Terms & Conditions
Last updated: January 25, 2018
This Agreement constitutes a binding legal agreement between you as a user of the Platform and Proposa as the provider of the Platform. Your access to and use of any portion of the Platform requires your compliance with this Agreement and the Terms.
By accessing any portion of the Platform, you agree to be bound by this Agreement. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, DO NOT USE THE WEBSITE OR ANY OTHER PORTION OF THE PLATFORM, AND DO NOT USE ANY CONTENT OBTAINED USING THE PLATFORM. This Agreement constitutes a legal agreement between you and Proposa, and shall apply to your use of the Platform even after termination.
PLEASE NOTE: THIS AGREEMENT CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES THAT ARE APPLICABLE TO THE PLATFORM, SO YOU SHOULD READ IT CAREFULLY BEFORE USING THE SERVICES OR ANY OTHER COMPONENT OF THE PLATFORM. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY ACCEPTING A QUOTATION, AN ORDER FORM, OR AN INVOICE THAT REFERENCES THIS AGREEMENT, YOU HEREBY AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT HAS THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.
Access to Platform
You do not have to register to visit the Website, but to use the Services you must first register, create an account (an "Account"), and choose a subscription to the Services (a "Subscription"). You will be asked to provide certain basic information in registering and creating your Account, and all information provided by you in your registration must be true, accurate, current, and complete. You are responsible for maintaining the security of your Account, and you are fully responsible for all activities that occur under your Account and any other actions taken in connection with your Account. You must immediately notify Proposa of any unauthorized uses of your Account.
By creating an Account, you consent to the use of (i) electronic means to complete the Terms and to provide you with any notices given pursuant to the Terms and (ii) electronic records to store information related to the Terms or your use of the Platform.
Only adults, who are at least eighteen (18) years of age, are eligible to register and use any portion or component of the Platform.
Use of Platform
Subject to these Terms, we and our licensors grant to you a limited, personal, non-exclusive, non-transferable license to use the Platform for your business use and not for resale or further distribution. Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title and interest in and to the Platform, including all related intellectual property rights.
You may use the Platform only for purposes as permitted by this Agreement and you agree not to use the Platform for any purpose prohibited by applicable law or regulation. You may not use the Platform if you are a competitor of Proposa. Proposa reserves the right to modify or impose any limitations on the use of the Platform at any time, with or without notice to you. In using the Platform, you shall not do any of the following acts:
- copy, modify, or distribute the Website or any other element of the Platform for any purpose;
- post or submit to the Platform any information in which you impersonate or claim to be any third party, or in which you misrepresent your affiliation with another person or entity;
- transfer, sublicense, lease, lend, rent, or otherwise distribute any aspect or element of the Platform to anyone else;
- reverse-engineer, decompile, or create derivative works of any aspect or element of the Platform;
- make the functionality of the Platform available to multiple users through any means, unless your subscription provides for use by multiple users;
- disclose or share your password with any third party or allowing such third-party access to the Platform;
- take any action that disrupts, tampers with, interferes, or imposes an unreasonable burden on the Platform’s infrastructure, servers, data, or network or those of any third party via the Platform;
- upload any content that contains software viruses, or any computer code, files, or programs designed to interrupt, destroy, or limit functionality of the Platform, or of any computer software, hardware, or telecommunications equipment;
- abuse any element of the Platform in any way; or
- use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Terms.
Subscriptions and Service Packages
Proposa makes available several different Subscriptions to the Services through the Platform, each of which provides for different features and levels of functionality for different fee amounts (each a "Service Package"). You must select your desired Service Package in order to access the Services. Your Subscription commences when you sign up for Services and expires when you cancel your Account.
Your access to and use of the Services is subject to your payment of the applicable fees due for the Service Package selected by you. Such fees do not include taxes, and you are responsible for paying all governmental sales, use, value-added, or other taxes imposed on your purchase or use of the Services. Fees for particular Service Packages may be updated by Proposa from time to time in Proposa’s sole discretion. Payments are due monthly in advance and are non-refundable. If your payment method for your Service Package fails, Proposa may deactivate or disable your Account and collect fees owing using other collection mechanisms.
In the event you upgrade your Service Package at any time, your upgraded Service Package will be effective immediately and you will be billed the applicable service fee for the upgraded Service Package on a pro rata basis for the remainder of your then-current Subscription period.
Our goal is to make the Platform as useful and rewarding for you as possible. To do that, we need to collect and process information from you when you use the Platform.
Proposa may refer to you in our customer list and may use your corporate name and logo for this purpose and on the Website. For the avoidance of doubt, Proposa will not use your name or logo or any other trademark or tradename of yours for any other marketing purposes without your consent.
Content; Use of Platform
Certain portions of the Platform may allow you to post or upload text, graphics, images, and other content for publication or other use through the Services or otherwise on the Platform ("Content"). As between you and Proposa, you own the content you provide, create, store, and process through the Services. Except for material we may license to you, Proposa does not claim ownership of the Content. However, by using the Platform you grant Proposa a worldwide, royalty-free, non-exclusive license to collect, use, and store such Content solely to provide you with the Services. Said license will terminate when you or Proposa terminate your account. For the avoidance of doubt, Proposa will collect usage and service data in aggregate to develop marketing content or to provide the Services.
We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting, publishing, or otherwise making available Content or other materials on the Platform that are believed to violate the Terms or otherwise violate applicable law. We also reserve the right to reclaim Accounts on behalf of users that own a legal claim or trademark on the user’s name.
Suspension and Termination
You may cancel your Subscription to any Service Package at any time without notice through your Account profile on the Website. All cancellations will be effective at the end of your billing cycle and will not be automatically renewed. Cancellation requests through email will not be accepted. You must log into and cancel your Subscription through the Platform to avoid further charges.
Upon any termination by you, your Account may no longer be accessible to you. Any suspension, termination, or cancellation will not affect your obligations to Proposa under the Terms, which by their sense and context are intended to survive such suspension, termination, or cancellation, including but not limited to provisions related to ownership, indemnification, and limitation of liability.
Proposa may immediately terminate or suspend your access to your Account and the Platform and remove any material (including any Content provided by you) associated with such access from the Platform or our servers if you breach the Terms, at our sole discretion and without prior notice to you. We also reserve the right to terminate your Account or your access to the Platform at any time and for any reason, including but not limited to the need to conduct maintenance or if we discontinue any portion of the Platform. Upon termination, all licenses and other rights granted to you under the Terms will immediately cease. We will not be liable to you or any other person for termination of the Services or termination of your use of the Services.
Upon any such termination or suspension, any information (including Content) that you have submitted to the Platform may no longer be accessed by you. Furthermore, we will have no obligation to maintain any information stored in our database related to your Account or to forward any information to you or any other person.
The Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. Proposa and its licensors exclusively own all right, title, and interest in and to the Platform, including all associated intellectual property rights. You may not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights or notices incorporated into or accompanying the Services or any aspect of the Platform. You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit any element of the Platform, except as expressly permitted in the Terms. Any feedback, comments, and suggestions you may provide for improvements to the Platform ("Feedback") will be the sole and exclusive property of Proposa and you hereby irrevocably assign to Proposa all your right, title, and interest in and to all Feedback.
Third Party Services, Websites, or Resources
The Platform may contain content or services provided by third parties and/or links to third party services, websites, or resources. We do not endorse such websites, services, or resources or the content, products, or services on or available from such websites, services, or resources, and we are not responsible or liable for the availability, accuracy, functionality, adherence to third party policies or Proposa policies, or legality of such websites, services, and resources. You are solely responsible for and assume all risk arising from your use of any such websites, services, or resources.
Your use of the Platform is at your sole discretion and risk. Proposa will not be responsible for any harm to your computer or mobile device, loss of data, personal injury, property damage, or other harm that results from your use of the Platform. We do not make any warranties (i) regarding the security, accuracy, reliability, timeliness, and performance of any element of the Platform; or (ii) that the Platform will be error-free or that any errors will be corrected. The Platform may experience intermittent disruptions that prevent you from accessing the Platform and/or utilizing the Services.
We are not responsible for:
- incorrect or inaccurate transcription of information;
- problems related to any of the equipment or software associated with the Platform or used by you;
- human error outside our reasonable control;
- any interruption, deletion, omission, degradation, defect, or line failure of any telephone network or electronic transmission; or
- problems relating to inability to access the Platform.
We disclaim all liability for any technical failures or errors of, on, or connected to the Platform. We will use commercially reasonable efforts to correct any such failures swiftly upon discovering them or being informed about them.
The Platform, and all materials, information, products, and services included therein, is provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATING IN ANY WAY TO THE PLATFORM, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, QUIET ENJOYMENT, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
No advice or information, whether oral or written, obtained by you from Proposa will create any warranty not expressly stated in this Agreement.
Indemnity; Limitation of Liability
You agree to defend, indemnify, and hold Proposa and its officers, directors, employees, and agents harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with (i) your access to or use of the Platform; (ii) your violation of the Terms; or (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right.
YOU UNDERSTAND AND AGREE THAT PROPOSA LIMITS ITS LIABILITY IN CONNECTION WITH YOUR USE OF THE PLATFORM AS SET FORTH BELOW: UNDER NO CIRCUMSTANCES SHALL PROPOSA, ITS PARENTS, SUBSIDIARIES, OR AFFILIATES, OR THE DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF EACH OF THEM (COLLECTIVELY, THE "PROPOSA ENTITIES AND INDIVIDUALS"), BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (1) THE PLATFORM, THE CONTENT, OR YOUR UPLOAD INFORMATION; (2) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE PLATFORM; (3) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY PROPOSA OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE PLATFORM OR CONTENT;(4) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS; OR (5) ANY ERRORS OR OMISSIONS IN THE PLATFORM’S TECHNICAL OPERATION, EVEN IF FORESEEABLE OR EVEN IF THE PROPOSA ENTITIES AND INDIVIDUALS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR STRICT LIABILITY TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF ANY PORTION OF THE PLATFORM). IN NO EVENT WILL THE PROPOSA ENTITIES AND INDIVIDUALS BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE PROPOSA ENTITIES AND INDIVIDUALS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100). THE PROPOSA ENTITIES AND INDIVIDUALS ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY USER'S COMPUTER, HARDWARE, COMPUTER SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION. YOUR ACCESS TO AND USE OF THE PLATFORM IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR ANY OF THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE PLATFORM. YOU RECOGNIZE AND CONFIRM THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES, OR INJURIES THAT ARISE OUT OF PROPOSA’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY ASPECT OF THE PLATFORM OR OTHER PROPERTY OWNED OR CONTROLLED BY PROPOSA AND/OR ITS PARENTS, SUBSIDIARIES, AND/OR AFFILIATES OR YOUR CONTENT, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION, OR EXPLOITATION OF THE PLATFORM OR YOUR CONTENT OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO. BY ACCESSING THE PLATFORM, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE SECTION 1542 (OR ANY ANALOGOUS LAW OF ANY OTHER STATE OR PROVINCE), THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS.
Governing Law; Exclusive Venue
These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflicts of law principles. Any legal suit, action, or proceeding arising out of or relating to the Terms or the transactions contemplated hereby must be instituted in the federal courts of the United States of America or the courts of the State of North Carolina in each case located in the City of Raleigh and County of Wake, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. The parties irrevocably and unconditionally waive any objection to venue of any suit, action, or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
The Terms are the entire agreement between you and Proposa concerning the Platform, and supersede all prior or contemporaneous communications between you and Proposa with respect to the Platform. If any provision of the Terms is deemed invalid by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. No waiver of any term of the Terms shall be deemed a further or continuing waiver of such term or any other term, and Proposa’s failure to assert any right or provision under the Terms shall not constitute a waiver of such right or provision.
We reserve the right, in our sole discretion, to modify, discontinue, or terminate any or all the Platform at any time, or modify the Terms without notice. All modified terms and conditions will be immediately effective as of the date the modified Terms are posted on the Website and will apply to all Accounts and customers enrolled in the Platform. If any modified terms and conditions are not acceptable to you, your sole remedy is to cease using the Services, and if applicable, terminate or cancel your Account. By continuing to access or use the Platform after we have posted the new terms and conditions on the site, you agree to be bound by such changes.
If you have any questions about the Terms, please contact us at firstname.lastname@example.org.