Last Updated: December 10, 2025
THESE TERMS OF USE (hereinafter referred to as the "Agreement," "Terms," or "Terms of Use") constitute a legally binding agreement between you (hereinafter referred to as "User," "you," "your," or "Subscriber") and PROPOSIO, its subsidiaries, affiliates, officers, directors, employees, agents, contractors, licensors, service providers, and successors in interest (hereinafter collectively referred to as "PROPOSIO," "we," "us," "our," "Company," or "Service Provider"), governing your access to and use of the PROPOSIO platform, including but not limited to all associated software, applications, application programming interfaces (APIs), artificial intelligence systems, machine learning algorithms, natural language processing capabilities, data processing services, cloud infrastructure, web-based interfaces, mobile applications, desktop applications, browser extensions, and all related services, features, content, and functionality (hereinafter collectively referred to as the "Platform," "Service," "Services," "Application," or "System").
BY ACCESSING, BROWSING, REGISTERING FOR, DOWNLOADING, INSTALLING, OR OTHERWISE USING ANY PORTION OF THE PROPOSIO PLATFORM, INCLUDING BUT NOT LIMITED TO CREATING AN ACCOUNT, SUBSCRIBING TO ANY TIER OF SERVICE, UPLOADING ANY DATA OR DOCUMENTS, UTILIZING ANY ARTIFICIAL INTELLIGENCE FEATURES, GENERATING ANY PROPOSALS, ESTIMATES, INVOICES, OR OTHER DOCUMENTS, OR CLICKING ON ANY BUTTON OR CHECKBOX INDICATING YOUR ACCEPTANCE OR AGREEMENT, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE, ALL APPLICABLE LAWS, REGULATIONS, ORDINANCES, AND STATUTES, AND ALL POLICIES, GUIDELINES, AND ADDITIONAL TERMS REFERENCED HEREIN OR MADE AVAILABLE THROUGH THE PLATFORM, INCLUDING BUT NOT LIMITED TO OUR PRIVACY POLICY, DATA PROCESSING ADDENDUM, ACCEPTABLE USE POLICY, AND ANY SUPPLEMENTARY TERMS SPECIFIC TO PARTICULAR FEATURES OR SERVICES.
IF YOU DO NOT AGREE TO THESE TERMS OF USE IN THEIR ENTIRETY, OR IF YOU LACK THE LEGAL CAPACITY, AUTHORITY, OR COMPETENCE TO ENTER INTO THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE PLATFORM AND MUST IMMEDIATELY CEASE ALL USE OF THE SERVICES AND DELETE ANY DOWNLOADED OR INSTALLED COMPONENTS.
For purposes of this Agreement, the following terms shall have the meanings set forth below, unless the context clearly requires otherwise:
PROPOSIO provides a cloud-based software-as-a-service (SaaS) platform designed to facilitate the creation, management, and administration of business proposals, estimates, invoices, and related commercial documents. The Platform incorporates artificial intelligence and machine learning technologies to analyze documents, extract information, generate content, and streamline business development processes. The Services include, but are not limited to:
The Platform enables Users to upload, store, organize, and analyze RFP documents in various formats including but not limited to PDF, Microsoft Word, plain text, and other document formats. The AI Services analyze uploaded RFPs to extract key requirements, evaluation criteria, deadlines, deliverables, compliance items, and other relevant information. Users acknowledge that AI analysis results are generated through automated processes and may contain errors, omissions, or inaccuracies, and that Users bear sole responsibility for verifying all extracted information and ensuring compliance with actual RFP requirements.
The Platform provides AI-assisted proposal generation capabilities that utilize User Content, Company Information, and RFP analysis to generate draft proposal documents. Users may configure proposal parameters including detail level, length, complexity, tone, emphasis areas, and included sections. The AI Services generate proposal content based on these parameters and available information, which Users may then review, edit, modify, and finalize. Users acknowledge that all generated proposal content is provided as draft material requiring human review and that PROPOSIO bears no responsibility for the accuracy, completeness, appropriateness, or effectiveness of any proposal content, whether generated by AI or manually created.
The Platform enables Users to create, manage, and distribute estimates, quotes, and pricing documents. Users may generate estimates through AI assistance or manual input, specifying line items, quantities, unit prices, optional items, terms, and conditions. The Platform provides calculation functionality, PDF export capabilities, and email distribution features. Users acknowledge sole responsibility for all pricing information, calculations, terms, conditions, and representations made in any estimate or quote, and agree that PROPOSIO bears no liability for pricing errors, calculation mistakes, or any consequences arising from estimates or quotes created through the Platform.
The Platform provides invoice creation, management, tracking, and distribution capabilities. Users may create invoices from estimates, proposals, or standalone, specifying line items, quantities, pricing, tax rates, discounts, payment terms, due dates, and payment methods. The Platform does not process payments, collect funds, or provide financial services, and Users acknowledge sole responsibility for all invoicing practices, tax compliance, payment collection, and financial record-keeping.
The Platform includes customer relationship management (CRM) functionality enabling Users to store, organize, and manage client information, track opportunities, record interactions, and maintain business relationships. AI Services may extract client information from uploaded documents. Users acknowledge responsibility for the accuracy, completeness, and lawfulness of all Client Data and agree to obtain all necessary consents and authorizations for storing and processing client information through the Platform.
The Platform provides functionality to create and maintain a knowledge repository containing Company Information including capability statements, standard terms, pricing guidelines, safety protocols, quality standards, past proposals, templates, reference materials, payment methods, certifications, licenses, insurance information, personnel details, and other business information. This information may be utilized by AI Services in generating proposals and other documents. Users acknowledge responsibility for maintaining accurate, current, and compliant Company Information and ensuring that all stored information is appropriate for use in business documents.
The Platform enables Users to upload various document types from which AI Services may extract structured data including company information, client details, project specifications, and other relevant content. Users acknowledge that data extraction is performed through automated processes utilizing optical character recognition (OCR), natural language processing, and machine learning, which may produce errors, omissions, or inaccuracies requiring human verification.
The Platform provides functionality to export Generated Documents to PDF format and distribute them via email. Email services are provided through third-party email service providers, and PROPOSIO makes no guarantees regarding email deliverability, timing, or security. Users acknowledge responsibility for compliance with anti-spam laws, obtaining consent for email communications, and ensuring appropriate use of email distribution features.
The Platform may include AI agents and conversational interfaces for various purposes including proposal assistance, estimate generation, invoice creation, and customer support. These AI agents utilize natural language processing and may access User Content and Company Information to provide responses and perform tasks. Users acknowledge that AI agent responses are generated through automated processes and may contain errors or inappropriate content requiring human oversight.
The Platform includes support features including ticketing systems, knowledge base documentation, and feedback submission capabilities. Support services are provided on a reasonable efforts basis without guaranteed response times or resolution timeframes, except as may be specified in separate service level agreements for enterprise customers.
The Platform is intended solely for use by businesses, organizations, and individuals acting in a professional capacity. To use the Services, you must: (a) be at least 18 years of age and possess the legal capacity to enter into binding contracts; (b) represent a legally valid business entity with authority to bind such entity to these Terms; (c) not be prohibited from accessing or using the Services under applicable laws or regulations; (d) not be located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the European Union, the United Nations, or other applicable sanctions authorities; and (e) not appear on any U.S. or international restricted party list including the Specially Designated Nationals list, Entity List, Denied Persons List, or Unverified List.
To access certain features of the Platform, you must create an Account by providing accurate, current, and complete registration information including but not limited to your name, email address, business name, and other required details. You agree to: (a) provide truthful, accurate, current, and complete information during the registration process; (b) maintain and promptly update your Account information to ensure it remains accurate, current, and complete; (c) maintain the security and confidentiality of your Account credentials including username, password, authentication tokens, and API keys; (d) accept all responsibility and liability for all activities that occur under your Account, whether or not authorized by you; (e) immediately notify PROPOSIO of any unauthorized use of your Account or any other breach of security; (f) not share, transfer, sell, lease, or sublicense your Account or credentials to any third party; and (g) not create multiple Accounts for yourself or create Accounts using false or misleading information. PROPOSIO reserves the right to refuse registration, cancel Accounts, remove or edit Content, or deny access to the Platform at any time for any reason or no reason without notice or liability.
By creating an Account representing a business entity, you represent and warrant that: (a) you are duly authorized to bind such entity to these Terms; (b) the entity is duly organized, validly existing, and in good standing under applicable laws; (c) the entity has all necessary power and authority to enter into this Agreement and perform its obligations hereunder; and (d) execution and performance of this Agreement does not violate any other agreement to which the entity is a party or any applicable law or regulation. The entity shall be liable for all obligations under this Agreement regardless of which individuals access or use the Account.
PROPOSIO offers multiple subscription tiers with varying features, capabilities, usage limits, and pricing (collectively, "Subscription Plans" or "Plans"). Current Plans include Professional and Premium tiers, the specific features and limitations of which are described on the Platform and may be modified at PROPOSIO's sole discretion. Access to and use of the Platform requires an active, paid Subscription unless otherwise specified during promotional periods. PROPOSIO reserves the right to modify, discontinue, or introduce new Subscription Plans at any time without notice.
Subscription fees are charged on a recurring basis according to the billing cycle specified for your selected Plan (monthly, annually, or otherwise). You agree to pay all fees and charges associated with your Subscription, including all applicable taxes, duties, tariffs, levies, and government-imposed surcharges (collectively, "Taxes"). All fees are stated in U.S. Dollars unless otherwise specified and are non-refundable except as expressly provided herein or required by applicable law. You authorize PROPOSIO and its payment processors to charge your designated payment method for all Subscription fees and other charges. If any payment is declined, refused, or returned unpaid for any reason, PROPOSIO may suspend or terminate your access to the Services and may charge you reasonable administrative fees for processing declined or returned payments. You are responsible for maintaining valid payment information and updating it as necessary to ensure uninterrupted service.
Your Subscription will automatically renew for successive periods equal to the initial subscription period unless you cancel prior to the renewal date. You will be charged the then-current subscription fee for your Plan upon each renewal unless you cancel. Subscription fees may increase upon renewal, and PROPOSIO will provide reasonable notice of any fee increases. By subscribing, you authorize PROPOSIO to charge your payment method automatically at the start of each renewal period. Failure to cancel prior to renewal constitutes your acceptance of the renewal charges.
PROPOSIO may offer free trial periods for certain Subscription Plans. Free trials are subject to these Terms and any additional terms specified during trial registration. Free trials are available only to new Users and may not be combined with other offers. PROPOSIO may require payment information prior to commencing a free trial and may automatically convert the trial to a paid Subscription upon expiration unless canceled. You must cancel before the trial period ends to avoid charges. PROPOSIO reserves the right to modify or discontinue free trial offers at any time and to determine eligibility for trials in its sole discretion.
All fees paid are non-refundable except as expressly provided herein or required by applicable law. If you are dissatisfied with the Services, your sole remedy is to cancel your Subscription and cease using the Platform. In the event of termination for cause by PROPOSIO due to your breach of these Terms, no refund will be provided. PROPOSIO may, in its sole discretion and on a case-by-case basis, provide pro-rata refunds for unused portions of prepaid Subscriptions, but no User shall have any right to demand or expect such refund.
All fees are exclusive of Taxes unless expressly stated otherwise. You are responsible for determining what Taxes, if any, apply to your use of the Services and for paying such Taxes to the appropriate tax authorities. You will indemnify and hold harmless PROPOSIO from any claim or liability arising from your failure to pay applicable Taxes.
Payment processing services are provided by third-party payment processors including Stripe, Inc. and other providers ("Payment Processors"). Your use of payment services is subject to the Payment Processors' terms, conditions, and privacy policies in addition to these Terms. PROPOSIO is not responsible for any acts, omissions, errors, or failures of Payment Processors and disclaims all liability for payment processing issues, declined transactions, payment disputes, or chargebacks.
You retain all ownership rights in and to your User Content. However, by uploading, submitting, posting, or otherwise making available User Content through the Platform, you grant to PROPOSIO and its affiliates, licensors, service providers, contractors, and subprocessors a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, perpetual, irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, publicly display, and otherwise exploit such User Content for purposes of: (a) providing, maintaining, operating, improving, and supporting the Services; (b) training, developing, and improving AI models, algorithms, and machine learning systems; (c) generating aggregated, anonymized, or de-identified data and analytics; (d) complying with legal obligations; and (e) enforcing these Terms.
You represent, warrant, and covenant that: (a) you own or have obtained all necessary rights, licenses, consents, permissions, and authorizations to submit User Content to the Platform and grant the licenses herein; (b) your User Content does not and will not infringe, misappropriate, or violate any Intellectual Property Rights, privacy rights, publicity rights, or other rights of any third party; (c) your User Content does not contain any unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, invasive of privacy, hateful, discriminatory, or otherwise objectionable material; (d) your User Content complies with all applicable laws, regulations, and industry standards; (e) your User Content does not contain any malware, viruses, worms, Trojan horses, or other harmful code; and (f) you have obtained all necessary consents and authorizations from individuals whose Personal Data is included in User Content.
You agree not to upload, submit, post, or otherwise make available through the Platform any Content that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; (b) constitutes unauthorized or unsolicited advertising, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (c) contains software viruses, worms, Trojan horses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; (d) impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with any person or entity; (e) includes personal information of third parties without their express consent; (f) violates any applicable local, state, national, or international law, regulation, or ordinance; (g) constitutes or promotes illegal activity; (h) is defamatory, libelous, obscene, pornographic, abusive, harassing, threatening, or hateful; (i) discriminates or promotes discrimination based on race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or other protected characteristic; or (j) is otherwise objectionable in PROPOSIO's sole discretion.
PROPOSIO has no obligation to monitor User Content but reserves the right to do so. PROPOSIO may, in its sole discretion and without notice or liability, access, review, monitor, screen, modify, remove, delete, or disable access to any User Content that PROPOSIO believes violates these Terms, applicable law, or is otherwise objectionable. PROPOSIO may preserve and disclose User Content if required to do so by law or in good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or governmental requests; (b) enforce these Terms; (c) respond to claims that any User Content violates rights of third parties; (d) protect the rights, property, or personal safety of PROPOSIO, its users, or the public; or (e) prevent or investigate potential fraud, security breaches, or technical issues.
You acknowledge and agree that PROPOSIO may process, analyze, and utilize User Content for purposes of providing the Services, improving the Platform, training and developing AI models and algorithms, creating derivative works, and generating aggregated, anonymized, or de-identified data. Such processing may include, without limitation, machine learning model training, natural language processing, pattern recognition, statistical analysis, and other computational methods. PROPOSIO owns all rights, title, and interest in and to any AI models, algorithms, insights, analyses, improvements, enhancements, and derivative works created from or based on User Content, and you hereby irrevocably assign and transfer to PROPOSIO all rights in such works to the extent you may have any such rights.
While PROPOSIO implements reasonable backup procedures, PROPOSIO does not guarantee that User Content will be stored, backed up, or available at all times. You acknowledge and agree that PROPOSIO bears no responsibility or liability for any loss, corruption, deletion, or failure to store any User Content. You are solely responsible for maintaining separate backup copies of all User Content and for implementing your own data backup and recovery procedures. PROPOSIO strongly recommends that you regularly export and backup your data.
The Platform, including all software, applications, algorithms, AI models, machine learning systems, source code, object code, interfaces, designs, graphics, text, documentation, databases, and all other materials and Content provided by or on behalf of PROPOSIO (collectively, "PROPOSIO Content"), is owned by PROPOSIO or its licensors and is protected by copyright, trademark, patent, trade secret, and other Intellectual Property Rights laws of the United States and foreign jurisdictions. All rights, title, and interest in and to PROPOSIO Content, including all Intellectual Property Rights therein, are and shall remain the exclusive property of PROPOSIO and its licensors. These Terms do not grant you any rights to PROPOSIO Content except for the limited license expressly set forth herein.
Subject to your compliance with these Terms and payment of all applicable fees, PROPOSIO grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business purposes in accordance with these Terms and the features and limitations of your Subscription Plan. This license does not include any right to: (a) resell, sublicense, distribute, or commercialize the Platform or PROPOSIO Content; (b) copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform or PROPOSIO Content; (c) use any automated system including robots, spiders, scrapers, or offline readers to access the Platform; (d) circumvent, disable, or interfere with security-related features or features that prevent or restrict use or copying of any Content; (e) remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; (f) access the Platform to build a competitive product or service; or (g) use the Platform in any manner not expressly authorized herein.
PROPOSIO, the PROPOSIO logo, and all other trademarks, service marks, trade names, and logos used in connection with the Platform (collectively, "Marks") are the exclusive property of PROPOSIO or its licensors and are protected under applicable trademark laws. Nothing in these Terms grants you any right to use any Marks without the prior written consent of PROPOSIO. All goodwill generated from use of Marks inures exclusively to PROPOSIO.
If you provide PROPOSIO with any feedback, suggestions, ideas, enhancement requests, recommendations, or other information regarding the Platform (collectively, "Feedback"), you hereby assign to PROPOSIO all rights, title, and interest in and to such Feedback, and PROPOSIO shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback without any obligation or compensation to you. You waive any moral rights or other rights of attribution you may have in such Feedback.
PROPOSIO respects the intellectual property rights of others and expects Users to do the same. If you believe that any Content on the Platform infringes your copyright, you may submit a notice of alleged infringement pursuant to the Digital Millennium Copyright Act (DMCA) by providing PROPOSIO's designated copyright agent with the following information in writing: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the allegedly infringing material and information reasonably sufficient to permit PROPOSIO to locate the material; (c) your contact information including name, address, telephone number, and email address; (d) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (e) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner; and (f) your physical or electronic signature.
You agree not to engage in any of the following prohibited activities: (a) violating any applicable local, state, national, or international law, regulation, or ordinance; (b) infringing any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; (c) impersonating any person or entity or falsely stating or misrepresenting your affiliation with any person or entity; (d) interfering with or disrupting the Platform or servers or networks connected to the Platform; (e) attempting to gain unauthorized access to the Platform, other Users' Accounts, or computer systems or networks connected to the Platform; (f) using any automated system including robots, spiders, scrapers, or data mining tools to access, extract, or collect data from the Platform; (g) reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code or underlying algorithms of the Platform; (h) transmitting any viruses, worms, defects, Trojan horses, malware, or other items of a destructive nature; (i) circumventing, disabling, or interfering with security-related features of the Platform; (j) using the Platform to send unsolicited communications, spam, junk mail, or other forms of solicitation; (k) collecting or harvesting Personal Data of other Users without their consent; (l) creating multiple Accounts or creating Accounts using automated means; (m) sharing, transferring, selling, or sublicensing your Account; (n) using the Platform in any manner that could damage, disable, overburden, or impair PROPOSIO's infrastructure; (o) framing or mirroring any part of the Platform without PROPOSIO's prior written authorization; (p) using the Platform to compete with PROPOSIO or develop competing products or services; or (q) assisting, encouraging, or enabling any third party to engage in any of the foregoing prohibited activities.
PROPOSIO reserves the right, but has no obligation, to investigate and take appropriate action against Users who violate this Acceptable Use Policy, including but not limited to: (a) removing or disabling access to Content; (b) issuing warnings; (c) suspending or terminating Accounts; (d) terminating access to the Platform; (e) reporting violations to law enforcement authorities; and (f) pursuing any other remedies available at law or in equity. PROPOSIO may cooperate with law enforcement authorities in investigating and prosecuting Users who violate applicable laws.
PROPOSIO's collection, use, storage, and disclosure of Personal Data and other information is governed by PROPOSIO's Privacy Policy, which is incorporated into these Terms by reference and available at the Platform. By using the Platform, you consent to PROPOSIO's collection, use, storage, and disclosure of information as described in the Privacy Policy. You acknowledge and agree that: (a) PROPOSIO may process User Content, including Personal Data contained therein, for purposes of providing the Services; (b) PROPOSIO may engage third-party service providers and subprocessors to assist in providing the Services; (c) PROPOSIO may transfer Personal Data to jurisdictions outside your country of residence, including the United States; and (d) you are responsible for complying with all applicable data protection laws in connection with your use of the Platform, including obtaining all necessary consents from individuals whose Personal Data you process through the Platform. If you are subject to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), or other data protection laws, you may be entitled to certain rights regarding your Personal Data as described in the Privacy Policy.
THE PLATFORM AND ALL SERVICES, CONTENT, FEATURES, AND FUNCTIONALITY ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, PROPOSIO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
PROPOSIO DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (B) THE RESULTS OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; (C) ANY ERRORS OR DEFECTS IN THE PLATFORM WILL BE CORRECTED; (D) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (E) THE PLATFORM WILL BE COMPATIBLE WITH YOUR SYSTEMS, NETWORKS, OR OTHER SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT: (A) AI SERVICES ARE BASED ON MACHINE LEARNING MODELS AND ALGORITHMS THAT ARE INHERENTLY PROBABILISTIC AND MAY PRODUCE INACCURATE, INCOMPLETE, INAPPROPRIATE, OR UNEXPECTED RESULTS; (B) AI-GENERATED CONTENT MAY CONTAIN ERRORS, OMISSIONS, FACTUAL INACCURACIES, INCONSISTENCIES, BIAS, OR OTHER DEFECTS; (C) AI SERVICES MAY FAIL TO DETECT IMPORTANT INFORMATION OR MAY INCORRECTLY INTERPRET OR EXTRACT DATA FROM DOCUMENTS; (D) PROPOSIO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, APPROPRIATENESS, OR USEFULNESS OF ANY AI-GENERATED CONTENT; (E) YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, VALIDATING, AND EDITING ALL AI-GENERATED CONTENT BEFORE USING IT FOR ANY PURPOSE; AND (F) YOU SHOULD NOT RELY SOLELY ON AI-GENERATED CONTENT FOR ANY CRITICAL BUSINESS DECISIONS OR SUBMISSIONS.
THE PLATFORM AND ALL CONTENT, INCLUDING AI-GENERATED CONTENT, ARE PROVIDED FOR INFORMATIONAL AND PRODUCTIVITY PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL ADVICE OF ANY KIND, INCLUDING BUT NOT LIMITED TO LEGAL, FINANCIAL, ACCOUNTING, TAX, BUSINESS, OR TECHNICAL ADVICE. PROPOSIO IS NOT A LAW FIRM, ACCOUNTING FIRM, FINANCIAL ADVISOR, OR BUSINESS CONSULTANT. NOTHING IN THE PLATFORM OR GENERATED DOCUMENTS SHOULD BE CONSTRUED AS LEGAL ADVICE, FINANCIAL ADVICE, OR PROFESSIONAL CONSULTATION. YOU SHOULD CONSULT QUALIFIED PROFESSIONALS REGARDING YOUR SPECIFIC CIRCUMSTANCES BEFORE MAKING DECISIONS BASED ON INFORMATION OR DOCUMENTS OBTAINED THROUGH THE PLATFORM.
PROPOSIO MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, APPROPRIATENESS, EFFECTIVENESS, COMPLIANCE, OR FITNESS FOR PURPOSE OF ANY GENERATED DOCUMENTS. YOU ACKNOWLEDGE THAT: (A) GENERATED DOCUMENTS ARE DRAFTS REQUIRING HUMAN REVIEW, VERIFICATION, AND EDITING; (B) PROPOSIO BEARS NO RESPONSIBILITY FOR THE CONTENT, QUALITY, OR CONSEQUENCES OF USING GENERATED DOCUMENTS; (C) YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ALL DOCUMENTS YOU SUBMIT, DISTRIBUTE, OR USE COMPLY WITH APPLICABLE LAWS, REGULATIONS, RFP REQUIREMENTS, AND INDUSTRY STANDARDS; (D) YOU MUST INDEPENDENTLY VERIFY ALL INFORMATION, CALCULATIONS, REPRESENTATIONS, AND STATEMENTS IN GENERATED DOCUMENTS; AND (E) USE OF GENERATED DOCUMENTS IS AT YOUR OWN RISK.
The Platform may contain links to or integrate with third-party websites, services, or resources ("Third-Party Services"). PROPOSIO DOES NOT ENDORSE, CONTROL, OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES. YOUR USE OF THIRD-PARTY SERVICES IS AT YOUR OWN RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF SUCH THIRD PARTIES. PROPOSIO DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGE ARISING FROM YOUR USE OF THIRD-PARTY SERVICES.
PROPOSIO MAKES NO WARRANTIES OR REPRESENTATIONS THAT USE OF THE PLATFORM WILL RESULT IN: (A) WINNING ANY BIDS, PROPOSALS, OR CONTRACTS; (B) INCREASING REVENUE, PROFITS, OR BUSINESS SUCCESS; (C) SAVING TIME OR MONEY; (D) IMPROVING PRODUCTIVITY OR EFFICIENCY; (E) GENERATING ANY PARTICULAR RESULTS OR OUTCOMES; OR (F) ACHIEVING ANY USER EXPECTATIONS OR OBJECTIVES. YOUR RESULTS MAY VARY, AND PROPOSIO BEARS NO RESPONSIBILITY FOR YOUR SUCCESS OR FAILURE IN USING THE PLATFORM.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROPOSIO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, OR SERVICE PROVIDERS (COLLECTIVELY, "PROPOSIO PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, BUSINESS OPPORTUNITIES, BUSINESS RELATIONSHIPS, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE), EVEN IF PROPOSIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING TO: (A) YOUR USE OF OR INABILITY TO USE THE PLATFORM; (B) ANY CONDUCT OR CONTENT OF ANY USER OR THIRD PARTY ON THE PLATFORM; (C) ANY CONTENT OBTAINED FROM THE PLATFORM; (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT OR DATA; (E) ERRORS, OMISSIONS, OR INACCURACIES IN AI-GENERATED CONTENT OR OTHER CONTENT; (F) LOSS OR CORRUPTION OF DATA; (G) BUSINESS OUTCOMES OR RESULTS FROM USING THE PLATFORM; (H) FAILED PROPOSALS, BIDS, OR BUSINESS OPPORTUNITIES; (I) ERRORS, MISTAKES, OR DEFICIENCIES IN GENERATED DOCUMENTS; OR (J) ANY OTHER MATTER RELATING TO THE PLATFORM OR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF PROPOSIO PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED DOLLARS ($100); OR (B) THE TOTAL AMOUNT PAID BY YOU TO PROPOSIO DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS.
YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND PROPOSIO AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND PROPOSIO. PROPOSIO WOULD NOT BE ABLE TO PROVIDE THE PLATFORM ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR WARRANTIES. IF SUCH LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IN SUCH CASES, PROPOSIO'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
You agree to indemnify, defend, and hold harmless PROPOSIO Parties from and against any and all claims, demands, actions, suits, proceedings, investigations, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your use of or inability to use the Platform; (b) your breach or alleged breach of these Terms or any representation, warranty, or covenant herein; (c) your violation of any applicable law, regulation, or rights of any third party; (d) your User Content or any content you submit, post, or transmit through the Platform; (e) any Generated Documents you create, distribute, submit, or use; (f) any proposals, estimates, invoices, or other documents you create through the Platform; (g) your business relationships, contracts, agreements, or dealings with clients or third parties; (h) any claims by third parties relating to your use of the Platform or Content; (i) your negligence, willful misconduct, or fraud; (j) infringement or misappropriation of any Intellectual Property Rights or other rights of any third party; (k) your failure to obtain necessary consents or authorizations; or (l) any injury, death, or property damage caused by your acts or omissions. PROPOSIO reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with PROPOSIO in asserting any available defenses. This indemnification obligation will survive termination of these Terms and your use of the Platform.
These Terms commence on the date you first access or use the Platform and continue until terminated in accordance with this Article XIII.
You may terminate these Terms at any time by: (a) canceling your Subscription through the Platform or customer portal; (b) ceasing all use of the Platform; and (c) deleting your Account if such functionality is available. Termination does not relieve you of any obligations to pay accrued fees or charges. You will not be entitled to any refunds except as expressly provided in these Terms.
PROPOSIO may suspend or terminate your access to the Platform, delete your Account, or terminate these Terms at any time, with or without cause, with or without notice, effective immediately. Without limiting the foregoing, PROPOSIO may terminate or suspend your access for: (a) breach of these Terms; (b) violation of applicable laws; (c) fraudulent, abusive, or otherwise illegal activity; (d) failure to pay fees when due; (e) extended periods of inactivity; (f) conduct that PROPOSIO believes is harmful to the Platform, other Users, or PROPOSIO's interests; or (g) any other reason in PROPOSIO's sole discretion.
Upon termination of these Terms for any reason: (a) your right to access and use the Platform immediately ceases; (b) PROPOSIO may delete your Account and all associated User Content without notice or liability; (c) you must cease all use of the Platform and any PROPOSIO Content; (d) you remain liable for all fees and charges accrued prior to termination; (e) all provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification obligations, limitations of liability, dispute resolution provisions, and general provisions; and (f) termination does not relieve either party of obligations incurred prior to termination.
Upon termination, PROPOSIO may retain your User Content and Account information as necessary to comply with legal obligations, resolve disputes, enforce agreements, or as otherwise permitted or required by law. PROPOSIO has no obligation to retain, store, or provide access to User Content following termination. You are solely responsible for exporting and backing up your data before termination.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. You and PROPOSIO agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or your relationship with PROPOSIO (collectively, "Disputes") shall be resolved exclusively through final and binding arbitration, rather than in court, except that: (a) you may assert claims in small claims court if your claims qualify; and (b) you or PROPOSIO may seek equitable relief in court for infringement or misappropriation of Intellectual Property Rights.
Any arbitration shall be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA Rules. The arbitration shall take place in the federal judicial district in which you reside or at another mutually agreed location. Unless otherwise agreed, the arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding.
Payment of all filing, administration, and arbitrator fees shall be governed by the AAA Rules. If the arbitrator finds that you cannot afford to pay the AAA's filing, administrative, hearing, and/or other fees and cannot obtain a waiver, PROPOSIO will pay them for you. Each party shall bear its own attorneys' fees and costs in arbitration unless the arbitrator awards attorneys' fees and costs to the prevailing party.
YOU AND PROPOSIO AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND PROPOSIO AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR COLLECTIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S).
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PROPOSIO WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and PROPOSIO are instead electing that all Disputes shall be resolved by arbitration. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Before initiating arbitration, you and PROPOSIO agree to first attempt to resolve any Dispute informally for at least thirty (30) days. You must send written notice of your Dispute to PROPOSIO's legal department describing the Dispute and your proposed resolution. PROPOSIO will send any notice to your email address on file. If the Dispute is not resolved within thirty (30) days, either party may initiate arbitration.
You have the right to opt out of this arbitration provision by sending written notice of your decision to opt out to PROPOSIO's legal department within thirty (30) days of first registering your Account. If you opt out, all other terms of this Agreement shall continue to apply, and you and PROPOSIO agree that any Disputes shall be resolved in accordance with Section 14.8.
These Terms and any Disputes shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions. If for any reason a Dispute proceeds in court rather than arbitration, you and PROPOSIO agree to submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and you waive any objection to venue or inconvenient forum.
PROPOSIO reserves the right to modify, amend, update, or revise these Terms at any time in its sole discretion. PROPOSIO will provide notice of material changes by: (a) posting updated Terms on the Platform with a new "Last Updated" date; (b) sending notification to your email address on file; or (c) displaying a notice through the Platform. Your continued use of the Platform following notice of changes constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must immediately cease using the Platform and may terminate your Account. Material changes shall be effective upon posting or such later date as specified in the notice. Non-material changes and clarifications shall be effective immediately upon posting. You should regularly review the most current version of these Terms available on the Platform.
These Terms, together with the Privacy Policy and any other policies or agreements expressly incorporated by reference, constitute the entire agreement between you and PROPOSIO regarding the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from these Terms. The remaining provisions shall continue in full force and effect.
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. PROPOSIO's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of PROPOSIO.
You may not assign, transfer, delegate, or sublicense these Terms or any of your rights or obligations hereunder, whether voluntarily or by operation of law, without PROPOSIO's prior written consent. Any attempted assignment in violation of this provision shall be null and void. PROPOSIO may freely assign, transfer, or delegate these Terms and its rights and obligations hereunder without your consent. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
These Terms are for the sole benefit of you and PROPOSIO and do not create any third-party beneficiary rights. No other person or entity shall have any rights to enforce any provision of these Terms.
PROPOSIO shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, labor strikes, embargoes, government actions, epidemics, pandemics, power failures, internet service provider failures, equipment failures, or acts or omissions of third parties.
You agree to comply with all applicable export control laws and regulations, including those of the United States. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country subject to U.S. embargo and that you are not listed on any U.S. government list of prohibited or restricted parties. You agree not to access or use the Platform in violation of any U.S. export embargo, prohibition, or restriction.
If you are a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), you acknowledge that the Platform constitutes "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in FAR 12.212 and DFARS 227.7202, and that your rights are limited to those specifically granted herein.
All notices, requests, demands, and other communications required or permitted under these Terms shall be in writing and shall be deemed to have been duly given: (a) upon personal delivery; (b) upon confirmation of receipt when sent by email; (c) one business day after deposit with a nationally recognized overnight courier service; or (d) three business days after deposit in the United States mail, registered or certified, return receipt requested, postage prepaid. Notices to you may be sent to the email address you provide during registration or to your Account. Notices to PROPOSIO must be sent to the legal department at the address specified on the Platform.
The relationship between you and PROPOSIO is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between you and PROPOSIO. Neither party has authority to bind the other or incur obligations on behalf of the other.
The headings and captions in these Terms are for convenience only and shall not affect the interpretation of these Terms. As used herein, "including" means "including but not limited to." The use of "or" is not exclusive unless the context clearly requires otherwise. References to "you" include your successors and permitted assigns. These Terms shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument to be drafted.
These Terms are prepared and executed in the English language. Any translation is provided for convenience only. In the event of any conflict or inconsistency between the English version and any translation, the English version shall prevail.
You acknowledge that any breach of these Terms may cause PROPOSIO irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, PROPOSIO shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.
All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to: ownership provisions, warranty disclaimers, indemnification obligations, limitations of liability, dispute resolution provisions, and these general provisions.
If you have any questions, concerns, or complaints regarding these Terms or the Platform, please contact PROPOSIO through the support channels available on the Platform or at the contact information provided therein.
BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT: (A) YOU HAVE READ AND UNDERSTOOD THESE TERMS IN THEIR ENTIRETY; (B) YOU AGREE TO BE BOUND BY THESE TERMS; (C) YOU HAVE HAD SUFFICIENT OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THESE TERMS IF YOU DEEMED IT NECESSARY; (D) YOU UNDERSTAND THAT YOU ARE WAIVING CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE IN COURT AND THE RIGHT TO A JURY TRIAL; (E) YOU UNDERSTAND THE DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED HEREIN; (F) YOU ACKNOWLEDGE THAT AI-GENERATED CONTENT MAY CONTAIN ERRORS AND REQUIRES HUMAN REVIEW; AND (G) YOU ACCEPT ALL RISKS ASSOCIATED WITH USING THE PLATFORM.
PROPOSIO Terms of Use - Version 1.0
Last Updated: December 10, 2025
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