Terms & Conditions

2.1Information Intermediary

SourcingGPT operates exclusively as an AI-powered information intermediary and SaaS platform. We provide technology tools designed to assist users in discovering potential suppliers, estimating shipping logistics, generating RFQs, and exploring related services. As the platform evolves, we may also surface opportunities related to logistics support, trade finance, manufacturing management, compliance, and testing and certification.

2.2Not a Supplier, Broker, or Agent

SourcingGPT is not a supplier, manufacturer, distributor, freight forwarder, customs broker, financial institution, or insurance provider. We do not manufacture, store, inspect, certify, or ship any products. We do not act as an agent, broker, or intermediary for either Customer or any supplier in any transaction. Any and all transactions, negotiations, contracts, or communications you enter into with third-party suppliers, manufacturers, logistics providers, or service providers discovered through our Platform are conducted solely between you and that third party. Company has no involvement in, control over, or responsibility for such transactions.

2.3No Endorsement of Suppliers

The inclusion, display, or recommendation of any supplier, manufacturer, or service provider on the Platform does not constitute an endorsement, guarantee, or recommendation by SourcingGPT. We do not verify the identity, financial stability, manufacturing capabilities, regulatory compliance, product quality, or business practices of any third party listed on or accessible through the Platform.

3.1License Grant

Subject to the terms of this Agreement and timely payment of all applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license during the Subscription Term to access and use the Services solely for Customer’s internal business purposes, in accordance with the Documentation and the applicable Order Form.

3.2Authorized Users

Customer may permit Authorized Users to access and use the Services, provided that the number of Authorized Users does not exceed the number of user seats specified in the applicable Order Form. Customer is responsible for all acts and omissions of its Authorized Users. Any breach of this Agreement by an Authorized User shall be deemed a breach by Customer. Customer shall ensure that each Authorized User maintains the confidentiality of their login credentials and shall promptly notify Company of any unauthorized access or use.

3.3Use Restrictions

Customer shall not, and shall not permit any Authorized User or third party to:

• copy, modify, or create derivative works of the Services or any part thereof;
• reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any third party;
• remove, delete, alter, or obscure any trademarks, warranties, disclaimers, or proprietary rights notices from the Services or Documentation;
• use the Services for any purpose that is unlawful, harmful, fraudulent, or in violation of any applicable law or regulation;
• use the Services to build a competitive product or service, or to benchmark the Services against a competitive product or service;
• scrape, crawl, or use automated bots to extract supplier data, AI Outputs, or any other content from the Platform;
• use the Services in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use of the Services;
• share, resell, or redistribute AI Outputs or supplier data obtained through the Platform to third parties for commercial purposes without the Company’s prior written consent; or
• use the Platform to source illegal, prohibited, sanctioned, or highly regulated goods without proper authorization and compliance with all applicable laws.

3.4Reservation of Rights

Company reserves all rights not expressly granted to Customer in this Agreement. Nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Company IP.

4.1Subscription Plans

Company offers the following Subscription Plans, the details of which (including features, user limits, and pricing) are set forth on the Site and in the applicable Order Form:

Customer acknowledges that the features and limitations of each Subscription Plan are subject to change, and that the information presented on the Site at the time of purchase shall govern.

4.2Billing Options

Customer may choose between the following billing options:

• Annual Subscription: Billed once every twelve (12) months, in advance.
• Monthly Subscription: Billed in monthly installments, in advance.

4.3Payment Authorization

Customer agrees to pay all fees specified in the applicable Order Form. By providing a payment method, Customer authorizes Company to charge the designated credit card or payment instrument for all fees due under this Agreement, including recurring charges on each billing cycle. The initial payment shall be processed at the time Customer places the order.

4.4Refunds and Withdrawal Rights

If you are a consumer located in the European Union, you may have a legal right to withdraw from your subscription within fourteen (14) days of purchase without providing a reason.

By purchasing a subscription and requesting immediate access to the Services, you expressly consent to the immediate performance of the Services and acknowledge that you thereby lose your right of withdrawal once the Services have been fully performed.

If you exercise your right of withdrawal before the Services are fully performed, you may be entitled to a partial refund for the portion of Services not yet delivered.

Except as required by applicable law, all other fees are non-refundable.

4.5Billing and Payment Disputes

If you believe a charge has been made in error, please contact us at billing@sourcinggpt.ai and we will work with you in good faith to resolve the issue promptly.

Nothing in this Agreement limits your statutory rights to dispute a transaction with your payment provider where applicable under law.

4.6Taxes

All fees are exclusive of any taxes, levies, duties, or similar governmental assessments (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with purchases under this Agreement, excluding taxes based on Company’s net income.

4.7Fee Changes

Company reserves the right to modify its fees upon at least thirty (30) days’ prior written notice to Customer. Such notice may be provided by email or by posting a notice on the Site. Customer’s continued use of the Services after the effective date of any fee change constitutes acceptance of the new fees. If Customer does not agree to the new fees, Customer’s sole remedy is to cancel the subscription before the next billing cycle.

5.1Nature of AI-Generated Outputs

Customer acknowledges and agrees that AI Outputs are produced by Company’s proprietary algorithms and are based on a combination of Company’s proprietary data, Third-Party Data, and Customer Data. AI Outputs are provided for informational and reference purposes only and do not constitute professional, legal, financial, commercial, or sourcing advice. Company does not guarantee that AI Outputs will be accurate, complete, reliable, current, error-free, or suitable for any particular purpose. AI technology is inherently probabilistic and may produce results that are inaccurate, incomplete, or misleading.

5.2Customer's Duty to Independently Verify

Customer bears sole responsibility for independently verifying all AI Outputs before making any business decisions, entering into any contracts, or placing any orders based on such outputs. This includes, without limitation, verifying supplier credentials, product specifications, pricing, regulatory compliance, and quality standards through Customer’s own due diligence processes.

5.3Third-Party Data Disclaimer

The Services incorporate Third-Party Data from sources including supplier databases, product catalogs, and third-party logistics providers. Company does not own, control, or independently verify Third-Party Data and makes no representations or warranties regarding its accuracy, completeness, timeliness, or fitness for any particular purpose. Third-Party Data may be outdated, incomplete, or incorrect. Customer’s use of Third-Party Data is at Customer’s sole risk.

5.4Shipping Estimates

Estimated shipping times and costs generated by the Services are based on data provided by third-party logistics service providers and on Customer Data. These estimates are approximations only and are not binding commitments, quotes, or guarantees. Actual shipping times and costs may vary significantly from the estimates provided due to factors including carrier availability, customs delays, port congestion, weather events, regulatory changes, and other circumstances beyond Company’s control. Company is not liable for any loss or damage arising from reliance on shipping estimates.

5.5RFQ Generation

The Services may enable Customer to generate RFQs and transmit them to suppliers identified through the Platform. Customer acknowledges that: (a) RFQs are generated based on a combination of Company’s proprietary data, Third-Party Data, and Customer Data; (b) Company does not review, approve, endorse, or guarantee the content or accuracy of any RFQ; (c) any response received from a supplier is the sole responsibility of that supplier; and (d) Company makes no representations or warranties regarding any supplier’s response, pricing, or ability to fulfill orders.

6.1Transactions Are Solely Between Customer and Supplier

The Services may facilitate Customer’s ability to identify and communicate with suppliers. Any order placed with a supplier, any contract entered into with a supplier, and any transaction conducted with a supplier constitutes a transaction solely between Customer and the applicable supplier. Company is not a party to any such transaction and shall have no liability whatsoever arising from or related to any such transaction.

6.2Limitation of Responsibility

To the fullest extent permitted by applicable law, Company shall not be liable for any losses arising from transactions between Customer and third-party suppliers, including product quality, delivery, pricing, or compliance issues.

Nothing in this Agreement excludes or limits liability where such exclusion is not permitted by applicable law, including liability for death, personal injury, fraud, or gross negligence.

6.3Assumption of Risk

Customer expressly assumes all risks associated with engaging, negotiating, contracting, and transacting with any third-party supplier, manufacturer, or service provider discovered through the Platform. Customer acknowledges that international sourcing and manufacturing inherently involve significant risks, including but not limited to quality control challenges, communication barriers, regulatory differences, shipping delays, currency fluctuations, and geopolitical risks.

6.4Customer's Due Diligence Obligation

Customer is solely responsible for conducting all necessary due diligence before engaging with any supplier, including but not limited to: verifying the supplier’s identity, legal status, and business licenses; inspecting product samples; conducting factory audits; obtaining independent quality inspections; verifying regulatory compliance and certifications; and negotiating appropriate contractual protections directly with the supplier.

7.1Company IP

As between Company and Customer, Company owns and retains all right, title, and interest in and to the Company IP, including all intellectual property rights therein. Nothing in this Agreement shall be construed to transfer any intellectual property rights from Company to Customer.

7.2Customer Data

As between Company and Customer, Customer owns and retains all right, title, and interest in and to Customer Data. Customer hereby grants Company a non-exclusive, worldwide, royalty-free license to use, host, reproduce, process, and display Customer Data solely to the extent necessary to provide the Services and to fulfill Company’s obligations under this Agreement.

7.3Aggregate Data

Company may collect, use, and disclose Aggregate Data for any lawful business purpose, including to improve, develop, and enhance the Services and to generate industry benchmarks and analytics. Company retains all right, title, and interest in and to Aggregate Data.

7.4Feedback

If Customer provides Feedback, Customer hereby grants Company a perpetual, irrevocable, royalty-free, worldwide license to use, exploit, and incorporate such Feedback for any business purpose without any obligation of compensation or attribution to Customer.

8.1Definition

8.2Obligations

The Receiving Party shall: (a) use the Confidential Information only for the purposes of this Agreement; (b) not disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent, except to employees, contractors, and agents bound by confidentiality obligations at least as protective as those herein; and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

8.3Exceptions

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates in seeking a protective order.

9.1Company Warranties

Company warrants that: (a) it has the right to enter into this Agreement and to grant the licenses set forth herein; (b) the Services will perform materially in accordance with the Documentation during the Subscription Term; and (c) it will comply with all applicable laws in providing the Services.

9.2Customer Warranties

Customer warrants that: (a) it has the right to enter into this Agreement; (b) it has obtained all necessary rights and consents to submit Customer Data; and (c) its use of the Services will comply with all applicable laws and regulations.

9.3Disclaimer of Warranties

10.1Indemnification by Company

Company shall defend Customer against any third-party claim alleging that the Services, as provided by Company and used in accordance with this Agreement, infringe any third-party patent, copyright, trademark, or trade secret, and shall pay all damages finally awarded against Customer or agreed to in a settlement by Company, provided that Customer: (a) promptly notifies Company in writing of the claim; (b) grants Company sole control over the defense and settlement; and (c) provides Company with all reasonable assistance.

10.2Indemnification by Customer

Customer shall defend, indemnify, and hold harmless Company, its affiliates, officers, directors, employees, and agents against any third-party claim arising from: (a) Customer Data, including any allegation that Customer Data infringes any third-party intellectual property rights or violates any applicable law; (b) Customer’s breach of this Agreement; (c) Customer’s use of the Services in a manner not authorized by this Agreement; (d) Customer’s interactions, contracts, negotiations, or disputes with any supplier, manufacturer, or third-party service provider; (e) any products sourced, manufactured, or sold by Customer, including product liability claims; (f) Customer’s use of or reliance on AI Outputs; and (g) any chargeback or payment dispute initiated by Customer, including all associated fees, costs, and expenses.

11.1Exclusion of Consequential Damages

In no event shall either party be liable to the other party for any indirect, incidental, special, exemplary, consequential, or punitive damages, including but not limited to loss of profits, revenue, business, data, goodwill, anticipated savings, or business opportunities, arising out of or related to this agreement, whether based on contract, tort, strict liability, or any other legal theory, even if such party has been advised of the possibility of such damages.

11.2Limitation of Liability

To the fullest extent permitted by applicable law, Company’s total liability shall not exceed the total fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim.

This limitation does not apply to liability that cannot be limited under applicable law, including liability for fraud, gross negligence, or personal injury.

11.3Essential Basis of the Bargain

The parties acknowledge that the limitations of liability in this Section 11, the disclaimers in Section 9.3, and the release of liability in Section 6 reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties, without which Company would not have entered into this Agreement. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.

11.4No Liability for Third-Party Actions

Without limiting the foregoing, company shall have no liability whatsoever for any acts, omissions, products, services, or conduct of any third-party supplier, manufacturer, logistics provider, or service provider, whether or not such third party was discovered, recommended, or contacted through the platform.

12.1Term

This Agreement commences on the date Customer first accepts it and continues until all Subscription Terms have expired or been terminated.

12.2Automatic Renewal

Unless Customer provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, the Subscription Term shall automatically renew for successive periods equal to the original Subscription Term at Company’s then-current fees.

12.3Termination for Cause

Either party may terminate this Agreement upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice; or (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to any bankruptcy or similar proceeding.

12.4Termination by Company

Company may immediately suspend or terminate Customer’s access to the Services, without liability, if: (a) Customer initiates an unjustified chargeback or payment dispute; (b) Customer violates the Use Restrictions in Section 3.3; (c) Customer’s use of the Services poses a security risk to the Platform or other users; or (d) Company is required to do so by law.

12.5Effect of Termination

Upon termination or expiration: (a) all rights and licenses granted to Customer shall immediately terminate; (b) Customer shall immediately cease all use of the Services; (c) each party shall promptly return or destroy the other party’s Confidential Information; and (d) termination shall not relieve Customer of its obligation to pay any fees accrued or payable prior to the effective date of termination. No refunds or credits shall be issued upon termination for any reason.

12.6Survival

Sections 1, 2, 4.4, 4.5, 5, 6, 7, 8, 9.3, 10, 11, 12.5, 12.6, and 13 shall survive any termination or expiration of this Agreement.

14.2Dispute Resolution

Nothing in this Agreement shall limit your right, as a consumer, to bring claims before the courts of your country of residence where such rights are granted under applicable law.

14.3Class Action Waiver

To the fullest extent permitted by law, customer agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. Customer waives any right to participate in a class action lawsuit or class-wide arbitration against company.

14.4Entire Agreement

This Agreement, together with all Order Forms and any documents incorporated herein by reference (including the Privacy Policy and Cookie Policy), constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, proposals, representations, and understandings.

14.5Amendments

Company reserves the right to modify this Agreement at any time. Company will provide at least thirty (30) days’ prior written notice of any material changes, which may be provided by email or by posting a notice on the Site. Customer’s continued use of the Services after the effective date of any modification constitutes acceptance of the modified Agreement. If Customer does not agree to the modified terms, Customer’s sole remedy is to terminate the subscription before the next billing cycle.

14.6Assignment

Customer may not assign or transfer this Agreement or any rights or obligations hereunder without Company’s prior written consent. Company may freely assign this Agreement. Any attempted assignment in violation of this section shall be null and void.

14.7Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

14.8Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

14.9No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein shall create or be deemed to create any third-party beneficiary rights. Without limiting the foregoing, no supplier, manufacturer, or other third party shall be deemed a beneficiary of this Agreement.

14.10Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations to the extent caused by circumstances beyond such party’s reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, or internet service provider failures.

14.11Notices

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by nationally recognized overnight courier to the addresses specified in the applicable Order Form or as otherwise notified in writing.

14.12Electronic Acceptance

Customer agrees that clicking “I Accept,” completing an online order, or using the Services constitutes an electronic signature and acceptance of this Agreement with the same legal force and effect as a handwritten signature.