Terms of Use

Welcome to Proposaly!

1. Acceptance of Terms

   By accessing or using the Proposaly.io platform (the “Platform”), which is owned and operated by Adcore Inc. or its affiliates (“Proposaly”, “We”, “Us” or “Our”; references to “Proposaly” include Adcore Inc. and the affiliate operating the Platform from time to time), you, and the business on whose behalf you act, (the “User”, “You”, or “Your”) agree to be bound by these Terms of Use (the “Terms”). If you do not agree to these Terms, you may not use the Platform. If you use the Platform on behalf of a business entity, you represent that you are authorized to bind it, and “You” refers to that entity.

   These Terms incorporate Proposaly's Content Guidelines and Privacy Policy, together with any order form, quote, plan selected in the Platform or signed commercial agreement between You and Proposaly (an “Order Form”). In case of conflict, the Order Form prevails only as to the commercial terms expressly set out in it (scope, fees, Credits, implementation and term); in all other matters these Terms prevail.

   These Terms apply only to You as a business user of the Platform. The persons and entities You or Your Agents interact with through the Platform — including anyone who receives, views, signs or pays for documents sent on Your behalf (“Recipients”) — are not parties to these Terms. Your relationship with Recipients is governed by Your own terms and privacy policy, and You are responsible for all notices to and consents from Recipients; Proposaly's processing of Recipient data on Your behalf is governed by Section 16.

2. Description of Services

   2.1 The Services. Proposaly is an agentic sales and customer-engagement platform provided on a software-as-a-service basis (together with the features described in this Section, the “Services”).

   2.2 Account and Workspaces. You access the Services through a company account (the “Account”). An Account may contain one or more workspaces (“Workspaces”). Each Workspace is a distinct working environment within Your Account, with its own documents, pipeline, team members, branding, integrations and Agent configurations. The number of Workspaces, users, Agents, Channels and features available to You is determined by Your subscription plan.

   2.3 Deliverables. The Platform enables You and Your authorized users to create, manage, send, track, electronically sign and collect payment on six categories of business documents and records (each, a “Deliverable”): (i) leads — prospect records captured and qualified prior to a formal offer; (ii) proposals, including quotes and similar offer formats; (iii) presentations; (iv) agreements, including execution by electronic signature; (v) payment requests, including collection through supported third-party payment providers; and (vi) wallet passes — digital passes deliverable to supported mobile wallet applications. Deliverables exist within a Workspace, may be linked to one another (for example, a lead converted into a proposal, or a proposal accompanied by an agreement and a payment request), and progress through statuses in that Workspace's pipeline.

   2.4 Agents and Channels. The Services include artificial-intelligence agents (“Agents”) that act on Your behalf within the scope, instructions, permissions and Workspace(s) You configure. Agents may interact with Your prospects and customers through one or more communication channels made available on the Platform (each, a “Channel”), which may include web chat, web voice, telephone, WhatsApp, Telegram, email, Facebook Messenger and such additional channels as We may introduce from time to time. Channel availability may vary by Agent type, subscription plan and region, and certain Channels depend on third-party services (including telephony carriers and messaging platforms) subject to those providers' own terms. Within the scope and Channels You enable, Agents may, among other things: answer and place telephone calls; conduct written and voice interactions; capture and qualify leads; create, modify, send and follow up on Deliverables; and execute automation rules and workflows. Agents operate under the same Account- and Workspace-level data and permission boundaries as Your human users, and act only within the Workspace(s) and Channel(s) to which You assign them. Output (as defined in Section 11) generated by Agents at Your direction or configuration is treated as Your content under these Terms. Features and functionalities may be modified, enhanced, or removed at Proposaly's sole discretion.

   2.5 Integrations and related features. The Services further include workflow automation (rules that execute asynchronously following their trigger), document creation and templates, electronic signature, engagement tracking and analytics, a client-facing portal for Your recipients, and payment processing through third-party providers. Platform data may also be exchanged with third-party platforms through multiple means, including Our public API, webhooks, MCPs and third-party integration and automation tools (such as Make, Zapier and n8n), in each case as made available under Your plan and subject to the applicable third party's terms. You are responsible for Your use of any third-party platform connected to the Services and for the data You transmit to or from it.

3. Definitions
   • “Agent Action” — any action, communication, statement, operation or output generated or executed by an Agent or automation rule, whether or not initiated by a human;
   • “User Action” — an action initiated directly by You or a team member using Your account;
   • “Credit” — a limited, non-transferable and revocable right to consume Services, as described in Section 13;
   • “Add-On” — any optional feature, integration, service or product, whether provided by a third party, offered for an additional one-time or recurring charge;
   • “Subscription Term” — the monthly or annual subscription period, or any other period agreed between the parties in writing, set out in the Order Form or selected in the Platform, including renewals;
   • “Billing Cycle” — each recurring period for which fees are charged;
   • “Business Day” — a day (other than Friday, Saturday or a public holiday in Israel) on which banks in Israel are open for business, and “business day” shall be construed accordingly.
4. User Eligibility
   You must be at least 18 years old and have the legal capacity to enter into these Terms. By using the Platform, you represent and warrant that you meet these eligibility requirements. The Platform is intended for business use only.
5. User Account Responsibilities

   5.1 Registration: You must provide accurate and up-to-date information during registration. Proposaly may at any time require verification of Your identity, business and authorized signatories, and may suspend or terminate Your account if such verification is not provided or is unsatisfactory.

   5.2 Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account, including all Agent Actions configured or enabled under it.

   5.3 Prohibited Use: You must not share your account credentials with unauthorized parties or use another user's account without permission. Only Your employees and contractors may be users under Your account, and You are responsible for their compliance with these Terms.

   5.4 Integrations: Where You connect third-party platforms (such as CRM, calendar, messaging or telephony accounts) to the Platform, You authorize Proposaly to exchange data with them and to use the credentials You provide, and You warrant that You are entitled to provide them. Such platforms are governed by their own terms, and Proposaly is not responsible for them or for their handling of Your data.

6. Legal and Regulatory Compliance

   You may only use the Platform to offer services for which you are duly licensed, authorized, and permitted to operate, and solely within jurisdictions where you are lawfully entitled to do so.

   You are responsible for complying with all applicable laws and regulations in each jurisdiction in which You use the Platform, including but not limited to licensing, tax, labor, advertising, privacy and data protection, telecommunications, call-recording, automated-calling, electronic-marketing and anti-spam, and consumer protection obligations.

   Proposaly acts solely as a technological facilitator and does not supervise, monitor, or validate your compliance with legal, regulatory, or contractual obligations. All such responsibilities remain exclusively with you.

7. AI Agents

   7.1 Nature of the Agents. The Agents are software tools made available as part of the Platform and operated by You. When You configure, enable or deploy an Agent, You — not Proposaly — are acting, and every Agent Action is Your action for all purposes, as if performed directly by You or Your authorized users. Proposaly provides the Platform and the Agents as technology only; it does not act on Your behalf, does not represent You, and is not a party to, or guarantor of, any communication, commitment, document or transaction between You and any Recipient.

   7.2 Configured Scope and Responsibility. Agents operate on the basis of the scope, instructions, prompts, scripts, knowledge-base materials, business information, model selections, Channel assignments, permissions and restrictions (or absence thereof) You configure in the Platform (the “Configured Scope”). The Configured Scope is Yours, and You are solely responsible toward Recipients and all other third parties for every Agent Action and Output — including the creation, modification and sending of documents and messages, communications with Recipients, and the execution of automation rules — and for everything sent or stated under Your name. You will indemnify, defend and hold harmless Proposaly against third-party claims arising from Agent Actions, Agent Outputs, or the content of Your Configured Scope.

   7.3 Nature of AI Output. Agents run on generative artificial-intelligence models. Agent Outputs and statements are probabilistic: they may be inaccurate, incomplete or inappropriate, identical Inputs may produce different Outputs, and an Agent may produce statements, commitments or content that deviate from, or were not expressly contained in, Your prompts, instructions or knowledge-base materials. You acknowledge that such deviations are an inherent characteristic of generative AI and not a malfunction of the Platform, and Your responsibility under Section 7.2 applies to them in full. Proposaly gives no warranty as to the accuracy, completeness or suitability of any Agent Output. Outputs, including documents and agreements generated by the Platform, are not legal, financial, tax or other professional advice.

   7.4 Configuration, Restrictions, Model Selection and Testing. Different AI models and reasoning settings made available on the Platform involve trade-offs between output quality, accuracy, speed and usage (token) consumption; lower-capability models or reduced reasoning settings may produce less accurate or less complete Outputs. You are solely responsible for Your configuration and model choices, and for the accuracy and currency of the business information You provide (including pricing, hours, availability and policies). Your responsibility for the Configured Scope includes both affirmative instructions and restrictions: You are responsible for defining not only what an Agent should do and say, but also what it must not do and must not say — including, by way of example, prohibitions on offering discounts, concessions or commitments You have not approved, discussing topics unrelated to Your business, or making representations about pricing, availability or policies beyond the information You have provided. An Agent deployed without restrictions is an Agent You have chosen to deploy without restrictions, and the absence of a restriction in Your Configured Scope shall not limit Your responsibility for the resulting Agent Actions or Outputs. You are responsible for testing that Your configuration is suitable for Your intended use before deploying an Agent toward Recipients. Proposaly is a software provider only; You operate the Agent, including through the instructions and restrictions You give it, which must include instructions to refrain from statements that are inaccurate, misleading, offensive, discriminatory, profane, defamatory, inappropriate or otherwise unsuitable for Your audience or Your business. You acknowledge that an Agent may generate such statements, and Proposaly has no liability for the content of any Agent statement. Proposaly may update, replace or retire underlying AI models from time to time; where a model You selected is retired, Proposaly will designate a reasonably comparable successor.

   7.5 Supervision and Control. Your means of controlling Agent behavior are the configuration, supervision, review and deactivation tools made available on the Platform. You are responsible for monitoring Agent activity, reviewing any consequential action before relying on it, and promptly correcting or withdrawing any erroneous communication to a Recipient. Proposaly may, but is not obligated to, limit, suspend or disable Agent Actions or Agents that it reasonably considers unlawful, abusive or contrary to these Terms; the existence of this right does not create any duty of Proposaly to monitor or review Agent activity.

   7.6 Disclosure to Recipients. You are responsible for ensuring that Recipients are informed, in a clear and timely manner, that they are interacting with an artificial-intelligence agent and not a human, wherever applicable law or good practice so requires. Where the Platform provides built-in disclosure mechanisms (such as Agent labeling, greetings or notices), You will not remove, disable, obscure or circumvent them, and You will not configure or instruct an Agent to claim to be human or to conceal its artificial nature. Proposaly may require or display such disclosures notwithstanding Your configuration.

   7.7 Recipient Communications and Applicable Law. You are solely responsible for ensuring that Your deployment of Agents — including outbound calling, messaging, call recording, marketing communications and data collection — complies with all laws applicable to You and Your Recipients, including telemarketing, spam, call-recording consent, consumer-protection and privacy laws, and with the terms of any third-party Channel (such as telephony carriers and messaging platforms).

   7.8 Electronic Signatures. Proposaly does not warrant that documents signed through the Platform are valid, binding or enforceable in any jurisdiction; You are responsible for determining the electronic signature and form requirements applicable to Your documents and Your Recipients.

8. Voice Agents, Calls and Transcripts

   8.1 Lawful Deployment. You are solely responsible for the lawful deployment of voice and messaging Agents in each jurisdiction in which You use them, including obtaining all consents required for the processing, transcription and (where applicable) recording of calls, disclosing to callers and Recipients that they are interacting with an AI agent where required, complying with outbound-calling, permitted calling hours, do-not-call, automated-dialing and anti-spam rules, and honoring opt-out requests.

   8.2 Transcripts; No Call Recording. The Platform does not create or store audio recordings of calls. The Platform generates and stores a written transcript and conversation log of each Agent call and interaction. Transcripts and Agent conversation logs form part of Your Content; You are responsible for the personal data contained in them and for exporting any content You wish to retain beyond the applicable retention period. You acknowledge that a transcript is a machine-generated rendering of a conversation and may contain transcription errors or omissions, and that it may not constitute a verbatim or evidentiary record of the call.

   8.3 Recording by You. If You wish to record calls, or if applicable law, regulation or industry rules require You to create or retain audio recordings of calls (rather than, or in addition to, transcripts), You are solely responsible for implementing such recording through Your own systems or third-party services, for obtaining all required consents and giving all required notices, and for the storage, security and retention of such recordings. Proposaly has no obligation to provide, enable or verify call recording, and shall have no liability for Your failure to record, retain or produce any call where recording was required of You.

   8.4 Telephony Dependencies. Voice Services depend on third-party telephony, number and speech providers, and Proposaly does not guarantee call quality, connectivity, number availability, porting or caller-ID presentation.

9. Automations
   Automations, Agent workflows and scheduled actions run asynchronously on a best-effort basis. Proposaly does not guarantee that any automation will execute at a particular time, in a particular order, or at all, and is not liable for delayed, duplicated, partial or unexecuted automations, except as expressly agreed in a separately signed service level agreement. You are responsible for testing and monitoring Your automations.
10. License and Intellectual Property

    10.1 License to Use: Proposaly grants you a limited, non-exclusive, non-transferable, and revocable license to use the Platform solely for its intended purposes and Your internal business purposes during the Subscription Term.

    10.2 Ownership: All rights, title, and interest in the Platform, including but not limited to trademarks, logos, Agents, models, prompts, workflows and software, remain with Proposaly. You may not use Proposaly's name, marks or logos without written consent. Proposaly may use aggregated, de-identified usage data to operate and improve the Platform. Any feedback or suggestions You provide may be used by Proposaly without restriction or obligation.

    10.3 Restrictions: You may not:

    1. copy, modify, adapt, translate, distribute, sell, lease, sublicense, create derivative works or otherwise exploit the Platform or any part thereof;
    2. reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform or the prompts, models or weights underlying any Agent;
    3. use the Platform to develop or provide a competing product or service, or publish benchmarks or performance comparisons of the Platform without Proposaly's written consent;
    4. upload, share, or distribute unlawful, harmful, or infringing content;
    5. interfere with or circumvent any security or access controls of the Platform, or conduct penetration or vulnerability testing without Proposaly's written consent;
    6. use the Platform outside the scope of your lawful business activities or in jurisdictions where you are not authorized to operate; or
    7. use the Platform or any Agent to impersonate a human in a deceptive manner, to deny that a recipient is interacting with an AI agent where disclosure is required, or for unsolicited calls or messages in violation of applicable law.
11. User Content

    11.1 Ownership: You confirm that you own all rights in and to any Content (as defined in Proposaly's Content Guidelines), that you upload, create, develop, or provide, as well as any Content imported, connected, copied, or uploaded to the Platform by Proposaly on your behalf, or that you have obtained all rights and consents required for it to be processed through the Platform. You retain full ownership of all Content you upload or create using Proposaly. As between the parties, You own the Outputs generated by Agents for You, subject to Proposaly's rights in the Platform; AI-generated Outputs are not unique and similar outputs may be generated for others.

    11.2 License to Proposaly: To the extent required under applicable laws and regulations, you grant Proposaly a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to: (a) access, upload, copy, modify, analyze, duplicate, display, and perform any necessary technical operations on any Content you (or your clients, representatives, or end users) upload or generate through the Proposaly Platform (“Inputs” and “Outputs”, including business information, scripts, documents, messages, transcripts, Agent conversation logs and Agent outputs) in order to: operate, maintain, and improve the Proposaly Platform and related services; review Inputs and Outputs as needed to support Platform functionality, compliance efforts, or other legitimate business or legal purposes; ensure the security, reliability, and performance of the Platform; (b) share or provide access to such Inputs and Outputs with third-party service providers or subcontractors engaged by Proposaly (including AI model, speech and telephony providers), as reasonably necessary to deliver the services and features of the Platform.

    11.3 Responsibility: You acknowledge that you are solely responsible for ensuring that your Content complies with all applicable laws, third-party rights, and Proposaly's Content Guidelines.

12. Implementation and Professional Services

    12.1 Fees. Proposaly may charge one-time fees for implementation, setup, custom integration work (including development of custom connectors, MCP servers or integrations with Your or third-party platforms), data migration, training or dedicated support, in each case as set out in the Order Form or price list (“Professional Services”). Any waiver or discount of such fees is a one-time accommodation for the specific engagement only and creates no entitlement for any future engagement, expansion or renewal.

    12.2 Scope and Acceptance. Professional Services are one-time engagements limited to the scope described in the applicable Order Form. Unless expressly stated otherwise, the scope does not include future maintenance, updates, adjustments or re-work of any deliverable, including where changes are later required due to modifications in Your systems, Your third-party platforms or their APIs, Your business information, or Your requirements. Any such further work constitutes a new engagement subject to additional fees. A Professional Services deliverable is deemed accepted upon the earlier of (i) Your written confirmation, (ii) Your productive use of it, or (iii) ten (10) business days after delivery without written notice of material non-conformity with the agreed scope.

    12.3 As-Is Deliverables; Dependencies. Custom integrations and connectors are provided “as is” as of delivery and depend on third-party platforms, APIs and credentials outside Proposaly's control. Proposaly does not warrant that a delivered integration will continue to function following changes made by You or by any third party, and is not responsible for the availability, terms or conduct of the third-party platforms being integrated.

    12.4 Your Cooperation. You will provide in a timely manner the information, access, credentials, integrations, test environments, personnel availability and feedback required for implementation. No Subscription Term, Credit validity period or Professional Services timeline obligation of Proposaly is extended or affected by Your delay, and Proposaly may invoice for Professional Services work performed or reserved where a project is delayed or suspended for Your reasons beyond thirty (30) days.

    12.5 Ownership. Unless the Order Form states otherwise, all integrations, connectors, configurations and other work product created in the course of Professional Services, and all intellectual-property rights in them, remain the property of Proposaly and are licensed to You for use with the Services during Your subscription. Proposaly may reuse know-how, tools and generic components developed in any engagement for other customers.

13. Fees, Credits and Payment

    13.1 Subscription Fees. Use of the Platform requires payment of subscription fees for the Subscription Term and/or the purchase of Credit packages, as set out in the Order Form or selected in the Platform. Your subscription may also include recurring charges for upgrades and Add-Ons You enable (such as dedicated telephone numbers, telephony services or payment-processing capabilities), as set out in Section 13.7. Fees are non-refundable unless otherwise expressly agreed in writing. Fees for Professional Services under Section 12 are one-time charges, invoiced separately from, and in addition to, subscription fees and Credits, and do not form part of any subscription or renew with it.

    13.2 Credits. Your subscription includes an allocation of Credits, and the Services are consumed in Credits. Credits are consumed by Your use of the Platform across all its features, including, without limitation: Agent Actions, call minutes and written interactions; the creation, sending and processing of Deliverables; automation and workflow executions; user seats; payment processing; data storage; underlying AI model usage (including tokens consumed by Agents and generative features); integrations and API usage; and any other feature or resource designated as Credit-consuming in the Platform. The Credit rate of each action or resource is published in the Platform, and Your consumption is reflected in Your billing section. Proposaly may update the Credit rate of any action or resource from time to time at its sole discretion, effective upon publication in the Platform. Credits have no cash value, may not be transferred, assigned or redeemed, and once consumed cannot be cancelled or refunded. The Platform's records are final and binding evidence of Credit consumption and balance.

    13.3 Monthly Plans. Credits are allocated at the start of each Billing Cycle. Unused Credits expire automatically at the end of that Billing Cycle and do not roll over. Additional Credit packages are not available on monthly plans; usage beyond Your allocation is handled under Section 13.5 (where an online payment method is registered) or Section 13.6.

    13.4 Annual Plans. Where You subscribe for an annual term, the full annual Credit allocation is credited upfront and expires at the end of the twelve (12) months of the Subscription Term. Annual plans may be paid by an online payment method registered in the Platform or by offline means (such as bank transfer or invoice). Additional Credit packages purchased during the Subscription Term expire twelve (12) months from purchase or upon expiry or termination of the subscription, whichever is earlier.

    13.5 Pay-As-You-Go (Online Payment). Where an online payment method (such as a credit card) is registered in the Platform, Your Credit usage is not capped: You authorize Proposaly to charge Your registered payment method for all Credits consumed under Your Account in excess of Your allocation, at the rate applicable to Your plan, in arrears at the end of each Billing Cycle and/or when usage thresholds set by Proposaly are reached. Proposaly may, at its sole discretion, require pre-authorization or set usage limits.

    13.6 Exhaustion of Credits (Offline Payment Method). Where no valid online payment method is registered in the Platform, once Your Credits are exhausted the Services will be suspended until additional Credits are purchased or a valid online payment method is registered, and You will have no claim in respect of such suspension. Additional Credits are purchased by written request (including email) or through the Platform in applicable, are payable in advance, are subject to Proposaly's confirmation, and expire as set out in this Section 13 for the applicable plan.

    13.7 Upgrades, Downgrades and Add-Ons. You may upgrade Your subscription at any time, including by adding Workspaces, Agents, user seats or Credit allocation; upgrades are billed as part of Your subscription, take effect immediately or as set out in the Platform, and renew with it. You may downgrade Your subscription; downgrades take effect at the start of the next Billing Cycle (and, on annual plans, at renewal of the Subscription Term), and no refund or credit is given for the remainder of the current Billing Cycle or Subscription Term. If, at the time a downgrade takes effect, Your usage or configuration exceeds the limits of the downgraded plan (including the number of Workspaces, Agents, user seats or stored data), You are responsible for reducing it beforehand; otherwise Proposaly may restrict access to, deactivate or archive the excess in its sole discretion. In addition, optional Add-Ons — including dedicated telephone numbers and telephony capacity, payment-processing gateways and premium Channels — may be offered by Proposaly or by third parties for one-time or recurring charges published in the Platform or set out in the Order Form, in addition to subscription fees and Credits. Recurring Add-Ons are billed with, and renew together with, Your subscription unless cancelled in accordance with Section 15. Add-Ons that depend on third-party resources (such as telephone numbers) may be released or reassigned by the third-party provider if cancelled or unpaid, and Proposaly does not guarantee their recovery. Third-party Add-Ons are provided by the relevant third party under its own terms and without warranty from Proposaly. Proposaly may change, re-price or discontinue any Add-On upon notice.

    13.8 Payment Failure; Suspension. If any charge to Your payment method is declined, reversed or otherwise fails, or any invoice is not paid when due, Proposaly may, upon notice and without prejudice to any other remedy: (i) retry the charge; (ii) suspend or freeze the Account and the Services — including deactivating Agents, Channels and automations — until all outstanding amounts are paid; and (iii) charge interest on overdue amounts at the maximum rate permitted by law and recover reasonable collection costs. During any suspension, Your subscription fees continue to accrue, Credit validity periods continue to run and are not extended, and Add-On resources (including telephone numbers) may lapse. You will have no claim in respect of a suspension under this Section, including for Agent interactions, Deliverables or transactions missed during it. Proposaly may terminate the Account if payment is not cured within fourteen (14) days of notice.

    13.9 Payment Information. You will provide and maintain accurate and current billing information, and You authorize Proposaly to charge all applicable fees to Your registered payment method. Where fees are paid by offline means, they are payable in advance.

    13.10 Taxes. You are responsible for all applicable taxes relating to Your use of the Platform. Fees are exclusive of VAT and similar taxes unless expressly stated otherwise.

    13.11 Changes to Fees. Proposaly may change its pricing, subscription plans, Credit allocations, Credit rates per action or resource, Add-On pricing or payment terms at any time, in its sole discretion, upon notice published in the Platform. Continued use of the Platform after the effective date of a change constitutes acceptance of the updated fees.

    13.12 Billing Disputes. Any dispute, refund request or claim regarding a charge must be submitted to Proposaly through the Platform's support channels within thirty (30) days of the charge. You will not initiate a chargeback, payment reversal or dispute with Your bank, card issuer or payment provider in respect of any charge without first submitting it to Proposaly and allowing a reasonable period for resolution. Any chargeback initiated in breach of this Section constitutes a material breach, and Proposaly may suspend the Account and recover the disputed amount together with any fees imposed on it as a result.

14. Payments Collected from Recipients

    Where You use the Platform to collect payments from Recipients, payments are processed by third-party payment providers and payment infrastructure (including payment gateways, acquirers, card schemes, and payment switching, clearing and settlement networks), under an account held by You and subject to their terms. Proposaly is not a party to any transaction between You and a Recipient, is not a payment facilitator, bank or escrow, holds no funds and makes no representation on behalf of any provider. Refunds, chargebacks, processor fees, taxes and any dispute with a Recipient are Your sole responsibility.

    You will (a) use payment features only for bona fide transactions in Your own business and never for card testing, fraud or any unlawful purpose; (b) not collect, store or log card numbers, CVV, PIN or other prohibited card data outside the designated payment fields, and comply with PCI DSS where applicable; (c) not provide false identification or make misleading statements regarding the providers or their roles; (d) notify Proposaly without delay, and no later than 24 hours after discovery, of any suspected unauthorized access to Your account or any security or payment incident; and (e) route all support requests and claims regarding payment features through Proposaly only.

    You acknowledge that providers may suspend, restrict or disconnect payment features at their discretion, in some cases without notice, and that they process transaction data under their own terms, including in other countries, for operation, compliance, fraud prevention and their other legitimate purposes. Proposaly's providers have no liability to You, are not in privity with You, and benefit from all disclaimers and limitations in these Terms.

15. Term, Renewal and Termination

    15.1 Automatic Renewal. Each Subscription Term renews automatically for successive periods of the same length at Proposaly's then-current fees, unless cancelled in accordance with Section 15.2, or unless otherwise expressly agreed in writing.

    15.2 Cancellation by You. Where Your subscription was purchased online through the Platform, You may cancel it at any time through the Platform's billing settings; cancellation takes effect at the end of the then-current Billing Cycle (and, on annual plans, at the end of the then-current Subscription Term), with no further notice period required. Where Your subscription was concluded under an Order Form or by offline means, either party may give written notice of non-renewal at least thirty (30) days before the end of the current Subscription Term. Cancellation does not entitle You to any refund of fees already paid or due for the current Billing Cycle or Subscription Term, and You retain access to the Services until the effective date of cancellation.

    15.3 Suspension and Termination by Proposaly. Proposaly may suspend or terminate Your Account or any part of the Services: (a) for violation of these Terms or applicable law, or for non-payment (subject to Section 13.8); or (b) where Your use of the Platform or any Agent presents, in Proposaly's reasonable judgment, a legal, security, fraud-related or reputational risk to Proposaly, other customers or any third party, or where required by a third-party provider, payment scheme, telephony carrier, messaging platform or law — in which case suspension or termination may be immediate and without prior notice. Proposaly is not obligated to disclose the specific information, sources or internal assessments underlying a suspension or termination under this Section, including where disclosure is restricted by law or by a third party, provided that Proposaly will identify the general ground relied upon. Upon termination, Your right to use the Services ceases immediately.

    15.4 Effect of Termination. Unused Credits and prepaid fees are forfeited and non-refundable, and all amounts accrued or outstanding become immediately due. Following termination or expiry, Proposaly will make Your Content available for export for thirty (30) days (except in cases of fraud or unlawful use), after which Proposaly may delete it in accordance with its data-retention practices.

    15.5 Survival. Provisions which by their nature are intended to survive — including those relating to intellectual property, payment obligations, Your responsibility and indemnities for Agent Actions, limitation of liability, confidentiality and governing law — survive expiry or termination.

16. Privacy and Data Protection

    Proposaly's collection and use of your personal information are governed by its Privacy Policy. By using the Platform, you consent to these policies. You are responsible for responding to data subject requests and regulatory communications relating to Your Recipients; Proposaly may refer such requests to You and is not obligated to respond to them directly.

    In addition, you are required to maintain and publish a valid privacy policy for your business, covering your collection and use of customer data. This can be done either by adopting the Platform's pre-made generic template (customized with your company details) or by providing your own privacy policy, which is the recommended option. You remain solely responsible for reviewing, updating, and ensuring the adequacy and compliance of your business's privacy practices at all times, including disclosing to Recipients and callers the use of AI agents and the recording of interactions where required by law.

    Processing on Your Behalf: Where Proposaly processes personal data of Recipients, callers or Your other contacts on Your behalf, You are the data controller (or equivalent role under applicable law) and Proposaly is the processor (or equivalent), acting solely on Your instructions, which these Terms and Your Platform configuration constitute. You are solely responsible for the lawfulness of such data, the legal basis of processing, and all notices to and consents from data subjects. To the extent required by applicable law, Proposaly will: (a) process such data only to provide, maintain, secure and improve the Services; (b) keep it confidential and maintain reasonable security measures; (c) engage subprocessors (including AI model, telephony, cloud and payment providers), which You approve, with the current list available on request; (d) notify You without undue delay of a personal data breach of which it becomes aware; (e) provide reasonable assistance, at Your cost, with data subject requests; and (f) delete such data following the end of the Subscription Term, subject to Section 18. International transfers are made under the applicable transfer mechanisms (including EU Standard Contractual Clauses). This Section constitutes the data processing agreement between the parties; a separate data processing addendum is available on request and, if signed, prevails.

17. Prohibited Activities
    You agree to abide by our Content Guidelines, including but not limited to the following:
    • Use the Platform for illegal activities or to promote any unlawful acts.
    • Upload, share, or distribute content that is harmful, offensive, or infringing on the rights of third parties.
    • Attempt to interfere with or disrupt the functionality of Proposaly through hacking, malware, or other means.
    • Use automated systems, including bots or scrapers, to access the Platform without explicit authorization (API access and integrations included in Your plan are authorized).
    • Use any Agent to impersonate a human deceptively, to contact persons who have opted out or without the consent required by law, or for emergency services or high-risk decisions affecting individuals without human oversight.
    • Submit to or process through the Platform health or medical information, regulated financial or credit data, biometric data, data of minors, or other special categories of personal data under applicable law, unless expressly agreed with Proposaly in writing; Proposaly has no liability for any such data processed in breach of this restriction.
18. Data Security, Cyber Risk and Backup
    Proposaly uses commercially reasonable efforts to protect Your data, including encryption of sensitive data in transit and at rest, and to maintain reasonable security measures. You acknowledge that no system is immune from cyberattack, unauthorized access, data loss or corruption, that such risks are inherent in the use of any cloud-based platform, and that You accept them as a condition of using the Services. You are responsible for the security of Your own systems, credentials and integrations, and for determining what information is suitable for processing through the Platform; any information You regard as sensitive or confidential should not be submitted to the Platform, and Proposaly has no liability for any such information You choose to submit. You are solely responsible for maintaining Your own logs, records and backups of Your Content, including executed documents and transcripts. Proposaly stores Your Content during the Subscription Term in accordance with its retention practices; it is not an archival or record-keeping service, has no obligation to retain Content after termination or beyond the applicable retention period, and may retain copies in routine backups and as required by law.
19. Force Majeure
    Proposaly shall not be liable for any delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, armed conflict, terrorism, civil unrest, governmental actions, internet or telecommunications failures, outages or policy changes of AI model, telephony, cloud or payment providers, or labor disputes.
20. Disclaimer of Warranties
    The Platform is provided “as is” and “as available,” without any warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Proposaly does not warrant that Agents will answer or respond to every call, lead or message, that Agent Outputs will be accurate or fit for any purpose, or that automations will execute as configured. In addition, certain features may be released in beta and are also provided without warranties of any kind. These beta features are experimental, may not function as intended, and may be changed or removed at any time without notice. Proposaly disclaims all liability arising from the use of such beta features.
21. Service Availability

    While Proposaly strives to maintain high availability and performance of the Platform, we do not guarantee uninterrupted access. Platform availability may be affected by planned maintenance, system upgrades, unforeseen technical issues, or events beyond our control (e.g., network outages, third-party service disruptions, force majeure). We will make reasonable efforts to notify users of scheduled downtime and to resolve issues in a timely manner. You acknowledge that the Platform relies heavily on third-party systems and integrations (including AI model providers, telephony carriers, messaging platforms and payment providers), and that the Services may be partly or wholly unavailable due to the unavailability of such third parties even while the Platform itself is operating.

    You acknowledge that unavailability or degraded performance may result in missed or delayed calls, leads, messages or automations, and You assume that risk; Proposaly has no liability for any missed or delayed interaction or business opportunity. No uptime or support commitment applies unless set out in a separately signed service level agreement. You are responsible for maintaining appropriate fallback arrangements for business-critical functions, such as human personnel available to handle communications during any unavailability, and You will have no claim in respect of leads, interactions or opportunities missed during unavailability.

22. Third-Party Tools and Services

    Proposaly may integrate with or rely on third-party tools and services, including but not limited to payment processors, analytics providers, AI model and speech providers, telephony carriers, messaging channels, e-signature providers, and other external platforms. While we strive to ensure seamless interoperability, Proposaly does not guarantee the availability, accuracy, reliability, or performance of such third-party tools or services.

    Use of these tools and services is subject to their respective terms and policies, and Proposaly shall not be held responsible for any delays, inaccuracies, failures, or limitations caused by them, including changes to their models, pricing or usage policies. Such issues do not constitute a breach of these Terms by Proposaly. Proposaly may replace any third-party provider at any time.

23. Limitation of Liability

    Proposaly, its affiliates, licensors and service providers (including payment, telephony and AI providers) shall not be liable to you or any third party for any damages of any kind, whether direct, indirect, incidental, consequential, special, or punitive, including loss of profits, revenue, business opportunities, goodwill, contracts, or data, arising from or related to your use of, or inability to use, the Platform, including any Agent Action or Output, missed or delayed call, lead, message or communication, unexecuted automation, unavailability of the Platform or any Add-On, or act or omission of a third-party provider.

    The Proposaly Platform is provided only as a technological tool, and all business, legal, and financial risks remain exclusively with the user.

    Proposaly assumes no responsibility for: (a) the content, quality, legality, or performance of services offered by users; (b) whether transactions or deals are concluded, performed, or paid; (c) any commercial or contractual relationships between users and third parties or Recipients; (d) compliance with applicable laws, licenses, or regulations; (e) the preservation of any data or content beyond the Subscription Term or applicable retention period; or (f) any Agent Action or Output, or any decision made or action taken in reliance on it. Users are solely responsible for backing up their data.

    To the extent any liability of Proposaly is nonetheless established, the aggregate liability of Proposaly, its affiliates and licensors arising out of or relating to these Terms and the Platform, in contract, tort or otherwise, shall not exceed the fees actually paid by You to Proposaly in the twelve (12) months preceding the event giving rise to the claim. These limitations apply to the fullest extent permitted by law.

24. Indemnification
    You agree to indemnify Proposaly and its affiliates and hold harmless from any claims, damages, losses, penalties or expenses (including reasonable legal fees) arising from your use of the Platform or violation of these Terms, Your Content and Agent configuration, Your deployment of Agents (including any failure to obtain consents, make required disclosures or comply with call-recording, outbound-calling, anti-spam, privacy or consumer-protection laws), any Agent Action or Output, and any claim by a Recipient or other recipient of Agent communications.
25. Confidentiality
    Each party will keep confidential the non-public information of the other party obtained in connection with the Platform, use it only for the purposes of these Terms, and protect it with reasonable care. This does not restrict Proposaly's rights under these Terms to process Content and data in providing the Services, or disclosures required by law.
26. Publicity
    Proposaly may identify You as a customer, use Your name and logo in customer lists and marketing materials, and publish case studies describing Your use of the Platform.
27. Governing Law and Dispute Resolution
    • Governing Law: These Terms shall be governed by the laws of the State of Israel (excluding its choice of law rules).
    • Dispute Resolution: The competent courts of the Tel Aviv District, Israel, shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, excluding the jurisdiction of any other court.
28. Modifications to Terms
    Proposaly reserves the right to update these Terms at any time. Changes will take effect immediately upon posting. Material changes will be notified in the Platform or by email. Continued use of the Platform constitutes acceptance of the updated Terms.
29. General
    You may not assign these Terms without Proposaly's prior written consent. Proposaly may assign or transfer these Terms, in whole or in part, to any affiliate or to a successor in connection with a merger, reorganization, spin-off or sale of the Platform business, upon notice, and may disclose and transfer Your Content and account data to such affiliate or successor. Notices to You are sent to the email address registered in Your account or set out in the Order Form, and notices to Proposaly to the address in Section 30, and are deemed received on the first business day after sending. These Terms, with the documents incorporated in Section 1, constitute the entire agreement regarding the Platform and supersede all prior proposals and agreements. If any provision is held unenforceable, the remainder remains in effect; no failure to exercise a right is a waiver of it. These Terms and any Order Form may be accepted and signed electronically. You represent that neither You nor any of Your owners are subject to sanctions or located in a country subject to embargo under applicable law, and You will comply with applicable export-control and sanctions laws in using the Platform. The parties are independent contractors. Where these Terms are translated, the English version prevails.
30. Contact Information

    For questions or concerns regarding these Terms, please contact: [email protected]