Terms of Service

1. Introduction and Acceptance

These Terms of Service (“Terms”) govern access to and use of ProposalOne, a product of Next313, a registered d/b/a of Dignetix® Ltd., a Michigan corporation (“ProposalOne,” “we,” “us,” or “our”), available at proposalone.app (the “Service”).

By creating an account, accessing, or using the Service, you agree to these Terms and our Privacy Policy, incorporated by reference. If you do not agree, do not use the Service.

If you use the Service on behalf of an organization (a “Customer”), you represent that you are authorized to bind that organization to these Terms, and “you” refers to that organization. The Service is a business-to-business offering intended for organizations and their personnel and invitees.

Eligibility. You must be at least 18 years old and capable of forming a binding contract to use the Service.

2. Definitions

Capitalized terms have the meanings given where first used and the meanings below. This section also serves as the key to abbreviations used throughout these Terms.

• “Customer Content” — data, files, and materials a Customer or its Users submit to or generate in the Service, including RFPs and their sections, uploaded issuer documents, drafted and approved answers, the answer repository, cover sheets, companies, customers, comments, approvals, and generated response packages.
• “Data Processing Addendum (DPA)” — ProposalOne's Data Processing Addendum, available at proposalone.app/dpa, as updated from time to time in accordance with its terms and incorporated into these Terms by reference. Where ProposalOne processes Personal Data on behalf of a Customer, the DPA applies automatically and forms part of the parties' agreement.
• “Operating Entity” (or “Entity”) — an operating company that bids in its own name, with its own companies, customers, service types, and filing structure inside a workspace. The number of Entities sets the Customer's tier.
• “Order” — the plan, Entity count, term, and fees selected at sign-up or in a separate ordering document for Enterprise customers.
• “Producer Seat” (or “Seat”) — a licensed position for a user who produces proposal content: administrators, response leads, and subject-matter experts. Requestors, reviewers, and approvers do not consume a Seat.
• “Service Level Agreement (SLA)” — any separate written commitment regarding availability or support, where offered (for example, to Enterprise customers).
• “Single Sign-On (SSO)” and “Microsoft Entra ID” — the identity services through which certain users may authenticate.
• “Software as a Service (SaaS)” — software hosted and operated by us and accessed over the internet, rather than installed by you.
• “User” — any individual who accesses the Service under a Customer's account, including administrators, response leads, subject-matter experts, requestors, reviewers, and approvers.

3. The Service and License Grant

The Service is provided as SaaS. Subject to these Terms and timely payment of applicable fees, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term for the Customer's internal business purposes, up to the number of Operating Entities and Producer Seats in its Order.

Reservation of rights. The Service is licensed, not sold. We and our licensors retain all right, title, and interest in and to the Service and all related software, technology, and intellectual property. No rights are granted except as expressly stated in these Terms.

Changes to the Service. We may improve, modify, add, or remove features over time. We will not make changes that materially degrade core functionality during a paid term without reasonable notice where practicable.

4. Accounts, Entities, Seats, and Roles

Account information and security. You must provide accurate account information and keep credentials secure. You must not share your login credentials with any third party or permit unauthorized access to the Service using your account, and you are responsible for all activity under your account and Users. You must promptly notify us at legal@dignetix.com of any suspected unauthorized use of your account; we are not liable for loss or damage arising from your failure to safeguard your credentials. Certain users may authenticate via SSO using Microsoft Entra ID, and others via emailed single-use sign-in links; you are responsible for controlling access to the inboxes and identity accounts used to authenticate.

Entities and Seats. The Service is priced per Operating Entity, not per user. Each Entity includes five Producer Seats, pooled across the workspace. Adding an Entity beyond the band in your Order is an upgrade. Requestors, reviewers, and approvers are free at every tier and do not consume a Seat.

Roles. Access is provisioned by the Customer and the roles it assigns. You may use the Service only within the scope of the access granted to you.

Administrators. The Customer's administrators control its workspace, Users, roles, content, and settings. We act on the instructions of administrators and are not responsible for their decisions, including grants or removals of access.

5. Invited Contributors

The Service allows a Customer to invite subject-matter experts and other colleagues to contribute to specific sections of a response, and to route sections for review and approval.

The inviting Customer is solely responsible for the scope of access it grants and for the conduct of its invitees. All Users, including invited contributors, must comply with these Terms.

6. Free Trial

We offer a 30-day free trial that does not require a payment method to begin. The trial runs on a private workspace with its own database, provisioned for you.

If you convert to a paid subscription, that workspace becomes your production workspace — nothing is migrated, because it is already yours. If you do not convert, the workspace locks at the end of the 30 days, we offer you an export of anything you put in, and then the workspace and its database are deleted, as described in the Privacy Policy. We may modify or discontinue trials at any time.

7. Fees, Billing, and Taxes

Fees. Paid plans are billed on the terms presented at the time of purchase and in the Customer's Order, on a per-Operating-Entity basis. Annual plans are billed in advance for the term; monthly plans are billed each billing period.

Payment. Paid plans are invoiced directly. Payment terms are as stated on the invoice or in the Customer's Order.

Entity changes and proration. You may add or remove Operating Entities; changes take effect as described in your Order and may be prorated. Reductions generally apply to the next renewal unless the Order states otherwise.

Renewal. Subscriptions automatically renew for successive terms of the same length unless cancelled before the end of the then-current term.

Price changes. We may change pricing prospectively, effective upon renewal, with reasonable advance notice.

Taxes. Fees are exclusive of taxes. You are responsible for applicable sales, use, VAT, and similar taxes, excluding taxes on our net income.

Non-payment and refunds. Fees are non-refundable except as required by law or expressly stated. We may suspend access for overdue amounts after reasonable notice, as described in Section 15.

8. Customer Content

Ownership. As between the parties, the Customer retains all rights to its Customer Content. We claim no ownership of it.

License to operate. You grant us a limited, worldwide, royalty-free license to host, store, process, transmit, display, and back up Customer Content solely to provide, secure, support, and improve the Service and as instructed through the Service.

Personal Data within Customer Content. Our handling of Personal Data contained within Customer Content is governed by the Privacy Policy and the DPA. In the event of a conflict between the Privacy Policy, the DPA, and these Terms regarding the processing of Personal Data, the order of precedence shall be: (1) the DPA, (2) these Terms, and (3) the Privacy Policy.

Your responsibility. You represent and warrant that you have all necessary rights, permissions, and authority to upload, capture, process, import, analyze, store, and use any Customer Content — including an issuing organization's documents and any content captured through our browser extension from a Third-Party System (Section 13). You are responsible for maintaining your own copies; while we maintain backups, the Service is not a substitute for your own retention.

9. Acceptable Use

You must not use the Service unlawfully or to infringe others' rights; upload malicious code; attempt to breach security or tenant isolation; access another organization's data without authorization; or resell, reverse-engineer, or scrape the Service except as permitted by law.

We may investigate suspected violations and may remove content or restrict use as described in Section 15.

10. Artificial Intelligence Features

The Service includes AI-assisted features — section extraction from uploaded documents, and answer drafting from your own approved repository — that operate on data you are permitted to access. AI features work within your role- and tenant-based permissions and do not provide access to data you could not otherwise see.

As further described in the Privacy Policy and DPA, certain Customer Content may be transmitted to Anthropic and other approved sub-processors solely for the purpose of providing AI-assisted functionality. ProposalOne does not use Customer Content to train its own models. ProposalOne uses commercial AI services that contractually restrict the use of Customer Content for training foundation models, except as otherwise disclosed to Customer or required by law.

AI outputs may be inaccurate or incomplete and are provided as a starting point for review. You are responsible for reviewing and verifying outputs before relying on them, including before submitting a response to an issuing organization.

11. Privacy and Data Protection

Our collection and use of personal information is described in the Privacy Policy. For account registration, billing, website usage, and similar business operations, ProposalOne acts as an independent controller. For Personal Data contained in Customer Content, ProposalOne acts as Customer's processor or service provider, where applicable, and will process such Personal Data in accordance with Customer's documented instructions as reflected in these Terms and the DPA.

We use vetted sub-processors to operate the Service, including Supabase (database, authentication, storage), Microsoft Azure (hosting), Microsoft Entra ID (SSO), Anthropic (AI processing), and Resend (transactional email). Each customer is provisioned a dedicated database rather than a shared table, and we encrypt data in transit and at rest, as further described in the Privacy Policy.

We maintain a written information security program aligned with generally accepted industry standards and periodically review and update our safeguards.

12. Intellectual Property

The Service, including all software, designs, text, graphics, and the ProposalOne, Next313, and Dignetix names and logos, is owned by us or our licensors and protected by intellectual-property (IP) and other laws. Except for the limited rights expressly granted, no IP rights are transferred to you.

Feedback. If you provide suggestions or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.

13. Third-Party Services

The Service may interoperate with third-party products, integrations, or links. We do not control and are not responsible for third-party services, and your use of them is governed by their terms. Enabling an integration may involve sharing data with the third party at your direction.

Third-party websites and portals. The Service may also be used in connection with third-party websites you access independently — including a customer's procurement portal, bid platform, or similar system (a “Third-Party System”). Your use of any Third-Party System is solely your responsibility and remains subject to that system's own terms, policies, contractual obligations, confidentiality requirements, and intellectual-property restrictions. We do not grant or imply any right to access, reproduce, copy, extract, collect, store, transmit, distribute, or display content from a Third-Party System except as expressly authorized by that system's owner or operator, and you agree not to use the Service, including our browser extension, in a manner that violates a Third-Party System's terms. We are not responsible for any suspension, termination, restriction of access, claim, or dispute arising from your use of the Service in connection with a Third-Party System.

14. Confidentiality

Each party may access the other's non-public information. Each party will protect the other's Confidential Information using reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisors bound by confidentiality. Confidential Information excludes information that is public through no fault of the receiver, independently developed, or rightfully received from a third party, and may be disclosed as required by law with reasonable notice where permitted.

15. Service Availability, Support, and Suspension

We aim for high availability but do not guarantee uninterrupted or error-free service, except under a separate SLA where offered. We may perform maintenance and will seek to limit disruption where practicable. Support is provided within the app as well as via hello@proposalone.app.

We may suspend access, in whole or in part, if: (a) amounts are overdue; (b) we reasonably believe the Service is being used in violation of these Terms, or in a way that threatens security, integrity, or other users; or (c) suspension is required by law. We will provide notice where practicable and will restore access once the cause is resolved. We may take emergency action without prior notice where necessary to protect the Service or others.

16. Term and Termination

These Terms apply while you use the Service and for any active subscription term. You may stop using the Service or cancel at any time, effective at the end of the then-current paid term. We may terminate or suspend for material breach not cured within 30 days of notice, or as otherwise permitted here.

Effect of termination. Upon termination, your right to access the Service ends. For a period of 30 days after termination, the Customer may request an export of its Customer Content in a supported format. Thereafter, we delete Customer Content as described in the Privacy Policy (workspace content deleted within 90 days of account closure; backups may persist up to 30 days), except where retention is legally required.

Sections that by their nature should survive termination will survive, including Sections 7 (accrued fees), 8, 12, 14, 17, 18, 19, 20, and 22.

17. Warranties and Disclaimers

Each party warrants it has the authority to enter into these Terms. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET EVERY REQUIREMENT, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE OR COMPLETE.

18. Indemnification

You will defend, indemnify, and hold harmless ProposalOne and Dignetix® Ltd and their personnel from third-party claims, damages, and costs (including reasonable legal fees) arising from: (a) your Customer Content; (b) your use of the Service; (c) your breach of these Terms; (d) your violation of the terms, policies, or contractual requirements of any Third-Party System, including a procurement portal; or (e) your infringement of any intellectual property, confidentiality, privacy, or other right of a third party — including claims by your Users or invitees.

We will defend the Customer against any third-party claim that the Service, as provided by us and used in accordance with these Terms, directly infringes that third party's patents, copyrights, or trademarks, and will indemnify the Customer against damages and costs (including reasonable legal fees) finally awarded or agreed in settlement of such claim.

This obligation does not apply to claims arising from: (a) Customer Content; (b) use of the Service in combination with products, services, or data not provided by us, to the extent the alleged infringement would not have occurred but for such combination; (c) modifications to the Service not made by us; or (d) use of the Service in violation of these Terms or applicable documentation.

If the Service becomes, or in our opinion is likely to become, the subject of an infringement claim, we may at our option and expense: (i) procure the right for the Customer to continue using the Service; (ii) modify or replace the Service to make it non-infringing without materially reducing functionality; or (iii) terminate the affected portion of the Service and refund any prepaid fees covering the remaining term for that portion.

This Section states our entire liability and the Customer's exclusive remedy for any intellectual-property infringement claims related to the Service and is subject to the limitations of liability set forth in Section 19.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR THE EXCLUDED CLAIMS IDENTIFIED BELOW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR THE EXCLUDED CLAIMS IDENTIFIED BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL NOT APPLY TO: (A) EITHER PARTY'S BREACH OF SECTION 14 (CONFIDENTIALITY); (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS; (C) A PARTY'S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE; (D) A PARTY'S VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS; (E) PROPOSALONE'S BREACH OF ITS DATA PROTECTION OBLIGATIONS UNDER THE DPA; OR (F) PROPOSALONE'S UNAUTHORIZED DISCLOSURE OF CUSTOMER CONTENT RESULTING FROM ITS FAILURE TO MAINTAIN COMMERCIALLY REASONABLE SECURITY CONTROLS.

NOTHING IN THIS SECTION LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

20. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Michigan, USA, without regard to conflict-of-laws rules. Before formal proceedings, the parties will attempt in good faith to resolve any dispute informally by contacting us at legal@dignetix.com.

Any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be resolved exclusively by final and binding arbitration seated in Michigan, USA, administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, rather than in court.

You and we waive any right to a jury trial and agree that any dispute will be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Either party may seek injunctive or equitable relief in a court of competent jurisdiction for matters relating to intellectual property, confidentiality, or unauthorized access or use of the Service. Either party may also bring qualifying claims in small-claims court.

Any court proceedings permitted under these Terms will be brought exclusively in the state or federal courts located in Michigan, and the parties consent to the personal jurisdiction and venue of such courts.

21. Changes to These Terms

We may update these Terms. We will change the “Last updated” date and, for material changes, provide notice by email or in the Service before they take effect. Continued use after changes take effect constitutes acceptance.

22. General

Assignment. You may not assign or transfer these Terms without our prior written consent, except to a successor in a merger or acquisition or to a purchaser of substantially all of your assets. We may assign, novate, or transfer these Terms and the DPA, in whole or in part, without your consent and upon notice, to an affiliate or in connection with a merger, acquisition, reorganization, change of control, or a sale or transfer of all or part of the business or assets relating to the Service.

Entire agreement; order of precedence. These Terms, the Privacy Policy, the DPA, and the applicable Order are the entire agreement and supersede prior agreements on the subject. In the event of a conflict, the order of precedence is: (1) a signed Order, but only for commercial terms expressly addressed in such Order; (2) the DPA for matters relating to Personal Data processing; (3) these Terms; and (4) the Privacy Policy, unless a document expressly states otherwise.

Severability; waiver. If a provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver.

Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control.

Notices. Legal notices to us must be sent to legal@dignetix.com; we may give notice to you via the Service or your account email.

Relationship; export and sanctions. The parties are independent contractors. You will comply with applicable export-control and economic-sanctions laws and will not use the Service in violation of them.

23. Contact

Questions about these Terms: legal@dignetix.com
100 W Big Beaver Rd Ste 160, Troy, MI 48084