Terms of Service

1. Acceptance of these Terms

These Terms of Service (the “Terms”) are a binding agreement between you and BuyersX, LLC, a Nevada limited liability company(“BuyersX”, “we”, “us”). They govern your access to and use of the BuyersX website, application and APIs (together, the “Service”).

You accept these Terms by checking the acceptance box when you create an account, or by continuing to use the Service after being asked to accept a new version. We record each acceptance: the account, the document, its version, and the date and time. If you accept on behalf of an organization, you represent that you are authorized to bind that organization, and “you” means both you and that organization.

If you do not accept these Terms, do not use the Service.

2. Definitions

• “Customer Data” means all data, documents and content you or your Users submit to the Service, including Quote Materials.
• “Quote Materials” means vendor quotations, proposals, price lists, order forms, invoices, statements of work and similar commercial documents submitted to the Service.
• “Extracted Data” means the structured, machine-readable representation of Quote Materials produced by the Service, including line items, SKUs, descriptions, quantities, unit prices, currencies and dates, together with the version of the extraction schema that produced it.
• “Anonymized Data” means Extracted Data from which all direct and indirect identifiers of you, your Users, your personnel and your counterparties have been irreversibly removed or transformed in accordance with section 7, and which cannot reasonably be used, alone or with other data available to us, to identify you or any individual.
• “Derived Data” means statistical and analytical outputs we create from Anonymized Data, including reference prices, medians, ranges, distributions, indices, confidence and sample-size metrics, models and model weights.
• “Aggregated Insights” means reports, benchmarks, product features and other materials incorporating Derived Data, whether provided to you, to other customers, or to third parties.
• “User” means an individual you authorize to use the Service under your account or workspace.

The chain from Customer Data to Extracted Data to Anonymized Data to Derived Data matters. The broad, perpetual rights in section 4.3 attach only to the last two links. You keep the first.

3. The Service, accounts and workspaces

3.1 What the Service does

You submit Quote Materials. We extract line items, match them against reference pricing data, and report the variance between your quoted price and that reference. Reference pricing today is drawn from public sources, including United States GSA Schedule pricing, UK G-Cloud pricing and manufacturer list pricing.

3.2 Accounts

You must provide accurate registration information, keep your credentials confidential, and be at least 18 years old. You are responsible for all activity under your account, including that of your Users. Tell us promptly at support@buyersx.com if you suspect unauthorized access.

3.3 Workspaces and roles

Customer Data belongs to the workspace it is submitted into, not to the individual User who submitted it. Workspace owners and admins may add, remove and change the role of Users, and may access all Customer Data in that workspace. Workspace data is isolated from other workspaces by Postgres row-level security.

3.4 Plans and limits

The Service is offered on a free plan and on paid plans, each with a stated monthly quote allowance and feature set. We may enforce those limits technically. We may change plans, pricing and limits prospectively under section 17.

4. Ownership and licenses

4.1 You own your Customer Data

As between you and us, you retain all right, title and interest in and to Customer Data, including Quote Materials and Extracted Data derived from them. Nothing in these Terms transfers ownership of Customer Data to us.

4.2 License to run the Service

You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process and create derivative works of Customer Data solely as necessary to provide, secure, support and maintain the Service for you and your Users. This license ends when the applicable Customer Data is deleted, except as stated in section 6.4.

4.3 License to create and use Anonymized Data and Derived Data

You grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sublicensable right and license to:

• (a) create Anonymized Data from Customer Data;
• (b) create Derived Data from Anonymized Data; and
• (c) use, reproduce, modify, distribute, publicly display, commercialize and otherwise exploit Anonymized Data, Derived Data and Aggregated Insights for any lawful business purpose, including operating and improving the Service, evaluating and improving our extraction and matching models, producing benchmarking and market-intelligence outputs, and offering those outputs to other customers and to third parties.

Sublicensing under (c) is limited to (i) service providers acting on our behalf and (ii) recipients of Aggregated Insights. Transfer includes transfer to a successor in a merger, acquisition or sale of assets. We own all right, title and interest in Derived Data and Aggregated Insights. This license is subject to sections 4.4 and 7.

4.4 No re-identification, no raw disclosure

We will not (i) disclose Customer Data, Quote Materials or Extracted Data in identifiable form to any third party except as expressly permitted in these Terms, (ii) attempt to re-identify you or any individual from Anonymized Data, or (iii) identify you as the source of any specific Derived Data or Aggregated Insight without your prior written consent. We will not publish or disclose Derived Data that fails the thresholds in section 7.

4.5 Stopping future contribution

You may tell us at any time, by written request to privacy@buyersx.com, to stop creating new Anonymized Data from your Customer Data. We will honor that request going forward. It does not affect Anonymized Data or Derived Data already created, which is governed by section 6.4. A later version of these Terms does not revoke rights already granted under an earlier one.

4.6 Feedback

If you send us suggestions or feature requests, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or obligation to you.

5. What you promise about what you upload

You represent and warrant, each time you submit Customer Data, that:

• 5.1 you have all rights, consents and authority necessary to submit it and to grant the licenses in section 4;
• 5.2 your submission, and our exercise of the rights granted in section 4, do not violate any confidentiality, non-disclosure, deal-registration or other agreement between you and a third party, or any applicable law;
• 5.3 it contains no personal data other than business contact details of individuals acting in a professional capacity, and no special categories of personal data, payment card data, health information or government identifiers.

5.4 Confidentiality legends inside documents

Markings that appear within Quote Materials, such as “confidential”, “proprietary” or “not for distribution”, impose no obligation on us beyond those in these Terms. Many vendor quotes carry such legends. Deciding whether you may share a particular quote with us is your call to make, which is why section 5.2 sits with you.

5.5 Indemnity

You will defend, indemnify and hold us harmless against any third-party claim arising from breach of sections 5.1, 5.2 or 5.3, including claims by your vendors or resellers relating to the submission or processing of Quote Materials.

6. What we keep, what we delete, and what survives

6.1 We do not store your source files

Quote Materials are parsed in memory and are not written to disk or object storage. What persists for each submitted file is its filename, size and page count, up to 50,000 characters of extracted text, and the structured line items produced from it. Stored data is encrypted at rest and isolated to your workspace by row-level security.

6.2 Retention elections

Two elections are available per workspace, by written request to privacy@buyersx.com:

• Retain (default): we keep extracted text and line items so your records can be re-processed as our extraction improves, and so your own history stays queryable.
• Delete: we delete extracted text and line items for the records you specify, within 30 days.

You may also delete individual analyses in the Service at any time.

6.3 Re-processing

You consent to our re-processing retained extracted text under later versions of our extraction schema, including to correct extraction errors.

6.4 What deletion does not undo

Deleting Customer Data does not require us to delete, recall or stop using Anonymized Data or Derived Data created before the deletion, and does not affect Aggregated Insights already produced or provided to third parties. We will not create new Anonymized Data from deleted records. This is a practical limit as much as a legal one: once a price has been folded into a median that other customers rely on, it cannot be subtracted back out.

6.5 Survival

Sections 4.1, 4.3, 4.4, 6.4, 7, 10, 13, 14, 15 and 18 survive expiration or termination.

7. Anonymization standard

This section is a contractual obligation, not a policy we can quietly change. It is what makes section 4.3 fair.

• 7.1 Identifier removal. Your organization name, User identities, workspace identifiers, internal project and cost-centre references, and quote and order reference numbers are removed from Anonymized Data.
• 7.2 Counterparty treatment. Vendor and reseller identity may be retained where it is necessary to make a benchmark meaningful. The combination of vendor, configuration, geography and deal size will not be retained at a granularity that identifies you.
• 7.3 Minimum contributor count. We will not publish or disclose any Derived Data standing on fewer than 8 distinct contributing organizations for the relevant product or category, and will not show a point estimate below that threshold. Below it we show a range, a sample size, or nothing.
• 7.4 Coarsening. In anything disclosed outside your workspace, deal values are reported in buckets, geography no finer than country or region, and dates no finer than calendar quarter.
• 7.5 Your own data. Nothing here limits how we present your own data back to you, at full granularity.

For clarity about today: benchmarks currently shown in the Service are derived from public reference pricing, not from other customers’ contributed quotes. Contributed pricing is described in the Service as it becomes part of a benchmark, always with its sample size.

8. Acceptable use

You will not: reverse engineer, scrape or bulk-extract the Service or our reference data; resell or redistribute Derived Data or Aggregated Insights as a standalone data product; upload malware or content you have no right to upload; probe or breach our security or another customer’s workspace; use the Service to build a competing benchmarking dataset; or use it in violation of export control, sanctions or anti-corruption law. We may suspend access immediately for conduct that threatens the Service or another customer.

9. Fees, billing and taxes

Paid plans are billed in advance through our payment processor on the interval shown at checkout, and renew automatically until cancelled. We do not receive or store your full payment card details. Fees are exclusive of taxes, which you are responsible for except taxes on our income. Cancellation takes effect at the end of the current billing period; fees already paid are non-refundable except where required by law. Failure to pay may result in suspension. Price changes apply from your next billing period after notice.

10. Confidentiality

Each party may receive non-public information of the other. Each will protect the other’s confidential information with at least reasonable care and use it only to perform under these Terms. Customer Data is your confidential information. Our non-public pricing, roadmap and technical information is ours. Neither obligation applies to information that is public through no fault of the recipient, independently developed, or lawfully received from a third party. Disclosure compelled by law is permitted with prompt notice where legally allowed.

11. Our intellectual property

The Service, our reference datasets, our matching and extraction logic, Derived Data, Aggregated Insights, and all related intellectual property are ours or our licensors’. You receive a limited, revocable, non-transferable right to use the Service under these Terms, and nothing more. You may use outputs generated for your own quotes, including exports, in your own procurement and negotiations without restriction.

12. Third-party services

The Service runs on and integrates third-party providers, including our hosting, database and authentication provider, our application hosting provider, an artificial-intelligence provider used for extraction and matching, a payment processor and a transactional email provider. Quote text is transmitted to the AI provider for extraction, after contact details have been redacted. Those providers are listed by function in our Privacy Policy. We are not responsible for third-party services we do not control.

13. Disclaimers, and what a benchmark is not

Benchmarks are estimates. They are derived from reference and contributed pricing of varying age, source and sample size, matched to your line items by automated logic that can and does make mistakes, including matching a line to the wrong product. A variance figure is a prompt to look closer, not a finding that you are overpaying.

We give no procurement, legal, tax or financial advice. Decisions about what to buy, from whom, at what price, and how to negotiate are yours. We do not promise any saving, any match rate, any level of extraction accuracy, or any particular outcome in a negotiation.

Except as expressly stated in these Terms, and to the fullest extent permitted by law, the Service is provided “as is” and “as available”, and we disclaim all warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation.

14. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost savings, lost business opportunity, or loss or corruption of data, however caused and on any theory of liability, even if advised of the possibility.

Our total aggregate liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the fees you paid us in the twelve months before the event giving rise to the claim, or (b) one hundred United States dollars (US$100). These limits do not apply to your payment obligations, to your indemnity in section 5.5, or to liability that cannot be limited by law.

15. Indemnification by us

We will defend you against a third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s United States intellectual property rights, and will pay damages finally awarded or settlement amounts we approve. This does not apply to claims arising from Customer Data, from your combination of the Service with anything we did not provide, or from your breach of these Terms. Our obligations under section 14 apply.

16. Term, suspension and termination

These Terms apply while you have an account. You may stop using the Service and close your account at any time by writing to support@buyersx.com. We may suspend or terminate access for material breach, non-payment after notice, or conduct that threatens the Service or another customer, and may discontinue a free plan on reasonable notice. On termination your right to use the Service ends, and we will delete or return Customer Data on written request within 30 days, subject to section 6.4 and to any retention required by law.

17. Changes to the Service and to these Terms

We may change the Service, including adding, modifying or removing features. We may amend these Terms; the current version and its effective date always appear at the top of this page. For material changes we will give notice by email or in the Service and ask you to accept the new version before you next submit Customer Data. Rights already granted under a prior version survive. Continuing to use the Service after the effective date of a non-material change means you accept it.

18. Governing law and disputes

These Terms are governed by the laws of the State of Nevada, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada, and each waives any objection to that venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party waives any right to a jury trial and to participate in a class or representative action. Before filing, the parties will attempt in good faith to resolve the dispute by discussion for 30 days after written notice.

19. General

These Terms, together with the Privacy Policy and any order form or design partner agreement signed by both parties, are the entire agreement between us and supersede prior discussions. Where a signed agreement conflicts with these Terms, the signed agreement controls for that customer. You may not assign these Terms without our written consent; we may assign them to a successor in a merger, acquisition or sale of assets. Nothing here creates a partnership, agency or employment relationship, or any third-party beneficiary rights. If a provision is unenforceable, the rest stays in force. A failure to enforce is not a waiver. Neither party is liable for delay caused by events beyond its reasonable control. Notices to us go tobrian@buyersx.com; notices to you go to the email on your account.

20. Contact

BuyersX, LLC
Legal and notices: brian@buyersx.com
Privacy and data requests: privacy@buyersx.com
Support: support@buyersx.com