Terms of Service

Effective Date: January 4, 2025

1. Introduction

Welcome to VendorPriceTransparency.com (the “Platform,” “we,” “us,” or “our”), which is operated by Normatic LLC (the “Company”). By accessing or using our Platform in any manner, you agree to be bound by these Terms of Service (these “Terms” or this “Agreement”). If you do not accept these Terms, you must not access or use the Platform.

2. Scope of Services

The Platform provides a data-as-a-service (“DaaS”) solution enabling businesses to share, analyze, and benchmark vendor-related financial data. We offer both free and paid subscription tiers, each governed by these Terms. Any reference to “use” or “access” in these Terms includes visiting the Platform, creating an account, submitting data, or otherwise interacting with the Platform.

We reserve the right, at our sole discretion, to accept, reject, or defer users for any subscription plan (paid or free) for any reason, including compliance, security, or business considerations.

3. Eligibility and Account Responsibilities

3.1 Eligibility

You must be at least 18 years old and capable of entering into a legally binding contract to use our Platform. By creating an account, you represent and warrant that you meet these requirements.

3.2 Account Credentials

You are responsible for maintaining the confidentiality of your login credentials and for all activities under your account. You agree to notify us immediately at https://vendorpricetransparency.com/dtc/contact/ if you suspect any unauthorized use of your account.

3.3 Lawful Use

By using our Platform, you represent and warrant that you will:

1. Provide accurate, lawful, and non-misleading data.
2. Comply with all applicable laws and regulations.
3. Refrain from any activity that disrupts, impairs, or interferes with the functionality of the Platform.

We reserve the right to suspend or terminate your access if you violate these Terms, engage in illegal or fraudulent conduct, or otherwise harm the Platform or its users.

4. Data Ownership and Licensing

4.1 Ownership of Submissions

All data, information, or other content that you submit to the Platform (collectively, “UGC”) becomes our property upon submission. You acknowledge and agree that once submitted, the original of such data belongs to us, subject to the rights you retain under applicable law and Section 4.2 of these Terms.

4.2 License Grant

By submitting UGC to the Platform, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, display, reproduce, distribute, modify, and create derivative works from the UGC for any business purpose, including but not limited to aggregation, benchmarking, analysis, and display in anonymized form.

Nothing in these Terms obligates us to use or publish your UGC, nor does it limit any rights we may have under the law to use such UGC without your consent.

4.3 Prohibited Uses of Platform Data

You agree not to:

1. Scrape, harvest, or otherwise extract data for external commercial use without our prior written consent.
2. Resell, redistribute, or republish any data obtained through the Platform in a manner that competes with our services or infringes upon third-party rights.
3. Share your account credentials or otherwise allow unauthorized individuals to access the Platform or its data.

5. Subscription and Payment Terms

5.1 Subscription Tiers

We offer free and paid subscription plans, which may differ in features, datasets, or level of access. Specific details are available on our website or user dashboard.

5.2 Payment Policy

1. Payment Obligations: You agree to pay all fees or charges in accordance with the pricing terms presented at the time of purchase.
2. No Refunds: All sales are final. No refunds will be provided under any circumstances unless required by applicable law.
3. Chargeback Waiver: By subscribing, you acknowledge the finality of sales and waive your right to file a chargeback. Any chargebacks will be disputed and are likely to be denied based on this Agreement.

6. Confidentiality and Professional Exemptions

6.1 Intended Use and Ethical Standards

The Platform is designed to function as a benchmarking and auditing tool, similar to those used by Certified Public Accountants (CPAs) or comparable professional consultants. You acknowledge that such professionals may be exempt from vendor confidentiality agreements when acting within the scope of their professional ethical obligations.

6.2 Your Representations

By submitting any data, you represent and warrant that:

1. You are not violating any confidentiality agreements with vendors, investors, or other third parties.
2. You have obtained all necessary permissions or consents to share the data.
3. Your data does not violate any law or infringe upon any third-party rights.

7. Indemnification

You agree to indemnify, defend, and hold harmless Normatic LLC, its affiliates, and their respective directors, officers, employees, agents, and licensors (collectively, the “Released Parties”) from and against any and all claims, losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:

1. Your use or misuse of the Platform;
2. Any UGC you submit, including claims of infringement or misappropriation of a third party’s intellectual property or other rights;
3. Your breach of these Terms;
4. Your violation of any law or regulation.

8. Disclaimers and Limitations of Liability

8.1 “As Is” Basis

The Platform, including all content and data, is provided on an “as is” and “as available” basis without warranties of any kind, whether express or implied. We specifically disclaim any warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or reliability. We do not guarantee the timeliness, completeness, or accuracy of any data or content provided.

8.2 Waiver of Indirect Damages

To the fullest extent permitted by law, you waive the right to hold us liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, arising out of or related to your use of the Platform.

8.3 Limitation of Liability

In no event shall our total liability to you, for all claims arising out of or relating to these Terms, exceed the total subscription fees paid by you to us in the 12 months preceding the event giving rise to the claim. If you use the Platform on a free basis, our total liability shall be limited to one hundred U.S. dollars (US $100).

8.4 No Endorsement; Fair Use of Trademarks

References to third-party trademarks, logos, or brand names (“Marks”) on the Platform are for identification purposes only and do not imply any endorsement or affiliation. We do not claim ownership of such Marks.

9. User Conduct, Prohibited Activities, and Legal Protections

9.1 Section 230 of the Communications Decency Act

We operate the Platform as an “interactive computer service” under the Communications Decency Act, 47 U.S.C. § 230 (“Section 230”). To the maximum extent permitted by law, we disclaim liability for User-Generated Content (“UGC”) uploaded by you or any other user. Under Section 230, we are not treated as the publisher or speaker of UGC and assume no liability for such content, even if it is unlawful or otherwise objectionable.

9.2 DMCA Notice and Takedown Policy

We respect the intellectual property rights of others and comply with the Digital Millennium Copyright Act (“DMCA”). If you believe any content on the Platform infringes upon your copyright, please email us at https://vendorpricetransparency.com/dtc/contact/ with:

1. A physical or electronic signature of the copyright owner or authorized agent.
2. Identification of the copyrighted work claimed to be infringed.
3. Identification of the material claimed to be infringing and information sufficient to locate it on the Platform.
4. Your contact information (address, telephone number, and email).
5. A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
6. A statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the copyright owner.

We will respond promptly in accordance with the DMCA. You may submit a counter-notification if you believe your content was wrongfully removed.

9.3 Prohibited Activities

You agree not to:

1. Engage in data scraping, reverse engineering, or unauthorized access to the Platform.
2. Upload malware, viruses, or any harmful code.
3. Use the Platform in a manner that violates any law, regulation, or third-party rights.
4. Interfere with other users’ enjoyment of the Platform or disrupt normal communication flow.
5. Post UGC that is defamatory, harassing, threatening, or otherwise unlawful or injurious to third parties.

9.4 Accuracy of Vendor-Related Data

Vendor information (including pricing or features) may be user-submitted or drawn from public sources. While we strive for accuracy, we disclaim liability for errors, omissions, or misrepresentations. You agree to independently verify data before making business decisions.

9.5 Right to Remove or Modify Content

We reserve the right, but have no obligation, to remove or modify any content (including UGC) at our sole discretion for any lawful reason, including content that is abusive, defamatory, fraudulent, infringing, or otherwise violative of these Terms.

10. Termination

10.1 User-Initiated Termination

You may terminate your account at any time by contacting us at https://vendorpricetransparency.com/dtc/contact/. Upon termination, we will remove or anonymize your account information (including email addresses and payment data) but may retain UGC (e.g., revenue and expense data) in our datasets for lawful business purposes.

10.2 Our Right to Terminate

We reserve the right to suspend or terminate your account at our sole discretion for any reason, including but not limited to violation of these Terms, inactivity, or harmful conduct.

11. Dispute Resolution and Governing Law

This Agreement and any dispute arising out of or relating to it shall be governed by and construed under the laws of the United States of America, without regard to its conflict-of-laws principles.

11.1 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform shall be resolved exclusively by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), before a single arbitrator. The arbitration shall take place in the United States of America, unless the parties mutually agree otherwise. The arbitrator’s decision shall be final and may be enforced in any court of competent jurisdiction.

11.2 No Class Actions

All claims shall be brought solely on an individual basis, and you agree not to pursue any class or collective actions, nor to consolidate your claims with those of others.

11.3 Injunctive Relief

Nothing in this Section limits our right to seek injunctive or other equitable relief in a court of competent jurisdiction to protect our intellectual property or confidential information.

12. Business Transactions

In the event of a merger, acquisition, reorganization, sale of assets, or other corporate restructuring involving us, your UGC and other information may be transferred to our successor or assign. Such transfer will remain subject to this Agreement (or the successor’s equivalent terms). You hereby consent to such transfers.

13. No Third-Party Beneficiaries

These Terms do not create rights enforceable by any party that is not a party to this Agreement.

14. Changes to These Terms

We reserve the right to modify or update these Terms at any time. If we make material changes, we will notify you by email or by posting a notice on the Platform. Your continued use of the Platform after the effective date of any modifications constitutes your acceptance of the revised Terms.

15. Contact Information

For any questions or concerns regarding these Terms or our services, please contact us at: https://vendorpricetransparency.com/dtc/contact/

16. Entire Agreement and Severability

These Terms, together with our [Privacy Policy], constitute the entire agreement between you and us regarding the subject matter herein and supersede all prior agreements or communications. If any provision of these Terms is deemed invalid or unenforceable, that provision shall be severed, and the remaining provisions shall continue in full force and effect.

Last Updated: January 4, 2025