Welcome to the Procursys website, application and proprietary software platform that connects facility managers and property owners with qualified service providers (collectively, the “Service”) or otherwise made available to you as a registered user, whether as a manager, owner, service provider or other, of Procursys.  The Service enables registered users (“Users,” “you” or “your”) to access and connect with other users for purposes of soliciting, negotiating and entering into business arrangements. 

Every time you visit or use features of the Service, you agree to be bound by the Terms of this Agreement, referred to as the (“Agreement”) and or the (“Terms”).  If you are an entity, these Terms shall be expressly binding on all employees, directors and officers, agents, and assigns who access or use the Service.  These Terms outline your rights, obligations and restrictions regarding your use of the Service, please read them carefully. If you do not agree to be bound by the Terms of this Agreement and all applicable laws, you should discontinue use of the Service immediately. In addition to these Terms, we have adopted the Procursys Privacy Policy (“Privacy Policy”). Please read our Privacy Policy carefully for information relating to our collection, use, and disclosure of your personal information.

Procursys may modify the Terms from time to time and each modification will be effective when it is posted on the Service.  We will notify you of substantive modifications to these Terms the first time you access the Service following any such modification, and you agree to be bound to any changes to the Terms through your continued use of the Service.

User Eligibility

Each User hereby warrants that the User is either (a) an authorized employee, director, officer, agent or assign of a legitimate legal entity, or (b) an individual either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and is fully able and competent to enter into the Terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.  In any case, the User affirms to be over the age of 13, as the Services are not intended for children under 13.

Creating an Account

If you are a service provider, you must first complete an application with us. If your application is approved, you agree to complete your profile by following the prompts on our platform to create your account (your “Account”).  You will be notified that your application has been approved.  You must provide certain personal information such as your Company name, website, email address, credit card account information and other business contact information and a brief description of your business services.

If you are a facility manager or property owner, please reach out to us to create your Account.

Please refer to our Privacy Policy for information about how we protect your personal information.  Whether you are a service provider or a facility manager, you are responsible for ensuring that any personal information you provide is accurate and up to date.  Procursys reserves the right to verify the accuracy of the information you provide at any time.  You are responsible for creating a username and a secure password and protecting your Account from unauthorized access.  You agree to notify Procursys immediately if you believe your user identification, password or other identifying information has been lost, stolen or otherwise compromised.  You will be held responsible for any activity that occurs under your Account.

Once you have an activated Account, you may adjust your profile settings and start your subscription process with us.

Subscriptions and other Fees

(Service Providers only)

If you are a service provider, you may begin your subscription [here]  Once you have an active subscription, facility managers will send you requests for proposals (“RFPs”) and invite you to provide written responses and prices to the RFPs pursuant to our Service Provider Subscription Web Form.  If your response to the RFP is selected, you may begin negotiating the terms of a contract award (“Contract Award”) with a facility manager or property owner (the “Contracting Party”).  You are obligated to furnish Procursys with a copy of your contract with the Contracting Party.  If you enter into a Contract Award, you are responsible for collecting payment from the Contracting Party and agree to pay us the Contract Award fees listed on our Service Provider Pricing page and/or the specific fee outlined in the RFP.  You are obligated to remit Procursys’ share of any payment you receive within 7 days of its receipt.  Procursys does not guarantee payment by the Contracting Party of any fees owed to you in accordance with a Contract Award. Procursys is not responsible for the collection, monitoring, payment or invoicing of any fees owed to you in accordance with a Contract Award.

The Contract Award fee you shall pay to Procursys (“Success Fee”)(“Sometimes also referred to as “Transaction Fee”) may change from time to time and for different Contract Awards obtained through the Services.  For a fixed fee seasonal Contract Award obtained through the Services, you shall pay Procursys a Success Fee equal to the percentage outlined on our Service Provider Pricing page and/or the specific fee outlined in the RFP multiplied by the value of the total Contract Award.  For example, if the Contract Award is ten thousand dollars and the percentage outlined on our Service Provider Pricing page is three-point five percent, the Success Fee you shall pay to Procursys will be equal to three hundred and fifty dollars ($10,000 * 0.035 = $350.00).  For a per event or time and materials Contract Award obtained through the Services, you shall pay Procursys a Success Fee equal to the percentage outlined on our Service Provider Pricing page and/or the specific fee outlined in the RFP multiplied by the fees earned as a result of the Contract Award.  For instance, if you earn ten thousand dollars for an event or invoice ten thousand dollars in time and materials and the percentage outlined on our Service Provider Pricing page is three-point five percent, the Success Fee you shall pay to Procursys will be equal to three hundred and fifty dollars ($10,000 * 0.035 = $350.00).  If you earn additional fees through contract enhancements, add on work or extensions of any kind as a result of a Contract Award obtained through the Services, the Success Fee outlined above shall apply in all cases.  All Success Fees associated with a Contract Award obtained through the Services are immediately due and payable upon receipt by you of any fee resulting from a Contract Award.

Once you have been awarded a contract and received payment on account of your services the Success Fee owed to Procursys shall remain due and owning, unless paid in full, even if you elect to cancel your service contract.

You have the option of subscribing to the service on a monthly or annual basis. The subscription fee is payable in advance and automatically charged to your credit card.  The subscription automatically renews on the first anniversary date and all subsequent anniversary dates of the completion of an account set up.  Either party may give the other written notice of termination at least 30 days prior to the end of the relevant term.  Please be advised that no portion of your subscription fee paid in advance will be refundable if you elect to cancel the service.

You shall provide Procursys with an accounting of all fees invoiced in accordance with a Contract Award obtained through the services within thirty (30) days of receiving a written request from Procursys.  Procursys reserves the right to audit your business records and systems upon five (5) days advance written notice for purposes of determining compliance with our Service Provider Pricing terms.  Pursuant to the terms of this Agreement, you agree to provide electronic access to your books and records to Procursys upon request if payments due Procursys have not been received within 7 days of your receipt of payment of an Award Fee.  We reserve the right to charge your account if we determine in good faith that you have failed to make timely payment of the amounts due  to Procursys or accurately report the full Contract Award amounts that serve as the basis for the Contract Award Fees.

Subscriptions and other payments are processed through our third-party payment processor, who has its own separate terms and conditions accessible here.

You are responsible for any fees charged by your internet service provider or mobile carrier for using the Service, including, but not limited to data transfer fees.

Credit Card Authorization

By acceptance of the terms of this Agreement, you expressly grant permission to Procursys to charge Users credit card solely for recurring fees for its subscription and for payment of the Success fees owed to Procursys and outstanding for more than 14 days.  Procursys may notify your credit card company of your authorization for approved charges.  This authorization applies to the cardholder information you provided with your application.  Please advise Procursys if you discontinue the use of a card or prefer charges to be made against a card account that differs from the account furnished at time of your application.  Failure to maintain a current credit card account designating Procursys as a limited authorized user shall be a violation of the terms of this agreement.

Guidelines, Rights and Remedies

Duration of Users Liability to Pay Success Fee

The Terms of this Agreement shall continue to apply to any and all Contract Award amounts paid to the User for the duration of their Contract with a Contracting Party and shall continue to apply to amounts paid to the User following the resumption of servicing within 6 months of an interruption in the term of any such initial contract.

Content Ownership and License to Use

The User acknowledges and agrees that:

(a) all video, images, information, data, text, software, music, sound, photographs, messages or other materials User uploads, collects, communicates or transmits using the Services (“Content”) are the sole responsibility of the User;

(b) the User owns or has the necessary licenses, rights, consents, and permissions to use and authorizes Procursys to use all copyrights, trademarks, trade secrets, patents and other intellectual property or proprietary rights in and to any and all Content User creates or uploads in accordance with these Terms; and

(c) the User has the necessary consent, release and /or permission of each identifiable individual person in the Content to use the presence and likeness of each such individual in the Content in the manner contemplated by these Terms.

You acknowledge that any Content you upload may be visible to other registered Users of Procursys as necessary for us to provide the Services.  Procursys reserves the right to purge Content from its databases at any time and from time to time without notice in accordance with its document retention policies.  In addition, Procursys may disable User’s account and access to use the Services and Procursys may recover from the User any losses, damages, costs or expenses incurred by Procursys resulting from or arising out of User’s non-compliance with any provision of this Agreement.

By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to Procursys through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Procursys is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Procursys shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Procursys may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of Procursys without any obligation of Procursys to you; and (f) you are not entitled to any compensation or reimbursement of any kind from Procursys under any circumstances.

Non-Circumvention and Non-Solicit

You agree that you will not without Procursys’ prior written consent knowingly cause or permit your employees or other affiliates to solicit or otherwise enter into a Contract Award with a prospective client with whom you would not have connected or by whom you would not have been contacted but for the Procursys Service. You agree not to employ or otherwise engage an employee, agent or subcontractor of Procursys during your usage of the Service plus a period of twelve (12) months thereafter, provided, however, nothing contained herein shall be construed to restrict you from any general forms of solicitation for employees (including through the use of employment agencies) not specifically directed toward employees of Procursys and provided further that you shall not be restricted from hiring any such person who responds to any such general solicitation or who contacts you on his or her own initiative.

Permitted Use of the Service

You will be held solely responsible for your conduct on and use of the Service.  You agree that you will not use or attempt to use this Service for any purpose other than to post, view or respond to RFPs or otherwise connect with facility managers or services providers, as the case may be; you may not (and may not allow any third party to) use or attempt to use this Service or upload, download, post, submit or otherwise distribute or facilitate distribution of content on or through the Service for any purpose:

• that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity, or violates any law or contract,
• that is any way unlawful or prohibited, or that is harmful, threatening, abusive, harassing, deceptive, fraudulent, offensive, obscene, profane, or otherwise destructive to anyone or their privacy or property,
• that transmits any unauthorized or unsolicited advertisements, solicitations, schemes, spam, flooding, or other unsolicited spam or bulk e-mail (including without limited postings to third party social media services which are linked to the Service) or unsolicited commercial communications,
• that transmits any harmful or disabling computer codes, files, programs, or viruses,
• that harvests e-mail addresses or personally identifiable information from Procursys,
• that interferes with our network services, or the proper working of the Service or activities conducted on the Service,
• that uses manual or automated software or other processes to “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained from any page of the Service,
• that attempts to gain unauthorized access to our Service including bypassing measures we may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service),
• that suggests an express or implied affiliation with Procursys (without the express written permission of Procursys) or that impersonates any person or entity including an employee or representative of Procursys,
• that impairs or limits our ability to operate this Service or any other person’s ability to access and use this Service.

Procursys reserves the right at all times and for any reason or for no reason at all, in its sole discretion and without notice to you, to deny your access to and use of this Service.

Intellectual Property Rights

Procursys does not own any data or information that you submit in the course of creating your Account or any Content that is provided by you or collected from your use of the Service.

We or our licensors own and retain all proprietary rights in the Service. Neither the Service nor any portion of the Service may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Procursys, unless it is in the public domain. You may not (directly or indirectly) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive source code or underlying ideas or algorithms of any part of the Service, or modify, translate or otherwise create derivative works of any part of the Service.  Any modification of content, or any portion thereof, or use of the content for any other purpose constitutes an infringement of trademark or other proprietary rights of Procursys or our third-party service providers, and any unauthorized use terminates the permission to use the Service granted by Procursys.

Except for the Content, all content made available by Procursys to you on the Service, such as report formats, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Procursys or its content/software suppliers and protected by United States and international copyright laws. All software used on our website and platform is the property of Procursys or its software suppliers and protected by United States and international copyright laws.

General Information

Linking to Third Party Websites

For your convenience and in addition to the connections we facilitate between facility managers and service providers, the Service may provide links to products or services, including payment processing services offered on other websites or applications. Unless expressly stated otherwise, Procursys does not endorse, approve, sponsor or control, and we are not in any way responsible for, any of the content, services, calculations, information, products or materials available at or through any websites to which this Service may provide a link. By using the Service, you acknowledge and agree that Procursys will not be responsible or liable to you or any other person for any damages or claims that might result from your use of such content, services, calculation, information, products or materials. You should carefully review each website’s privacy statements and conditions of use to understand your rights and responsibilities.

Indemnification

You agree to indemnify and hold Procursys, its parent, subsidiaries, affiliates, directors, officers, agents, and other partners and employees, harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, including but not limited to reasonable attorneys’ fees, made by any third party due to or arising out of your account, use of the Service, or violation of the Terms. This defense and indemnification obligation will survive these Terms and your use of the Service.

Disclaimer & Limitation of Liability

Procursys does not represent or warrant that Procursys will provide an RFP to the Company or that the Company will receive a Contract Award upon responding to an RFP. Procursys does not represent or warrant that the terms and conditions of a Contract Award, if awarded, will be satisfactorily executed by the parties to the Contract Award.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, PROCURSYS MAKES NO FURTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED.  PROCURSYS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES AS TO THE CONDITION, MERCHANTABILITY, NON-INFRINGEMENT, DESIGN, OPERATION OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICE.  FOR AVOIDANCE OF DOUBT, THE DISCLAIMERS SET FORTH HEREIN DO NOT LIMIT ANY COVENANT, REPRESENTATION OR WARRANTY made by PROCURSYS in this agreement.

YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL PROCURSYS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE, EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF PROCURSYS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU TO PROCURSYS IN THE IMMEDIATELY PRECEDING TWELVE-MONTH PERIOD.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

While we strive to protect your information in accordance with our Privacy Policy, Procursys shall have no liability for damages allegedly suffered by the User as a consequence of the unintentional release of personal information collected or stored on the Service, or otherwise connected with your use of the Service.

Independent Contractor

You hereby acknowledge that Procursys’ relationship with you shall be that of independent contractor and nothing herein shall be construed to create a partnership, joint venture, or employer-employee relationship.

Termination

Procursys may terminate or suspend your access to all or part of the Service, for any reason, including without limitation your breach of these Terms. In the event these Terms are terminated, the representations and warranties, indemnities, and limitations of liabilities set forth in these Terms will survive termination.

Jurisdiction & Severability

Procursys operates the Service from its offices within the United States.  The Services are designed for Users within the United States, and Procursys makes no representations that content and materials on the Service comply with applicable law of any foreign jurisdiction for use from outside the United States. If you choose to access the Service from other locations, you do so at your own risk and are responsible for compliance with any and all local laws. You may not use the Service in violation of U.S. export laws and regulations.

These Terms are not assignable, transferable, or sublicensable by you except with Procursys’ prior written consent. Procursys may assign, transfer, or delegate any of its rights and obligations hereunder without consent.

Each party to this agreement irrevocably agrees that a Court of the Commonwealth of Massachusetts (having proper venue and without regard to its conflict of law’s provisions) or, if there is exclusive federal jurisdiction, the United States District Court for the District of Massachusetts, shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim (including any non-contractual dispute, controversy or claim) arising out of or in connection with this agreement, including any question regarding its existence, validity, formation or termination. For these purposes, each party irrevocably submits to the jurisdiction of the said courts.

Any claim or cause of action you have with respect to use of the Service must be commenced within one (1) year after the claim arises.  In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.

By executing this agreement, you accept and submit to the jurisdiction of the Courts of the Commonwealth of Massachusetts.

Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to this transaction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good­ faith, to develop a structure the economic effect of which is as close as possible to the economic effect of this Agreement without regard to such invalidity.

These Terms constitute the entire agreement between you and Procursys concerning your use of the Service.

How To Contact Us

Should you have any questions or complaints regarding violations of these Terms, please contact us at 60 K Street, Boston MA 02127.

Last Updated: April 18, 2024