PRONIZE

1. Introduction

These Terms of Service (“Terms”) govern access to and use of the Pronize cloud-based software platform, applications, AI-powered features, and related services (collectively, the “Service”).

By accessing or using the Service, the customer entity (“Customer”, “you”) agrees to be legally bound by these Terms.

If you enter into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

2. Service Description

Pronize provides a business-to-business (B2B) SaaS platform designed to support:

• Production and supply-chain management
• Sourcing and trade operations
• Document and workflow management
• AI-assisted analytics and automation

The Service is provided on a subscription basis and may include optional paid modules, integrations, or AI usage credits.

3. Eligibility and Business Use

The Service is intended solely for business users.

You must:

• Be at least 18 years old
• Use the Service for legitimate commercial purposes
• Ensure all users under your account comply with these Terms

You are responsible for all activity under your account.

4. Account Registration and Security

To access the Service, you must create an account and provide accurate information.

You agree to:

• Maintain confidentiality of login credentials
• Promptly notify Pronize of unauthorized access
• Ensure users follow security best practices

Pronize is not liable for damages caused by failure to secure credentials.

5. Subscription, Fees, and Payment

5.1 Subscription Model

Access to the Service is provided under paid subscription plans or limited free tiers where offered.

5.2 Fees

Customer agrees to pay:

• Recurring subscription fees
• Usage-based AI or add-on fees
• Applicable taxes (VAT, etc.)

All fees are non-refundable unless required by law.

5.3 Suspension for Non-Payment

Pronize may suspend access after reasonable notice for overdue payments.

6. Customer Data

6.1 Ownership

Customer retains all rights, title, and interest in data uploaded or generated within the Service (“Customer Data”).

6.2 License to Pronize

Customer grants Pronize a limited, non-exclusive, worldwide license to process Customer Data solely to provide and improve the Service.

6.3 Responsibility

Customer is responsible for:

• Legality of uploaded data
• Obtaining required consents
• Ensuring no unlawful or sensitive data is uploaded without authorization

7. AI Features

7.1 Nature of AI Outputs

AI features provide decision-support only and may produce inaccurate or incomplete results.

Customer remains solely responsible for:

• Verifying outputs
• Business decisions made using AI

7.2 Model Training

Customer Data is not used to train shared AI models unless explicitly agreed in writing.

7.3 Prohibited AI Use

Customer may not use AI features to:

• Generate unlawful content
• Process sensitive personal data unlawfully
• Reverse engineer underlying models

8. Acceptable Use

Customer agrees not to:

• Violate laws or third-party rights
• Upload malicious code
• Attempt unauthorized access
• Disrupt Service integrity
• Resell the Service without authorization

Pronize may suspend or terminate accounts violating this section.

9. Intellectual Property

All intellectual property rights in the Service, including:

• Software
• Interfaces
• AI systems
• Documentation

remain the exclusive property of Pronize and its licensors.

No rights are granted except as expressly stated.

10. Confidentiality

Each party agrees to protect confidential information of the other using reasonable safeguards and use it only for purposes of the Service.

This obligation survives termination.

11. Data Protection

Processing of personal data is governed by:

• The Privacy Notice
• The Data Processing Agreement (DPA) where applicable

Both form integral parts of these Terms.

12. Service Availability and Changes

Pronize will use commercially reasonable efforts to maintain availability but does not guarantee uninterrupted service.

Pronize may:

• Modify features
• Update software
• Discontinue modules

with reasonable notice where materially impacting Customers.

13. Third-Party Services

The Service may integrate with third-party providers.

Pronize is not responsible for:

• Third-party services
• Their availability
• Their data practices

Use of third-party services is governed by their own terms.

14. Term and Termination

14.1 Term

These Terms remain effective for the duration of the subscription.

14.2 Termination by Customer

Customer may terminate by:

• Canceling subscription
• Providing required notice period

14.3 Termination by Pronize

Pronize may terminate for:

• Material breach
• Non-payment
• Unlawful use

14.4 Effect of Termination

Upon termination:

• Access to the Service ends
• Customer Data is deleted after a reasonable retention period unless legally required otherwise

15. Disclaimers

The Service is provided “as is” and “as available.”

To the maximum extent permitted by law, Pronize disclaims:

• Implied warranties
• Fitness for a particular purpose
• Uninterrupted or error-free operation

AI outputs are not guaranteed accurate.

16. Limitation of Liability

To the fullest extent permitted by law:

• Pronize is not liable for indirect, incidental, or consequential damages
• Total liability is limited to fees paid in the previous 12 months

Nothing limits liability where prohibited by law (e.g., fraud, willful misconduct).

17. Indemnification

Customer agrees to indemnify Pronize against claims arising from:

• Unlawful Customer Data
• Misuse of the Service
• Violation of these Terms

18. Governing Law and Jurisdiction

Unless otherwise required by mandatory law:

• These Terms are governed by the laws of an EU Member State to be specified in the Order Form.
• Disputes shall be resolved by competent courts of that jurisdiction.

19. Updates to Terms

Pronize may update these Terms.

Material changes will be notified via:

• Email
• In-platform notice

Continued use after updates constitutes acceptance.

20. Contact

For legal inquiries:

info@pronize.com