Terms of Service

These Terms of Service (the "Terms") govern access to and use of the Procurapr website, dashboard, applications, databases, alerts, search tools, workflows, APIs, and related services (collectively, the "Service") provided by Stackz LLC, a Puerto Rico company ("Company," "we," "us," or "our").

By creating an account, clicking to accept, or accessing or using the Service on or after the Effective Date, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

1. Eligibility and Authority

You may use the Service only if you are legally capable of entering into a binding agreement. If you access or use the Service on behalf of a company, organization, or other entity, you represent and warrant that you have full authority to bind that entity to these Terms, and "you" will include that entity.

2. Nature of the Service

The Service is a software-based information organization, monitoring, workflow, and research tool designed to collect, index, normalize, structure, organize, monitor, search, filter, and present procurement-related information, public notices, and related records obtained from publicly accessible third-party sources.

Those sources may include publicly accessible procurement portals, agency websites, public databases, public notices, and related information systems operated by government entities, public agencies, public bodies, public procurement sources, and other publicly accessible third-party sources.

The Service may also provide dashboards, alerts, summaries, classifications, tags, calendars, search tools, saved views, analytics, monitoring features, workflow tools, and related functions intended to help users review and work with publicly accessible information in a more efficient and structured manner.

Fees charged for the Service are charged for access to the Service's software features, organization layer, presentation layer, monitoring tools, workflow tools, search tools, analytics, and related functionality. Users are not paying for ownership of public records, exclusive access to underlying source materials, or any transfer of rights in underlying publicly accessible information.

3. Public Information and Third-Party Sources

The Service is designed to help users discover, review, monitor, and work with information that has been made publicly accessible by third-party sources. However:

• third-party sources remain responsible for publishing and maintaining their own information;
• the relevant government entity, public agency, issuing body, or other authoritative source remains the official source of record;
• the availability, accessibility, format, completeness, accuracy, and timeliness of source information may change at any time without notice;
• certain records, attachments, supporting documents, or related materials may remain subject to source-specific terms, conditions, registration requirements, access restrictions, fees, or other limitations imposed by the source; and
• the Service may not capture, display, preserve, or update every record, amendment, attachment, deadline, or change published by a source.

The Company does not claim ownership over public records or publicly accessible source materials solely because they are referenced, linked, indexed, summarized, classified, extracted, or organized through the Service.

4. No Government Affiliation or Endorsement

Unless expressly stated otherwise in writing, the Company is not affiliated with, endorsed by, sponsored by, or acting on behalf of any government entity, public agency, public body, public procurement source, or third-party service provider referenced through the Service.

Any reference to a source, agency, public body, or other third party is provided solely for identification, attribution, or source-description purposes.

5. Source of Record and User Verification

The Service is provided for convenience, efficiency, organization, and workflow support. Users are solely responsible for independently verifying any information they rely on through the applicable official source or other authoritative source before acting on it.

Without limitation, users must independently verify any:

• solicitation, notice, or bid opportunity;
• addendum, amendment, or update;
• deadline, closing date, opening date, or schedule;
• eligibility, licensing, registration, certification, or qualification requirement;
• scope of work, technical requirement, or submission instruction;
• document availability;
• deposit, fee, bond, or pricing requirement;
• agency contact information; or
• award-related information.

The Company is not responsible for missed deadlines, lost opportunities, disqualification, compliance failures, submission errors, procurement losses, business interruptions, or any decision made in reliance on information presented through the Service without independent verification.

6. No Legal, Procurement, or Professional Advice

The Service is provided for informational, research, monitoring, and workflow purposes only. Nothing in the Service constitutes legal advice, procurement advice, compliance advice, tax advice, financial advice, or other professional advice.

No attorney-client, fiduciary, advisory, or similar relationship is created by your use of the Service.

7. Accounts and Security

You may be required to create an account to access certain features. You agree to provide accurate and complete information, maintain the confidentiality of your login credentials, and promptly update account information as needed.

You are responsible for all activity occurring under your account, whether or not authorized by you, until you notify us of unauthorized use. You must promptly notify us at oficial@stackzpr.com if you believe your account has been compromised or accessed without authorization.

8. Fees, Billing, and Subscription Terms

Certain portions of the Service may require payment. By purchasing or using a paid plan, you agree to pay all applicable fees, taxes, and charges associated with the Service.

Unless otherwise stated in a separate written agreement:

• fees are charged for access to the Service and its software-enabled organization, monitoring, workflow, analytics, and presentation features;
• fees do not transfer ownership of underlying source materials to you;
• subscriptions may renew automatically until canceled;
• fees are non-refundable except as required by law or expressly stated by the Company; and
• we may change fees or pricing prospectively upon notice.

Additional billing, renewal, cancellation, payment, and plan-specific terms may appear in an order form, subscription page, invoice, or billing policy and are incorporated into these Terms where applicable.

9. Limited License and Permitted Use

Subject to these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service solely for your internal business or professional use and only in accordance with these Terms.

You may use the Service to search, review, organize, monitor, compare, annotate, and manage information made available through the Service for lawful purposes related to procurement, research, market monitoring, business development, diligence, compliance review, and related operational workflows.

10. Prohibited Conduct

You may not, and may not permit any third party to:

• use the Service for any unlawful, fraudulent, misleading, deceptive, abusive, or unauthorized purpose;
• reproduce, mirror, republish, license, sublicense, sell, resell, lease, distribute, or commercially exploit the Service or its outputs except as expressly authorized in writing;
• scrape, crawl, harvest, extract, copy, or systematically download data or content from the Service by automated means without our prior written consent;
• use the Service to build, train, support, benchmark, or improve a competing product, competing service, competing dataset, or derivative database;
• reverse engineer, decompile, disassemble, or attempt to derive the source code, architecture, organization logic, or underlying structure of the Service, except to the limited extent prohibited by applicable law;
• interfere with, degrade, disrupt, or compromise the integrity, performance, security, or availability of the Service;
• bypass or attempt to bypass authentication, rate limits, access restrictions, security controls, or technical safeguards;
• remove, alter, or obscure proprietary notices, source attributions, disclaimers, or identifying marks presented through the Service;
• falsely imply that any output of the Service is the official publication or official record of a government entity or public agency;
• use the Service in a way that infringes, misappropriates, or violates the rights of the Company, any source, or any third party; or
• use the Service in a manner that creates legal, regulatory, operational, or reputational risk for the Company.

11. Intellectual Property and Service Rights

11.1 Company Rights

The Service, including its software, interfaces, visualizations, design, arrangement, compilation, organization logic, extraction logic, taxonomies, categories, tags, summaries, normalized fields, alerts, monitoring features, analytics, database structures, workflows, and related original elements, is owned by the Company or its licensors and is protected by applicable intellectual property and other laws.

These Terms do not transfer any ownership rights in the Service to you.

11.2 Third-Party and Public Materials

The Service may reference, link to, display, extract from, summarize, or organize public records, public notices, publicly accessible source materials, and other third-party materials. Rights in those materials remain with their respective owners, publishers, agencies, issuers, or rightsholders to the extent applicable.

The Company claims rights only in the Service itself and in the Company's own original selection, coordination, presentation, structuring, transformation, organization, and related contributions to the extent permitted by law.

12. Derived Data, Summaries, and Classifications

The Service may generate or display extracted fields, normalized records, classifications, tags, summaries, alerts, timelines, calendar dates, fit indicators, or other derived or machine-assisted outputs.

These outputs are provided for convenience and may contain errors, omissions, ambiguities, duplicates, outdated information, incomplete extractions, or incorrect categorizations. They are not a substitute for reviewing the underlying official or authoritative source.

13. Source Changes, Restrictions, and Content Removal

We may modify, suspend, limit, remove, or discontinue any part of the Service at any time, with or without notice.

Without limitation, we may remove content, limit access to particular records or source categories, restrict features, suspend accounts, or change how information is displayed if:

• a source changes its access rules, publication practices, technical requirements, or permitted uses;
• a source requests removal, limitation, or review;
• we receive a complaint, takedown request, subpoena, court order, cease-and-desist demand, or similar legal or regulatory notice;
• continued availability would create legal, compliance, operational, security, or reputational risk; or
• we determine in good faith that continued display, storage, extraction, or organization of certain content is no longer appropriate.

We are not liable for any unavailability, removal, interruption, delay, loss of access, or change in the Service resulting from source changes, publication changes, legal risk, third-party actions, system failures, or similar circumstances.

14. Compliance With Source Requirements

Your use of the Service does not grant you any ownership interest in, or independent right to use, any third-party source materials beyond whatever rights may otherwise be available to you under applicable law or the source's own terms and conditions.

If your use of information obtained through the Service is subject to source-specific terms, filing requirements, procurement rules, or legal obligations, you are solely responsible for complying with them.

15. User Content

If the Service allows you to upload, submit, store, or create notes, comments, internal records, saved searches, attachments, annotations, or other materials ("User Content"), you retain your rights in your User Content.

You grant the Company a non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, display, transmit, and use User Content solely as necessary to operate, secure, maintain, improve, and provide the Service.

You represent and warrant that you have all rights necessary to provide User Content and that your User Content does not violate any law or third-party rights.

16. Feedback

If you provide feedback, suggestions, ideas, feature requests, or recommendations regarding the Service, we may use them without restriction or compensation to you.

17. Privacy

Your use of the Service is also subject to our Privacy Policy, which will be made available through the Service or website and will be incorporated into these Terms by reference when published.

18. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, QUIET ENJOYMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, CURRENT, SECURE, OR FREE OF HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT:

• the Service will capture, preserve, or display every relevant notice, solicitation, attachment, amendment, or deadline;
• any information made available through the Service is complete, accurate, current, or fit for a particular purpose;
• any source will remain publicly accessible or continue publishing information in the same format;
• any deadline, classification, extraction, summary, or requirement shown through the Service is correct; or
• use of the Service will result in any contract award, procurement success, qualification, compliance outcome, or business benefit.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OPPORTUNITY, PROCUREMENT POSITION, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO PARTS OF THIS SECTION MAY NOT APPLY TO YOU.

20. Indemnification

You agree to defend, indemnify, and hold harmless the Company and its officers, directors, members, managers, employees, contractors, affiliates, licensors, and service providers from and against any claims, demands, actions, proceedings, liabilities, damages, judgments, settlements, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• your access to or use of the Service;
• your violation of these Terms;
• your User Content;
• your misuse, republication, redistribution, or reliance on information obtained through the Service;
• your violation of any law, regulation, procurement rule, or third-party right; or
• any dispute between you and a third party arising from your use of the Service.

21. Injunctive Relief

You acknowledge that unauthorized use of the Service, misuse of the Company's organization layer, or violation of the Company's intellectual property or access restrictions may cause irreparable harm for which monetary damages may be inadequate. In such cases, the Company may seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law or in equity.

22. Suspension and Termination

We may suspend, restrict, or terminate your access to the Service immediately, with or without notice, if we determine that:

• you have violated these Terms;
• your use creates legal, compliance, security, or operational risk;
• continued access is not commercially, technically, or legally feasible; or
• suspension or termination is appropriate in response to a complaint, legal notice, source restriction, or third-party demand.

Upon termination, your right to use the Service will immediately cease. Sections that by their nature should survive termination will survive, including provisions relating to intellectual property, disclaimers, liability limitations, indemnification, injunctive relief, governing law, dispute resolution, and general terms.

23. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of Puerto Rico, without regard to conflict-of-law principles.

Any dispute arising out of or relating to these Terms or the Service shall be brought exclusively in the courts of Puerto Rico having competent jurisdiction, and each party consents to the jurisdiction of those courts, unless a separate written agreement between the parties provides otherwise.

24. Changes to These Terms

We may revise these Terms from time to time. If we make material changes, we may provide notice through the Service, by email, or by other reasonable means. Updated Terms will become effective on the date stated above unless otherwise specified.

Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of the updated Terms.

25. General Terms

These Terms constitute the entire agreement between you and the Company regarding the Service, except for any separate written agreement, order form, enterprise agreement, or subscription agreement entered into by the parties.

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

No waiver of any provision of these Terms will be deemed a further or continuing waiver of that provision or any other provision.

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, or operation of law.

26. Contact Information

For questions, notices, or legal communications regarding these Terms or the Service, contact: