PROCURESIGHT TERMS OF USE
1. Acceptance of Terms of Use. ProcureSight is operated by Appian Corporation (“Appian”). By accessing or using ProcureSight (or any part thereof), you agree to be legally bound by these Terms of Use, as Appian may modify them from time to time. These Terms of Use constitute a legal contract between you and Appian Corporation, and by accessing or using any part of Procuresight you represent and warrant that you have the right, power and authority to agree to and be bound by these Terms of Use. If you do not agree to the Terms of Use, or if you do not have the right, power, and authority to agree to and be bound by these Terms of Use, you may not use ProcureSight. Notwithstanding anything to the contrary herein, if you or your organization and Appian have entered into a separate license agreement (“License Agreement”) that expressly covers your use of Procuresignt, the terms and conditions of such agreement shall control with respect to such service to the extent they are inconsistent with these Terms of Use.
2. Permitted Use. You may use Procuresight solely for the purposes of researching U.S. Government procurement contracts and solicitations for use in the ordinary course of your employment for your organization.
3. Prohibited Uses.
You shall not:
distribute, disclose, copy, reproduce, make available, upload, post, communicate to the public by telecommunication, display, publish, transmit, assign, sublicense, transfer, provide access to, sell, directly or indirectly, any portion of Procuresight by any means, or modify, adapt or create derivative works of Procuresight;
store, copy or export any portion of Procuresight into any database or other software program except for permitted internal use; or
link to or frame any portion of Procuresight.
Notwithstanding any other provision herein, you shall not, without the express written permission of the General Counsel’s office of Appian:
use any portion of Procuresight to create, directly or indirectly, any database or product;
access or use Procurseight if you are a direct or indirect competitor of, or provide any portion of Procuresight to any direct or indirect competitor of, Appian or its affiliates;
modify, merge, scrape, disassemble or reverse engineer any portion of Procuresight, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of Procuresight or the data generated from it;
use, reproduce, publish, or compile any portion of Procuresight for the purpose of selling or licensing it or making it publicly available;
use any portion of Procuresight in a manner that would violate any applicable law, regulation, rule, ordinance or common-law principle; or .
exposes Procuresight to software viruses or any other computer code, files or programs that are designed to or have the capability to interrupt, modify, damage, improperly access, disable, destroy or limit the functionality of Procuresight or servers or networks connected thereto or the activities of other users of Procuresight or of any computer software or hardware or telecommunications equipment.
4. Termination and Interruption of Access. Subject to the terms of any applicable License Agreement:
You acknowledge and agree that Appian may interrupt, terminate, suspend, discontinue, or block your access to Procuresight or portions thereof at any time, including without limitation upon Appian’s determination that you have violated these Terms of Use or the terms of any other agreement between the parties or their affiliates.
Upon your breach of any term of these Terms of Use that leads to a termination of your access to Procuresight, Appian’s remedies shall include any damages and relief available at law or in equity. You acknowledge that any breach of these Terms of Use will cause irreparable harm and injury to Appian for which there is no adequate remedy at law, and therefore in addition to all other remedies available at law or in equity, you agree that Appian shall be entitled to injunctive relief. If Appian retains any third party to obtain any remedy to which it is entitled under these Terms of Use, Appian shall be entitled to recover all costs, including attorney’s fees and collection agency commissions, Appian incurs. In addition, any individual or entity that violates any term of these Terms of Use is precluded from enforcing, agrees not to enforce, and covenants not to sue to enforce, any similar contract, including terms and conditions, terms of use and terms of service, asserted by such individual or entity, or any affiliate thereof, as binding upon any of the Appian Parties.
Appian is continuously updating and changing Procuresight, and reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, Procuresight or any part thereof with or without notice; you agree that Appian shall not be liable to you or to any third party for any modification, suspension or discontinuance of Procuresight or any part thereof. In the event Procuresight or any portion thereof is discontinued, (i) you shall only be responsible for paying fees associated with that portion of Procuresight (if any) that continue to be provided after the effective date of such discontinuance, and (ii) Appian shall refund any fees (if any) paid for provision of the discontinued portion of Procuresight after the effective date of such discontinuance.
Upon any termination, you shall cease using any portion of Procuresight, and within 10 days thereafter permanently delete or destroy all elements of Procuresight within your control; upon request from Appian, you shall certify your compliance with the terms of this paragraph in writing reasonably satisfactory to Appian.
5. Fees. Subject to the terms of any applicable License Agreement, and if you are required to pay fees associated with your use of Procuresight:
You are responsible for the timely payment, using the currency and payment method indicated, of any fees incurred by your use of Procuresight and any services available on the Website or via links to other websites, whether ordered through the Website, the Appian sales team or otherwise. If applicable, you give Appian express authorization to place a preauthorization to hold such fees and initiate recurring charges to or debits from your electronic payment provider for all fees owed on the due date. If you owe any past due fees to the Appian or its affiliate pursuant to any prior Agreement(s), you hereby authorize Appian to charge to or debit from your electronic payment provider a one-time payment, or initiate recurring charges to or debits from such provider, in either case, to satisfy such past due fees.
Appian reserves the right to change the nature and amount of fees charged for access to Procuresight, payment frequency, and acceptable methods of payment at any time, with reasonable advanced notice of any such changes.
The fees paid for subscriptions are non-refundable, regardless of whether the subscription is terminated, or recurring debits or charges are canceled, prior to the end of the then-current term or billing period. No partial term refunds will be provided for mid-term cancellations.
Appian may send invoices for such fees by email, postal mail, or both. All payments received after the due date may be subject to a late payment charge of 1% per month. In all cases, all fees payable under these Terms of Use shall be paid in full without any right of set-off or deduction. Appian may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment, or elsewhere will be construed as an accord or satisfaction. The fees do not include value added, sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to Procuresight. Appian shall not be bound to use any third-party payment vendor and any fees by such vendors or costs incurred from such credit card payments may be added to the amounts payable hereunder. At Appian’s option, you shall pay any such taxes or additional fees directly or pay them to Appian immediately upon invoicing by Appian. Appian may be required to collect sales tax in some jurisdictions, and recurring charges will include such sales tax if applicable.
You must notify Appian about any billing problems or discrepancies within 30 days after charges first appear on the account statement; if it is not brought to Appian’s attention within such period, you agree to waive the right to dispute such problems or discrepancies.
It is your responsibility to keep current your contact and billing information (including phone number, email address, credit card numbers, etc.).
6. Feedback. Procuresight may include opportunities for users to submit, upload, post, email or otherwise transmit information about how to improve the Procuresight service, or to add information about solicitations or contracts for which you have personal knowledge or to add or correct information in Procuresight (“Feedback”).
All Feedback, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such content originated. You, and not Appian, are entirely responsible for your Feedback, and for making any redactions necessary to protect any confidential or sensitive information relating to third parties. Appian has no obligation to monitor or screen Feedback and is not responsible for Feedback. However, Appian reserves the right, in its sole discretion, to monitor Feedback, refuse to post Feedback, edit Feedback or delete Feedback at any time for any reason or no reason.
With respect to all Submitted Content you elect to submit, upload, post, email or otherwise transmit to or via Procuresight, you grant Appian and its licensees a royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, communicate to the public by telecommunications, make available, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, rent and take any other action with respect to such Feedback (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. You further acknowledge and agree that Appian may preserve any such Feedback and may also disclose such Feedback in its sole discretion. The foregoing license is without restrictions of any kind and without payment due from Appian.
You also hereby forever waive and agree never to assert any and all “moral rights”, “droit moraux”, or any similar right you may have in or with respect to any Feedback under judicial or statutory law of any country in the world, or under any treaty.
You represent and warrant that: the Feedback is accurate to the best of your knowledge; you own or have the full right, power and authority to grant to Appian use of and rights in and to all Feedback that you submit, upload, post, email or otherwise transmit to or via Procuresight; your license of such content to Appian hereunder does not, and the use or license of such content by Appian to third parties will not, infringe any right or interest owned or possessed by any third party; there are no claims, judgments or settlements to be paid by you, or pending claims or litigation, relating to such Feedback; and the Feedback is free of any viruses, Trojan horses, or other malware.
7. Free Trial. From time to time, in Appian’s sole discretion, Appian may offer free trials to Procuresight. Appian will specifically notify the users of their eligibility, as applicable. Unless terminated sooner by Appian, any free trial shall last for the length of time specified in the correspondence from Appian. The terms set forth in that correspondence, combined with these Terms of Use, shall constitute a binding agreement between Appian and the user relating to such user’s access to and use of Procuresight.
8. Access, Passcodes, and Security.
Procuresight may only be accessed by authorized users who have agreed to these Terms of Uses and solely using the user names and passwords applicable to such users (“Authorized Users”). Authorized Users must maintain the confidentiality of their user names and passwords and may not share them with or allow them to be used by any other person.
Unauthorized attempts to defeat or circumvent passwords or other security features, or Procuresight for other than intended purposes, or obtain, alter, damage or destroy information or otherwise to interfere with the system of its operation, are not permitted and may result in a loss of access to Procuresight. You agree to notify Appian via email at info@appian.com immediately if you become aware of any unauthorized use of any password, any authorized use of Procuresight, or any other breach of security.
If you create any settings, saved searches, fields or functions in Procuresight or input, add or export any data into or from Procuresight, Appian shall not have any liability or responsibility for any such information or the loss, destruction or use by third parties thereof; it is your responsibility to make back-up copies of such information.
If you cause a technical disruption of Procuresight, you agree to be responsible for any and all liabilities, costs and expenses (including reasonable attorneys’ fees, fines, and costs of enforcement) arising from or related to that disruption.
9. Ownership. You acknowledge that Appian and its licensors have and shall retain exclusive ownership of all proprietary rights to Procuresight, including all United States, United Kingdom, Canadian, European Union or other international intellectual property and other rights such as patents, trademarks, copyrights and trade secrets. This is a license agreement and not an agreement for sale. You shall have no right or interest in any portion of Procuresight except the right to use Procuresight as set forth in these Terms of Use and any License Agreement between you and Appian. You acknowledge that Procuresight constitutes the valuable property and confidential and copyrighted information of Appian and its licensors and agree to (a) comply with all copyright, trademark, trade secret, patent, contract and other laws necessary to protect all rights in such information, (b) not challenge Appian’s and its licensors’ ownership of (or the validity or enforceability of their rights in and to) such information, and (c) not remove, conceal, obliterate or circumvent any copyright or other rights management information, notice, license or anti-piracy technological measure included in Procuresight. You shall be liable for any violation of the provisions of these Terms of Use and, if applicable, the License Agreement by your employees, contractors, affiliates and agents and for any unauthorized use of Procuresight by such persons. You may not use or reproduce any trademark, service mark or trade name of Appian or its licensors without Appian’s written consent.
NOTICE -- U.S. Government Rights/Commercial Technical Data and Software Unpublished, Rights Reserved Under the Copyright Laws of the United States. Procuresight contains commercial technical data and computer software that have been privately developed and are regularly sold commercially under a license or lease agreement restricting their use, disclosure and reproduction. In accordance with FAR part 12, as well as other applicable U.S. law and regulations, use, reproduction, disclosure and dissemination of this commercial technical data and computer software are governed strictly in accordance with Appian’s commercial agreements, including these Terms of Use.
10. Other Websites; Third Party Data Providers.
For your convenience, Procuresight may include links to other websites, some of them owned and operated by Appian and some of them owned and operated by third parties. Under no circumstances shall Appian be deemed to be associated or affiliated with, or viewed as endorsing or sponsoring, any third-party websites or any service or product that may be offered through such websites. Appian has not necessarily reviewed any or all of the content of such other websites, does not guarantee the accuracy or timeliness of such websites, and expressly disclaims responsibility for the content and services available therein. Different terms, conditions, and privacy notices may apply to your use of any linked websites. It is your responsibility to review any such terms, conditions, and privacy notices in connection with your use of any such websites. Any issues or disputes that may arise with respect to any such websites shall solely be between you and the applicable third party.
You acknowledge that Procuresight includes data sourced from various providers. Appian has not necessarily reviewed any or all of the content from such providers, does not guarantee the accuracy of such content, and expressly disclaims responsibility for such content.
11. No Warranties. ALTHOUGH APPIAN MAKES REASONABLE EFFORTS TO PROVIDE ACCURATE INFORMATION WITHIN PROCURESIGHT, PROCURESIGHT AND ALL PARTS THEREOF ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. THE APPIAN PARTIES DO NOT MAKE, AND HEREBY EXPRESSLY EXCLUDE AND DISCLAIM, ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (a) MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, QUIET ENJOYMENT AND NO ENCUMBRANCES OR LIENS, (b) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF PROCURESIGHT, (c) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (d) PROCURESIGHT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY APPIAN PERSONNEL, (e) THAT ACCESS TO OR USE OF PROCURESIGHT WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE, AND (f) AS TO ANY TITLE OR NON-INFRINGEMENT. ANY RELIANCE UPON PROCURESIGHT IS AT YOUR OWN RISK.
12. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, APPIAN WILL NOT BE LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY INCLUDING WITHOUT LIMITATION THOSE ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN PROCURESIGHT, OR ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN PROCURESIGHT, REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, OR FOR ANY UNAUTHORIZED USE OF PROCURESIGHT.
NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, AND TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, IN NO EVENT WILL THE AGGREGATE, CUMULATIVE LIABILITY OF APPIAN FOR ANY AND ALL REASONS TO ANY PARTY FOR DAMAGES, DIRECT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, PROCURESIGHT, OR A SEPARATE LICENSE AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO APPIAN UNDER THE RELEVANT LICENSE AGREEMENT DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE. RECOVERY OF THIS AMOUNT SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY APPLICABLE DAMAGES.
TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, UNDER NO CIRCUMSTANCES WILL APPIAN BE LIABLE FOR LOST PROFITS HOWSOEVER ARISING OR FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL OR ANY OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF, BASED ON, RESULTING FROM, OR IN CONNECTION THESE TERMS OF USE, PROCURESIGHT, OR YOUR USE OR INABILITY TO USE ANY OF THE FOREGOING, EVEN IF APPIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES IN THIS PARAGRAPH IS INDEPENDENT OF THE EXCLUSIVE REMEDY DESCRIBED ABOVE AND SURVIVES IN THE EVENT SUCH REMEDY FAILS.
13. Assignment. Your obligations hereunder are binding on your successors, legal representatives and assigns. You may not assign, sublicense or otherwise transfer (by operation of law or otherwise) these Terms of Use, or any rights to use Procuresight, in whole or in part, without the prior written consent of Appian.
14. Privacy.
Appian may send to you and your employees email communications Appian determines may be relevant to you, including without limitation communications about new features or products, product updates and other marketing content. You may opt out of marketing messages to the extent required by law.
Appian is committed to respecting the privacy of your personal information in connection with your use of Procuresight. Appian takes great care to keep your personal information confidential and secure. However, the Internet is not a totally secure medium of communication. For this reason, Appian cannot guarantee the privacy of any information you input on Procuresight, send to Appian, or request be delivered to you on the Internet. Appian will not be responsible for any damages you or others may suffer as a result of the loss of confidentiality of any such information.
Appian will not sell your personal or usage information to third parties without seeking your consent.
15. Notices. Except as otherwise expressly provided herein, all notices to Appian given hereunder must be in writing and delivered by registered or certified mail (return receipt requested, where available) or delivered by a well-recognized overnight courier to Appian Corporation, 7950 Jones Branch Drive, McLean VA 22102, attention: General Counsel.
16. Force Majeure. Appian shall not have any liability for any damages resulting from any failure to perform any obligation hereunder or from any delay in the performance thereof due to causes beyond Appian’s control, including industrial disputes, acts of God or government, public enemy, war, fire, pandemic, epidemic, other casualty, failure of any link or connection whether by computer or otherwise, or failure of technology or telecommunications or other method or medium of storing or transmitting Procuresight.
17. Choice of Law; Jurisdiction. These Terms of Use and your use of this Product shall be governed by and construed under the laws of Virginia without regard to choice of law principles except as to Federal agencies, in which case, Federal law should govern. Unless otherwise agreed to in writing, the federal and state courts located in the Fairfax County, Virginia shall be the exclusive jurisdiction for any action brought against Appian in connection with these Terms of Use or use of Procuresight. You irrevocably consent to the jurisdiction and venue of the federal and state courts located in Fairfax County, Virginia, and to the jurisdiction of the federal, provincial and/or state courts located in any State or Province where you are located, for any action brought against you in connection with these Terms of Use or use of Procuresight.
18. Changes to these Terms of Use. Appian reserves the right, in Appian’s complete and sole discretion, to change these Terms of Use at any time by posting revised terms on Procuresight. It is your responsibility to check periodically for any changes Appian may make to Procuresight and these Terms of Use. Your continued use of this Product following the posting of changes to these terms or other policies means you accept the changes.
19. Miscellaneous.
The parties are independent contractors, and nothing in these Terms of Use will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between them.
These Terms of Use contain the entire understanding of the parties with respect to Procuresight and supersede any prior oral or written statements and documents with respect to such subject matter, provided that these Terms of Use do not supersede any written License Agreement between the parties.
The failure of Appian at any time to require full performance of any provision hereof will in no manner affect Appian’s right at a later time to enforce the same.
Each party acknowledges its responsibilities in accordance with applicable anti-bribery and anti-corruption legislation, and represents and warrants that it has not, and will not offer, give, solicit or accept any bribe from any person, organization or Appian with the intent to coerce or induce a person, organization or Appian to act improperly in the course of their duties.
If any provision of these Terms of Use not being of a fundamental nature is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of these Terms of Use will not be affected. If a provision is held to be invalid, illegal or otherwise unenforceable, it shall be deemed to be replaced with an enforceable provision that retains the intent and benefits of the original provision.
Headings are for reference only.
Any provision of these Terms of Use that by its nature should survive expiration or termination of these Terms of Use shall survive expiration or termination of these Terms of Use, including without limitation restrictions imposed on you with respect to information or materials viewed and/or downloaded in respect of Procuresight and the disclaimers, indemnities, waivers, releases and limitations of liabilities set forth herein.
The use of and access to Procuresight is available only to individuals who can enter into legally binding contracts under applicable law.
Last Revised: April 10, 2024