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Privacy Policy

Effective date: july 2025

Procuria Inc. — Sourcing Marketplace Web Application
Effective Date: August 12, 2026

This Privacy Policy describes how Procuria Inc., a Delaware corporation with its registered operational address at 4201 West Rochelle, #1038, Las Vegas, Nevada 89103 (“Procuria,” “we,” “us,” or “our”), collects, uses, discloses, and protects information in connection with our website, web application, application programming interfaces, intake forms, and related online tools (collectively, the “Platform”).

This Privacy Policy should be read together with our Terms of Service, into which it is incorporated by reference. Capitalized terms used but not defined in this Privacy Policy have the meanings given in the Terms of Service. For clarity: “Procuria Engine Data,” as used in Section 6.3 of the Terms of Service, has the meaning given in Section 5 of this Privacy Policy, and the “enhanced confidentiality and use protections” for engineering materials referenced in Section 7 of the Terms of Service are set out in Section 4 of this Privacy Policy.

By using the Platform, you acknowledge that you have read and understood this Privacy Policy. If you have questions about anything here — especially before sharing engineering files or other sensitive information with us — contact us at privacy@procuria.ai, and we will be glad to walk you through our practices

Table of Contents

01

Who We Are

02

Information We Collect

03

How We Use Information

04

Engineering Files

05

Procuria Engine Data

06

How We Share Information

07

Cookies, Analytics, and Tracking

08

Marketing Communications and Opt-Out

09

Call and Meeting Recording

10

Security

11

Data Retention

12

International Data Transfers

13

Your Privacy Rights

14

Children’s Privacy

15

Third-Party Sites and Services

16

Changes to This Policy

17

Contact Us
1. WHO WE ARE; SCOPE OF THIS POLICY

Procuria operates a technology-enabled sourcing marketplace that allows Users to submit specifications and engineering files for manufacturing capability indexing, request quotations, and, where a Sales Order is confirmed, place and fulfill purchase orders for manufactured components sourced through Procuria’s vetted network of manufacturing partners. Procuria acts as the sole commercial seller and Merchant of Record for all transactions conducted through the Platform, as further described in our Master Services Agreement.

2. INFORMATION WE COLLECT

2.1 Accurate Information. To access certain features of the Platform, you must register for an account and provide accurate, current, and complete business information, including your legal company name, business address, and the identity and authority of the individual registering the account. You agree to promptly update this information if it changes. 2.2 Right to Deny or Revoke Access. Procuria reserves the absolute right, in its sole and complete discretion, to deny, suspend, or revoke Platform access to any applicant or User, without obligation to provide a reason, including where Procuria reasonably believes that the applicant or User is a direct competitor of Procuria, a manufacturing brokerage or sourcing intermediary seeking to scout, replicate, or compete with Procuria’s network or business model (“Brokerage Scout”), or is otherwise seeking access for purposes other than the legitimate evaluation or procurement of manufacturing services. Factors Procuria may consider in making this determination include, without limitation, the applicant’s stated business purpose, industry, affiliations, domain name, IP address, registration history, and usage patterns, though Procuria is not limited to these factors and is under no obligation to disclose the basis for any determination made under this Section 2.2. 2.3 Account Security. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately at the contact information in Section 18 of any unauthorized use of your account.

3. HOW WE USE INFORMATION

3.1 Automated Quotes Are Estimates Only. Any quotation generated automatically through the Platform’s frontend interface or application programming interface (API) — including quotes generated using Procuria’s proprietary pricing and capacity-matching algorithms — constitutes an initial, non-binding commercial estimate only. Automated quotes are generated based on preliminary information and are subject to change following engineering review, capacity verification, material cost fluctuation, and other factors. 3.2 No Binding Contract Until Sales Order Confirmation. No automated quote, and no submission, cart checkout, or similar action taken through the Platform, creates any binding obligation on Procuria to supply, or on you to purchase, any product or service. A binding contract to supply is formed solely and exclusively upon the issuance of a finalized Sales Order that has been expressly confirmed by an authorized Procuria account executive through Procuria’s internal order management system (including Odoo sale.order records). Upon such confirmation, the Sales Order and Procuria’s Master Services Agreement then in effect shall govern the transaction, as described in Section 4.

4. ENGINEERING FILES: ENHANCED CONFIDENTIALITY AND USE PROTECTIONS

All purchases of manufactured components and related services through the Platform are governed by, and incorporate by reference, Procuria’s Master Services Agreement (the “MSA”), as it may be updated by Procuria from time to time and as supplemented by the applicable Sales Order. These Terms govern your access to and use of the Platform generally. The MSA governs the substantive commercial terms of any confirmed transaction, including pricing, payment, delivery, title and risk of loss, warranty, and liability. In the event of any conflict between these Terms and the MSA with respect to a confirmed transaction, the MSA shall control as to that transaction; these Terms shall otherwise control as to matters of Platform access and conduct.

5. PROCURIA ENGINE DATA

5.1 Two-Part Payment Schedule. As set forth in the MSA, payment of the Total Transaction Amount under a confirmed Sales Order is due in two installments: a fifty percent (50%) upfront deposit invoiced upon Sales Order confirmation, and the remaining fifty percent (50%) final balance (the “Final Balance”), which is automatically invoiced upon verification of the Deliverables’ crossing at the designated United States Port of Entry (“Border Crossing Verification”). 5.2 Consequences of Default. In addition to any rights and remedies available to Procuria under the MSA, if a User fails to satisfy a Final Balance invoice when due following Border Crossing Verification, Procuria may, without notice: (a) immediately suspend that User’s access to the Platform, including access to the quoting engine, order history, and account portal; and (b) treat any deposit paid in connection with the affected Sales Order as forfeited to Procuria to the extent of costs incurred, in each case in accordance with, and subject to, the terms of the MSA. Suspension of Platform access under this Section 5.2 does not relieve the User of its payment obligations under the MSA.

6. HOW WE SHARE INFORMATION; NO SALE OF PERSONAL INFORMATION

6.1 Ownership. The Platform, including its software, source code, user interface, databases, algorithms, and all content, trademarks, and logos appearing on it (excluding User-submitted engineering files addressed in Section 7), is the exclusive property of Procuria or its licensors and is protected by United States and international intellectual property laws. 6.2 Limited License. Subject to your compliance with these Terms, Procuria grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform solely for the purpose of evaluating and procuring manufacturing services for your own business. No other license or right is granted, and you may not sublicense, resell, or otherwise make the Platform available to any third party. 6.3 Prohibited Data Extraction. You are strictly prohibited from using data mining, web scrapers, bots, crawlers, spiders, automated querying tools, browser extensions, or manual systematic extraction techniques, or from otherwise reverse engineering, decompiling, or attempting to derive the underlying methodology of the Platform, for the purpose of accessing, extracting, replicating, or compiling: (a) Procuria’s proprietary shadow-capacity maps or capacity-forecasting models; (b) the identities, locations, or qualifications of manufacturing facilities or supplier nodes within Procuria’s network; (c) Procuria’s internal network logistics, routing, or supply chain intermediation methods; (d) Procuria’s pricing algorithms or capacity-matching methodologies; or (e) any other Procuria Engine Data (as defined in our Privacy Policy). You are further prohibited from circumventing, disabling, or interfering with any authentication mechanism, rate limit, access control, or other security feature of the Platform. 6.4 Remedies. Any violation of Section 6.3 constitutes a material breach of these Terms. Upon any actual or suspected violation, Procuria may immediately suspend or terminate the violating User’s account and access to the Platform without prior notice, and reserves the right to pursue all available legal and equitable remedies, including injunctive relief and recovery of actual, consequential, and, where applicable under a separate agreement, liquidated damages, together with the costs and reasonable attorneys’ fees incurred in enforcing this Section 6.

7. COOKIES, ANALYTICS, AND TRACKING

Any computer-aided design files, specifications, or other engineering materials you submit through the Platform remain your property, subject to the enhanced confidentiality and use protections described in our Privacy Policy and, where applicable, any Non-Disclosure Agreement executed between you and Procuria. Procuria does not claim ownership of your submitted engineering files and uses them solely for the purposes described in those documents.

8. MARKETING COMMUNICATIONS AND OPT-OUT

In addition to Section 6.3, you agree not to: (a) use the Platform for any unlawful purpose or in violation of any applicable export control, customs, or trade compliance law; (b) impersonate any person or entity or misrepresent your affiliation with any person or entity; (c) upload or transmit any virus, malware, or other harmful code; (d) interfere with or disrupt the integrity or performance of the Platform or its underlying infrastructure; or (e) use the Platform to circumvent, or assist any third party in circumventing, any Non-Circumvention Agreement or similar restrictive covenant to which you or your company is a party.

9. CALL AND MEETING RECORDING

The Platform may contain links to, or integrations with, third-party websites, freight-tracking systems, payment processors, or other services that are not owned or controlled by Procuria. We are not responsible for the content, security, or privacy practices of any third-party service, and your use of any such third-party service is at your own risk and subject to that third party’s terms.

10. SECURITY

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PROCURIA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY AUTOMATED QUOTE WILL BE ACCURATE OR WILL RESULT IN A CONFIRMED SALES ORDER ON THE SAME TERMS. NOTHING IN THIS SECTION 10 LIMITS ANY WARRANTY EXPRESSLY PROVIDED UNDER A CONFIRMED SALES ORDER OR THE MSA.

11. DATA RETENTION

EXCEPT WITH RESPECT TO A CONFIRMED TRANSACTION GOVERNED BY THE MSA (WHICH SHALL BE SUBJECT TO THE LIABILITY PROVISIONS OF THE MSA), AND EXCEPT WITH RESPECT TO SECTION 6 AND SECTION 12, PROCURIA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100), OR (B) THE TOTAL FEES, IF ANY, PAID BY YOU FOR ACCESS TO THE PLATFORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL PROCURIA BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF PROCURIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. INTERNATIONAL DATA TRANSFERS

You shall defend, indemnify, and hold harmless Procuria and its officers, directors, employees, and representatives from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your breach of these Terms, including Section 6 (Intellectual Property; Prohibited Data Extraction) or Section 8 (General Prohibited Conduct); (b) your violation of applicable law; or (c) any content or engineering files you submit through the Platform that infringe the intellectual property or other rights of a third party.

13. YOUR PRIVACY RIGHTS

Procuria may suspend or terminate your account and access to the Platform, with or without notice, if we reasonably believe you have breached these Terms, including Section 2.2, Section 5.2, or Section 6, or if we discontinue the Platform generally. You may terminate your account at any time by contacting us at the address in Section 18. Termination of your account does not affect any confirmed Sales Order, which shall continue to be governed by the MSA through completion, nor does it affect any obligation that by its nature should survive termination, including Sections 6, 11, 12, 14, and 15.

14. CHILDREN’S PRIVACY

14.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. 14.2 Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms or your use of the Platform, including its existence, validity, interpretation, performance, breach, or termination, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, before a single arbitrator. The exclusive seat and venue of the arbitration shall be Wilmington, Delaware, and the arbitration shall be conducted in the English language. Any hearing may, at the election of either party or at the arbitrator’s direction, be conducted remotely or electronically by videoconference, with the same legal force and effect as an in-person hearing. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, TO THE FULLEST EXTENT PERMITTED BY LAW. Notwithstanding the foregoing, Procuria may seek temporary or preliminary injunctive relief in aid of arbitration from any court of competent jurisdiction in connection with an actual or threatened violation of Section 6 (Intellectual Property; Prohibited Data Extraction), without waiving its right to arbitrate the underlying dispute.

15. THIRD-PARTY SITES AND SERVICES

These Terms govern your general access to and use of the Platform. To the extent you have executed a Master Services Agreement, Master Purchase Agreement and Non-Circumvention Agreement, Mutual Non-Disclosure Agreement, Memorandum of Understanding for Supplier Network Integration, or other definitive agreement with Procuria, that agreement governs the specific subject matter addressed therein and controls over these Terms in the event of a direct conflict as to that subject matter. These Terms otherwise apply in addition to, and not in place of, any such agreement.

16. CHANGES TO THIS POLICY

Procuria may modify these Terms, or the features and functionality of the Platform, at any time. If we make material changes to these Terms, we will update the Effective Date at the top of this page and, where appropriate, provide additional notice. Your continued use of the Platform following the posting of updated Terms constitutes your acceptance of the changes.

17. CONTACT US

17.1 Entire Agreement. These Terms, together with the MSA, any confirmed Sales Order, and any other definitive agreement referenced in Section 15, constitute the entire agreement between you and Procuria with respect to the Platform and supersede all prior understandings, whether written or oral. 17.2 Assignment. You may not assign or transfer these Terms without Procuria’s prior written consent. Procuria may assign these Terms without your consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. 17.3 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect. 17.4 Waiver. No waiver of any provision of these Terms shall be effective unless in writing. No failure or delay by Procuria in exercising any right under these Terms shall operate as a waiver thereof. 17.5 Force Majeure. Procuria shall not be liable for any interruption or unavailability of the Platform resulting from causes beyond its reasonable control. 17.6 No Third-Party Beneficiaries. These Terms do not create any rights in favor of any third party. 17.7 Electronic Notices. You consent to receive notices from Procuria electronically, including by email or through the Platform, and agree that such electronic notices satisfy any legal requirement that such notices be in writing.

18. CONTACT US

Procuria Inc. 4201 West Rochelle, #1038 Las Vegas, Nevada 89103