Terms of Use

Introduction

Welcome to Proposiq, an AI-powered software platform designed to help businesses streamline the Request for Proposal (“RFP“) process. These Terms of Use (“Terms“) govern your access to and use of the Proposiq website (www.Proposiq.com), our software services, and all associated features (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you are using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and that both you and the entity accept these Terms. If you do not agree to these Terms, do not use the Services.

Eligibility and Account Registration

You must be at least 18 years old and have the legal capacity to enter into these Terms. To access certain features, you may be required to create an account. You agree to provide accurate and complete information when creating an account and to keep this information up to date. You are responsible for safeguarding your login credentials and for any activity that occurs under your account.

Services Description

• Upload documents (e.g., RFPs, DDQs, marketing collateral);
• Analyze and store proprietary content for reuse;
• Leverage AI to generate responses to RFPs and related questionnaires;
• Manage document workflows efficiently.

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time without liability.

Subscription and Payment Terms

Proposiq offers Services on a subscription basis, billed either monthly or annually in advance. All fees are non-refundable except as required by law. By subscribing, you authorize us or our third-party payment processor to charge your payment method for the applicable fees.

We may change pricing or introduce new fees with advance notice. Continued use of the Services after a pricing change indicates your acceptance.

Service Usage Restrictions

• AI Call Limits: The number of direct AI server invocations to respond to user queries or indirect invocations to fulfill designated services (e.g. responding to questions on a document, formatting results, conducting QC on response quality etc.) within a given period (e.g., daily or monthly).
• Document and Data Upload Limits: The total number, size, or volume of documents, files, or data a user may upload, store, or process through the platform within a given period.
• Limits for Third-Party Services: Any services provided by third parties (for document parsing, web searching, telemetry etc.) may be subject to additional usage limits within a given period.

Proposiq may adjust these limits from time to time, and will make reasonable efforts to notify users of material changes. Excessive usage that exceeds these limits may result in throttling, additional fees, service suspension, or termination, at Proposiq`s sole discretion.

Specific usage limits applicable to your subscription plan may be outlined in your Order Form, Subscription Agreement, or Documentation.

Data Usage and Confidentiality

You may upload confidential or proprietary content into the Services. We take reasonable administrative, technical, and organizational measures to protect your content. However, you are solely responsible for ensuring that the content you upload complies with applicable data protection laws and does not infringe upon the rights of third parties.

Uploaded content may be processed by our AI models and by foundational models provided by third parties, solely to deliver the Services to your organization. Customer content will not be retained nor used to train, improve, or modify any AI models, whether operated by us or by third-party providers.

We agree to maintain the confidentiality of non-public content uploaded to the Services and to use it solely for the purpose of providing the Services, unless otherwise required by law or expressly permitted by you.

We reserve the right to collect and analyze usage data and traffic to ensure and improve the quality of service. We may use third-party tools and services as part of this and your use of our tools and services are subject to these third-party Terms of Service where applicable.

Intellectual Property

All intellectual property rights in the Services, including software, documentation, and branding, are owned by or licensed to Proposiq. You retain ownership of content you upload, but grant us a limited license to use, reproduce, and process that content solely for the purpose of providing the Services.

• Reverse engineer, decompile, or disassemble the software;
• Use the Services to build a competitive product;
• Remove or obscure any proprietary notices.

Acceptable Use

• Violate any applicable law or regulation;
• Upload unlawful, harmful, or offensive material;
• Disrupt or compromise the integrity or performance of the Services;
• Attempt unauthorized access to the Services or related systems.

We reserve the right to suspend or terminate your access for violations of these Terms or applicable laws.

AI Output Disclaimer

AI-generated content is provided for informational purposes only and may contain inaccuracies or errors. You are solely responsible for reviewing and validating any AI output before relying on it. Proposiq disclaims all liability arising from use of such outputs.

Export Controls and Sanctions Compliance

You agree not to use the Services in violation of any applicable export control, trade sanctions, or anti-terrorism laws, including those administered by the U.S. Department of Commerce, OFAC, or the European Union.

Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, PROPOSIQ DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROPOSIQ AND ITS AFFILIATED PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY. OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES SHALL NOT EXCEED TWENTY FIVE U.S. DOLLARS ($25.00 USD).

• Delays or failures caused by internet issues or third-party service providers;
• Errors or incompleteness in AI-generated outputs;
• Loss of data where backups are not maintained by you;
• Payment processing errors caused by third-party processors.

Indemnification

You agree to indemnify and hold harmless Proposiq, its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims arising out of or relating to:

• Your use of the Services;
• Your content;
• Your violation of these Terms or applicable laws.

Termination

You may stop using the Services at any time. We reserve the right to terminate or suspend your access to the Services at our discretion, with or without notice, for any breach of these Terms.

Upon termination, all rights granted to you will cease, and you must cease all use of the Services. You may request deletion or export of your uploaded content upon termination, subject to applicable law and our data retention obligations. Proposiq is not obligated to retain your content more than 30 days after termination unless otherwise required.

Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the Services—including the breach, termination, enforcement, interpretation, or validity thereof—shall be resolved by final and binding arbitration, administered by the American Arbitration Association (“AAA“) under its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, by a single arbitrator.

You and Proposiq agree that the arbitration will be conducted on an individual basis and not as a class, collective, or representative action. The arbitrator may award any relief permitted by law and these Terms.

Notwithstanding the foregoing, either party may bring a claim in small claims court or seek injunctive or equitable relief for misuse of intellectual property without engaging in arbitration.

Force Majeure

Proposiq will not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, labor disputes, internet outages, denial-of-service attacks, governmental actions, or failures of third-party infrastructure or services.

Changes to These Terms

We may update these Terms from time to time. We will notify you of significant changes by posting the updated Terms on our website or through other communications. Your continued use of the Services after such changes constitutes acceptance of the updated Terms.