Terms of Service Agreement
By using Procure (“Service”), you are agreeing to be bound by the following Agreement (“Terms of Service Agreement”).
Procure LLC (“Company”) reserves the right to update and change these Terms of Service without notice.
If you do not agree to this Agreement, please don’t use the Service.
The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
“Company”, “We”, “Us”, “Our” refers to Procure/Procure LLC.
“Browser Extension” refers to software available as a browser extension for officially supported browsers – Chrome, Firefox and Safari.
“Website”, “Software” refers to the page accessible from https://www.procure.co, its subdomains and any associated web-based applications.
“Service” represents the collective functionality and features as offered through Procure, our Website or Browser Extension.
“You”, “Your” refers to the person using our Service under these Terms of Service.
“Guest” refers to a person using our Service without creating an account.
“User” refers to a person using our Service through a registered account.
“Non-Profit”, “Supported Charities” refers to an organization that is registered with Procure or an organization to which Procure donates some percentage of its profits.
“Partner” refers to merchants, brands, retailers, and other entities that agreed to transfer a percentage of your online purchase to Procure.
“Affiliate Link” is a link that redirects to Partner’s website that allows us and our Partners to attribute your visit to Partner’s website as referred by us.
“Qualified Purchase” refers to the purchase of product or service by you that can be attributed as referred by Procure.
Description of the Service
Procure provides Software as a Service that helps organizations save money so they can serve more people. One of the methods Procure uses to help organizations save time and money is through the Procure Shopping Assistant.
The Procure Shopping Assistant is a Browser Extension that works to find you the best available online pricing for a product or service. When you make a Qualified Purchase from a Partner, the Partner sometimes pays Procure a referral fee. That’s how Procure makes money to support the software that serves non-profit organizations. Procure will donate a percentage of this fee to a Supported Charity. Procure may use a portion of the fee to cover the costs of providing the service.
In order for your purchase to become a Qualified Purchase you must use our Affiliate Link, have cookies enabled for Partner websites, use no ad blockers or browsers having built-in blocking capabilities, and you must complete the transaction during the same shopping session you started after clicking on the Affiliate Link. If you visit a Partner website through the affiliate links of another company before using our Affiliate Link, your purchase will not become a Qualified Purchase.
You may use the service either as a guest or as a user. Becoming a user gives you access to the following additional features: (i) access to the estimation of the money donated to supported charities resulting from your qualified purchases, (ii) access to the Software to create opportunities to support non-profits and supported charities.
In order to create an account and become a User, you must be at least 18 years old and provide your email address and password.
You are responsible for maintaining the security of your account and password. The Company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
By creating an account, you agree to receive emails about account-related activities, general information about the Service or the Company, new content we publish, and special offers from Partners.
Procure may make modifications to this Agreement from time to time. Any and all changes to this Agreement will be posted on the Website. If you do not agree to the changes, you are free to exercise your right to stop using the Service and terminate this Agreement. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after these changes are posted.
Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
You understand that the Company uses third party vendors and hosting partners to provide the hardware, software, networking, storage, and related technology required to run the Service.
Procure may remove accounts that we determine in our sole discretion are unlawful or violate these Terms of Service.
Procure does not warrant that (i) the Service will meet your specific requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
You expressly understand and agree that Procure shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages.
The failure of Procure to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is held to be invalid, such invalidity shall not affect the remaining provisions. The Terms of Service constitutes the entire agreement between you and the Company and govern your use of the Service, superseding any prior agreements between you and the Company (including, but not limited to, any prior versions of the Terms of Service).
Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
The Company reserves the right at any moment and from time to time to modify or discontinue, temporarily or permanently, any part of the Service with or without notice.
Cancellation and Termination
The Company, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to the Service. The Company reserves the right to refuse service to anyone for any reason at any time.
A User may cancel and terminate their account at any time.
Deactivate and Uninstall
You understand that the presence of Browser Extension on your device is voluntary and that you may remove the Browser Extension from your device at any time.
Copyright and Content
The contents of the Service, content, look and feel, notices, software and other material are protected under copyright, trademark and other laws. The contents of the Service belong to the Company. Procure grants to you the right to view and use the Service subject to this Agreement. Any distribution, reprint or electronic reproduction of any content from the Service is prohibited.
A product purchased from any Partner through the Service is governed by and subject to the policies of that Partner, including applicable exchange and shipping policies, those of which may prohibit receiving the fee from your Qualified Purchase and transferring it to Supported Charities on any products returned or exchanged regardless of original estimated fee on the initially purchased good or service. You agree that we are not agents of any Partner and that all Partners operate independently and are not under our control with respect to the Service or otherwise. Accordingly, your participation in offers or promotions of, or correspondence with, any Partner is solely between you and that Partner. We do not assume any liability, obligation or responsibility for any part of such correspondence, offer or promotion, including, without limitation, the withdrawal or modification of any such offer or promotion. The Company is not responsible for changes to, or discontinuance of, any Partner activities, or for any Partner withdrawal from the Service.
When you access Partner websites through an Affiliate Link, a cookie will be set in order to assign your purchase as referred by Procure.
Limitations on Procure’s Liability
PROCURE SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE SERVICE, YOUR USE OF THE SERVICE OR THIS AGREEMENT, OR FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED ON OR THROUGH THE SERVICE, EVEN IF HONEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PROCURE’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF PROCURE SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. THEREFORE, THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTHING IN THIS AGREEMENT AFFECTS STATUTORY RIGHTS THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT.
Your Indemnification of Procure
You shall defend, indemnify and hold harmless Procure and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorneys fees and other legal expenses, in whole or in part arising out of or attributable to your use of the Service or any breach of this Agreement by you or your violation of any law or the rights of a third-party when using the Service.
If you have any concern or dispute about the Service, you agree to first try to resolve the dispute informally by contacting the Company at privacy @ procure.co.
ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS
Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD-PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THIS AGREEMENT, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF CALIFORNIA. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.
If you wish to begin an arbitration proceeding, you must send a letter to privacy @ procure.co.
As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. BY AGREEING TO THIS ARBITRATION CLAUSE & CLASS ACTION WAIVER, YOU AND PROCURE ARE GIVING UP THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM THAT EACH SIDE MAY HAVE AGAINST THE OTHER INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or this Agreement must be filed within one (1) year after such claim of action arose or be forever banned.
If you do not want to arbitrate disputes with Procure and you are an individual, you may opt out of this ARBITRATION CLAUSE & CLASS ACTION WAIVER by sending an email to privacy @ procure.co within thirty (30) days of the first date you access or use the Service.
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 section will be null and void. This arbitration agreement will survive the termination of your relationship with Procure.
Governing Law and Forum for Disputes
This Agreement, and your relationship with Company under this Agreement, shall be governed by the laws of the State of Arizona in the United States of America without regard to its conflict or choice of laws provisions. Any dispute with Company, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively as specified in the ARBITRATION CLAUSE & CLASS ACTION WAIVER clause above, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Company may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Company is able to offer the Service at the terms designated, with little or no charge to you, and that your assent to this provision is an indispensable consideration to this Agreement.
You also acknowledge and understand that, with respect to any dispute with Company, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement:
- YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
- YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
You agree that if Procure does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Procure has the benefit of under any applicable law), this will not be taken to be a formal waiver of Company’s rights and that those rights or remedies will still be available to Procure.
All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.