Terms of Service

1. Accounts

You must provide accurate information when creating an account and are responsible for activity under your account and credentials. Customer administrators may invite, assign roles to, and deactivate users within their organization, and are responsible for those access decisions.

• Enterprise identity. Where your organization configures single sign-on or directory provisioning (available on certain plans), accounts for your organization's staff may be created, updated, and deactivated on the instruction of your organization's own identity provider. Your organization is responsible for its identity provider's configuration and for the provisioning and deprovisioning instructions it sends; a deactivation instruction from your directory ends the affected user's access to your workspace.

2. Subscriptions, Service Models, and Payment

• Plans. Paid plans are billed in advance on a recurring basis as described at checkout or in your order form. Fees are non-refundable except as required by law or expressly stated.
• Payment processing. Subscription and per-use payments are processed by our third-party payment processor (currently Stripe). We do not receive or store full payment card numbers; Stripe collects and processes payment details directly on its own hosted interface.
• Add-ons. Certain feature sets (for example, procurement, legal, and accounting functionality) are sold as optional add-ons billed separately from your base subscription. An add-on may be cancelled independently; cancelling it withdraws access to those features while your base subscription continues. An add-on may require a qualifying base plan, as stated at purchase.
• Per-use services. Certain features (for example, business entity, taxpayer identification number (TIN), or sanctions/watchlist verification checks) are offered on a pay-per-use basis rather than bundled into a subscription. The price is shown before you run the check, and the check runs only after payment is confirmed. If a paid check cannot be completed for a reason within our or our provider's control, the charge is refunded.
• Who pays for a per-use service. Either a Customer or, where a Customer directs a request to a Vendor and the Vendor agrees, a Vendor may pay for a given per-use service. Whoever initiates a request is the default payer; a request may be redirected to the other party only with that party's affirmative agreement before any charge is made.
• Self-managed or managed. Customers may operate the Service themselves ("self-managed") or engage us to perform vendor compliance administration inside their workspace ("Managed Services"), as specified in an order form.
• Pilots. Pilot engagements are governed by the pilot terms agreed in the applicable pilot offer or order form, together with these Terms.

3. Customer Data

You retain ownership of the vendor and document data your organization submits to the Service ("Customer Data"). You grant us a license to host, process, and display Customer Data solely to provide the Service, including:

• processing documents through third-party AI providers for extraction, classification, and anomaly review;
• scanning every uploaded file for malware through a third-party scanning provider before it is stored (files that fail scanning are rejected and not retained; if scanning is unavailable, downloads of unscanned files are blocked until scanning succeeds);
• where requested and paid for, submitting a vendor's business identity information to third-party providers to verify business registration status or screen against sanctions and watchlist data, including, for a TIN-match check, the vendor's taxpayer identification number;
• where your organization records a procurement as federally funded, submitting a vendor's business name to U.S. government exclusion data to check federal debarment status;
• transmitting messages you send through the Service to their intended recipient, and, where you choose to publish an opportunity to the shared opportunity board, displaying that opportunity to other Service users;
• storing and displaying the accounting records your organization keeps in the Service (purchase orders, invoices, payments, retainage, and lien waiver documents) and applying the payment controls your organization configures to them;
• generating notifications, reminders, reports, scores, and usage and outcome metrics for your organization.

Customer Data is never used to train general-purpose AI models, and uploaded document files are never used to train any AI model.

We may create and use de-identified, aggregated data derived from Customer Data, so that it no longer identifies and cannot reasonably be used to identify you, your organization, your vendors, or any individual, to develop, evaluate, and improve the Service. We do not attempt to re-identify that data and do not sell it. This right survives termination of the Agreement.

4. Acceptable Use

You agree not to:

• Use the Service to violate any applicable law.
• Upload documents you do not have the right to upload, or files you know to contain malicious code.
• Attempt to gain unauthorized access to another organization's data.
• Misrepresent a document's authenticity, origin, or contents.
• Reverse engineer or interfere with the Service's operation, including its security and scanning controls.

5. AI-Assisted Features

Document extraction, the Vendor Intelligence Score (VIS™), anomaly flags (Compliance Radar), AI-written summaries and digests, and related recommendations are generated with the assistance of AI and are provided to support (not replace) your organization's own compliance judgment. Business entity and sanctions/watchlist verification checks (Section 2) are independent evidence for your review, not a determination we make on your behalf, and are never a gate on any workflow or a factor in VIS™.

One deliberate exception: where you record a procurement as federally funded, a confirmed federal exclusion (debarment) result will block award and payment in the Service and cannot be waived, because federal law prohibits awarding federal funds to an excluded party.

Gates you configure. Separately from third-party results, the Service enforces rules your organization configures for itself: an award or payment can be blocked while a required document is missing or expired, or (where your organization enables it) while a required lien waiver has not been provided. These gates apply your own configured requirements, and the path past any of them is a documented exception recorded by a person in your organization, with a stated reason, preserved in your audit trail.

Anomaly, fraud-indicator, and document-integrity flags are indicators for human review, not conclusions, and are visible only within your own organization. A person in your organization decides what becomes a compliance record; you are responsible for verifying extracted data before relying on it for compliance or legal decisions.

6. Managed Services and Support Access

• Authorization. When you purchase Managed Services, you authorize our personnel to act within your workspace to perform the services described in your order form. Our personnel act on your instructions and on the policies you configure; decisions reserved to you in your order form remain yours.
• Visibility. Our personnel appear in your workspace's team list while servicing your account, and every action they take is recorded in your organization's audit trail, the same as any other user.
• Support access. For self-managed Customers, we access your workspace only to provide support you request or to investigate security or operational issues, and such access is logged the same way. Internal access for customer setup assistance is granted to one named member of our staff for one named customer at a time, is revocable, and is recorded, including who granted it and when.
• Commercial context. Our sales and support personnel may view account-level information such as your subscription plan and billing status to serve your account; they do not gain access to your Customer Data (documents, vendor records) through this.

7. Vendor Passport and Document Reuse

Vendors may hold a single VendMetric account across multiple Customers they serve. A Vendor may direct the Service to reuse a document already held for one of their Customers to satisfy a request from another of their Customers. When they do:

• a copy of the document and its extracted metadata is created in the receiving Customer's workspace at the Vendor's direction, and that copy becomes part of the receiving Customer's Customer Data;
• the receiving Customer reviews and approves or rejects the copy under its own requirements; no compliance status transfers between Customers;
• the originating Customer's records are unchanged, and the reuse event is recorded in both Customers' audit trails.

Customers do not gain access to one another's workspaces, records, or compliance decisions through this feature.

8. Intellectual Property

The VendMetric™ and VIS™ marks and the underlying intellectual property are owned by QuVal Holdings, LLC and licensed to Enterprise Professional Systems, LLC, which operates the Service. These Terms do not grant you any rights to those trademarks or branding. Logos you upload for white-label display remain yours; you confirm you have the right to use them.

9. Termination

Either party may terminate an account as described in the applicable order form. Upon termination, we will make Customer Data available for export for a limited period before deletion, as described in the Privacy Policy. Vendor accounts persist independently of any single Customer relationship and may be closed by the Vendor at any time.

10. Disclaimer of Warranties

The Service is provided "as is" without warranties of any kind, express or implied, to the maximum extent permitted by law. Without limiting the foregoing, we do not warrant that AI-assisted extraction or scoring is error-free, that malware scanning will detect all malicious files, that verification checks are complete or error-free, or that the Service will identify every compliance gap. No service level commitment applies unless expressly stated in an order form.

11. Limitation of Liability

To the maximum extent permitted by law, Enterprise Professional Systems, LLC and QuVal Holdings, LLC shall not be liable for indirect, incidental, special, or consequential damages arising from use of the Service.