Terms of Service

Fairmarkit, Inc. Terms of Service

Last updated on: November 21, 2025

The following terms (“Terms”) govern Your organization’s (“You” or “Your”) use of the website at https://fairmarkit.com/ (the “Website”) which is maintained by Fairmarkit, Inc., including its subsidiaries and affiliates (“Fairmarkit”). By accessing the Website and/or registering for an account to use the Supplier Portal (defined below) as a supplier, You are agreeing to be bound by these Terms. If You are registering on behalf of a company, You represent and warrant that you have authority to bind such company to these Terms. If You do not agree with any of these terms, You are prohibited from using or accessing this Website and using the Supplier Portal.

“Supplier Portal” means the online platform operated by Fairmarkit that enables suppliers to register, maintain company profiles, receive and respond to requests from buyers, submit bids, proposals, or other information, and otherwise participate in sourcing, procurement, or related commercial activities facilitated through the Website. The Supplier Portal includes all associated websites, applications, tools, and functionalities provided by Fairmarkit for supplier use, including the Features.

“Features” means the features and functionality of the Supplier Portal and that are further listed and described in the documentation, as updated by Fairmarkit from time to time.

1. License; Your Content; Buyer Content; Role of Fairmarkit.

A. Limited License

Website and Supplier Portal. Fairmarkit grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Website and the Supplier Portal solely for Your internal business purposes in connection with participating in sourcing, procurement, or related activities on the Supplier Portal, and strictly in accordance with these Terms and applicable law. Fairmarkit retains all right, title, and interest in and to the Website, the Supplier Portal, the Features, and all related intellectual property. No rights or licenses are granted to You except as expressly set forth in these Terms.

Features. You may access and use the Features made available to You by Fairmarkit solely for Your internal business purposes and in accordance with the documentation and these Terms. Fairmarkit may add, modify, or discontinue any Features at any time without liability to You. Certain Features may be subject to additional terms, eligibility requirements, or usage limits, and Fairmarkit may condition access to such Features on Your acceptance of such additional terms. You shall not: (i) attempt to disable, circumvent, bypass, remove, defeat, or otherwise interfere with any access controls, authentication mechanisms, usage limits, rate limits, or security measures implemented by Fairmarkit; (ii) engage in any activity that degrades the performance or availability of the Supplier Portal or any Feature for other users, including by running automated scripts, bots, scrapers, harvesters, or data extraction tools without Fairmarkit’s prior written consent; (iii) access or use any Feature in a manner intended to enable or assist any competitive analysis, benchmarking, or development of competing services, except to the extent such restriction is prohibited by applicable law; (iv) alter, modify, copy, reproduce, reverse engineer, decompile, disassemble, translate, or create derivative works of any Feature or any part of the Supplier Portal, except as expressly permitted by law; (v) use any Feature for the purpose of monitoring its availability, performance, or functionality for competitive purposes; or (vi) access or use any Feature in any unauthorized, abusive, or unlawful manner, including in violation of these Terms, Fairmarkit’s documentation, or any instructions reasonably provided by Fairmarkit. Fairmarkit may modify, suspend, or discontinue any Feature at any time in its discretion, with or without notice, and Fairmarkit shall have no liability to You for any such modification, suspension, or discontinuation.

B. Your Content

Responsibility for Your Content. You are solely responsible for all information, data, documents, certifications, proposals, bids, responses, or other materials that you upload, submit, transmit, or otherwise make available through the Supplier Portal (“Your Content”). You represent and warrant that (a) you have all necessary rights, licenses, and permissions to provide Your Content, (b) Your Content is accurate, current, and complete, and (c) Your Content does not infringe or misappropriate any intellectual property rights, privacy rights, or other rights of any third party, and does not violate any applicable law or regulation.

License to Fairmarkit. By submitting or providing Your Content through the Supplier Portal, you grant Fairmarkit a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, use, reproduce, display, perform, transmit, and distribute Your Content as reasonably necessary to operate, maintain, improve, and provide the Supplier Portal and related services, including making Your Content available to buyers who interact with you on the platform.

No Responsibility for Buyer Use. Fairmarkit does not control, and is not responsible for, the use of Your Content by buyers or other third parties who access it through the Supplier Portal. Fairmarkit understands the sensitive nature of Your Content, as well as any other information You may submit through the Supplier Portal, and Fairmarkit agrees to manage and protect Your Content in accordance with the commitments described in these Terms. Fairmarkit agrees to use reasonable efforts to maintain, protect, and not use or disclose Your Content except as necessary to facilitate your use of the Supplier Portal, track usage, address security, fraud prevention, and data integrity requirements, respond to requests from government authorities, perform aggregated and anonymized analysis, and generally provide services under these Terms.

Right to Remove. Fairmarkit reserves the right, but has no obligation, to review, monitor, or remove any of Your Content that it determines, in its sole discretion, violates these Terms, applicable law, or the rights of any third party.

C. Buyer Content and Terms.

Ownership. All information, data, requests, specifications, documents, contracts, or other materials made available to You by a buyer through the Supplier Portal (“Buyer Content”) are and shall remain the property of that buyer. Fairmarkit does not claim any ownership of Buyer Content and provides access to it solely as a facilitator between buyers and suppliers.

Use Restrictions. You may use Buyer Content only for the purpose of participating in sourcing, procurement, or related activities on the Supplier Portal, and solely in accordance with these Terms and any additional terms agreed between You and the applicable buyer. You shall not copy, disclose, distribute, or use Buyer Content for any other purpose without the prior written consent of the buyer.

No Responsibility for Accuracy. Fairmarkit does not review, verify, or guarantee the accuracy, completeness, or reliability of Buyer Content and is not responsible for any errors, omissions, or misrepresentations contained therein. All reliance on Buyer Content is at Your own risk.

Buyer Terms. Participation in a sourcing event, RFP, RFQ, or other procurement activity facilitated through the Supplier Portal may be subject to additional terms, instructions, or requirements imposed by the applicable buyer (“Buyer Terms”). You are solely responsible for reviewing and complying with all Buyer Terms. Fairmarkit does not control and is not responsible for any Buyer Terms or any consequences of Your failure to comply with them. You further acknowledge that buyers may evaluate Your responses using automated tools, scoring mechanisms, or decision-support systems provided through the Supplier Portal, and Fairmarkit is not responsible for the operation, outcomes, or use of such tools by buyers.

D. Role of Fairmarkit

No Participation in Transactions. You acknowledge and agree that Fairmarkit is not a buyer, seller, broker, agent, or representative of You or any buyer, and Fairmarkit is not a party to, and has no responsibility for, any sourcing event, RFP, RFQ, bid, proposal, negotiation, award decision, purchase order, contract, or other transaction between You and any buyer. Fairmarkit does not endorse any supplier or buyer, does not guarantee that any sourcing event will result in a contract award, and does not control or influence any buyer’s procurement decisions. All transactions between You and a buyer are solely between You and that buyer.

2. Confidentiality; Data Protection and Privacy; Compliance.

A. Confidentiality

By using the Website and/or the Supplier Portal, You may have access to non-public, confidential, or proprietary information of Fairmarkit, buyers (which includes Buyer Content), or other suppliers through the Supplier Portal (“Confidential Information”). You agree to (i) maintain the confidentiality of all Confidential Information using at least the same degree of care that you use to protect your own confidential information (and in no event less than a reasonable standard of care); (ii) use such Confidential Information solely as necessary to participate in sourcing and procurement activities through the Supplier Portal; and (iii) not disclose such Confidential Information to any third party except as expressly permitted by the owner of such information or required by law. Confidential Information does not include information that you can demonstrate (a) was already lawfully known to you without restriction prior to disclosure, (b) was independently developed by you without reference to the Confidential Information, or (c) became publicly available through no breach of these Terms. These confidentiality obligations survive termination of your access to the Supplier Portal.

B. Data Protection and Privacy

You agree to comply with all applicable data protection and privacy laws in connection with Your use of the Supplier Portal. To the extent You provide personal data through the Supplier Portal, You represent and warrant that You have obtained all necessary rights, consents, and authorizations required under applicable law to provide such personal data. Fairmarkit will process personal data in accordance with its Privacy Policy, as updated from time to time. You acknowledge that Fairmarkit may collect, use, store, and disclose data relating to Your use of the Supplier Portal in order to provide, operate, and improve the Supplier Portal, to comply with legal obligations, and to protect the rights and safety of Fairmarkit, buyers, suppliers, and third parties.

C. Compliance.

You shall comply with all applicable anti-bribery and anti-corruption laws, including without limitation the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010, and all similar laws in the jurisdictions in which You operate. You shall not, directly or indirectly, offer, give, authorize, or promise any financial or other advantage to any Fairmarkit employee, any buyer, any government official, or any other third party for the purpose of improperly influencing any act or decision, securing an improper advantage, or inducing the award of business or favorable treatment in connection with any sourcing event, RFP, RFQ, bid, proposal, or other activity on the Supplier Portal. You represent and warrant that neither You nor any of Your employees, officers, agents, or subcontractors has engaged or will engage in any form of bribery, kickbacks, bid-rigging, collusion, or other corrupt or anti-competitive conduct in connection with Your use of the Website and the Supplier Portal.

3. Supplier Obligations.

You shall at all times:

• Comply with all applicable laws, including, without limitation, anti-bribery/Anti-corruption laws, trade sanctions and embargo laws, anti-trust laws, privacy laws, intellectual property laws, anti-spam laws, export control laws, and regulatory requirements, in each case as applicable to Your use of the Supplier Portal;
• Provide accurate information and keep it updated;
• Use the Supplier Portal in a professional manner and for professional purposes of Your organization only; and
• Maintain the confidentiality and security of your login credentials and any access codes provided by Fairmarkit.

You shall not:

• Create a false identity on the Supplier Portal, misrepresent Your identity, create a user profile for anyone other than Yourself (a real person), or use or attempt to use another’s account;
• Attempt to manipulate, interfere with, or improperly influence any sourcing process, including by submitting sham bids, coordinating with third parties, or engaging in anti-competitive conduct.
• Copy, use, disclose or distribute any Confidential Information, Buyer Content or any other information obtained from the Supplier Portal without the consent of the content owner;
• Disclose content or information that You do not have the consent to disclose (such as Confidential Information of others (including Your organization);
• Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights;
• Introduce or transmit any malicious code, viruses, or other harmful materials through the Supplier Portal;
• Interfere or attempt to interfere with the proper working of the Website or the Supplier Portal; and/or
• Post or transmit to any unlawful, fraudulent, abusive, defamatory, or obscene content.

4. Termination and Suspension

Fairmarkit may suspend or terminate Your access to the Supplier Portal, in whole or in part, immediately upon notice, if (i) You violate these Terms, (ii) Your conduct risks harm to the integrity, security, or availability of the Supplier Portal, (iii) You infringe the rights of Fairmarkit, a buyer, or any third party, or (iv) Fairmarkit is required to do so by law or regulation. Fairmarkit may also suspend or discontinue any part of the Supplier Portal at any time without liability. Upon termination, You must cease all use of the Supplier Portal and destroy any materials obtained therefrom. Sections of these Terms which by their nature should survive termination shall remain in effect, including but not limited to Confidentiality, Indemnification, Limitation of Liability, and Governing Law and Dispute Resolution.

5. Disclaimer of Warranties

THE WEBSITE, THE SUPPLIER PORTAL, THE FEATURES, AND ALL MATERIALS, INFORMATION, AND SERVICES MADE AVAILABLE THROUGH THEM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FAIRMARKIT EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

FAIRMARKIT DOES NOT WARRANT THAT THE SUPPLIER PORTAL OR WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. FAIRMARKIT MAKES NO WARRANTY REGARDING THE COMPLETENESS, ACCURACY, RELIABILITY, OR AVAILABILITY OF ANY CONTENT, MATERIALS, OR RESULTS OBTAINED THROUGH THE SUPPLIER PORTAL OR WEBSITE, OR OF ANY THIRD-PARTY CONTENT OR WEBSITES LINKED THEREFROM.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FAIRMARKIT OR THROUGH THE SUPPLIER PORTAL SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

6. Indemnification; Limitations of Liability

A. Indemnification

You hereby agree to indemnify, defend, and hold harmless Fairmarkit, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Your Content, including any allegation that Your Content infringes or misappropriates any third-party intellectual property or other rights, (ii) Your use of the Supplier Portal in violation of these Terms or applicable law, or (iii) Your relationship or transactions with any buyer.

B. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FAIRMARKIT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SUPPLIER PORTAL, WHETHER BASED IN CONTRACT, TORT, OR OTHER LEGAL THEORY, EVEN IF FAIRMARKIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FAIRMARKIT’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS EXCEED THE GREATER OF (I) ONE HUNDRED U.S. DOLLARS (US$100) OR (II) THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO FAIRMARKIT FOR ACCESS TO THE SUPPLIER PORTAL AND USE OF THE FEATURES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. Links

The Supplier Portal and the Website may contain links to third-party websites, applications, or other resources (“Third-Party Sites”). Fairmarkit does not control, endorse, or make any representations or warranties regarding any Third-Party Sites, including without limitation their availability, accuracy, reliability, security, content, products, services, or privacy practices. Fairmarkit has not reviewed all of the Third-Party Sites linked from the Supplier Portal or the Website and is not responsible or liable for the content or operation of any such Third-Party Sites.

The inclusion of a link does not imply endorsement by Fairmarkit of the Third-Party Site or any association with its operators. Your access to and use of any Third-Party Sites is at Your own risk, and You may be subject to the terms and conditions, privacy policies, or other agreements governing such Third-Party Sites.

Without limiting the foregoing, any links or references to Buyer websites, portals, or resources are provided solely as a convenience, and Fairmarkit shall not be responsible for any Buyer Content or other materials made available through such links.

8. Modifications

Fairmarkit may revise these Terms from time to time in its sole discretion. Fairmarkit will post the updated Terms on the website or Supplier Portal and update the “Last Updated on” date at the top of the Terms. Material changes will, where required by law, be communicated to You through reasonable means, which may include email notice or a notice displayed within the Supplier Portal.

Unless otherwise specified, the revised Terms will be effective immediately upon posting. Your continued access to or use of the Website or Supplier Portal after the effective date of the revised Terms constitutes Your acceptance of the revised Terms. If you do not agree to the revised Terms, You must stop using the Website and Supplier Portal.

9. Notices

Notices under these Terms shall be sufficient only if in writing and transmitted via email or personal delivery, delivered by a major commercial rapid delivery courier service, or mailed, postage or charges prepaid, by certified or registered mail, return receipt requested, to:

Fairmarkit, Inc.
Attention: Legal Department
1 Beacon Street, Floor 15
Boston, MA 02108
Email: legal@fairmarkit.com

10. Complaints Regarding Content

If You are concerned about content posted by others in the Supplier Portal or in this Website, please contact us: legal@fairmarkit.com

11. Governing Law and Dispute Resolution

If Your organization is principally domiciled in the United States, these Terms shall be governed by and construed in accordance with the laws of the State of Delaware and the controlling federal laws of the United States, without regard to conflict of law principles and without application of the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. Any dispute, claim, or controversy arising out of or relating to these Terms or Your use of the Website or Supplier Portal (a “Dispute”) shall be subject to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and You hereby consent to the jurisdiction and venue of such courts. At Fairmarkit’s option, any Dispute may instead be submitted to final and binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under its Comprehensive Arbitration Rules and Procedures, in Boston, Massachusetts, in the English language, before a single arbitrator with substantial experience in commercial contract disputes. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.

If Your organization is principally domiciled outside the United States, these Terms shall be governed by and construed in accordance with the laws of England and Wales. Any Dispute shall be subject to the exclusive jurisdiction of the courts located in London, England, and You hereby consent to the jurisdiction and venue of such courts.

You agree that any Dispute shall be resolved only on an individual basis, and that neither You nor Fairmarkit will participate in or seek to bring any class, collective, consolidated, or representative action in connection with any Dispute. To the maximum extent permitted by law, You waive any right to participate as a class representative or class member in any such proceeding.

12. Force Majeure

Fairmarkit shall not be liable or responsible to You, nor be deemed to have defaulted or breached these Terms, for any failure or delay in performance arising from or related to acts beyond its reasonable control, including without limitation acts of God, natural disasters, government actions, labor disputes, internet or telecommunications outages, cyberattacks, or other similar events.

13. Entire Agreement; Waiver

These Terms constitute the entire agreement between You and Fairmarkit with respect to the subject matter hereof, and supersede all prior or contemporaneous understandings. No waiver by Fairmarkit of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition.