Terms of Use

Website Terms of Use

Effective date: May 1, 2022

Welcome to https://procurewise.com/ (the “Site”), owned and operated by Procurewise. (“Procurewise,” “we,” or “us”).  By using this Site, you agree to these terms and conditions of use (the “Terms”); if you do not agree, you may not use the Site.  Procurewise may modify the Site and/or these Terms from time to time without notice to you, except that if Procurewise makes material changes to these Terms, we will post the revised Terms and the revised effective on this Site and/or provide notice by some other means. By using the Site following any modifications to the Terms, you agree to be bound by the modified Terms. The Terms do not govern use of any of Procurewise’s services, which are subject to a separate services agreement to be signed between any user of the services and Procurewise. These Terms include the provisions in this document as well as those in the Privacy Policy, and any other relevant policies.  Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.

Please read these Terms carefully. They cover important information about Services provided to you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. Use of the Site.  You must be at least 16 years old to use our Site. We do not knowingly collect or solicit personally identifiable information from individuals under 16. If you are under 16, please do not attempt to use the Site or send any personal information about yourself to us. If we learn we have collected personal information from an individual under 16, we will delete that information as quickly as possible. You will comply with all applicable laws, rules, and regulations in connection with your use of the Site.  You will not violate or attempt to violate the security of the Site or Procurewise’s systems or network security, including, without limitation by (i) accessing data not intended for users of the Site or gaining unauthorized access to an account, server, or any other computer system; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (iii) attempting to interfere with the function of the Site, host or network.  You may not “crawl,” “scrape,” or “spider” any portion of the Site (through the use of manual or automated means).
2. Information Not Confidential.  If you choose to contact any
3. Procurewise personnel using the contact information you find on the Site, you understand any information and/or materials you provide to such personnel will not be treated as confidential or proprietary. 
4. Procurewise undertakes no obligation to review information submitted by you, or to return such information to you.
5. Procurewise Proprietary Rights.  The Site, including all of its contents (including, text, images, audio, and the HTML used to generate the pages) (“Content”), are the property of ProcureWise or that of our suppliers or licensors and are protected trademark, copyright, and/or other intellectual property laws.  You may not download, copy, print, display, perform, reproduce, publish, modify, prepare derivative works from, license, transmit, or distribute any Content from this Site in whole or in part, for any public or commercial purpose without prior written consent from Procurewise. Procurewise grants you a limited, personal, non-exclusive, non-transferable license to access the Site, and to use the Content, solely for personal, internal, and non-commercial purposes.  Procurewise (on behalf of itself and its suppliers and licensors) reserves all rights not expressly granted herein. If you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, “Feedback”), Procurewise will own all such Feedback and you hereby assign to Procurewise all your rights to such feedback.
   
   Without limiting the foregoing, as between you and Procurewise, Procurewise is the owner and/or authorized user of any trademark, registered trademark, logo, and/or service mark appearing on the Site (the “Marks”).  Nothing on the Site should be construed to grant any license or right to use any Procurewise Mark. You may not use or exploit any Marks without prior written consent from Procurewise.
6. Links from and to the Site.  The Site may contain links to third-party websites (“Third Party Sites”).  Third-Party Sites are not reviewed, controlled, or examined by Procurewise in any way and Procurewise is not responsible for any content contained therein. These links do not imply Procurewise’ endorsement of or association with any Third-Party Site. Procurewise is not liable, directly or indirectly, to anyone for any loss or damage arising from or in connection with use of the Third-Party Sites.
7. Disclaimer of Warranties.  THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT AND FUNCTIONALITY THEREOF, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND PROCUREWISE (ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS) HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED.  NO ADVICE, RESULTS, INFORMATION, OR MATERIALS, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
8. Limitation of Liability.  TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL PROCUREWISE, ITS AFFILIATES (INCLUDING AFFILIATED FUNDS) OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (THE “PROCUREWISE PARTIES”), BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, EVEN IF ANY PROCUREWISE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  IN NO EVENT WILL THE TOTAL LIABILITY OF ANY PROCUREWISE PARTY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM OR RELATED TO THE TERMS, THE CONTENT, AND/OR YOUR USE OF THE SITE, EXCEED, IN THE AGGREGATE, $100.00.
9. Choice of Law and Arbitration. 
   1. Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.
   2. Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Procurewise and limits the manner in which you can seek relief from Procurewise. Both you and Procurewise acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Procurewwise’s officers, directors, employees, and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
      
      (a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Monroe County, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
      
      (b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Procurewise will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Procurewise will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
      
      (c) Small Claims Court; Infringement. Either you or Procurewise may assert claims, if they qualify, in small claims court in Monroe County, New York, or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
      
      (d) Waiver of Jury Trial. YOU AND PROCUREWISE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Procurewise are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Procurewise over whether to vacate or enforce an arbitration award, YOU AND PROCUREWISE WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
      
      (e) Waiver of Class or Consolidated Actions. EXCEPT TO THE EXTENT ARISING OUT OF THE CALIFORNIA CONSUMER PRIVACY ACT, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Procurewise is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
      
      (f) Opt-out. You have the right to opt-out of the provisions of this Section by sending written notice of your decision to opt-out to the following address: 687 Lee Road, Suite 208A, Rochester, NY 14606 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
      
      (g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Procurewise to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Procurewise agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Monroe County, New York, or the federal district in which that county falls.
      
      (h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Procurewise.
10. General Information.  The failure of Procurewise to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision.  If any provision of these Terms is found by a court of competent jurisdiction to be invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.  You may not assign these Terms or transfer any of your rights or obligations hereunder without Procurewise’s express written consent.  These Terms inure to the benefit of Procurewise’s successors, assigns, and licensees.  These Terms are the entire agreement between you and Procurewise with respect to the subject matter herein.
11. Contact Us.  If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:
    
    Email: contact@procurewise.com
    Phone: +1-585-774-0707
    Address: 687 Lee Road, Suite 109, Rochester, NY 14606