Terms of Service

1. Agreement to these Terms

These Terms of Service ("Terms") govern access to and use of the Pricifly multi-agent procurement orchestration platform, websites, APIs, and related services (collectively, the "Service") operated by [—] ("Pricifly," "we," "us," or "our").

By creating an account, accessing the Service, or clicking to accept these Terms, you agree to be bound by them on behalf of yourself and the organization you represent. If you do not agree, do not use the Service.

If you accept on behalf of a company or other legal entity, you represent that you have authority to bind that entity. "Customer," "you," and "your" refer to that entity and its authorized users.

These Terms form a binding agreement between Pricifly and Customer. They may be supplemented by an order form, statement of work, or other written agreement ("Order Form"). If an Order Form conflicts with these Terms, the Order Form controls for that engagement only.

2. Description of the Service

Pricifly is a multi-agent procurement orchestration platform for commercial buyers that uses AI agents to assist with parts of the procurement lifecycle — from intake and supplier discovery through RFQ, negotiation, contract preparation, purchase order, and settlement — subject to your organization's policies and human approval requirements.

The Service is designed for commercial buyers (typically mid-market organizations) and is not a consumer product. Key characteristics include:

• Multi-agent orchestration: A Master Orchestrator coordinates eight domain "Chief" agents and twenty-four specialist agents (33 agents total) within a scoped procurement universe per active procurement.
• Governed autonomy: Automated recommendations and draft actions are subject to policy checks, confidence thresholds, and human-in-the-loop (HITL) approval before any action that binds money, commits to a contract, or otherwise creates a binding obligation on your organization.
• Procurement-universe isolation: Each procurement is scoped to your organization and isolated from other customers' data through technical and access controls (including database row-level security).
• Clearing modes: The Service may interact with suppliers through system integrations ("Mode 1") and, where configured, email or other channels ("Mode 3"). Negotiation logic is designed to be transport-agnostic; channel availability may vary by plan and configuration.
• Evolution: Features described in product documentation, roadmaps, or marketing materials may be added, changed, or removed. The Service at any given time is what we make available in your account, not every capability described in forward-looking materials.

The Service does not replace your internal procurement policy, legal review, finance controls, or professional judgment. You remain responsible for all procurement decisions and binding commitments.

2.1 Access and availability

The buyer application is made available at platform.pricifly.com (or another URL we designate for your deployment). Marketing pages at the Pricifly brand domain may describe the Service but are separate from the authenticated product. Your use of the signed-in platform, APIs, and related authentication flows is governed by these Terms and our Privacy Policy.

3. Eligibility and Authorized Users

3.1 Business use only

The Service is offered exclusively for commercial and organizational use. You may not use the Service for personal, household, or consumer purposes.

3.2 Authorized representatives

You must be at least 18 years old (or the age of majority in your jurisdiction) and authorized to enter contracts on behalf of your organization.

3.3 Account integrity

You must provide accurate registration information and keep it current. You may not register using a name or email you are not authorized to use, impersonate others, or create accounts for fraudulent purposes.

3.4 Organization accounts

Accounts are tied to an organization ("Org"). Your Org administrator may invite users, assign roles, and configure policies. You are responsible for all activity under your Org's accounts, including actions taken by users you authorize and by agents operating within your configured policies.

4. Account Registration, Authentication, and Security

4.1 Authentication methods

We use industry-standard identity and authentication services to verify users. Depending on configuration, you may sign in using:

• Email and password (with email verification on first sign-up)
• Email magic link (one-time, passwordless sign-in)
• Third-party identity providers (e.g., social or enterprise login), when enabled
• Enterprise single sign-on (SSO), when offered under a separate enterprise agreement

You are responsible for maintaining the confidentiality of credentials and for all activity under your account. SSO users may not receive a separate Pricifly password unless they choose to set one in account settings when that feature is available.

4.2 Security obligations

You agree to:

• Use strong passwords and enable available security controls
• Promptly notify us at [—] of suspected unauthorized access
• Not share accounts among individuals; each user should have their own credentials where the Service supports it
• Not attempt to bypass authentication, access controls, or rate limits

We may suspend access if we reasonably believe your account has been compromised or is being misused.

5. Roles, Permissions, and Organization Administration

The Service supports role-based access within an Org. Standard roles include:

Exact permissions may evolve as features ship. Org administrators control invitations, role assignment, and removal of access when users leave your organization.

6. Acceptable Use

You agree not to:

• Violate applicable law, regulation, sanctions, export controls, or third-party rights
• Upload or process unlawful, infringing, defamatory, or malicious content
• Use the Service to send spam, phishing, or unsolicited commercial messages
• Reverse engineer, decompile, or attempt to extract source code or model weights except where permitted by law
• Probe, scan, or test vulnerabilities without our prior written consent
• Interfere with or disrupt the Service, other customers, or underlying infrastructure
• Use the Service to build a competing product by systematically extracting outputs, prompts, or system behavior
• Misrepresent AI-generated content as human-authored where doing so would violate law or mislead counterparties in bad faith
• Process special categories of personal data (as defined under applicable privacy law) through the Service unless explicitly agreed in writing and technically supported

We may investigate violations and suspend or terminate access as described in Section 18.

7. AI Agents, Automation, and Human Approval

7.1 Agent-assisted, not agent-only

The Service uses AI agents powered by third-party foundation models to analyze information, propose actions, draft communications, and orchestrate workflows. Agents are tools that operate under your configuration and policies; they are not a substitute for your procurement, legal, or finance teams.

7.2 No binding actions without approval

Unless explicitly configured otherwise in a future enterprise agreement and supported by the product at that time, agents may not execute binding actions — including placing orders, signing contracts, releasing payments, or committing spend — without human approval through the Service's approval gates.

You acknowledge that:

• AI outputs may be incomplete, inaccurate, or unsuitable for your context
• You must review agent recommendations, drafts, and proposed actions before approval
• Approved actions are your actions, not Pricifly's

7.3 Your data in model processing

To provide the Service, Customer Content (defined below) may be transmitted to AI model providers for inference. Our Privacy Policy describes how we handle such processing. We do not use your confidential procurement data to train public foundation models unless you explicitly opt in to a separate program.

7.4 Prohibited reliance

You agree not to rely on the Service as the sole basis for decisions that require licensed professional advice (legal, tax, accounting, or regulatory) without appropriate human review.

7.5 Durable workflows and auditability

Multi-day procurement workflows may be executed using durable execution infrastructure with checkpoints stored in our database, so agent work can resume after restarts or deploys rather than starting from scratch. Agent runs, tool calls, approval events, and orchestration steps may be logged to support audit, debugging, and compliance review. Log retention is described in our Privacy Policy.

8. Customer Content, Data, and License

8.1 Customer Content

"Customer Content" means data, documents, messages, specifications, supplier information, credentials (stored in your Org vault), configuration, and other materials you or your users submit to or generate through the Service, excluding Usage Data and Pricifly IP.

You retain ownership of Customer Content. Pricifly does not claim ownership of your procurement records, contracts, or business documents.

8.2 License to Pricifly

You grant Pricifly a worldwide, non-exclusive license to host, copy, transmit, display, and process Customer Content solely to:

• Provide, maintain, secure, and improve the Service
• Comply with law and enforce these Terms
• Generate de-identified or aggregated analytics that do not identify you or your suppliers

This license ends when Customer Content is deleted from the Service, except where retention is required by law or permitted under our data retention practices.

8.3 Your responsibilities for Customer Content

You represent that you have all rights and consents necessary to submit Customer Content and to instruct agents to act on it, including consents from individuals whose personal data appears in procurement records.

You are responsible for the accuracy of requirements, budgets, approvals, and supplier communications sent through the Service.

8.4 Supplier and third-party data

When you provide supplier contact details or documents, you confirm you have a lawful basis to share that information with us and our subprocessors for procurement purposes.

9. Confidentiality

Each party may receive confidential information from the other. "Confidential Information" means non-public information marked or reasonably understood as confidential, including Customer Content, pricing, security information, and product roadmaps.

The receiving party will:

• Use Confidential Information only to perform under these Terms
• Protect it with at least reasonable care
• Not disclose it except to employees, contractors, and advisors under confidentiality obligations, or as required by law (with notice where permitted)

Confidentiality obligations do not apply to information that is public without breach, independently developed, or rightfully received from a third party.

10. Intellectual Property

10.1 Pricifly IP

The Service, including software, agent templates, orchestration logic, UI, documentation, trademarks, and all improvements thereto ("Pricifly IP"), is owned by Pricifly and its licensors. Except for the limited rights expressly granted, no rights are transferred to you.

10.2 Feedback

If you provide suggestions or feedback, you grant Pricifly a perpetual, irrevocable, royalty-free license to use it without restriction or compensation.

10.3 Restrictions

You may not remove proprietary notices, use our trademarks without permission, or copy features for competitive purposes.

11. Third-Party Services and Integrations

The Service relies on third-party infrastructure and service providers to operate — for example, cloud hosting, database and storage, authentication, AI inference, email and messaging delivery, payment processing, monitoring, and security tooling. We select providers under contractual obligations appropriate to the sensitivity of the data they process.

We do not publish a public list of subprocessors or vendors in these Terms. Enterprise customers may request subprocessor information under a Data Processing Agreement (DPA) or separate written agreement where applicable.

Your use of optional integrations you enable (e.g., email domains, payment methods, supplier systems) may be subject to those providers' terms. We are not responsible for third-party services outside our reasonable control. You are responsible for configuring integrations lawfully.

12. Fees, Trials, and Payment

12.1 Current phase

During pre-commercial or beta periods, the Service may be offered free of charge or under pilot terms specified separately.

12.2 Paid subscriptions

When commercial billing is enabled, fees will be described in an Order Form or pricing page. Unless stated otherwise:

• Fees are billed in advance on a subscription cycle
• Taxes are your responsibility
• Failure to pay may result in suspension after notice
• Refunds are provided only where required by law or expressly stated

12.3 Payment processing

Payments may be processed by a third-party payment processor we designate. You authorize us and that processor to charge your designated payment method.

13. Service Level, Availability, and Changes

13.1 Availability

We strive for reliable operation but do not guarantee uninterrupted or error-free Service. Maintenance, upgrades, and third-party outages may cause downtime. Enterprise SLAs, if any, require a separate agreement.

13.2 Changes to the Service

We may modify features, agent behavior, models, or interfaces. Material adverse changes to paid features will be communicated with reasonable notice where practicable.

13.3 Beta and preview features

Features labeled alpha, beta, preview, or similar are provided as-is, may change or be withdrawn, and may have lower reliability or support.

14. Security and Data Protection

We implement technical and organizational measures appropriate to an enterprise SaaS platform handling procurement data, including encryption in transit, access controls, tenant isolation (including database row-level security), and audit logging. Details are in our Privacy Policy and, for enterprise customers, a Data Processing Agreement (DPA) upon request.

You are responsible for securing your endpoints, credentials, and Org configuration. Report security issues to [—].

15. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL AI OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

Without limiting the foregoing, we do not warrant that:

• AI-generated content is accurate, complete, or free of bias
• The Service will meet your specific procurement outcomes or savings targets
• Supplier responses, market data, or third-party integrations are reliable
• The Service complies with your industry-specific regulations without your configuration and review

Some jurisdictions do not allow exclusion of certain warranties; in those cases, exclusions apply to the fullest extent permitted.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.
• PRICIFLY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO PRICIFLY IN THE TWELVE (12) MONTHS BEFORE THE CLAIM, OR (B) USD $100.

These limits do not apply to liability that cannot be limited by law (e.g., fraud, wilful misconduct, or death/personal injury caused by negligence where prohibited).

You acknowledge that AI-assisted procurement involves inherent uncertainty and that pricing limits reflect allocation of risk between commercial parties.

17. Indemnification

You will defend, indemnify, and hold harmless Pricifly and its officers, directors, employees, and agents from claims arising out of:

• Your Customer Content or procurement activities
• Your violation of these Terms or applicable law
• Binding actions you approve through the Service
• Disputes with suppliers or third parties related to your use of the Service

We will promptly notify you of claims and cooperate at your expense. We may participate with our own counsel at our cost.

18. Term, Suspension, and Termination

18.1 Term

These Terms begin when you first accept them and continue until terminated.

18.2 Termination by you

You may stop using the Service and request account closure by contacting [—]. Paid subscriptions terminate at the end of the current billing period unless otherwise stated.

18.3 Termination or suspension by us

We may suspend or terminate access if you materially breach these Terms, fail to pay fees when due, pose a security risk, or if required by law. We will provide notice where reasonable except for urgent security or legal reasons.

18.4 Effect of termination

Upon termination:

• Your right to access the Service ends
• We will delete or return Customer Content per our Privacy Policy and DPA, subject to legal retention requirements
• Sections that by nature should survive (confidentiality, IP, disclaimers, liability limits, indemnity, governing law) survive

19. Export Compliance and Sanctions

You represent that you are not located in, organized under, or controlled by a jurisdiction subject to comprehensive sanctions, and that you will not use the Service in violation of export control or sanctions laws. You will not submit data or engage suppliers in prohibited transactions.

20. Governing Law and Disputes

These Terms are governed by the laws of [—], excluding conflict-of-law rules.

Any dispute will be resolved in the courts of [—], and each party consents to exclusive jurisdiction there, except that either party may seek injunctive relief for IP or confidentiality breaches in any competent court.

[Optional for commercial contracts: arbitration clause — to be confirmed by counsel.]

21. General Provisions

• Entire agreement: These Terms, the Privacy Policy, and any Order Form constitute the entire agreement regarding the Service.
• Assignment: You may not assign these Terms without our consent; we may assign in connection with a merger or sale.
• Force majeure: Neither party is liable for delays due to events beyond reasonable control.
• Severability: Invalid provisions are modified to be enforceable or severed; the remainder continues in effect.
• Waiver: Failure to enforce a provision is not a waiver.
• Notices: Legal notices to Pricifly: [—]. Notices to you: email to your Org admin or account email.

22. Changes to these Terms

We may update these Terms from time to time. We will post the revised version with a new "Last updated" date and, for material changes, provide notice (e.g., email or in-product banner) before changes take effect.

Continued use after the effective date constitutes acceptance. If you do not agree, you must stop using the Service before the effective date.

23. Contact

This document does not publicly disclose subprocessors, vendors, or internal infrastructure. Enterprise customers may receive that information under a separate DPA.