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Terms of Service

Effective Date: January 1, 2025 · Last Updated: January 1, 2025

1. Acceptance of Terms

By accessing or using the services provided by Cronwell Inc. (“Cronwell,” “we,” “us,” or “our”), including our website at cronwell.ai, our procurement platform, AI agents, and all related tools and features (collectively, the “Services”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, do not use the Services.

2. Eligibility

The Services are intended for business use by organizations and their authorized representatives. By using the Services, you represent that you are at least 18 years of age and have the authority to bind the organization on whose behalf you are accessing the Services.

3. Account Registration

To access certain features, you must create an account. You agree to provide accurate, current, and complete information, and to keep your account credentials confidential. You are responsible for all activity under your account. Notify us immediately at info@cronwell.ai if you suspect unauthorized access.

4. Use of Services

4.1 Permitted Use

You may use the Services for lawful procurement activities, including sourcing, supplier management, purchase order tracking, and related business operations, in accordance with these Terms and any applicable subscription agreement.

4.2 Prohibited Use

You agree not to:

  • Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
  • Reverse-engineer, decompile, or disassemble any part of the Services
  • Interfere with or disrupt the integrity or performance of the Services
  • Attempt to gain unauthorized access to the Services or related systems
  • Use the Services to transmit malicious code, spam, or harmful content
  • Resell, sublicense, or make the Services available to unauthorized third parties
  • Use automated means to scrape or extract data from the Services beyond authorized API usage

5. Subscription and Payment

Access to the Services is provided on a subscription basis as outlined in your order form or subscription agreement. Fees are due as specified and are non-refundable except as expressly stated in your agreement. We reserve the right to modify pricing with 30 days' written notice prior to your next renewal period.

6. Your Data

6.1 Ownership

You retain all rights, title, and interest in the data you submit to the Services (“Customer Data”). Cronwell does not claim ownership of your Customer Data.

6.2 License

You grant Cronwell a limited, non-exclusive license to use, process, and store your Customer Data solely to provide and improve the Services. This includes using anonymized, aggregated data for analytics, benchmarking, and product improvement purposes.

6.3 Data Security

We maintain commercially reasonable security measures, including SOC 2 Type II certified controls, to protect Customer Data. Our data handling practices are further described in our Privacy Policy.

7. AI-Powered Features

The Services include AI-powered features, including our procurement agent (“Scout”), automated quote analysis, and sourcing recommendations. While we strive for accuracy, AI-generated outputs are provided as decision-support tools and should not be relied upon as the sole basis for business decisions. You are responsible for reviewing and approving all actions taken through AI-assisted workflows.

8. Reverse Auctions and Sourcing

Cronwell facilitates reverse auctions and sourcing events between buyers and suppliers. Cronwell acts as a technology platform and is not a party to any procurement transaction. You are solely responsible for the terms, conditions, and performance of any agreements entered into through the platform.

9. Intellectual Property

The Services, including all software, algorithms, designs, text, graphics, and trademarks, are the property of Cronwell or its licensors and are protected by intellectual property laws. These Terms do not grant you any rights to use Cronwell's trademarks, logos, or branding without prior written consent.

10. Third-Party Integrations

The Services may integrate with third-party systems (ERP, PLM, email, messaging platforms). Your use of such integrations is subject to the respective third party's terms of service. Cronwell is not responsible for the availability, accuracy, or security of third-party services.

11. Limitation of Liability

To the maximum extent permitted by law, Cronwell shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunity, arising from your use of or inability to use the Services. Our total liability for any claim arising from these Terms shall not exceed the fees you paid to Cronwell in the twelve (12) months preceding the claim.

12. Disclaimer of Warranties

The Services are provided “as is” and “as available” without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Cronwell does not warrant that the Services will be uninterrupted, error-free, or completely secure.

13. Indemnification

You agree to indemnify and hold Cronwell harmless from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from your use of the Services, violation of these Terms, or infringement of any third-party rights.

14. Termination

Either party may terminate the Services in accordance with the applicable subscription agreement. Cronwell may suspend or terminate your access immediately if you breach these Terms. Upon termination, your right to access the Services ceases, and we will make your Customer Data available for export for 30 days, after which it may be deleted.

15. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved exclusively in the state or federal courts located in New York County, New York.

16. Changes to Terms

We may update these Terms from time to time. We will provide notice of material changes by posting the updated Terms on our Site or notifying you by email. Continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

17. Contact Us

If you have questions about these Terms, please contact us at:

Cronwell Inc.
25 W 45th St., New York, NY
info@cronwell.ai