Terms of Service

We want to keep our relationship with you as lean and informal as possible, but we do have to address some legal formalities. As such, we require you to review these Terms of Service carefully before you start using the Service.

Welcome to Proposify, the online business proposal software owned by Proposify Inc., a company registered in Nova Scotia, Canada and with a mailing address of PO Box 57 Main Dartmouth, NS B2Y 3Y2 ('we' or 'us' or ‘Proposify’). We are excited to have you (on behalf of yourself or you as a duly authorized officer of the corporation that you represent, individually and collectively, ‘you’) as a user of our product and services. The following terms and conditions (collectively, these 'Terms of Service') apply to your use of Proposify including any applicable free trials, any content, functionality, and services offered on or via Proposify (the 'Service'). These Terms of Service constitute a legal agreement and are entered into by and between you and Proposify.

Acceptance of Terms
Accessing, registering for, and/or using the Service in any manner constitutes agreement to the Terms of Service herein. By using the Proposify Service, you accept and agree to be bound and comply with these terms of service and our privacy policy, found here, and incorporated herein by reference. If you do not agree to these terms of service or the privacy policy, you must not access or use the Service.

By your use of this Service, you represent and warrant that you are the legal age of majority under applicable law to form a binding contract with Proposify (either on your own behalf, or as a duly authorized officer of the corporation that you represent that can bind such corporation to these Terms of Service) and meet all of the preceding requirements. You further represent and warrant that you will only use this Service for business purposes and not for any household, personal, or private purposes. If you do not meet all of these requirements, you must not access or use the Service, and Proposify will not be liable for any use of the Service contrary to these terms.

Changes to the Terms of Service

Proposify reserves the right to update the Service and these Terms of Service from time to time, in our sole discretion and without notice. Any and all such modifications are effective immediately upon posting and apply to all with access to and continued use of the Service. We will notify you of any changes to these Terms of Service via email and by posting the updated Terms on Proposify’s website with the new, “Updated On” date listed above. You agree to periodically review the terms and conditions in order to be aware of any such modifications, and your continued use of the Service following the publishing of updated Terms of Service constitutes agreement and acceptance of the revised Terms of Service. If you do not agree with the changes and/or modifications made, you must not use the Service following the effective date of the changes.

Former versions of our Terms of Use are kept on record by Proposify and can be made available upon request.

No Reliance

The content on our Service is not intended to amount to legal advice or opinions on which you should rely. We recommend that you obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of our content.

Although we make reasonable efforts to update the information on our Service, we make no representations, warranties, or guarantees, whether expressed or implied, that the content on our Service Is accurate, complete, or up to date. Your use of the Service is at your own risk and neither Proposify, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of this Service.

Accessing the Service, Security and Privacy

Use of Services and Availability
We're working hard on improving Proposify, but we cannot 100% guarantee that the Service will be up and running 24/7. We make every reasonable effort to ensure our Services remain accessible, and where interruptions may occur, immediate action is taken and Service operations status is monitored and updated via our status page. We reserve the right to suspend or restrict access to some features to users, including in the case of system failure, maintenance, repair or reasons beyond our control. By using the Service, you understand and agree that there may be interruptions to the Services due to circumstances both within our control (eg. routine maintenance) and outside of control. Proposify will not be held liable if for any reason all or any part of the Service is unavailable at any time or for any period.

Creating an Account
To access the Service, you must first register by entering your email address and choosing a password as part of our security procedures. You must treat such information as confidential, never to disclose it to any third party. There is a password reset procedure in the event you forget your password, but you must notify us of any breach of security. We require that you choose a strong password (for example and purely for the purposes of illustration, 'itslongWITHCAPSand99numbers!!') and you should log out from your account at the end of every session. Proposify is not responsible or liable for any loss or disclosure of your data resulting from your use of the Service, including (but not limited to) from your failure to adequately secure your login credentials.

If you have been previously removed and/or banned from our Services, you agree to not create a new account and/or continue to use the service under another name. Proposify will not be liable for any suspension and/or termination of your Account and/or any refusal of any access to use of the Services.

It is a condition of your use of the Service that all the information you provide during onboarding to the Service is correct, current and complete. If required, you may be asked to provide certain registration details or other information. As is common for online services, we reserve the right to suspend or disable any user account, at any time in our sole discretion for any or no reason whatsoever, including, if in our opinion you have failed to comply with any provision of these Terms of Service.

Service Restrictions
You shall use the Service solely for your internal business purposes as contemplated by these Terms of Service and will not at any time whether directly or indirectly: (i) access content and data that is not intended for you; (ii) attempt to tamper or actually tamper with the security of the Service or with the accounts of any of our other customers; (iii) log into a server or account that you are not authorised to access, (iv) attempt to probe, scan or test the vulnerability of the Service or to breach the security or authentication measures without proper authorization - this will result in immediate account suspension; (v) render any part of the Service unusable; (vi) reproduce TCP/IP packet header(s); (vii) use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service; (viii) introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or harmful to the normal operation of the Service; (ix) attack the Service via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing (or otherwise attempt to interfere with the normal operation of the Service); (x) lease, distribute, license, sell or otherwise commercially exploit the Service or make the Service available to a third party other than as contemplated in these Terms of Service; (xi) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (xii) provide to third parties any evaluation or Free Trial (as defined below) version of the Service without our prior written consent.

Prohibited User Content
In addition, you agree to comply with all applicable laws and regulations in your use of the Service and that you will not use the Service to communicate any message or material that:

(i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the intellectual property rights of any person, or is otherwise unlawful; (iii) promotes conduct that could constitute a violation or attempted violation under any applicable law or regulation; (iv) incites violence towards any individual or group; (v) is spam, or any other form of unauthorized and illegitimate solicitation; (vi) impersonates any person or entity.

Enforcement
Proposify has no obligation, nor any responsibility to any person to monitor the Service or its use. We do not and cannot undertake to review material that you or other users submit to the Service, and do not filter or control user content and/or the behaviour of users on the Service. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by you or any other person, subject to applicable laws.

Proposify may (with or without notice to you) take appropriate legal action, including and without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Service. Without limiting the previous statement, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or information of anyone posting any materials on or through the Service.

Security and Privacy
Proposify uses SSL encrypted browsing for all logged-in users, but we cannot guarantee that all usage will be secure. We also do not guarantee that the Service or any content provided on the Service is error-free.

We take the protection of your personal data very seriously. For information on how we use your personal data please see our Privacy Policy.

Where, in providing the Service, Proposify processes personal data on your behalf, this will be governed by our Data Processing Addendum. In agreeing to these Terms of Service, you are also agreeing to the terms of our Privacy Policy and our Data Processing Addendum, which are incorporated into these Terms of Service by this reference.

Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your data (including any confidential or personal information), we cannot guarantee the security of any data transmitted to our Service. Any transmission of data is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Service.

Free Trial

Proposify provides a trial period of our Service (‘Free Trial’), whereby we make available the most basic plan with its associated features. The Free Trial will begin when you submit a registration, and will terminate by either: (i) the Free Trial expiration date, or (ii) the date you subscribe to the Service (as defined below). The Service is provided “as-is” and without warranty of any kind during the Free Trial, and Proposify will not have any liability to you whatsoever in connection with your use of any such Free Trial. Your data that you enter during the Free Trial will be permanently deleted within 12 months following the end of the Free Trial.

Purchase of the Proposify Service

Payment
Payment in full for your subscription term is required up front in order to purchase the Proposify Service, unless otherwise agreed in writing. If you are paying by credit card you confirm that you are authorized to make such purchase and that you are the holder of such card (i.e. that the card is issued in your name).

Subject to your compliance with these Terms of Service (including your payment obligations), the Service will be available to you during the term of your subscription. You agree that your purchase of the Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by us with respect to future functionality or features.

You may give additional users access to the Service up to the number of permitted users specified in your subscription. Users may include you and your employees, consultants, contractors and agents. You must ensure that all Users comply with these Terms of Service and you are responsible for maintaining such compliance. If you exceed the number of Users permitted in your subscription, you will be in breach of these Terms of Service and we will have the right to terminate or suspend your access to the Service or pursue any other remedy available to us. Such breach may be remedied by you if you promptly (i.e., upon discovery of any excess or unauthorized use) contact us and make arrangements for any excess seats to be accounted for and paid for by you.

Failed Charges
It is your responsibility to ensure your credit card on file is valid and up to date. Should payment fail for any reason (expired card, declined payment, etc.), you must provide new credit card information and ensure payment is made in full. If you fail to do so, Proposify may close your account for non-payment within 14 days. In this event, Proposify accepts no liability and is under no obligation to provide access to the service until payment is received in full.

Pricing

Proposify may change the price for the Service from time to time. The changed price will take effect on your Subscription after the expiry of the current term. Any price change will be communicated to you at least 14 days in advance so that you have an opportunity to elect to not renew. If you do not wish to be bound by such changed prices relating to your Service, you may terminate your subscription in accordance with the Section of these Terms of Service entitled “Term and termination” below. Your continued use of the Service after the communication of such price change constitutes an acceptance of the new price.

Automatic subscription renewal

Your subscription to the Service will automatically renew at the end of your term unless you terminate your subscription prior to the end of its term in accordance with the Section entitled “Term and Termination”. At the time of renewal, the payment method you have designated for the purchase of the Service will automatically be charged/invoiced for the applicable subscription.

Term and Termination

These Terms of Service will remain effective until terminated by you or Proposify. You may cancel your subscription at any time by visiting your subscription page, however termination shall take effect at the expiry of the current subscription period. Proposify will not refund or credit any remaining portion of subscription fees for the current term.

Customers are restricted from downgrading their original plan as a means to circumvent our cancellation terms. Such actions are considered a violation of our policies and may result in appropriate measures being taken by Proposify. Subscription plan downgrades (seat reductions) will only take effect at renewal.

Furthermore, it is essential to note that customers will not be entitled to receive any credit to their account in the event of a cancellation occurring within the contracted subscription term. This policy is designed to uphold the integrity of our subscription model and ensure fairness to all subscribers. In using the Service, you agree to adhere to these terms as we strive to maintain a transparent and equitable relationship with our valued customers.

Proposify reserves the right to terminate or suspend your Proposify account at any time in case of unauthorized, or suspected unauthorized use of the Service, whether in violation of this Agreement or otherwise. If Proposify terminates or suspends your Proposify account for any of the reasons set out in these Terms of Service (including any other terms), then to the maximum extent permitted by law, Proposify shall have no liability or responsibility to you, and will not refund any amounts that you have previously paid.

Confidentiality

You and Proposify each agree to keep confidential all privileged information provided by the other party in connection with these Terms of Service and to protect such privileged information. Neither you nor Proposify will disclose or use any confidential information of the other party for any purpose outside the scope of these Terms of Service, except with the disclosing party’s consent or as required by law.

Customer Data

You retain all right, title and interest in/to all data (including personal data) that you upload to the Service or otherwise provide to Proposify through your use of the Service. When Proposify is processing personal data on your behalf, our Standard Data Protection will apply to such processing.

Disclaimer of Warranties, Limitations of Liability, and Indemnification

Limitation of Liability
Except where such exclusions are prohibited by law, under no circumstance will Proposify, its affiliates, or their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors be liable for negligence, gross negligence, negligent misrepresentation, fundamental breach, damages of any kind including any direct, indirect, special, incidental, consequential, or punitive damages, including, but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, breach of privacy, or otherwise, arising out of or in connection with your use, or inability to use, or reliance on, the the Service, any linked websites or such other third-party websites, nor any Service content, materials, posting, or information thereon. In any jurisdictions that prohibit the exclusion and/or limitation of liability for consequential and/or incidental damages, Proposify’s liability is limited to the maximum extent permitted by law.

Technology Limitations and Modifications
Proposify will make every reasonable effort to keep the Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Proposify reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of the Service with or without notice.

Disclaimer of Warranties
Your use of the Service is at your sole risk. The Service, and any content, is provided ‘as is’ and ‘as available’. We disclaim all warranties of any kind, expressed or implied, including, without limitation, the warranties of title, accuracy, merchantability, fitness for a particular purpose and non-infringement.

Indemnification
You waive and hold harmless Proposify, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, and successors from any and all claims, liabilities, or losses resulting from (i) any action taken by Proposify relating to any investigations by either Proposify or by law enforcement authorities; (ii) your use of the Service and/or the inability to use the Service; (iii) your User Content; (iv) your violation of the Terms; (v) intentional misconduct and/or negligence; (vi) your use of the Services that is in violation of any applicable data protection or privacy law.

You discharge and release Proposify, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, and successors from any and all claims, disputes, liabilities, or losses that has arisen directly or indirectly from, or is related to (i) the Service; (ii) incomplete, unreliable, inaccurate, illegal, or infringing content whether created by Proposify or any of its users; and (iii) the conduct of any user.

Third Party Websites and Providers

Proposify utilizes third party service providers, websites or products to host and provide the Service, which are not owned or controlled by us. We have no control over, and assume no responsibility for the content, privacy policies, or practices of any third party website or service.

If you use our Service in conjunction with the applications or services of third parties, your use of such applications or services is subject to the terms and conditions specified by those third parties and we assume no responsibility for your use of them.

Intellectual property

You understand and agree that the Service and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by Proposify, its licensors, or other providers of such material, and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The Proposify name, the registered Proposify trademarks in Australia, Canada, and the U.S.A., the Proposify logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of Proposify and/or its affiliates and licensors. You must not use such marks without the prior written permission of Proposify. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this Service are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

Proposify respects intellectual property rights, and expects you to do the same. The Service and the content provided through Proposify is the property of Proposify or Proposify's licensors and are protected by intellectual property rights. By registering to use the Service, we grant you a non-exclusive, non-transferable licence to use the Service and you acknowledge that, except for the rights granted hereunder, you do not have a right to use the Service (including but not limited to its content) in any manner not covered by or contrary to these Terms of Service.

Restrictions
In particular, you shall not: (i) modify, translate, or create derivative works based on Proposify or any element of the Service; (ii) create any link to Proposify or frame or mirror any content contained or accessible from the Service, (iii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of Proposify; (iv) or access the Service in order to (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Service. Any use of the Service not expressly permitted by these Terms of Service is a breach of conduct and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws. If you violate these Terms, we may terminate your Account immediately.

You must not infringe any third party's intellectual property rights in using the Service. You are not permitted to modify copies of any materials from the Service nor delete or alter any copyright, trademark, or other proprietary rights notices contained on or provided through the Service.

Assignment

You may not assign or transfer this Agreement or any part of it to any third party. Proposify may assign this Agreement or any part of it without restrictions.

Entire agreement

Unless otherwise agreed to by Proposify in writing, these Terms of Service constitute the entire agreement between Proposify and you.

You agree and confirm that you have not accepted these Terms of Service in reliance of or to any oral or written representations made by Proposify not contained in this Agreement.

Severability

Should any provision of these Terms of Service be held invalid or unenforceable, such invalidity or enforceability shall not affect or render invalid or unenforceable the remaining provisions of these Terms of Service. The application of the remaining provisions shall be enforced to the extent permitted by law.

Independent Contractors

You and Proposify are independent contractors. These Terms of Service do not create a joint venture or partnership between you and Proposify and neither are by virtue of these Terms of Service authorised to act as an agent, employee or representative of the other party.

Amendment and Waiver

Proposify may revise these Terms of Service from time to time. Any waiver of any right or remedy under these Terms of Service by Proposify must be in writing and signed by us. No delay in exercising any right or remedy shall operate as a waiver of such right or remedy. A waiver on one occasion shall not be construed as a waiver of any right or remedy on any future occasion.

Notices

Any notices under these Terms of Service shall be in writing and shall be deemed to have been delivered: (i) upon personal delivery; (ii) the fifth business day after mailing; or (iii) the third business day after sending by email. Notices to Proposify shall be addressed as follows:

Proposify Inc.

Attn: Legal Department

PO Box 57 Main

Dartmouth, Nova Scotia

B2Y 3Y2

Canada

Or, via e-mail: support@proposify.com

Mandatory Arbitration and Exception; Waiver of Class Action Rights; Limitations Period; and Venue and Choice of Law

i. You and Proposify agree that any dispute, claim or controversy arising out of or relating in any way to the Service or your use thereof, including our Agreement, shall be determined by mandatory binding arbitration. You agree that the Commercial Arbitration Act of Nova Scotia governs the interpretation and enforcement of this provision, and that you and Proposify are each waiving the right to a trial by jury and the right to participate in a class or multi-party action suit. This arbitration provision shall survive termination of these Terms of Service and the termination of your subscription to the Service.

Furthermore, the arbitrator shall not consolidate any other person's claims with your claims, nor preside over any form of a multi-party or class proceeding. If this specific provision is found to be unenforceable in any way, then the entirety of this arbitration section shall be null and void. The arbitrator is not authorized to grant declaratory or injunctive relief. Any arbitration must begin by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first discovers the act, omission or default giving rise to the claim; there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the applicable arbitration rules, with Proposify covering any deemed ‘excessive’ fees.You and Proposify further agree that applicable laws of Nova Scotia shall exclusively govern any dispute. The sole and exclusive venue for the resolution of any dispute, whether or not subject to mandatory arbitration as described above, shall lie in Nova Scotia.

ii. You and Proposify agree that any claims seeking to enforce, protect, or determine the validity or ownership of any intellectual property rights, and any claims related to allegations of theft, piracy/unauthorized use of the Service are NOT subject to mandatory arbitration. Instead, you and Proposify agree that the preceding claims (including, but not limited to, claims for injunctive or equitable relief) shall be exclusively decided by Courts of competent jurisdiction in Nova Scotia, Canada. This arrangement does not apply to other types of disputes, which may still be subject to mandatory arbitration.

iii. You and Proposify agree that each may bring claims against the other only in our respective individual capacities, and not as a class member or in any representative capacity or proceeding involving any other person(s).

English version prevails

In the event that these Terms of Service are translated into other languages and there is a discrepancy between the two language versions, the English language version shall prevail to the extent that such discrepancy is the result of an error in translation. Copyright © 2021 Proposify and its affiliates. All rights reserved.

Proposify Inc.

PO Box 57 Main Dartmouth, NS B2Y 3Y2