Terms of Service

1. Agreement and eligibility

These Terms of Service ("Terms") are a contract between Pickurement, Inc., a Delaware corporation ("Pickurement," "we," "us"), and the organization or person that accesses or uses our website, software, AI features, supplier portal, and related services (the "Service"). If you use the Service for a company, you agree for that company and confirm you have authority to bind it; "you" then means that company.

By creating an account, clicking to accept, joining the waitlist, or using the Service, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Service.

The Service is built for businesses. You must be at least 18 and able to form a binding contract. It is not for personal, family, or household use.

Accounts. You are responsible for your account, your login credentials, and everything that happens under them. Give us accurate information and keep it current. Tell us right away at legal@pickurement.com if you suspect unauthorized access. You are responsible for your users and for any suppliers or third parties you invite into the Service.

2. The Service, beta access, and fees

Pickurement is a sourcing and procurement platform for hardware companies. It can help you organize bills of materials, create and send RFQs, collect and compare supplier quotes, estimate landed costs, draft purchase orders and award letters, and track design-for-manufacturing status.

Beta and pilot access. The Service is in early access. Features may be incomplete, change, or be removed, and the Service may have bugs or downtime. During the beta or pilot period we provide the Service free of charge unless a separate order form says otherwise.

Future fees. We plan to introduce paid plans. We will give you at least 30 days' notice before you are charged anything. Paid plans, pricing, billing, and taxes will be set out in an order form or on our pricing page and will apply only once you agree to them. Fees are non-refundable except where the law or your order form says otherwise.

Changes to the Service. We may update, change, or discontinue any part of the Service. If we discontinue the Service entirely, we will try to give you reasonable notice and a chance to export your Customer Data.

3. Your data, AI training, and acceptable use

Customer Data. "Customer Data" means the files, BOMs, part data, drawings, specifications, quotes, supplier information, pricing, and other content you or your users submit to the Service. As between you and us, you own your Customer Data.

Our license to operate the Service. You give us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data as needed to provide, secure, and support the Service, and to share it with suppliers or other recipients you direct.

AI training and improvement. You also give us a perpetual, irrevocable license to use Customer Data, and data about how the Service is used, to train, fine-tune, evaluate, and improve our AI models and the Service. We will not disclose your Customer Data to other customers in a form that identifies you, your suppliers, or your pricing. We may create and freely use aggregated or de-identified data (for example, industry pricing benchmarks or part classification models) that does not identify you. If your organization needs to opt out of AI training, contact legal@pickurement.com to discuss a separate written agreement.

Your responsibilities for data. You confirm that you have all rights and permissions needed to upload Customer Data and to let us use it under these Terms, including any data that belongs to your suppliers, customers, or other third parties, and data subject to NDAs. You are responsible for complying with export control and sanctions laws (including the U.S. EAR and ITAR) for any technical data you upload or send through the Service. Do not upload ITAR-controlled technical data or classified information.

Suppliers. Suppliers you invite through our portal may also accept these Terms. Pickurement is not a party to any purchase, quote, or contract between you and a supplier, and is not responsible for supplier performance, product quality, delivery, or payment.

Acceptable use. You will not, and will not let anyone else:

• use the Service in violation of law, sanctions, or export controls;
• upload malware or content that infringes others' rights or that you have no right to share;
• attempt to gain unauthorized access to the Service or other customers' data;
• reverse engineer, copy, or scrape the Service, or use it or its outputs to build a competing product;
• interfere with or overload the Service, or get around usage limits or security measures;
• resell or sublicense the Service unless we agree in writing.

We may suspend access if we reasonably believe you are breaking these rules or putting the Service or others at risk.

4. Intellectual property, feedback, and confidentiality

Our IP. Pickurement and its licensors own the Service, including its software, models, design, and documentation, and all improvements to them. We give you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes while these Terms are in effect. We keep all rights not expressly granted.

Outputs. As between you and us, you may use the RFQs, comparisons, purchase orders, and other outputs the Service generates for you ("Outputs") for your business. Similar Outputs may be generated for other customers, and you get no rights in those.

Feedback. If you send us ideas, suggestions, or feedback, we may use them without restriction or payment to you.

Confidentiality. Each party will protect the other's non-public business information it receives through the Service with reasonable care and use it only to perform under these Terms. This does not cover information that is public, already known to the recipient, independently developed, or received from someone without a duty of confidence. A party may disclose confidential information when required by law, after giving notice where allowed. Our rights in Section 3 (including AI training on Customer Data) apply alongside this section.

Third-party services. The Service may connect to third-party tools (for example email, cloud storage, ERP, or AI model providers). Your use of those tools is governed by their terms, and we are not responsible for them.

5. Disclaimers, liability, and indemnity

AI output. The Service uses AI, which can make mistakes. Part identification, supplier matching, price comparisons, landed-cost and tariff estimates, and other Outputs are estimates to support your decisions, not professional, legal, customs, or engineering advice. You are responsible for reviewing Outputs before you rely on them or send them to anyone, and for your sourcing, purchasing, and compliance decisions.

Disclaimer. THE SERVICE AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT ALLOWED BY LAW, PICKUREMENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT PROMISE THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DATA WILL NOT BE LOST.

Limitation of liability. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, SAVINGS, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY. PICKUREMENT'S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM AND (B) US $100. THESE LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, YOUR INDEMNITY OBLIGATIONS, OR YOUR BREACH OF THE ACCEPTABLE USE RULES.

Indemnity. You will defend and indemnify Pickurement and its officers, employees, and agents against third-party claims, losses, and costs (including reasonable attorneys' fees) arising from your Customer Data, your use of the Service, your dealings with suppliers, or your breach of these Terms or the law.

6. Term, termination, and general terms

Term and termination. These Terms apply from your first use until ended. You may stop using the Service and close your account at any time. We may suspend or end your access at any time for breach, risk to the Service, legal requirements, or the end of the beta or pilot, with notice where practical. On termination your right to use the Service ends. For 30 days afterward, you may ask us to export or delete your Customer Data, except data we must keep by law or that has already been incorporated into trained models or de-identified data. Sections 3 (AI training and data responsibilities), 4, 5, and 6 survive termination.

Changes to these Terms. We may update these Terms. If a change is material, we will notify you by email or in the Service at least 15 days before it takes effect. Continuing to use the Service after that means you accept the change.

Governing law and disputes. These Terms are governed by Delaware law, without regard to conflict-of-law rules. The state and federal courts in Wilmington, Delaware have exclusive jurisdiction, and both parties consent to them. Either party may seek an injunction in any court to protect its IP or confidential information.

General. These Terms, the Privacy Policy, and any order form are the entire agreement between us on this subject; if they conflict, the order form controls. You may not assign these Terms without our written consent; we may assign them in a merger, acquisition, or sale of assets. If a provision is unenforceable, the rest stays in effect. Failing to enforce a provision is not a waiver. Neither party is liable for delays caused by events beyond its reasonable control. We may name you as a customer and use your logo unless you ask us not to. The parties are independent contractors.

Notices and contact. Send legal notices to legal@pickurement.com. For product support, email help@pickurement.com. For anything else, email info@pickurement.com.

Pickurement, Inc.