Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you” or “Customer”) and ProposalEdge, Inc. (“ProposalEdge,” “we,” “us,” or “our”) governing your access to and use of the ProposalEdge.ai platform, including all associated software, APIs, documentation, and services (collectively, the “Service”).

1. Acceptance of Terms

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are using the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and “you” refers to both you individually and the organization.

If you do not agree to these Terms, you may not access or use the Service. We reserve the right to modify these Terms at any time. Material changes will be communicated at least 30 days in advance via the email address associated with your account. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

2. Description of Service

ProposalEdge is an AI-powered platform that assists government contractors in preparing responses to federal Requests for Proposal (RFPs). The Service includes:

• RFP document analysis and requirement extraction
• Compliance matrix generation and tracking
• Win theme and success metric development
• AI-assisted proposal section drafting
• Quality scoring and content assessment
• Document management and organization
• Proposal export in various formats

The Service is a drafting and analysis tool. All generated content requires human review, editing, and approval before submission to any government agency. ProposalEdge does not guarantee that any proposal will be selected for award.

3. Accounts & Registration

To use the Service, you must create an account by providing accurate, current, and complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activity that occurs under your account
• Promptly notifying us of any unauthorized access or use
• Ensuring that all users within your organization comply with these Terms

You may not share account credentials, create accounts using false information, or create multiple accounts to circumvent usage limits. We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe are being used fraudulently.

4. Subscriptions & Payment

4.1 Free Trial

New accounts receive a 14-day free trial with limited functionality. Trial accounts are subject to the content restrictions described in the Service, including restrictions on copying, downloading, and exporting generated content. No payment information is required for the trial period.

4.2 Paid Subscriptions

Paid subscriptions are billed on a monthly or annual basis, as selected at the time of purchase. All fees are quoted in U.S. dollars and are non-refundable except as expressly stated in these Terms or required by applicable law. Subscription fees are subject to change with at least 30 days' notice before your next billing cycle.

4.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period; you retain access until then.

4.4 Payment Processing

Payment is processed securely by Stripe, Inc. By providing payment information, you authorize us to charge the applicable fees to your designated payment method. You are responsible for keeping your payment information current. If a payment fails, we may suspend access to the Service until the outstanding balance is resolved.

4.5 Refunds

If you are unsatisfied with the Service within the first 30 days of your initial paid subscription, you may request a full refund by contacting support@proposaledge.ai. After 30 days, fees are non-refundable. Refunds for annual subscriptions are prorated based on the number of full months remaining.

5. Acceptable Use

You agree not to use the Service to:

• Violate any applicable federal, state, or local law or regulation
• Upload documents containing classified or top-secret government information
• Submit content that is fraudulent, misleading, or intended to deceive a government evaluator
• Attempt to reverse-engineer, decompile, or extract the underlying AI models or algorithms
• Circumvent or disable any security, authentication, or access control features
• Use automated tools (bots, scrapers) to access the Service beyond the provided API
• Resell, sublicense, or provide the Service to third parties without our written consent
• Interfere with or disrupt the integrity or performance of the Service
• Use the Service to generate content for purposes unrelated to government contracting proposals

Violation of these restrictions may result in immediate suspension or termination of your account without refund.

6. Your Content & Data

6.1 Ownership

You retain all ownership rights in the documents, data, and other materials you upload to the Service (“Your Content”). Nothing in these Terms transfers ownership of Your Content to ProposalEdge.

6.2 License Grant

By uploading Your Content, you grant ProposalEdge a limited, non-exclusive, non-transferable license to use, process, and store Your Content solely for the purpose of providing the Service to you. This license terminates when you delete Your Content or close your account.

6.3 Data Handling

We process Your Content in accordance with our Privacy Policy. Your Content is not shared with other customers, used for advertising, or sold to third parties. Your Content may be transmitted to third-party AI providers solely for the purpose of generating proposal content, subject to data processing agreements that prohibit those providers from retaining or using Your Content for any other purpose.

6.4 Responsibility

You are solely responsible for the accuracy, legality, and appropriateness of Your Content. You represent that you have all necessary rights and permissions to upload Your Content and that it does not infringe any third party's intellectual property or other rights.

7. AI-Generated Content

7.1 Nature of Generated Content

The Service uses artificial intelligence to generate proposal content based on Your Content and RFP requirements. AI-generated content is produced algorithmically and may contain errors, omissions, inaccuracies, or content that does not fully address RFP requirements. Generated content is a starting point, not a finished deliverable.

7.2 Your Responsibility

You are solely responsible for reviewing, editing, and validating all AI-generated content before including it in any proposal submission. ProposalEdge does not review generated content for accuracy, completeness, compliance with specific RFP requirements, or adherence to federal acquisition regulations. Submission of AI-generated content to a government agency without adequate human review may result in proposal disqualification, negative past performance evaluations, or other adverse consequences.

7.3 Ownership of Generated Content

Subject to your active paid subscription, you own the rights to AI-generated content produced by the Service using Your Content. This ownership vests upon generation and does not require additional licensing from ProposalEdge. ProposalEdge retains no rights to your generated proposals.

7.4 Quality Scores

Quality scores, compliance assessments, and other evaluative metrics provided by the Service are automated estimates intended to guide your review process. They are not guarantees of proposal quality or competitiveness and should not be relied upon as the sole measure of proposal readiness.

8. Intellectual Property

The Service, including its software, algorithms, user interface, design, documentation, and all related intellectual property, is owned by ProposalEdge and protected by copyright, trademark, patent, and other intellectual property laws. These Terms grant you a limited, revocable, non-exclusive, non-transferable license to use the Service for its intended purpose during your subscription period.

“ProposalEdge” and associated logos are trademarks of ProposalEdge, Inc. You may not use our trademarks without prior written consent.

9. Confidentiality

Each party agrees to protect the other party's confidential information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Confidential information includes Your Content, account data, pricing, and any non-public information about the Service.

We will not disclose Your Content or account information except: (a) as necessary to provide the Service, (b) with your consent, (c) as required by law or legal process, or (d) to protect the rights, safety, or property of ProposalEdge or others. If compelled by law to disclose your information, we will provide you with prior notice when legally permitted.

10. Disclaimers & Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Without limiting the foregoing, ProposalEdge does not warrant that:

• The Service will be uninterrupted, error-free, or secure
• AI-generated content will be accurate, complete, or suitable for any particular RFP
• Quality scores or compliance assessments will accurately predict proposal outcomes
• Use of the Service will result in any contract award
• The Service will meet all of your specific requirements

You acknowledge that government contracting is inherently competitive and uncertain, and that no tool or service can guarantee proposal success.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROPOSALEDGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITY; LOSS OF OR DAMAGE TO DATA; COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR PROPOSAL DISQUALIFICATION OR FAILURE TO RECEIVE A CONTRACT AWARD, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

PROPOSALEDGE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO PROPOSALEDGE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless ProposalEdge and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service or any content you submit through the Service
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Any proposal or document you submit to a government agency using content generated by the Service
• Any claim that Your Content infringes a third party's intellectual property rights

13. Termination

13.1 By You

You may cancel your subscription and close your account at any time through your account settings or by contacting support. Upon cancellation, you retain access through the end of your current billing period. After your access ends, your data will be deleted in accordance with our Privacy Policy.

13.2 By ProposalEdge

We may suspend or terminate your access to the Service immediately, without prior notice, if:

• You breach any provision of these Terms
• Your payment method fails and is not resolved within 14 days
• We reasonably believe your account is being used fraudulently or in violation of law
• Continued provision of the Service to you would violate applicable law

In the event of termination for cause, no refund will be provided. If we terminate your account without cause, we will provide a prorated refund for the unused portion of your subscription.

13.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately. You may request an export of Your Content within 30 days of termination by contacting support. After 30 days, all associated data will be permanently deleted. Sections 6.1, 7.3, 10, 11, 12, and 14 survive termination.

14. Governing Law & Disputes

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States, without regard to its conflict of laws principles. This choice of law reflects the proximity to the federal government contracting community that the Service is designed to serve.

14.2 Dispute Resolution

Before initiating any formal proceeding, you agree to first attempt to resolve any dispute informally by contacting us at legal@proposaledge.ai. We will attempt to resolve the dispute within 30 days. If informal resolution fails, any dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in Arlington, Virginia. The arbitrator's decision shall be final and enforceable in any court of competent jurisdiction.

14.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a class, consolidated, or representative action. If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

14.4 Exceptions

Notwithstanding the above, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any order forms or subscription confirmations, constitute the entire agreement between you and ProposalEdge regarding the Service and supersede all prior agreements and understandings.

15.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of ProposalEdge.

15.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. ProposalEdge may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms.

15.5 Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, pandemic, power failure, internet outages, or failures of third-party service providers.

15.6 Notices

Notices to ProposalEdge should be sent to legal@proposaledge.ai. Notices to you will be sent to the email address associated with your account. Notices are deemed received when delivered by email.

16. Contact

For questions about these Terms, contact us at:

• Legal: legal@proposaledge.ai
• Support: support@proposaledge.ai