SmartPRICE Terms of Service

1. Acceptance of Terms

These Terms of Service (the "Terms") govern access to and use of SmartPRICE websites, web applications, login portals, demo environments, pilot environments, customer-specific environments, subdomains, documentation, reports, exports, and related services made available by or on behalf of The Rehancement Group, Inc. ("TRG," "we," "us," or "our") unless a separate written agreement expressly states otherwise.

By accessing or using SmartPRICE, creating an account, submitting a demo request, participating in a pilot, logging into a SmartPRICE environment, or otherwise using the Services, you agree to these Terms on behalf of yourself and, if applicable, the organization you represent.

If you are using SmartPRICE on behalf of an employer, agency, contractor, or other organization, you represent that you have authority to bind that organization to these Terms. If you do not agree to these Terms, do not access or use SmartPRICE.

2. SmartPRICE Overview

SmartPRICE is a secure web application for procurement, sourcing, price research, vendor comparison, market analysis, audit support, and related business workflows. SmartPRICE allows authorized users to upload parts lists, select matching strategies, choose vendor sources, run automated lookups, review normalized results, access run history, and export results for downstream review.

SmartPRICE is intended to support government, government contractor, commercial, private-sector, nonprofit, education, and other organizational users. Unless a written agreement provides otherwise, SmartPRICE outputs are decision-support materials only. They do not replace professional judgment, procurement judgment, acquisition review, legal review, competition requirements, pricing analysis, source selection obligations, or any customer-specific compliance requirements.

3. Definitions

• "Services" means SmartPRICE websites, applications, environments, documentation, reports, exports, support, and related services provided by or on behalf of TRG.
• "User" means any individual or organization that accesses or uses the Services.
• "User Data" means data, files, text, parts lists, manufacturer names, product descriptions, input prices, account information, search terms, and other content submitted to or processed through the Services by or on behalf of a User.
• "Outputs" means pricing results, vendor links, match results, reports, analytics, exports, run history, metadata, and other information generated by or through SmartPRICE.
• "Written Agreement" means an order form, statement of work, subscription agreement, pilot agreement, government contract, task order, purchase order, nondisclosure agreement, or other written agreement signed or otherwise accepted by TRG and the applicable customer.

4. Authorized Use and User Eligibility

The Services may be used only by authorized users for lawful procurement, sourcing, market research, pricing, supply chain, contracting, audit support, or related business purposes. You may not use the Services for personal consumer use, unlawful activity, unauthorized data collection, harassment, fraud, security testing without written permission, or any activity that violates these Terms or an applicable Written Agreement.

TRG may provide access through public website pages, demo forms, restricted login accounts, pilots, subscriptions, government contracts, customer-specific environments, or other access methods. Access rights are limited, revocable, non-exclusive, non-transferable, and subject to these Terms and any applicable Written Agreement.

5. Accounts and Credentials

Users are responsible for maintaining the confidentiality of account credentials and for all activity that occurs under their accounts. Users may not share credentials, permit unauthorized access, bypass access controls, misrepresent identity or affiliation, or use another person's account without authorization.

You must promptly notify TRG of any suspected unauthorized access, credential compromise, or security incident involving SmartPRICE. TRG may suspend or restrict access if TRG reasonably believes an account or use of the Services creates a security, legal, operational, or contractual risk.

6. User Data and Customer Ownership

As between TRG and the applicable customer, the customer retains ownership of User Data submitted to SmartPRICE. Subject to these Terms and any applicable Written Agreement, the customer grants TRG a limited right to host, process, transmit, store, analyze, display, and use User Data as needed to operate, secure, support, maintain, troubleshoot, and improve the Services and to generate Outputs requested by the customer or User.

Users are responsible for ensuring they have the rights and permissions needed to submit User Data to SmartPRICE. Users are also responsible for the accuracy, quality, legality, and appropriateness of User Data.

7. Sensitive Data Restrictions

Unless TRG expressly agrees in writing that a specific SmartPRICE environment is approved for a particular data type, Users must not upload, submit, or process the following through SmartPRICE:

• Classified information.
• Controlled Unclassified Information (CUI).
• Export-controlled technical data or International Traffic in Arms Regulations (ITAR) data.
• Protected health information, personal financial information, payment card data, Social Security numbers, or similar regulated personal information.
• Credentials, passwords, secrets, API keys, private tokens, database connection strings, or security keys.
• Data that a User is not authorized to upload, share, or process through the Services.

If a customer requires SmartPRICE to handle regulated, sensitive, controlled, or government-restricted data, that requirement must be addressed in a separate Written Agreement before such data is submitted.

8. Third-Party Service Providers, AI Processing, and Infrastructure

SmartPRICE may use third-party service providers, including cloud hosting, data storage, security, analytics, artificial intelligence, vendor-access, proxy, browser automation, monitoring, and infrastructure providers, to operate, secure, maintain, support, and improve the Services.

To generate Outputs, SmartPRICE may process User Data, search terms, part numbers, manufacturer names, product descriptions, pricing information, run metadata, and related data through these service providers. TRG does not authorize Users to upload restricted or sensitive data unless TRG has expressly agreed in writing that the applicable SmartPRICE environment is approved for that data type.

Additional details regarding data handling, privacy, subprocessors, or security commitments may be provided in a Privacy Policy, Written Agreement, security documentation, data processing addendum, or customer-specific documentation, as applicable.

9. Outputs and User Responsibility

Outputs are generated from User Data, selected matching strategies, vendor sources, available marketplace data, third-party services, vendor website availability, and SmartPRICE processing logic. Outputs may include vendor prices, vendor links, match indicators, confidence scores, pricing history, reports, exports, and other results.

TRG does not guarantee that Outputs will be complete, current, accurate, compliant, available, error-free, or suitable for any specific procurement, sourcing, contracting, audit, pricing, or business decision. Vendor prices, product availability, product descriptions, shipping charges, taxes, fees, terms, and website content may change at any time.

Users are responsible for independently reviewing, validating, and documenting any Output before relying on it for procurement, sourcing, acquisition, price reasonableness, negotiations, compliance, audit, proposal, contract, or business decisions.

10. Third-Party Vendor Sources

SmartPRICE may access or reference third-party marketplaces, vendor websites, APIs, product pages, search results, and other external sources. TRG does not control those third-party sources and is not responsible for their content, availability, pricing, product descriptions, website changes, errors, outages, access restrictions, or terms.

Users are responsible for reviewing vendor source pages and applicable vendor terms before making purchases or business decisions. Inclusion of a vendor source, vendor listing, or product result in SmartPRICE does not imply endorsement, guarantee, compliance determination, source selection approval, or availability.

11. Acceptable Use Restrictions

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

• Access or use the Services except as authorized by TRG.
• Copy, scrape, crawl, harvest, mirror, frame, index, or bulk download the Services, Outputs, documentation, source code, workflows, UI, database content, vendor connector logic, or other SmartPRICE materials except as expressly authorized.
• Reverse engineer, decompile, disassemble, reconstruct, or attempt to discover source code, algorithms, models, matching logic, system design, data schemas, vendor connector implementation, or non-public functionality except to the extent such restriction is prohibited by law.
• Use the Services to build, train, benchmark, or improve a competing product or service without TRG's prior written consent.
• Share accounts, bypass authentication, probe vulnerabilities, interfere with the Services, introduce malware, attempt unauthorized access, or degrade performance.
• Remove, obscure, or alter copyright, trademark, proprietary, confidentiality, attribution, or other notices.
• Use the Services in a manner that violates law, regulation, contract, procurement rule, third-party right, or these Terms.
• Submit data that is unlawful, infringing, misleading, malicious, unauthorized, or outside the permitted data scope of the applicable SmartPRICE environment.

12. Compliance with Laws

Users must use the Services in compliance with applicable laws, regulations, and contractual obligations, including procurement rules, export control laws (including the Export Administration Regulations and, where applicable, the International Traffic in Arms Regulations), U.S. sanctions and restricted-party requirements administered by the Department of the Treasury's Office of Foreign Assets Control, data protection and privacy laws, government ethics rules, records retention requirements, and applicable agency or customer policies.

Users are responsible for obtaining any license, approval, clearance, or authorization required for their use of the Services, their User Data, any Outputs, and any resulting procurement, sourcing, or business decision. TRG may suspend or restrict access where TRG reasonably believes continued access would violate applicable law or sanctions requirements.

13. TRG Intellectual Property

TRG and its licensors own all right, title, and interest in and to the Services, including SmartPRICE, the SmartPRICE name, software, source code, object code, user interfaces, workflows, templates, databases, data models, vendor connectors, matching logic, analytics, documentation, website content, designs, reports, trade secrets, know-how, and other materials created or provided by TRG.

Except for the limited access rights expressly granted by TRG, no rights are granted to Users by implication, estoppel, or otherwise. Users may not copy, modify, distribute, sell, sublicense, host, make available, create derivative works of, or commercially exploit the Services or TRG materials except as expressly authorized in writing by TRG.

TRG does not claim ownership of User Data submitted by customers or Users, except that TRG may use User Data as permitted by these Terms and any applicable Written Agreement.

14. Feedback

Users may provide feedback, suggestions, ideas, requests, comments, or recommendations regarding SmartPRICE. Unless otherwise stated in a Written Agreement, TRG may use feedback without restriction or compensation to improve, develop, market, operate, and support SmartPRICE and related services, provided that TRG will not publicly disclose customer confidential information in doing so.

15. Confidentiality

Users may receive access to non-public SmartPRICE information, including demos, documentation, workflows, screenshots, performance information, technical information, pricing, roadmap information, and other TRG materials. Users must protect non-public TRG information with reasonable care and may use it only for authorized evaluation, procurement, pilot, subscription, contract, or business purposes.

TRG will protect User Data and customer confidential information in accordance with these Terms, applicable Written Agreements, and TRG's applicable security and privacy practices. Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, independently developed without use of confidential information, lawfully received from a third party without restriction, or required to be disclosed by law or valid legal process.

16. Privacy

Use of SmartPRICE may involve collection and processing of account information, demo request information, contact information, User Data, usage information, technical logs, run metadata, and related data. TRG's Privacy Policy, when published, will provide additional information regarding privacy practices.

Where a Written Agreement includes specific privacy, data protection, security, or data processing terms, those terms will control to the extent they conflict with these Terms.

17. Security

TRG uses reasonable administrative, technical, and organizational measures designed to operate and protect the Services. However, no system, service, transmission, storage method, or security control can be guaranteed to be completely secure.

Users must comply with account security requirements, restrict access to authorized personnel, use accurate account information, and promptly report suspected security issues. Users must not attempt to test, bypass, disable, or interfere with SmartPRICE security controls without TRG's prior written authorization.

18. Availability, Maintenance, and Changes

TRG may update, modify, suspend, restrict, or discontinue portions of the Services as needed for security, maintenance, operations, legal compliance, vendor source changes, customer requirements, roadmap changes, or other business reasons. SmartPRICE may be affected by cloud service interruptions, third-party service outages, vendor website changes, vendor access limitations, internet connectivity, browser automation issues, rate limits, or other external factors.

Unless a Written Agreement states otherwise, TRG does not guarantee uninterrupted availability, specific uptime, vendor source availability, specific processing times, or continued availability of any particular feature, connector, vendor source, integration, or environment.

19. Suspension and Termination

TRG may suspend or terminate access to the Services if TRG reasonably believes that a User or customer has violated these Terms, violated an applicable Written Agreement, created a security or operational risk, failed to pay applicable fees, used the Services unlawfully, or accessed the Services without authorization.

Upon termination, Users must stop using the Services and must delete or return TRG confidential information as required by the applicable Written Agreement. Terms that by their nature should survive termination will survive, including provisions regarding intellectual property, confidentiality, restrictions, disclaimers, limitation of liability, indemnification, governing law, notices, and dispute provisions.

20. Fees and Paid Services

Fees, payment terms, subscription terms, pilot terms, capacity, support, hosting, scope, and service levels are governed by the applicable Written Agreement. These Terms do not independently create an obligation for TRG to provide paid services, continued access, specific features, support levels, or specific capacity unless those commitments are included in a Written Agreement.

21. Warranties and Disclaimers

To the maximum extent permitted by law and except as expressly provided in a Written Agreement, the Services and Outputs are provided "as is" and "as available." TRG disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, availability, and uninterrupted or error-free operation.

TRG does not warrant that the Services or Outputs will meet any specific procurement, sourcing, pricing, audit, acquisition, compliance, commercial, technical, or operational requirement unless expressly stated in a Written Agreement.

22. Limitation of Liability

To the maximum extent permitted by law and except as expressly provided in a Written Agreement, TRG will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost savings, lost business opportunity, loss of data, procurement delay, contract loss, reputational harm, or cost of substitute services, even if TRG has been advised of the possibility of such damages.

For free, evaluation, demonstration, beta, or pilot access provided without a separate Written Agreement, TRG's total liability arising out of or related to the Services will not exceed one hundred dollars ($100).

For paid subscriptions or services provided under an order form, statement of work, subscription agreement, pilot agreement, government contract, task order, purchase order, or other Written Agreement, TRG's liability will be governed by that Written Agreement. If no Written Agreement specifies a liability cap, TRG's total liability will not exceed the fees paid to TRG for the applicable SmartPRICE Services during the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law or by an applicable government contract.

23. Indemnification

To the extent permitted by law and any applicable Written Agreement, Users and customers will defend, indemnify, and hold harmless TRG and its officers, directors, employees, agents, affiliates, subcontractors, and service providers from and against claims, damages, liabilities, losses, costs, and expenses arising from or related to User Data, unauthorized use of the Services, violation of these Terms, violation of law, infringement or misappropriation of third-party rights, misuse of Outputs, or use of the Services outside the authorized scope.

For federal, state, local, tribal, or other government customers, indemnification obligations apply only to the extent permitted by applicable law and the applicable government contract.

24. Government Customers and Written Agreement Precedence

If SmartPRICE is provided under a government contract, task order, purchase order, prime contract, subcontract, schedule contract, pilot agreement, or other Written Agreement, that Written Agreement controls to the extent it conflicts with these Terms.

Nothing in these Terms is intended to modify procurement laws, appropriations law, sovereign immunity, inspection rights, audit rights, data rights, security requirements, federal acquisition regulations, agency-specific terms, or other mandatory government contract requirements that apply to a government customer or government contractor engagement.

Except as expressly required by an applicable government contract or mandatory law, nothing in these Terms requires a government customer to indemnify TRG, pay TRG's attorney fees, agree to automatic renewal, waive sovereign immunity, accept a governing law inconsistent with federal law, or accept any other term that is prohibited by applicable procurement law or a mandatory federal, state, or local contract clause.

25. Customer References and Marketing Use

TRG will not use a customer's name, logo, agency seal, trademark, or identifiable procurement data in public marketing materials, press releases, case studies, or customer references without the customer's prior written consent.

TRG may describe SmartPRICE capabilities and aggregate, de-identified, non-identifying usage information in marketing, sales, business development, product, or investor materials, provided such materials do not identify the customer or disclose customer confidential information.

26. Accessibility

TRG intends for SmartPRICE to support accessible use and will consider applicable accessibility requirements, including Section 508 requirements where applicable to a federal customer engagement. Customers should contact TRG regarding specific accessibility requirements for a pilot, deployment, or contract.

Unless a Written Agreement states otherwise, no specific accessibility conformance level, testing result, remediation timeline, or certification is promised by these Terms alone.

27. Force Majeure

Neither party will be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, war, terrorism, civil unrest, government action, changes in law, power or internet failures, cloud service outages, third-party service failures, vendor website changes, denial-of-service attacks, cyber incidents not caused by the affected party's failure to use reasonable safeguards, or other events outside the affected party's reasonable control. The affected party will use commercially reasonable efforts to mitigate the impact of the event.

28. Assignment

Users may not assign or transfer their rights or obligations under these Terms without TRG's prior written consent. TRG may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, change of control, or transfer of the SmartPRICE business or platform. Any attempted assignment in violation of this section is void.

29. Notices

TRG may provide notices by email, through the Services, by posting to the SmartPRICE website, through account notifications, or by other reasonable means. Notices are effective when sent, posted, or made available unless a Written Agreement states otherwise.

Legal notices to TRG must be sent to SmartPRICE@rehancement.com and, if required by a Written Agreement, to the mailing address or legal notice address specified in that Written Agreement. Routine product support requests, demo requests, or sales communications are not legal notices.

30. Governing Law and Venue

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to conflict of law principles, except where superseded by an applicable Written Agreement or government contract. Subject to any applicable Written Agreement or government contract, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Virginia for disputes arising out of or relating to these Terms or the Services.

31. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. The invalid, illegal, or unenforceable provision will be replaced or interpreted to the maximum extent permitted by law to achieve the original intent of the provision as closely as possible.

32. No Waiver

TRG's failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. A waiver must be in writing and signed by an authorized representative of the party granting the waiver.

33. Entire Agreement

These Terms, together with any applicable Privacy Policy, Acceptable Use Policy, order form, pilot agreement, subscription agreement, statement of work, government contract, task order, purchase order, nondisclosure agreement, or other Written Agreement, constitute the entire agreement between the parties regarding the Services. If there is a conflict between these Terms and a separately executed Written Agreement, the Written Agreement controls to the extent of the conflict.

34. Changes to These Terms

TRG may update these Terms from time to time. Updated Terms may be posted on the SmartPRICE website, made available through the Services, sent by email, or provided through another reasonable notice method. Unless a Written Agreement states otherwise, continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms.

35. Contact

Questions about these Terms or SmartPRICE may be directed to:

The Rehancement Group, Inc. SmartPRICE Team 3060 Williams Drive, Suite 3049 Fairfax, VA 22031 Email: