), before a single arbitrator, and will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.
Class-action waiver. You and Daros each waive the right to bring or participate in any class, collective, or representative action. The arbitrator may not consolidate claims or preside over any class or representative proceeding.
Exceptions. Either party may (a) bring claims in small-claims court if eligible, or (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.
You represent that you are not on any U.S. government denied-parties or sanctioned-parties list, and you will not use the Service in any manner that would violate U.S. export controls or economic sanctions, including the Export Administration Regulations and OFAC-administered programs.
If you are a U.S. federal, state, or local government entity, any technical data or software provided under these Terms is “commercial computer software” or “commercial computer software documentation” as those terms are used in FAR 12.212 and DFARS 227.7202, licensed with only those rights provided herein.
We may update these Terms from time to time. Material changes will be communicated in the Service, by email to account owners, or by posting on our website at least 30 days before the effective date. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, stop using the Service before the effective date.
Entire agreement. These Terms, the Privacy Policy, the DPA, the AUP, and any order forms constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements on the subject matter.
Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
Severability. If any provision is held unenforceable, the remaining provisions will remain in effect.
No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control (including acts of God, war, terrorism, pandemics, labor actions, internet outages, or government action).
Notices. Legal notices must be sent to legal@provendor.io. We may provide notices to you via email to your account address or in-product notifications.
Independent contractors. The parties are independent contractors; these Terms do not create a partnership, agency, or employment relationship.
Third-party beneficiaries. There are no third-party beneficiaries.
Daros Systems, Inc.
Legal notices: legal@provendor.io
Privacy: privacy@provendor.io
Security: security@provendor.io