Terms of Service

By accessing and using Picari ("the Platform," "Service," "we," "us," or "our"), you accept and agree to be bound by these Terms of Service ("Terms"). Picari is an AI-powered software evaluation platform that connects buyers with vendors through guided briefings, structured bake-offs, and secure private reviews.

These Terms apply to all users of the Platform, including:

• Buyers: Individuals or organizations seeking software solutions
• Vendors: Software companies listed on the Platform
• Sellers: Sales representatives acting on behalf of vendors

If you are using the Platform on behalf of an organization, you represent that you have authority to bind that organization to these Terms. If you do not agree to these Terms, please do not use our services.

Picari provides the following services:

• The Briefing: A guided discovery flow that helps scope software needs and provides a tailored shortlist of vendors
• Vendor Matching: Intelligent matching to software solutions based on buyer requirements
• Private Reviews: Private spaces for buyers and vendors to communicate and evaluate solutions
• Vendor Portal: Tools for vendors and sellers to manage leads, respond to inquiries, and track deals
• Evaluation Tools: Features to compare solutions, take notes, and make informed decisions

These services are designed to facilitate software evaluation and purchasing decisions, but do not replace your own due diligence, professional advice, or independent verification.

To use Picari, you must create an account. You agree to:

• Provide accurate and complete registration information
• Maintain the security of your account credentials
• Notify us immediately of any unauthorized access
• Be responsible for all activities under your account
• Use a valid business email address for account registration
• Not share your account credentials with others

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe pose a security risk.

As a Buyer on Picari, you agree to:

• Provide accurate information about your software requirements and buying authority
• Engage in good faith with vendors you've been matched with
• Keep evaluation room communications confidential
• Provide honest feedback and evaluations
• Not use the Platform solely to gather competitive intelligence
• Respect vendors' time, intellectual property, and proprietary information
• Conduct your own due diligence before making purchasing decisions

Buyer Anonymity: Picari allows buyers to remain anonymous during initial vendor interactions. By using this feature, you acknowledge that your identity may be revealed to vendors at later stages of the deal process or upon your consent.

Purchasing Decisions: You acknowledge that any purchasing decisions you make are solely your responsibility. Picari does not guarantee the quality, suitability, or performance of any vendor or product listed on the Platform.

As a Vendor on Picari, you agree to:

• Provide accurate and up-to-date information about your products and pricing
• Respond to buyer inquiries in a timely and professional manner
• Not misrepresent your product capabilities, integrations, or features
• Respect buyer anonymity until identity is voluntarily revealed
• Not contact buyers outside the Platform without their consent
• Comply with all applicable data protection and privacy regulations
• Not engage in deceptive or unfair business practices

Lead Quality: Picari strives to provide qualified leads, but makes no guarantees regarding lead conversion, deal closure, or revenue outcomes. Vendors acknowledge that buyer engagement levels may vary.

Listing Accuracy: Vendors are solely responsible for the accuracy and completeness of all information provided about their products and services. Picari reserves the right to remove or modify listings that contain inaccurate, misleading, or incomplete information.

As a Seller (sales representative) on Picari, you agree to:

• Accurately represent your authority to act on behalf of your vendor organization
• Maintain professional conduct in all buyer interactions
• Not make unauthorized commitments or promises on behalf of your vendor
• Not solicit buyers for products or services outside your assigned vendor
• Keep all buyer information confidential and use it only for legitimate sales purposes
• Not share account credentials or transfer accounts without authorization

Account Ownership: Seller accounts are associated with vendor organizations. Upon termination of your employment or relationship with a vendor, your access may be revoked and account ownership transferred to the vendor organization.

All users agree to use the Platform only for lawful purposes. You agree NOT to:

• Use the Platform to spam, harass, or deceive other users
• Misrepresent your identity, role, or buying/selling authority
• Share confidential information from private reviews with unauthorized parties
• Attempt to circumvent any security features or access controls
• Use automated tools to scrape or collect data from the Platform
• Violate any applicable laws, regulations, or third-party rights
• Engage in any activity that could damage Picari's reputation or business
• Introduce malware, viruses, or other harmful code
• Interfere with or disrupt the Platform or its infrastructure

Private reviews are designed to facilitate productive buyer-vendor conversations. All participants agree to:

• Communicate professionally and respectfully
• Keep all private review communications and documents strictly confidential
• Respond to messages in a reasonable timeframe
• Not share private review content externally without explicit consent from all parties
• Report any inappropriate behavior to Picari immediately

Confidentiality Enforcement: Unauthorized disclosure, sharing, or misuse of private review information, including buyer identities, requirements, communications, pricing discussions, or documents, is a serious violation of these Terms. Such violations may result in immediate account suspension or termination, and Picari reserves the right to pursue any available legal remedies to protect user confidentiality.

Data Retention: Private review data may be retained for a reasonable period after closure for security, support, and dispute resolution purposes, as described in our Privacy Policy.

Our Briefing provides recommendations based on the information you provide and our matching algorithms. By using our AI features, you acknowledge and agree that:

• AI-generated recommendations are for informational purposes only and are provided as suggestions to assist your evaluation process
• AI outputs may be incomplete, inaccurate, or outdated, and should not be relied upon as the sole basis for any decision
• AI recommendations do not constitute legal, financial, technical, procurement, or professional advice
• You are solely responsible for independently verifying all information, claims, and recommendations before making purchasing decisions
• We make no guarantees regarding the accuracy, suitability, or completeness of AI-generated content
• The AI may not have access to the most current vendor information, pricing, or product updates

No Liability for AI Outputs: Picari shall not be liable for any decisions made, actions taken, or outcomes resulting from reliance on AI recommendations. You agree to conduct your own due diligence and seek appropriate professional advice where necessary.

Picari displays information about software vendors and their products. You acknowledge and agree that:

• Picari does not independently verify vendor-provided information, claims, or representations
• We are not responsible for the accuracy of vendor descriptions, pricing, product capabilities, integrations, or performance claims
• Vendor information may be outdated, incomplete, or inaccurate
• Inclusion of a vendor on the Platform does not constitute an endorsement, recommendation, or guarantee of quality
• Buyers are solely responsible for conducting their own due diligence regarding any vendor or product
• Any transactions, contracts, or agreements between buyers and vendors are solely between those parties

Picari acts as a facilitator of connections and communications, not as a party to any transaction or agreement between buyers and vendors.

By using Picari, whether as an individual user, a company representative, or a vendor, you grant Picari a non-exclusive, royalty-free, worldwide license to use, display, and reproduce your company name, logo, and trademarks for the following purposes:

• Identifying your organization as a user or participant on the Picari platform
• Displaying on our website, including customer/vendor directories and case studies
• Including in sales presentations, pitch decks, and investor materials
• Featuring in marketing materials, social media, press releases, and advertising
• Showcasing in promotional content demonstrating platform usage and adoption

This license does not imply any formal endorsement, partnership, or affiliation beyond your use of the Platform. Picari will use your brand assets in a manner consistent with your brand guidelines where reasonably available.

Opt-out: You may revoke this permission at any time by sending a written request to hello@picari.ai. Upon receipt, we will remove your logo from future materials within 30 days, though existing distributed materials may continue to circulate.

All content, features, functionality, software, designs, and trademarks of the Platform are owned by Picari and are protected by intellectual property laws. You may not copy, modify, distribute, sell, or create derivative works without explicit written permission.

Your Content: You retain ownership of content you submit (messages, evaluations, notes, documents). By submitting content, you grant us a non-exclusive, worldwide, royalty-free license to use, store, process, and display that content as necessary to provide our services and improve the Platform.

While we strive to provide reliable service, you acknowledge and agree that:

• We do not guarantee uninterrupted, continuous, or error-free access to the Platform
• The Platform may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control
• Features may be modified, suspended, or discontinued at any time without notice
• We are not liable for any loss or damage resulting from Platform unavailability or performance issues

Certain features of Picari may be offered free of charge, while others may require payment. You acknowledge and agree that:

• Picari reserves the right to introduce paid features, subscription plans, or premium services at any time
• Pricing for any paid features may be modified with reasonable notice
• Free features may be converted to paid features or discontinued
• If you choose to use paid features, you agree to pay all applicable fees and charges

We will provide reasonable advance notice of any material changes to pricing or the introduction of fees for previously free features.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the fullest extent permitted by applicable law, Picari expressly disclaims all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties regarding the accuracy, reliability, or completeness of any content, recommendations, or information
• Warranties regarding Platform availability, uptime, or uninterrupted service
• Warranties regarding the quality of any vendor matches or recommendations
• Warranties regarding vendor performance, product quality, or suitability
• Warranties that the Platform will meet your specific requirements or expectations

Your use of the Platform is at your sole risk. We do not warrant that the Platform will be secure, error-free, or free from viruses or other harmful components.

Exclusion of Certain Damages: To the maximum extent permitted by applicable law, Picari, its affiliates, officers, directors, employees, agents, and licensors shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to:

• Loss of profits, revenue, data, or business opportunities
• Damages resulting from purchasing decisions or vendor relationships
• Damages arising from evaluation room communications or disclosures
• Damages resulting from reliance on AI recommendations
• Damages caused by unauthorized access to your account or data
• Damages resulting from Platform unavailability or performance issues

Cap on Liability: In no event shall Picari's total aggregate liability to you for all claims arising out of or related to these Terms or your use of the Platform exceed the greater of: (a) the total fees paid by you to Picari in the twelve (12) months preceding the claim, or (b) one hundred US dollars (USD $100).

These limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise), even if Picari has been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

You agree to indemnify, defend, and hold harmless Picari, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Platform
• Your violation of these Terms
• Your violation of any applicable laws, regulations, or third-party rights
• Your infringement of any intellectual property or proprietary rights of any third party
• Any breach of confidentiality or unauthorized disclosure of evaluation room data
• Any content you submit, post, or transmit through the Platform
• Any dispute between you and any other user, vendor, or third party

Picari reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

Governing Law: These Terms and any disputes arising out of or related to them or your use of the Platform shall be governed by and construed in accordance with the laws of Ireland, without regard to its conflict of law principles.

Jurisdiction: You agree that any legal action or proceeding arising out of or related to these Terms or your use of the Platform shall be brought exclusively in the courts located in Dublin, Ireland. You consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

Informal Resolution: Before initiating any formal legal proceedings, you agree to first contact us at hello@picari.ai to attempt to resolve the dispute informally. We will make reasonable efforts to resolve disputes within 30 days of receiving notice.

We reserve the right to suspend or terminate your access to the Platform at any time, with or without cause, and with or without notice, including for violations of these Terms or conduct we deem harmful to the Platform or other users.

You may also close your account at any time by contacting us. Upon termination:

• Your right to use the Platform ceases immediately
• We may delete your account data in accordance with our Privacy Policy
• Provisions that by their nature should survive (including disclaimers, limitations of liability, indemnification, and governing law) shall remain in effect

Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Picari regarding your use of the Platform.

Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment: You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign our rights and obligations without restriction.