Terms of Service

Master Subscription Agreement · Buying Simplified LLC · Effective: June 24, 2026

This agreement governs access to GenieWorks and the Genie Suite (Sourcing Genie, SOW Genie, Invoice Genie). By executing an Order Form or accessing the Services, you agree to these terms, our Privacy Policy, and our AI Disclaimer.

1. Definitions

  • “Authorized Users” — Customer’s employees or contractors permitted to use the Services.
  • “Customer Data” — Data, documents, and content Customer or its Authorized Users submit to the Services, including Inputs.
  • “Inputs / Output” — Respectively, prompts and materials submitted to the AI features, and the responses generated.
  • “Order Form” — An ordering document specifying the Services, fees, and subscription term.
  • “Sub-processor” — A third party engaged to process Customer Data.

2. License

Subject to these Terms and the applicable Order Form, Buying Simplified LLC (“Provider”) grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Services for its internal business purposes during the subscription term.

3. Order Forms and Precedence

Commercial terms are set out in Order Forms. In the event of conflict: (1) Order Form; (2) Data Processing Agreement (data-protection matters); (3) these Terms; (4) AI Acceptable Use Policy; (5) Documentation.

4. Customer Responsibilities

Customer is responsible for its Authorized Users’ compliance with these Terms and the AI Acceptable Use Policy, for the accuracy and legality of Customer Data, for obtaining all rights and consents necessary to submit Customer Data to the Services, and for safeguarding account credentials.

5. AI Features and Output

The Services use AI, including large language models provided by our AI sub-processor, to generate Output from Inputs.

Nature of Output. Output is generated probabilistically and may be inaccurate, incomplete, or unsuitable. Customer is responsible for reviewing and verifying Output before relying on it. Output is not professional, financial, legal, or procurement advice, and must not be used as the sole basis for any contract, transaction, or decision without qualified human review. See our AI Disclaimer.

Ownership. As between the parties, Customer owns its Inputs and, to the extent permitted by law, the Output generated for it, subject to the rights of our sub-processors in their underlying models. Customer grants Provider a limited license to process Inputs and Output solely to provide, secure, and support the Services.

6. Customer Data and No Model Training

As between the parties, Customer owns and retains all rights in Customer Data. Provider processes Customer Data only to provide and support the Services, maintains tenant isolation so that one customer’s data is not accessible to another, and does not use Customer Data, Inputs, or Output to train large language models. Our AI sub-processor does not train its models on data submitted through the Services, consistent with its commercial terms.

7. Sub-Processors

The Services are delivered using sub-processors including Anthropic, PBC (Claude AI models) and Amazon Web Services (hosting and infrastructure). Provider remains responsible for sub-processors’ performance of data-protection obligations.

8. Fees and Payment

Fees are set out in the applicable Order Form. Unless stated otherwise, fees are exclusive of taxes, due within 30 days of invoice, and non-refundable. Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law.

9. Term and Termination

This agreement continues while any Order Form is in effect. Either party may terminate for the other’s material breach not cured within 30 days of written notice. On termination, Customer may export Customer Data for 30 days, after which Provider will delete or return it. Accrued fees remain payable.

10. Confidentiality

Each party will protect the other’s Confidential Information with at least reasonable care, use it only to perform under this agreement, and disclose it only to personnel and advisers who need it and are bound by confidentiality.

11. Security

Provider maintains administrative, technical, and organizational measures to protect Customer Data, including encryption in transit and at rest, access controls, and logging as described in the Data Processing Agreement.

12. Warranties and Disclaimers

Provider warrants that the Services will perform materially in accordance with the Documentation. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND OUTPUT ARE PROVIDED “AS IS,” AND PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR ERROR-FREE.

13. Indemnification

Provider will defend Customer against third-party claims that the Services infringe a U.S. intellectual-property right. Customer will defend Provider against claims arising from Customer Data or Customer’s use of the Services in breach of these Terms or the AI Acceptable Use Policy.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR DATA. EACH PARTY’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. These limits do not apply to a party’s confidentiality breach, indemnification obligations, or Customer’s payment obligations.

15. Intellectual Property

Provider and its licensors own all rights in the Services, software, models (as licensed), and Documentation. No rights are granted except as expressly stated. If Customer provides feedback, Provider may use it without restriction.

16. Compliance

Each party will comply with applicable laws, including export-control, sanctions, data-protection, and anti-corruption laws. Customer will not use the Services in violation of such laws or to process data of sanctioned parties.

17. Governing Law and Disputes

These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state courts in Chester County, Pennsylvania, and the U.S. District Court for the Eastern District of Pennsylvania. Any dispute will be resolved by final and binding individual arbitration administered by JAMS. Each party waives any right to a jury trial or class action.

18. General

Neither party may assign this agreement without the other’s consent, except to a successor in a merger or sale of substantially all assets. Neither party is liable for delays due to causes beyond its reasonable control. If any provision is unenforceable, the rest remains in effect.

19. Contact

Buying Simplified LLC
851 Duportail Rd, 2nd Floor
Chesterbrook, PA 19087, USA
admin@buyingsimplified.com

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