Terms of Service

Welcome to Proposa. These Terms of Service ("Terms") govern your access to and use of the Proposa website, application, and related services (collectively, the "Service"). The Service is operated by Proposa ("Proposa," "we," "us," or "our"). By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Eligibility & account

You must be at least 18 years old, or the age of majority in your jurisdiction, to use the Service. You agree to provide accurate information when creating an account and to keep that information up to date. You are responsible for safeguarding your account credentials and for any activity that occurs under your account.

2. The Service

Proposa provides tools to draft, design, share, and manage client proposals, including AI-assisted draft generation, document templates, PDF rendering, and tracked share links. The Service is provided on an "as-is" and "as-available" basis, and features may be added, changed, or removed at any time without notice.

3. Subscription, billing & refunds

Some features require a paid subscription or one-time purchase. Prices are listed on the pricing page and may change with reasonable notice for future billing periods. By subscribing, you authorize Proposa and its payment processor (Lemon Squeezy) to charge your payment method on a recurring basis until you cancel.

All sales are final. Proposa does not offer refunds for subscription periods, partial periods, or one-time purchases except where required by applicable law. You may cancel your subscription at any time; cancellation takes effect at the end of the current billing period.

4. Your content

You retain all ownership rights in the proposal content, client information, logos, and other materials that you upload or generate using the Service ("Your Content"). You grant Proposa a worldwide, non-exclusive, royalty-free license to host, store, render, transmit, back up, and display Your Content solely as needed to operate the Service for you and to deliver outputs such as PDFs and shared links to recipients you designate.

You represent that you have the rights necessary to use Your Content with the Service, and that Your Content does not violate any third-party rights or applicable law.

5. AI-generated drafts

When you use the AI draft feature, Proposa sends your inputs to a third-party AI provider (currently Anthropic) to generate suggested text. AI outputs may be inaccurate, incomplete, or not suitable for your specific situation. You are solely responsible for reviewing, editing, and approving any AI-generated text before sending it to a client or relying on it. Proposa makes no warranty that AI outputs are accurate, original, non-infringing, or fit for a particular purpose.

6. Proposa intellectual property

The Service, including the Proposa name, logo, website, application code, page layouts, proposal template designs, sample copy, illustrations, screenshots, and the overall "look and feel," is owned by Proposa and is protected by copyright, trademark, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose during the term of your subscription.

You may not, and may not permit any third party to:

• copy, reproduce, mirror, frame, scrape, or republish any portion of the Service or its templates outside of your own client proposals;
• resell, sublicense, rent, lease, or otherwise commercially exploit access to the Service;
• create a competing product, template marketplace, or proposal tool by copying our designs, copy, or workflow;
• reverse engineer, decompile, or attempt to extract source code, model weights, prompts, or trade secrets from the Service;
• use any automated means (bots, scrapers, crawlers) to access the Service except as expressly permitted;
• remove or obscure any copyright, trademark, or other proprietary notice;
• use the Service to develop a machine-learning model that competes with the Service.

Outputs you legitimately generate using the Service for your own client work (e.g. a finished proposal PDF) are yours to use commercially. The underlying templates and design system remain Proposa's.

7. Acceptable use

You agree not to use the Service to:

• break the law, infringe another party's rights, or facilitate fraud;
• send spam, phishing, or other unsolicited messages to recipients of share links;
• upload malware, viruses, or other harmful code;
• impersonate any person or misrepresent your affiliation;
• interfere with, overload, or disrupt the Service or its infrastructure.

We reserve the right to suspend or terminate any account that, in our reasonable judgment, violates these Terms.

8. Third-party services

The Service uses third-party providers including (but not limited to) Anthropic for AI, Clerk for authentication, Lemon Squeezy for payments, Cloudflare R2 for storage, Supabase for database hosting, Vercel for hosting, and Resend for transactional email. Your use of those providers' functionality through the Service may also be subject to their terms and policies.

9. Disclaimer of warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. PROPOSA DOES NOT WARRANT THAT AI-GENERATED OUTPUTS ARE ACCURATE, ORIGINAL, OR FIT FOR ANY PURPOSE.

10. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, PROPOSA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROPOSA'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID PROPOSA IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) USD $50.

11. Indemnification

You agree to defend, indemnify, and hold harmless Proposa from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Your Content; (b) your use of the Service; or (c) your violation of these Terms or any third-party right.

12. Termination

You may stop using the Service and delete your account at any time. We may suspend or terminate your access to the Service at any time, with or without notice, for any breach of these Terms or for any reason in our sole discretion. Sections 4 (license to retain copies as needed for legal/operational reasons), 6, 9, 10, 11, 13, and 14 survive termination.

13. Governing law & disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. Any dispute arising out of or related to these Terms or the Service will be brought exclusively in the state or federal courts located in Delaware, and you consent to personal jurisdiction there. You waive any right to a jury trial and to participate in any class action.

14. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will update the effective date at the top of this page and, where reasonable, notify you in the application or by email. Continued use of the Service after changes take effect constitutes acceptance.

15. Contact

Questions about these Terms? Email us at support@proposa.app.