Prospectify Terms of Service

These Terms of Service (the “Agreement”) are entered into as of the Effective Date by and between Master AI LLC, a New York limited liability company doing business as Prospectify (“Provider”), and the customer identified at signup (“Customer”). By clicking “I Agree” (or similar), creating an account, or completing signup and payment through the Prospectify platform, Customer accepts this Agreement. Electronic acceptance constitutes execution under the federal E-SIGN Act, the Uniform Electronic Transactions Act, and analogous state laws. The individual accepting represents that they are at least eighteen (18) years old and have authority to bind the Customer entity; Provider may rely on this representation without further inquiry.

1. The Service

Provider will supply Customer with an AI-powered proposal automation platform (the “Service”), which includes:

• AI-assisted generation of draft business proposals from Customer’s inputs — including discovery-call recordings, transcripts, briefs, decks, and email threads Customer uploads or connects — and Customer’s own pricing, service offerings, templates, branding, and (on eligible plans) past closed-won proposals used as voice and tone reference.
• A proposal editor and workspace for storing, editing, collaborating on, and managing proposals and Customer’s content library, including template import.
• Hosted proposal pages on a branded link, with viewer analytics such as section-level engagement and view alerts.
• Electronic-signature functionality and payment collection through Stripe, as described in Section 7.
• Integrations with third-party meeting-recording, transcription, and CRM providers, where available on Customer’s plan and subject to Section 6.
• Support as described in Section 12.

Provider may improve or modify Service features from time to time, provided modifications do not materially reduce the core functionality of Customer’s plan.

2. Free Trial

New Customers receive a seven (7) day free trial of the Pro plan beginning on account creation. No payment method is required to start the trial, and Customer will not be charged during or at the end of the trial. When the trial ends, access to the Service is suspended until Customer selects and pays for a plan. Customer data created during the trial is preserved for thirty (30) days after the trial ends, during which Customer may subscribe to continue or export its proposals, signatures, and audit logs as PDFs; after that period Provider may delete trial data in the ordinary course. One trial per Customer; Provider may deny or revoke trials it reasonably believes are duplicative or abusive.

3. Fees & Billing

3.1 Subscription Plans

Following the trial, Customer subscribes to one of the following plans, priced per seat and billed in advance each billing cycle (monthly, or annually at the discounted annual rate). Plan usage allowances (such as the Starter plan’s monthly proposal limit) reset at the start of each billing month; unused allowance does not roll over.

Customer is billed for the number of seats it activates; adding a seat mid-cycle is charged pro rata for the remainder of the cycle, and seat reductions take effect at the next renewal. Plan-specific limits and features are described on the pricing page at signup, which is incorporated into this Agreement. Annual subscriptions renew annually and are non-refundable after the billing date except as required by law.

3.2 Payment Terms; Taxes; Price Changes

All fees are charged automatically to Customer’s payment method on file; Customer must maintain a valid payment method. If a payment fails, Provider will retry and notify Customer; if payment remains outstanding for ten (10) days, Provider may suspend the Service until payment is received. Fees are exclusive of applicable taxes, which are Customer’s responsibility. Provider may update pricing with thirty (30) days’ written notice; price changes apply from the next renewal.

4. Term, Renewal & Termination

4.1 Term and Automatic Renewal

This Agreement begins on the Effective Date and continues month-to-month, renewing automatically each billing cycle at the then-current plan rate until terminated. The renewal terms, billing amount, and cancellation method are disclosed at signup, and Customer may cancel at any time through the dashboard or by email — no phone call required.

4.2 Termination for Convenience

Either party may terminate at any time; cancellation through the dashboard or by email is sufficient. Termination takes effect at the end of the then-current billing period; Customer remains responsible for fees through that date. Prepaid subscription fees for the final billing period are non-refundable.

4.3 Suspension and Termination for Cause

Provider may suspend or terminate the Service immediately for non-payment (per Section 3.2), for use that violates law or this Agreement, for abuse of the platform, or if Provider reasonably believes continued performance would violate applicable law or expose Provider to material liability.

4.4 Effect of Termination

Upon termination, Customer’s access ends at the effective date. Provider will make Customer’s proposals, signatures, and audit logs available for export in a standard format for thirty (30) days after termination upon written request, after which Provider may delete Customer data in the ordinary course. Provider may retain records reasonably necessary to comply with law and defend against claims, including signature audit trails. Sections 5 through 11 and 13 through 17 survive termination.

5. Customer Content & Intellectual Property

5.1 Customer Content

Customer owns its templates, pricing information, service descriptions, branding, meeting recordings and transcripts, and other materials it uploads or connects (“Customer Content”). Customer grants Provider a non-exclusive license to host, process, and use Customer Content solely to provide and support the Service for Customer during the term. Customer represents and warrants that it owns or has all rights necessary to provide Customer Content, and that Customer Content does not infringe or violate any third party’s rights.

5.2 Generated Proposals

As between the parties, Customer owns the proposals and other output the Service generates for Customer (“Output”), subject to Provider’s underlying rights in the platform. Provider claims no ownership of Customer’s business relationships or the transactions described in any Output.

5.3 Provider IP; License

Provider owns the platform, software, AI models, prompts, configurations, and aggregated or anonymized usage statistics used to improve the Service. Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for Customer’s internal business purposes during the term, subject to this Agreement and Customer’s plan. Customer shall not resell, sublicense, or white-label the Service except as expressly permitted by Customer’s plan; shall not reverse engineer, scrape, or attempt to extract the Service’s models, prompts, or software; and shall not use the Service to develop a competing product. If Customer provides feedback or suggestions, Provider may use them without restriction or obligation.

6. Meeting Recordings & Transcripts

The Service imports and processes meeting recordings and transcripts from tools Customer connects, using artificial intelligence, so the Service can draft proposals from Customer’s conversations. Customer is solely responsible for: (a) ensuring that each meeting it records or imports was recorded lawfully, including obtaining any consent required in each jurisdiction where Customer and its meeting participants are located — including two-party/all-party consent states such as California, Florida, Illinois, Massachusetts, Washington, Montana, Nevada, New Hampshire, and Pennsylvania; (b) providing any notices to meeting participants required by applicable law; and (c) having the right under its agreements with its recording/transcription vendors to share those recordings and transcripts with Provider. Provider does not verify consent and does not use recordings to create voiceprints or biometrically identify any individual, and Customer shall not request that it do so.

7. E-Signatures & Payment Collection

7.1 E-Signatures

The Service enables Customer and Customer’s clients to execute proposals electronically. Signatures collected through the Service are intended to comply with the federal E-SIGN Act, UETA, and (where applicable) eIDAS, and include an audit trail. Customer is responsible for determining that electronic signature is legally sufficient for its particular documents and jurisdictions, and for the content and enforceability of the agreements it asks its clients to sign. Provider is not a party to, and provides no warranty regarding, any agreement signed between Customer and its clients.

7.2 Payments via Stripe

Payment collection is powered by Stripe and settles directly to Customer’s own Stripe account; Provider does not hold, transmit, or control Customer’s client funds and is not a party to the payment transaction. Customer’s use of payment features is subject to Stripe’s terms, and Customer is responsible for its Stripe account, for taxes and refunds owed to its clients, and for chargebacks and disputes arising from its transactions.

8. AI Outputs; No Professional Advice

8.1 AI Outputs

Output is generated automatically from Customer Content and Customer’s configuration. While Provider continuously improves accuracy, occasional errors, omissions, or imperfect drafting are inherent to the technology and do not, by themselves, constitute a breach of this Agreement. CUSTOMER IS RESPONSIBLE FOR REVIEWING, EDITING, AND APPROVING EVERY PROPOSAL BEFORE SENDING IT TO ANY THIRD PARTY, including verifying pricing, scope, dates, and legal terms.

8.2 Customer’s Deals Are Customer’s Own

Provider is not a party to, and has no responsibility for, any proposal, quotation, contract, or transaction between Customer and its clients or prospects. The Service does not make offers, accept offers, negotiate, or form contracts on Customer’s behalf.

8.3 No Professional Advice

The Service does not provide legal, financial, tax, or other professional advice. Proposal language generated by the Service is a drafting aid, not a substitute for professional review.

9. Customer Responsibilities & Acceptable Use

• Provide accurate account and business information and keep it current.
• Maintain the confidentiality of account credentials; Customer is responsible for activity under its account.
• Use the Service only for lawful business purposes and in compliance with laws applicable to Customer’s business, including consumer-protection, privacy, and recording-consent laws.
• Not upload content that is unlawful, infringing, or that Customer lacks rights to provide.
• Not use the Service to send spam or unsolicited communications, or to harass, defraud, or mislead any person.

10. Data Ownership & Privacy

Customer owns its Customer Content and Output. Provider will process personal information contained in Customer Content only to deliver the Service, consistent with Provider’s Privacy Policy, and will not sell Customer Content. Voice-and-tone training from Customer’s past closed-won proposals is scoped to Customer’s workspace; Customer Content is not used to train models shared with other customers. Customer is responsible for its own privacy notices and for responding to consumer privacy-rights requests directed to Customer under applicable privacy laws; Provider will provide reasonable cooperation. Each party will maintain commercially reasonable safeguards for the other’s confidential information.

11. Compliance Allocation; Customer Representations

Provider supplies technology; Provider does not provide legal, regulatory, or compliance advice. Customer represents, warrants, and covenants on a continuing basis that: (a) all information Customer provides is accurate and current and is provided by an individual with authority to bind Customer; (b) Customer has the Customer Content rights described in Section 5; (c) Customer’s meeting recordings and imports comply with Section 6; and (d) Customer’s use of the Service and of any Output complies with applicable law.

12. Service Availability, Support & Force Majeure

Provider targets 24/7 availability of the Service and will use commercially reasonable efforts to restore the Service promptly after any interruption. Scheduled maintenance will be performed during low-traffic windows where practical. Support is available at support@prospectifyai.com with a target first response within one (1) business day (priority support on the Pro plan). The Service depends on third-party AI providers, Stripe, integration partners, and infrastructure providers; Provider is not responsible for outages, API changes, pricing changes, or policy enforcement by third-party providers. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.

13. Indemnification by Customer

Customer shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, agents, affiliates, and contractors from and against all third-party claims, demands, suits, proceedings, losses, liabilities, damages, fines, penalties, settlements, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s breach of any representation, warranty, or covenant in this Agreement (including Sections 5, 6, 7, and 11); (b) claims that recordings or transcripts imported at Customer’s direction were made or shared in violation of recording-consent, wiretap, or privacy laws; (c) claims that Customer Content infringes or violates a third party’s rights; (d) proposals, contracts, signatures, payments, refunds, chargebacks, or transactions between Customer and its clients or prospects, including any use of Output; and (e) Customer’s products, services, and business operations. Customer’s duty to defend is triggered on written notice of a claim; Provider may participate in its own defense at its own expense; and Customer shall not settle any claim affecting Provider without Provider’s prior written consent, not to be unreasonably withheld. This Section survives termination.

14. Disclaimers & Limitation of Liability

No results guarantee. Provider does not guarantee that proposals generated by the Service will win business, or any particular volume of deals, revenue, or conversions.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION. PROVIDER’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES PAID BY CUSTOMER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations above do not apply to: (a) Customer’s indemnification obligations under Section 13; (b) Customer’s payment obligations; (c) Customer’s breach of the representations in Sections 5, 6, 7, and 11; (d) either party’s gross negligence, willful misconduct, or fraud; (e) Customer’s infringement of Provider’s intellectual property; or (f) breach of confidentiality obligations.

15. Dispute Resolution

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws principles. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in New York, New York, by a single arbitrator. EACH PARTY AGREES TO BRING DISPUTES IN ITS INDIVIDUAL CAPACITY ONLY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION, AND WAIVES ANY RIGHT TO A JURY TRIAL. The arbitrator’s decision is final and binding, and judgment may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court to protect its intellectual property or confidential information. The prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

16. Changes to This Agreement

Provider may update this Agreement from time to time. Provider will give Customer at least thirty (30) days’ prior written notice (email to the contact on file is sufficient) of any material change. Customer’s continued use of the Service after the effective date constitutes acceptance; if Customer objects, Customer’s exclusive remedy is to terminate under Section 4.2 before the effective date. Non-material updates may be made on notice with immediate effect.

17. General

The parties are independent contractors. If any provision is unenforceable, the remainder stays in effect. Customer may not assign this Agreement without Provider’s prior written consent; Provider may assign in connection with a merger, acquisition, or sale of substantially all assets. Notices may be sent by email to the addresses on file. No failure or delay in enforcing any right is a waiver.

This Agreement, together with the plan and pricing terms presented at signup and Provider’s Privacy Policy, is the entire agreement between the parties regarding the Prospectify Service and supersedes prior discussions. If Customer and Provider (or an affiliate) have also executed a Master Service Agreement, that MSA governs the services described in its SOWs, and this Agreement governs the Prospectify Service; in the event of direct conflict regarding the Prospectify Service, this Agreement controls. Amendments other than updates under Section 16 must be in writing (email confirmation from both parties is sufficient).

18. Electronic Communications; Text Messages (SMS)

18.1 Email and In-Product Notices

Customer consents to receive communications from Provider electronically. Provider may send service and transactional messages to the email address on file — account and security notices, proposal and signature activity, billing receipts, renewal and trial reminders, support replies, and notices under Section 16 — and these are part of the Service rather than optional marketing. Customer may unsubscribe from promotional email at any time using the link in those messages; service and transactional messages continue for as long as the account is active. Electronic notices satisfy any requirement that a notice be in writing.

18.2 Text Messages

Providing a mobile number is optional and is never a condition of signup, of purchase, or of Customer’s use of the Service. Where Customer affirmatively opts in — by checking the separate text-message consent box at signup or in Customer’s profile — Customer gives express written consent to receive text messages from Provider at that number regarding Customer’s account and Provider’s products and offers, including messages sent using an automatic telephone dialing system or other automated technology. Message frequency varies. Message and data rates may apply, and Customer’s carrier is not liable for delayed or undelivered messages. Provider does not text the recipients of Customer’s proposals under this consent.

Customer may withdraw consent at any time by replying STOP to any message, by clearing the mobile number in Customer’s profile, or by emailing support@prospectifyai.com. Reply HELP for help. Withdrawing text-message consent does not affect Customer’s account, subscription, or the electronic notices described in Section 18.1. Provider records the date, time, number, and the exact consent language presented at opt-in, and retains those records as evidence of consent.

Text messaging is not available in every country and is offered only where Provider is permitted to send it. Nothing in this Section authorizes Provider to text any number other than one Customer has provided and opted in for; Customer represents that Customer is the subscriber of, or the customary user authorized to consent for, any mobile number Customer provides.

18.3 Customer’s Own Outbound Messaging

This Section governs communications from Provider to Customer only. If Customer uses the Service, or any integration connected to it, to email or text Customer’s own prospects and clients, Customer is solely responsible for obtaining the consents those communications require and for compliance with the Telephone Consumer Protection Act, CAN-SPAM, applicable state telemarketing and mini-TCPA laws, and carrier requirements. That responsibility is allocated to Customer under Sections 9 and 11 and indemnified under Section 13.