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.
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.
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 must provide certain personal information such as your Company name, website, email address, 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.
Once you have an 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 annual subscription [here] Once you have an active subscription, we will send you requests for proposals (“RFPs”) and invite you to send us written responses 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”). 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. 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”) may change from time to time and for different Contract Awards obtained through the Services. Please see Contract Award Success Fee listed on our Service Provider Pricing page. 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 multiplied by the value of the total Contract Award. For instance, 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 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.
Your subscription is an annual subscription, billed annually, in advance and with automatic renewals on the first anniversary date and all subsequent anniversary dates of the completion of an account set up for a further term of 1 year unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term.
You shall provide to Procursys 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. We reserve the right to charge your account if we determine in good faith that you have failed to 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.
Guidelines, Rights and Remedies
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 you 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.
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.
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.
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.
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 are legal or appropriate 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’s prior written consent. Procursys may assign, transfer, or delegate any of its rights and obligations hereunder without consent.
These Terms will be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts without regard to its conflict of laws provisions. Any action brought against Procursys to enforce these Terms or matters related to the Service will be brought in either the state courts or, if there is exclusive federal jurisdiction, the federal courts of The Commonwealth of Massachusetts. 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.
If any provision of these Terms is deemed void, unlawful, or otherwise unenforceable for any reason, that provision will be severed from these Terms and the remaining provisions of these Terms will remain in force. 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.