Terms of Service

Agreement to terms

These Terms of Service ("Terms") are a binding agreement between you and PriceSmartPro LLC. By accessing or using the PriceSmartPro website, software, and services (collectively, the "Service"), you agree to be bound by these Terms. If you do not agree, do not use the Service. If you are using the Service on behalf of an organisation, you represent that you have authority to bind that organisation.

What we provide

PriceSmartPro is a procurement intelligence platform for hospitality businesses. The founding-pilot Service supports reviewable vendor-file processing, equivalent-product comparison, normalized pricing, controlled order building, and PDF/CSV order output. Availability of a feature is limited to the workflow documented for the customer's pilot. We may add, modify, or remove features at any time.

Your account

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must provide accurate and complete information when registering, and keep that information up to date. You must not share your login credentials or allow others to access your account.

Acceptable use

You agree not to misuse the Service. Prohibited conduct includes, but is not limited to:

• Using the Service for any unlawful purpose or in violation of any applicable law.
• Interfering with or disrupting the Service, servers, or networks connected to the Service.
• Attempting to gain unauthorised access to any part of the Service or other users' accounts.
• Using automated means (bots, scrapers) to access the Service without our written permission.
• Uploading content that infringes intellectual property rights or contains malware.
• Reselling, redistributing, or reverse engineering the Service or its underlying software.

Intellectual property

PriceSmartPro LLC retains all ownership rights in the Service, including software, documentation, branding, and all related intellectual property. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable licence to use the Service for your internal business purposes in accordance with your selected plan. You retain ownership of any data or content you upload to the Service. By uploading content, you grant us a limited licence to host and process it solely for the purpose of providing the Service to you.

Payment and subscriptions

The founding restaurant pilot is a one-time 30-day term and does not renew automatically. If a customer later chooses the separately offered monthly continuation, it starts only after the customer affirmatively opts in and may then be cancelled according to the accepted order terms. When a payment is processed through Paddle, Paddle acts as Merchant of Record and its Buyer Terms apply.

The public founding-pilot offer, included workflows, optional continuation price, cancellation, and refund terms are stated on the Pricing and Refund Policy pages.

Paddle Merchant of Record

When PriceSmartPro uses Paddle to process a transaction, Paddle is the Merchant of Record for that transaction and provides the applicable receipt, tax handling, and payment-provider support. PriceSmartPro remains the contact for product onboarding and support.

Service availability

We aim to keep the Service available and functioning correctly, but we do not guarantee uninterrupted or error-free performance. The Service is provided "as is" and "as available". We may perform maintenance that requires temporary downtime, and we will endeavour to give advance notice where possible.

Termination and suspension

We may suspend or terminate your access to the Service immediately and without notice if you:

• Materially breach these Terms.
• Fail to pay subscription fees when due.
• Engage in fraudulent, abusive, or illegal activity.
• Present a security risk to the Service or other users.

Upon termination, your right to use the Service ceases immediately. We may delete your data in accordance with our Privacy Policy.

Disclaimer of warranties

To the fullest extent permitted by law, we disclaim all warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will meet your specific requirements or that operation will be uninterrupted or error-free.

Limitation of liability

To the extent permitted by law, PriceSmartPro LLC's aggregate liability shall not exceed the total amount you paid for the Service in the six months preceding the claim. We shall not be liable for any indirect, consequential, special, or punitive damages, including loss of profits, data, or goodwill, even if advised of the possibility. Nothing in these Terms limits liability for fraud, death, or personal injury where required by law.

Indemnity

You agree to indemnify and hold harmless PriceSmartPro LLC and its affiliates from any claims, damages, losses, or expenses (including reasonable legal fees) arising out of your use of the Service, your content, or your violation of these Terms.

Governing law

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law principles. Any dispute arising under these Terms shall be resolved exclusively in the state or federal courts located in New Castle County, Delaware, and each party consents to personal jurisdiction there.

Contact

PriceSmartPro LLC, 1013 Centre Road, Suite 403-B, Wilmington, DE 19805, USA. Support and legal notices: support@pricesmartpro.com.

Changes to these terms

We may update these Terms from time to time. We will notify you of material changes through the Service or by email. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.