Terms of Service

(Revised 12/20/2023)

THIS TERMS OF SERVICE IS A BINDING AND LEGAL AGREEMENT BETWEEN YOU AND PROCURELEE. BY USING THE SERVICE, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, YOU MUST NOT USE, AND ARE NOT AUTHORIZED TO USE ALL OR ANY PORTION OF THE PROCURELEE SERVICE.

Procurelee reserves the right to update and change the Terms of Service by posting updates and changes to the Procurelee website. You are advised to check the Terms of Service from time to time for any updates or changes that may apply. You must read, agree with and accept all the terms and conditions contained in this Terms of Service agreement, before you can become a Procurelee user.

Management of Your Account

  1. You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service. The Service is not intended for persons under the age of 18. If you are under 18 years of age you must not use or access the Service at any time or in any manner. By using the Service, you affirm that you are at least 18 years of age. Procurelee does not seek to gather personal information from or about children under the age of 13.

  2. To access and use the Services, you must apply for a Procurelee Account ("Account") by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Procurelee may reject your application for an Account, or cancel an existing Account, for any reason, in its sole discretion.

  3. You acknowledge that Procurelee will use the email address you provide as the primary method for communication.

  4. The security of your password is your responsibility. Procurelee will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

  5. You are responsible for all activity and data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account.

  6. A breach or violation of any term in the Terms of Service as determined in the sole discretion of Procurelee could result in an immediate termination of your Services.

Terms of Your Account

The Service and the website https://procurelee.io are owned and operated by Procurelee. In its sole discretion, Procurelee reserves the right to revise these Terms of Service at any time without prior notice. You are responsible for any change to any revision to these Terms of Service once that revision is posted to the website. If Procurelee elects to provide you with notice of change to these terms you agree that such notice may be made by email. It is your responsibility to visit this page periodically to ensure your continued acceptance of these Terms of Service. Your continued use of the Service after a revision of these Terms of Service have been posted is your binding acceptance of such revision.

Your Account Information

You are required to provide Procurelee with true and accurate information about yourself and your business and to keep that information current. If the email address you provide returns emails to Procurelee as undeliverable Procurelee has the right to cancel your Service.

Development of Service

The Service may be changed, modified or improved at any time. If you disagree with the Terms of Service or are dissatisfied with the Service, please let us know by sending an e-mail to support@procurelee.io, however, your sole remedy is to stop using the Service.

Consideration

You understand and agree that these Terms of Service are entered into in consideration of your use of the Service, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

Use of the Service

Procurelee may provide aspects of the Service through third parties ("Third Party Sites"). You may also be subject to the Terms of Service of use of any Third-Party Sites, and you are solely responsible for your acceptance of and compliance with such terms.

Purchase Orders

Procurelee is a tool that facilitates pricing comparisons between buyers and sellers. Procurelee is never a party to any Purchase Order. All transactions between buyer and seller take place strictly between such buyer and seller pursuant to a Purchase Order. When Buyer and Seller enter into an agreement facilitated through the Service to be subject to any Purchase Order entered into between such Buyer and Seller, Buyer and Seller acknowledge and agree that Procurelee has no liability for any provision set forth in a Purchase Order or for any claims arising out of a Purchase Order, including a claim of non-performance or breach by either party. Any dispute that does arise between a Buyer and a Seller, if dispute or disputed Purchase Order was facilitated by use of the Service, shall be resolved pursuant to the provisions of any Purchase Order entered into between a Buyer and Seller, if any, or as otherwise permitted by applicable law. To the maximum extent permissible under law, you agree not to involve Procurelee in any litigation between you and any other party to a Purchase Order or to seek discovery or other participation from Procurelee related to such litigation. If you join or involve Procurelee in any litigation between you and such other party to a Purchase Order (e.g., through discovery), then you hereby agree to reimburse Procurelee for all costs incurred by Procurelee's participation in such litigation, including outside attorneys' fees.

Browser Requirements

The Service is best viewed and used on Chrome, Firefox, Opera, Safari, Android and Apple devices. JavaScript must be enabled in the browser.

Security of the Service

You are not allowed to violate or attempt to violate the security of the Service. Security violations and suspected violations could result in termination of your access to the Service and or criminal investigation. You will be issued login credentials when your account is registered. It is always your responsibility to maintain the confidentiality and security of your login credentials. You are responsible for all activities which occur through the use of your login credentials. You agree that Procurelee is not liable for any loss or damage arising from the unauthorized use of your login credentials.

DISCLAIMERS

PROCURELEE DOES NOT WARRANT, REPRESENT, OR GUARANTEE THE INTEGRITY, RELIABILITY, OR ACCURACY, OF FOOD PRODUCTS, MERCHANDISE OR SERVICES SUPPLIED, DELIVERED, OR ACCESSED THROUGH THE SERVICE. ALL PRODUCTS AND INFORMATION PROVIDED BY A SUPPLIER THROUGH THE SERVICE ARE ATTRIBUTABLE ONLY TO THE SUPPLIER. ANY USE OF INFORMATION, PRODUCTS, OR MERCHANDISE OR SERVICES ACCESSED THROUGH THE SERVICE IS AT YOUR OWN RISK AND NOT GUARANTEED TO BE ACCURATE BY PROCURELEE.

YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY EQUITABLE RIGHTS OR LEGAL REMEDIES YOU HAVE OR MAY HAVE AGAINST PROCURELEE WITH RESPECT TO ANY MERCHANDISE, SERVICE, OR FOOD PRODUCT OBTAINED THROUGH THE PROCURELEE SERVICE INCLUDING BUT NOT LIMITED TO THE FAILURE OF A SUPPLIER TO DELIVER MERCHANDISE OR FOOD PRODUCTS OF THE DESCRIPTION, QUANTITY, OR QUALITY AS SET FORTH IN A PURCHASE ORDER OR ANY AGREEMENT VERBAL OR WRITTEN.

ANY THIRD-PARTY SERVICES, CONTENT, OR SOFTWARE THAT ARE MADE AVAILABLE ON, THROUGH OR IN RELATION TO THE SERVICE, SHALL BE GOVERNED BY THE SEPARATE TERMS OF SERVICE AND CONDITIONS OF THE THIRD-PARTY SUPPLIER.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PROCURELEE AND ITS PARTNERS AND AFFILIATES DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES OF ANY KIND INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO INFORMATION WHETHER WRITTEN OR ORAL OBTAINED BY YOU FROM PROCURELEE OR AN EMPLOYEE OR REPRESENTATIVE OF PROCURELEE WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED HEREIN. PROCURELEE DOES NOT GUARANTEE OR WARRANT THAT THE SERVICE OR THIRD-PARTY SITES WILL BE FREE OF ERRORS OR INTERRUPTIONS. PROCURELEE MAKES NO REPRESENTATIONS ABOUT THE AVAILABILITY, STABILITY RELIABILITY, TIMELINESS, OR ACCURACY OF THE SERVICES, INFORMATION OR SOFTWARE. ALL SUCH SOFTWARE, INFORMATION AND SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, GUARANTEE, OR CONDITION.

PROCURELEE OR ITS PARTNERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOSS OF DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE PROCURELEE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES OBTAINED THROUGH THE SERVICE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PROCURELEE OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PROCURELEE SERVICE OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. YOUR USE OF THE SERVICE IS AT YOUR DISCRETION AND YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OF DATA OR DAMAGE THAT OCCURS IN CONNECTION TO YOUR USE OF THE SERVICE.

Implied Rights

There are no implied rights or licenses granted by these Terms of Service.

Trademarks

Trademarks, trade names, service marks, and logos, whether registered or unregistered, are the sole property of Procurelee. You may not reproduce, or use any such trademarks, trade names, service marks, and logos without permission from Procurelee.

Intellectual Property

None of the content accessed or provided by Procurelee may be used for the creation of a similar software or derivative work without the express written permission of Procurelee. None of the content accessed through the Service can be publicly displayed, distributed, or communicated. The content provided by the Procurelee Service may be subject to the copywrite, patent, or intellectual property rights of Procurelee.

Third Party Services and Sites

Procurelee may use Third Party Sites or Services. You agree that Procurelee with not be liable or responsible for any damage or loss incurred by your use of a Third-Party Service or Site and your use of such Service or Site will be governed by the unique Terms and Conditions of such Service or Site.

Indemnity

You agree to indemnify, defend, and hold harmless Procurelee and its subsidiaries, parent company, affiliates, shareholders, partners, licensees or any related entities, and their officers, employees, agents, directors, representatives, contractors, and assigns, from any and all injuries, liabilities, costs, fees, damages, and expenses (including, but not limited to, attorneys' fees and court costs) arising from or related to:

  1. Any breach or violation of these Terms of Service, including any, warranties, representations, and covenants herein; and

  2. Your purchase or receipt of any information, food product, merchandise, or Services on or through the Service.

  3. Your use or misuse of the Service.

At your expense Procurelee reserves the right to assume exclusive defense and control of a matter you are required to defend if Procurelee concludes in its reasonable discretion that you are not adequately defending its interests. You agree not to settle any matter in which you are required to indemnify Procurelee or make an admission of judgment without the written permission of Procurelee.

Limitation of Liability

  1. You agree and understand that Procurelee shall not be liable for any indirect, direct, special, consequential, incidental, or exemplary damages, including but not limited to, damages for, goodwill, use, data, loss of profits, or other intangible losses resulting from the use of or inability to use the Service. You further agree to indemnify and hold Procurelee harmless including our parent company, partners, officers, directors, employees, from any claim or demand by any third party which arises from your breach of these Terms of Service.

  2. Procurelee does not warrant that the Service will be error-free, uninterrupted, secure, or timely.

  3. Procurelee does not guarantee that the results obtained from the Service will be reliable or accurate.

  4. Your use of the Service is at your own risk. The Service is provided on an "as available" and "as is" basis without guarantee, condition, or warranty, whether express, implied or statutory.

  5. Procurelee does not warrant that the quality of any information, products, services, or merchandise purchased through the Service will meet your expectations, or that any errors in the Service will be corrected.

THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BECAUSE OF APPLICABLE LAW HOWEVER, YOU AGREE THAT BECAUSE SUCH LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN YOU AND PROCURELEE AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND PROCURELEE, PROCURELEE'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT ALLOWABLE BY APPLICABLE LAW. YOU AGREE AND UNDERSTAND THAT IT WOULD NOT BE ECONOMICALLY FEASIBLE FOR PROCURELEE TO OFFER THE SERVICE TO YOU WITHOUT THESE LIMITATIONS IN PLACE.

Protection of your data

Procurelee will only use your Account information and access to any third-party vendor sites that you provide for the purpose of accessing product and pricing information. Such product and pricing information that you provide access to will be kept confidential and only be used in conjunction with the Service and your Account.

Procurelee promises not to disclose your confidential information to third parties, except what is required to providing our Services. Confidential information includes any information provided by you which is not publicly known. Confidential information does not include information that:

  1. Was in the public domain at the time we received it.

  2. Comes into the public domain after we received it through no fault of ours.

  3. We received from someone other than you without breach of our or their confidentiality obligations; or

  4. We are required by law to disclose.

Term and termination

These Terms of Service effectively commence on the date of your registration or first use of the Service and continue in full force throughout your use of the Service or until the Service is terminated in accordance with this Agreement. Your Service may be terminated at the sole discretion of Procurelee for any reason and at any time without notice if you violate these Terms of Service as determined by Procurelee. If Procurelee terminates you Service for reason other than breach of this Agreement you will have the right to a refund for the unused portion of your subscription. You are free to terminate your use of the Service at any time without notice or reason.

Procedures and Notice for Making Copyright Claims or other Intellectual Property Infringement

Procurelee intends to remove information that infringes upon any third party by being made available through the Procurelee Service in accordance with 17 U.S. Code § 512 Online Copyright Infringement Liability Limitation Act (OCILLA). You agree and understand that Procurelee reserves the right to terminate your Service in its sole discretion if it received notice of copyright or intellectual property infringement. It is the policy of Procurelee to always terminate use of the Service when three notices of copyright or intellectual property infringement occur even if the first and second notice were adequately corrected by removal of copyrighted information.

Procedure for Reporting Claimed Infringement

If you believe content that is made available on or through the Service infringes on your intellectual property rights, please send "Notification of Claimed Infringement" with the following information:

  1. A signature of a person authorized to act on behalf of the owner of the property that has been allegedly infringed upon.

  2. Identification of the property that is allegedly being infringed.

  3. Identification of the specific property that you would like to have access to removed.

  4. Your contact information, i.e. phone number, address, email address;

  5. A signed statement that you have a good faith belief that the use of the property is not authorized by the copyright owner, or the law; and

  6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. You should consult with your attorney and reference 17 U.S.C. § 512 to support your allegation to provide a valid notice of claimed infringement.

Notices of claimed intellectual property or copyright infringement should be sent via certified mail to:

Procurelee
2120 Carey Avenue
Cheyenne, WY 82001

or

admin@procurelee.io

Counter Notification

Before submitting a Counter Notification, you should consult an attorney or reference 17 U.S. Code § 512 to verify your obligations to provide a counter notification.

If you receive a notification from Procurelee that information made available by you on or through the Service is subject to a claimed intellectual or copyright infringement, you may provide Procurelee with a "Counter Notification." Counter Notification must be provided in writing and include the following:

  1. Identification and previous location of the information which has been removed.

  2. A good faith statement under penalty of perjury that the subscriber to the Service infringed upon the copyrighted information by mistake or misidentification of the information; and

  3. A Signed statement (including name, address, phone number) that the Service subscriber contents to the jurisdiction of Federal District Court for the district in which the subscriber is located or if the subscriber is outside the Unites States, for any judicial district in which Procurelee is found, and that the subscriber will accept Service of process from the entity that provides notification of infringement.

Misrepresentations

Online Copyright Infringement Liability Limitation Act 17 U.S. Code § 512(f) provides states that any person who knowingly materially misrepresents: (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by a Service provider, who is injured by such misrepresentation, as the result of the Service provider relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.

Procurelee will seek damages from any party that submits a false claim of copyright or intellectual property infringement.

Your Prohibited Activities

You understand that the following activities are prohibited, and you agree not to engage in any of the activities listed below while using the Service.

You will not:

  1. Impersonate another person or create a false identity.

  2. Transmit or upload to or through the Service any hateful, sexually explicit, vulgar, defamatory, harmful, threatening, harassing, or unlawful material or information or any material that can cause harm or delay to the Service or computers connected or linked to the Service.

  3. Disclose confidential or proprietary information about any party using the Service without the consent of such person or entity or collect information about users of the Service.

  4. Seek to gain unauthorized access to the Service, or to other users' information, or to other computers or websites linked or connected to the Service.

  5. Delete or change any information provided by any user of the Service unless you have the express permission of such user.

  6. Transmit to or through the Service content or information that infringes upon any copyright, trade secret, patent, trademark, or other proprietary rights of any party.

  7. Transmit or upload any unauthorized advertising, promotional materials, unsolicited or junk mail, spam, or any other form of solicitation (commercial or otherwise).

  8. Engage in, authorize or permit, the modification, creation of derivative works, copying, reverse engineering, decompiling, disassembling or hacking of any aspect of the Service or any part thereof, or otherwise attempt to use or access any portion of the Service in any way that is not intended by Procurelee.

  9. Copy, redistribute, publicly display, publicly perform, resell, trade, sell, or exploit any portion of the Service, or access to the Service or information obtained through the Service for any purpose other than what is expressly permitted by these Terms of Service, including but not limited to engaging in any of the following activities:

    1. representing, embedding or passing off information acquired through the Service in a way that misrepresents the information as being obtained from some source other than the Service.

    2. reformatting, compiling, recording, copying, or caching, information acquired through the Service for any commercial use whatsoever, including but not limited to pricing and product information from suppliers.

    3. use of logos, content, Service marks, trademarks, or other information that belongs to Procurelee which is obtained through the Service, and.

    4. bypassing, defacing, or altering any software through which the Service is made accessible.

  10. Circumvent, interfere, remove, damage, or disable, any features of the Service that are intended to limit, reduce, prevent, or restrict use of the Service or content of the Service.

  11. Send, transmit, post, or make available any spyware, worm, virus or other computer code that is intended to hack, hijack, or damage any hardware, software, operation, or computers linked to or connected to the Service.

  12. Violate the Terms of Service or any applicable federal, state or local regulations or laws.

  13. Access the Service using any robot, spider, scraper, or automated means, or deep link to any content or feature of the Service or bypass any measure put in place by Procurelee to restrict access to the Service.

  14. Disrupt, or interfere with any servers, networks, or computers connected to the Service or violate the regulations of such networks, or servers.

  15. Help, assist, or permit any person to engage in any of these activities described above.

Privacy

Use of the Service is governed by Procurelee's Privacy Policy, as described on the website: https://procurelee.io/privacy-policy and such policy is hereby incorporated into these Terms of Service by reference.

Jurisdiction

The Service is operated and controlled by Procurelee through its office in the state of Wyoming. Procurelee makes no claim that content on its website or available by the Service is available or allowable for use in other locations. If you choose to use the Service from other locations, including from outside the United States of America, you are responsible for compliance with local laws, to the extent local laws are applicable. Access to the Service is strictly prohibited from jurisdictions where the information, contents or Service is illegal.

No Class Actions

You understand and agree that you and Procurelee may only bring claims against the other in your individual capacity and not as a plaintiff or class member in any class action or representative proceeding.

Governing Law

This Agreement is to be governed by and construed in accordance with the laws of the State of Wyoming and any suit brought hereon shall be brought in the state or federal courts sitting in Cheyenne, Wyoming. The parties hereby waive any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in persona jurisdiction over it. You irrevocably waive all rights you may have to a trial by jury in any judicial proceeding involving any claim relating to this Terms of Service Agreement. Additionally, you waive personal Service of process and consent that Service of process may be made by certified or registered mail, return receipt requested, at the address provided during your account registration.

Equitable Relief

You agree and acknowledge that, in the event of a breach of these Terms by Procurelee or any third party, the harm or damage, if any, sustained by you will not entitle you to seek injunctive or other equitable relief against Procurelee, and your only remedy shall be for monetary damages, subject to the limitations of liability which are set forth in these Terms of Service.

Severability

If any provision of this Agreement is illegal, the invalidity of such provision will not affect any of the remaining provisions, and this Agreement will be construed as if the illegal provision is not contained in the Agreement. This Agreement will be deemed modified to the extent necessary to render enforceable the remaining provisions hereunder, and to comply with the Rules.

No Waiver of Rights

No failure or delay on the part of any party in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right preclude any further exercise of that right.

Entire Agreement

This is the entire agreement between you and Procurelee relating to the Service and Terms of Service and this agreement supersedes all previous agreements, understandings, representations, and communications, either written or oral. These Terms of Service will not be modified unless in writing, and signed by both parties, or by a change to these Terms of Service made by Procurelee as authorized in these Terms of Service.

Successors and Assigns

This Agreement will inure to the benefit of and will be binding upon the parties and their respective permitted successors and assigns. This Agreement will not be deemed to be for the benefit of any third party.

Construction

The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision. The language used will be deemed to be the language chosen by the parties to express their mutual intent and no rule of strict construction will be applied against any party.

Force Majeure

Neither party will be liable to the other for any failure or delay in its performance of this Agreement in accordance with its terms if such failure or delay arises out of causes beyond the control and without the fault or negligence of such party.

Attorney's Fees

If any court holds that a party has breached this Agreement, then the non-defaulting party will be entitled to recover expenses incurred in enforcing the provisions of this Agreement, including reasonable attorneys' fees and costs.

Claims

You and Procurelee agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms of Service, excluding a claim for indemnification, must commence within one year after the cause of action ensues. Otherwise, such cause of action is permanently barred.

No Agency

You agree that no agency relationship, partnership, joint venture, or employment exists between you and Procurelee because of these Terms of Service or use of the Service.

Survival

The following paragraphs are intended by their nature to survive the termination of these Terms of Service, including but not limited to: Security of Service, Your Prohibited Activities, Disclaimers, Third Party Services and Sites, Intellectual Property, Indemnity, Limitation of Liability.