Terms of Use

Data Accuracy and Disclaimer

ProPurchaser strives to provide accurate, useful, and timely information regarding commodity markets, cost drivers, and procurement-related trends. However, all information, data, analyses, charts, indices, tools, forecasts, and other content made available through the Service are provided on an “as is” and “as available” basis.

While we make reasonable efforts to ensure the quality and reliability of our content, ProPurchaser does not warrant or guarantee the accuracy, completeness, timeliness, reliability, or suitability of any information provided through the Service. Market conditions change rapidly, and all data, estimates, forecasts, and analyses should be considered informational in nature.

Users are solely responsible for evaluating and determining the appropriateness of any information for their specific circumstances and business decisions.

Under no circumstances shall ProPurchaser be liable for any procurement, sourcing, pricing, contracting, inventory, supplier-management, or commercial decisions made by a user in reliance upon the Service.

Limitation of Liability

To the fullest extent permitted by applicable law, ProPurchaser, its officers, directors, employees, affiliates, contractors, licensors, and suppliers shall not be liable for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages arising from or relating to:

• Use of, or inability to use, the Service;
• Errors, omissions, inaccuracies, or delays in data or content;
• Service interruptions, outages, or system failures;
• Loss of business, revenue, profits, savings, or opportunities;
• Increased procurement, manufacturing, or operating costs;
• Unauthorized access to systems or data;
• Viruses, malware, or other harmful technological components; or
• Any decisions, actions, or omissions made in reliance upon information obtained through the Service.

This limitation applies regardless of the legal theory under which a claim is brought and even if ProPurchaser has been advised of the possibility of such damages.

No Professional Advice; No Fiduciary Relationship

• The Service provides commodity market intelligence, cost-trend information, analytical tools, benchmarking data, should-cost modeling tools, negotiation support resources, educational content, and related procurement information.
• All information and materials provided through the Service are intended solely for informational and business support purposes. The Service does not provide legal, accounting, tax, financial, investment, engineering, consulting, procurement, or other professional advice.
• While the Service is designed to assist procurement professionals in making more informed decisions, ProPurchaser does not recommend, direct, or make purchasing, sourcing, pricing, supplier-selection, contracting, inventory, hedging, or other business decisions on behalf of its users.
• Users remain solely responsible for evaluating information obtained through the Service and for all decisions, actions, negotiations, contracts, and business outcomes arising from their use of the Service.
• No information, report, model, forecast, index, trend analysis, negotiation tool, recommendation, article, webinar, training material, customer support communication, or other content provided by ProPurchaser shall be construed as professional advice or as a guarantee of any particular result, savings opportunity, supplier concession, market movement, or business outcome.
• Nothing contained in the Service creates a fiduciary, agency, partnership, joint venture, employment, advisory, or other special relationship between ProPurchaser and any user. ProPurchaser acts solely as an independent provider of information, software, and analytical tools.
• Users are encouraged to seek independent professional advice appropriate to their specific circumstances before making significant business, financial, legal, operational, or contractual decisions.

Nature of ProPurchaser Data

The Service contains commodity cost trends, market intelligence, indices, analytical tools, and related procurement content developed by ProPurchaser.

ProPurchaser is not a commodity exchange, price-reporting agency, broker, or financial advisory service. Unless expressly stated otherwise, ProPurchaser data should be viewed as directional indicators intended to assist procurement professionals in understanding market trends and negotiating more effectively.

ProPurchaser does not represent that any index, trend, estimate, or market indicator reflects exact market pricing at any specific time or location. Users should not rely on ProPurchaser data as the basis for contractual pricing formulas, financial reporting, regulatory compliance, or other decisions requiring precise market pricing.

Intellectual Property and Permitted Use

All content, data, charts, indices, reports, methodologies, software, designs, text, graphics, and other materials provided by ProPurchaser are owned by or licensed to ProPurchaser and are protected by applicable intellectual property laws.

Subject to a valid subscription, authorized users may access and use ProPurchaser content solely for their organization’s internal business purposes.

Except as expressly permitted by ProPurchaser, users may not:

• Copy, reproduce, republish, distribute, sell, sublicense, or commercially exploit ProPurchaser content;
• Share login credentials or permit unauthorized access to the Service;
• Upload ProPurchaser data into another software application;
• Create derivative works based on ProPurchaser content;
• Reverse engineer, decompile, or attempt to extract underlying methodologies or source code; or
• Distribute ProPurchaser data outside their organization.

Notwithstanding the foregoing, users may share individual charts, reports, or analyses generated through the Service with colleagues, suppliers, customers, or other business counterparties when such sharing is reasonably related to procurement, sourcing, supplier negotiations, or other legitimate business activities, provided that the shared materials retain any applicable copyright or attribution notices.

User-Generated Data

Certain features of the Service allow users to create, upload, enter, store, or generate their own information, including should-cost models, analyses, forecasts, notes, and custom datasets (“User Data”).

Users retain all ownership rights in their User Data.

ProPurchaser does not claim ownership of User Data and will not sell, disclose, or provide User Data to third parties except:

• As required to provide the Service;
• As required by law;
• With the user’s consent; or
• As otherwise described in our Privacy Policy.

Subject to the foregoing, ProPurchaser will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect User Data.

Trademarks

“ProPurchaser” and associated logos, branding elements, product names, and service marks are trademarks or registered trademarks of ProPurchaser and may not be used without prior written permission.

All third-party trademarks, service marks, logos, product names, and company names appearing on the Service remain the property of their respective owners. Reference to third-party names does not imply endorsement, sponsorship, or affiliation unless expressly stated.

Privacy

ProPurchaser is committed to protecting personal information and handling it responsibly.

We collect and process personal information necessary to provide, secure, improve, and support the Service, including information such as names, email addresses, telephone numbers, account credentials, usage information, and other information voluntarily provided by users.

Personal information is processed in accordance with our Privacy Policy, which forms part of these Terms.

We do not sell personal information to third parties.

Service Communications

By creating an account or subscribing to the Service, users agree to receive communications necessary for the operation of the Service, including account notices, security alerts, billing information, technical updates, and service-related announcements.

Users may also receive product updates, educational content, and marketing communications. Users will be provided with the ability to opt out of marketing communications.

Opting out of marketing communications does not affect the delivery of essential service-related communications.

Changes to These Terms

ProPurchaser may modify these Terms from time to time.

When material changes are made, ProPurchaser will provide reasonable notice through the Service, by email, or through other appropriate means. Continued use of the Service after the effective date of updated Terms constitutes acceptance of the revised Terms.

If a user does not agree to the revised Terms, the user must discontinue use of the Service.

Cookies and Similar Technologies

ProPurchaser uses cookies and similar technologies to operate, secure, analyze, and improve the Service.

Cookies may be used to:

• Authenticate users and maintain login sessions;
• Remember user preferences;
• Measure website performance and usage patterns;
• Improve functionality and user experience; and
• Support security and fraud prevention efforts.

Users may control cookie settings through their browser preferences; however, disabling certain cookies may affect the functionality of the Service.

Additional information regarding our use of cookies is available in our Privacy Policy.

Subscription, Fees, and Billing

Access to certain features of the Service may require a paid subscription. By subscribing to the Service, you agree to pay all applicable fees and charges associated with your selected subscription plan.

Unless otherwise agreed in writing, subscription fees are billed in advance and are non-refundable. Subscription fees may be revised from time to time upon reasonable advanced notice.

Subscriptions automatically renew at the end of each subscription term unless cancelled. Users are responsible for ensuring that billing and account information remains accurate and current.

Failure to pay applicable fees may result in suspension or termination of access to the Service.

Account Security and Authorized Use

Users are responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their accounts.

Users agree to:

• Provide accurate and complete registration information;
• Maintain the security of usernames, passwords, and authentication credentials;
• Promptly notify ProPurchaser of any unauthorized access or suspected security breach; and
• Use the Service only in accordance with these Terms and applicable laws.

Organizations are responsible for all activity conducted by their employees, contractors, consultants, and other authorized users who access the Service through the organization’s subscription.

Acceptable Use

Users may not use the Service to:

• Violate any applicable law, regulation, or contractual obligation;
• Infringe upon the intellectual property or proprietary rights of others;
• Upload, transmit, or distribute malicious software, viruses, or harmful code;
• Interfere with or disrupt the operation, security, or integrity of the Service;
• Attempt to gain unauthorized access to systems, accounts, or data;
• Scrape, harvest, download, or systematically extract data from the Service using automated means without ProPurchaser’s prior written consent;
• Misrepresent the source, accuracy, or ownership of information obtained from the Service; or
• Use the Service to develop, support, or operate a competing product or service.

ProPurchaser reserves the right to investigate suspected violations of these Terms and to take appropriate action, including suspension or termination of access.

Suspension and Termination

ProPurchaser may suspend or terminate access to the Service immediately if:

• A user breaches these Terms;
• Subscription fees remain unpaid;
• The user’s activities present a security risk to the Service or other users; or

ProPurchaser reasonably believes that suspension or termination is necessary to comply with applicable law or protect its business interests.

Upon termination:

• All rights granted under these Terms shall immediately cease;
• Users must discontinue use of the Service; and
• ProPurchaser may disable access to the account and related content, subject to applicable legal obligations and data retention requirements.

Termination shall not affect any accrued rights, obligations, or liabilities existing prior to termination.

Confidentiality

In the course of using the Service, either party may receive confidential or proprietary information belonging to the other party.

Each party agrees to:

• Protect such information using reasonable care;
• Use such information only for purposes related to the Service;
• Not disclose such information to third parties except as required by law or as reasonably necessary to perform obligations under these Terms.

Confidential information does not include information that:

• Is publicly available through no fault of the receiving party;
• Was lawfully known to the receiving party before disclosure;
• Is independently developed without reference to the confidential information; or
• Is lawfully obtained from a third party without confidentiality restrictions.

Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to the Service shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

The parties agree that the courts located in Toronto, Ontario shall have exclusive jurisdiction over any dispute arising from or relating to these Terms or the Service, and each party irrevocably submits to the jurisdiction of those courts.

Before commencing formal legal proceedings, the parties agree to make reasonable efforts to resolve any dispute through good-faith discussions.

Force Majeure

ProPurchaser shall not be liable for any delay, interruption, or failure to perform its obligations under these Terms resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, labour disputes, internet or telecommunications failures, cyberattacks, utility outages, government actions, civil unrest, or failures of third-party service providers.

In such circumstances, ProPurchaser’s obligations shall be suspended for the duration of the event and resumed as soon as reasonably practicable.