Terms of Service

1. Acceptance of Terms

By accessing or using any services provided by Proign LLC ("PROIGN", "we", "our", or "us"), including our platform, website, APIs, mobile applications, and all related services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms") and all applicable laws and regulations.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.

These Terms constitute a legally binding agreement between you (the "Customer", "you", or "your") and Proign LLC. By creating an account, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

2. Description of Service

PROIGN provides a multi-tenant B2B operations platform consisting of 16 modules: Fulfillment, Support Portal, Rewards, Warranty, Analytics, Inventory, Campaign, E-Signature, Trade-In, Events, SDS, Tax, QR Codes, Documentation, MES, Catalog. The platform is delivered as a Software-as-a-Service (SaaS) solution hosted on Cloudflare's global edge network.

Each Customer is provisioned as a "Tenant" with dedicated, isolated infrastructure including separate databases, configurable domains, and granular access controls. Access to specific modules depends on your subscription plan.

We reserve the right to modify, update, or discontinue any part of the Services at any time. We will provide reasonable notice (at least 30 days) before discontinuing any module that you are actively using.

3. Account Registration and Security

To use our Services, you must create an account and provide accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your account credentials, including passwords, passkeys, and API keys.
• All activities that occur under your account, including actions taken by team members you invite.
• Promptly notifying us of any unauthorized use of your account or any other security breach.
• Ensuring that all users within your organization comply with these Terms.

You may invite additional users to your tenant organization with specific roles (owner, admin, operator, warehouse-device, dealer). The account owner is responsible for managing user access and permissions. We recommend using passkeys or Apple Sign-In for enhanced security.

4. Subscription Plans and Payment

4.1 Plans

We offer multiple subscription tiers (Starter, Professional, and Enterprise), each providing access to different modules, user limits, and support levels. Current pricing and plan details are available on our Pricing page.

4.2 Billing

• Subscription fees are billed in advance on a monthly or annual basis, depending on your selected billing cycle.
• Annual subscriptions receive a 10% discount compared to monthly billing and are billed upfront for the full year.
• All payments are processed securely through Stripe. You authorize us to charge your designated payment method for all fees due.
• Prices are quoted in US Dollars (USD) and are exclusive of applicable taxes unless stated otherwise.

4.3 Refunds

Monthly subscriptions: No refunds for partial months. Annual subscriptions: If you cancel within the first 14 days, you may request a full refund. After 14 days, annual subscriptions are non-refundable, but you will retain access through the end of the billing period.

4.4 Price Changes

We reserve the right to modify pricing with at least 30 days' written notice to active subscribers. Price changes will not affect your current billing period. Annual subscribers are protected from price increases until their renewal date.

5. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services for any unlawful, fraudulent, or harmful purpose.
• Attempt to gain unauthorized access to any part of the Services, other accounts, or any systems or networks connected to the Services.
• Interfere with or disrupt the integrity, performance, or availability of the Services.
• Upload malicious code, viruses, or any content designed to damage or impair the Services.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services.
• Use the Services to send unsolicited bulk communications (spam) through the Campaign module or any other module.
• Resell, sublicense, or provide access to the Services to third parties without our written consent.
• Exceed API rate limits or attempt to circumvent usage restrictions.
• Store or transmit content that infringes on third-party intellectual property rights.
• Violate any applicable local, state, national, or international laws or regulations.

6. API Usage and Rate Limits

Access to our APIs is governed by the following terms:

• API access is included with Professional and Enterprise plans. Starter plans have limited API access.
• Rate limits are enforced per API key: 100 requests per minute (sustained) and 200 requests per minute (burst) for standard plans, with higher limits for Enterprise.
• You must not share API keys publicly or embed them in client-side code.
• We reserve the right to throttle or suspend API access if usage patterns suggest abuse or pose a risk to platform stability.
• Webhook endpoints you register must respond within 30 seconds. Failed deliveries are retried with exponential backoff up to 5 times.

7. Data Ownership and Portability

7.1 Your Data

You retain full ownership of all data you input into the Services ("Customer Data"), including orders, customer records, product catalogs, documents, and business information. We do not claim ownership of your data. We process Customer Data solely to provide the Services and as described in our Privacy Policy.

7.2 Data Portability

You may export your Customer Data at any time through our API or built-in export features. Upon account termination, you will have 30 days to export your data before it is permanently deleted. We support data export in standard formats including JSON and CSV.

7.3 License to Us

You grant us a limited, non-exclusive license to use, process, and store your Customer Data solely for the purpose of providing, maintaining, and improving the Services. This license terminates when you delete your data or close your account.

8. Service Level Agreement

We are committed to maintaining high availability:

Uptime is measured monthly, excluding scheduled maintenance (announced at least 48 hours in advance) and force majeure events. If we fail to meet the SLA for your plan, Enterprise customers may be eligible for service credits as specified in their contract.

Scheduled maintenance windows are typically performed during off-peak hours (2:00 AM - 6:00 AM EST) and are communicated via email and our status page at status.proign.com.

9. Intellectual Property

The PROIGN platform, including all software, code, design, documentation, branding, trademarks, and related intellectual property, is owned by Proign LLC and is protected by copyright, trademark, and other intellectual property laws.

We grant you a limited, non-exclusive, non-transferable license to access and use the Services during your subscription period, solely for your internal business purposes and in accordance with these Terms.

You may not copy, modify, distribute, sell, or lease any part of our Services, nor may you reverse engineer or attempt to extract the source code of the software, unless you have our written permission or applicable law permits it.

10. Confidentiality

Each party agrees to protect the confidential information of the other party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential information includes, but is not limited to: Customer Data, business plans, pricing information, technical specifications, API keys, and any information marked as confidential. This obligation survives termination of these Terms for a period of 3 years.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROIGN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, WHETHER INCURRED DIRECTLY OR INDIRECTLY, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US DURING THE 12 MONTHS PRECEDING THE CLAIM.

These limitations apply to all causes of action, whether based in contract, tort, negligence, strict liability, or any other legal theory. Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so some of the above limitations may not apply to you.

12. Indemnification

You agree to indemnify, defend, and hold harmless Proign LLC, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party rights, including intellectual property rights; or (d) any Customer Data you submit to the Services.

13. Termination

13.1 By You

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of your current billing period. You will retain access to the Services until the end of the paid period.

13.2 By Us

We may suspend or terminate your account if: (a) you breach these Terms and fail to cure the breach within 15 days of written notice; (b) you fail to pay fees when due after a 10-day grace period; (c) your use poses a security risk to the Services or other users; or (d) as required by law.

13.3 Effect of Termination

Upon termination: (a) your right to use the Services ceases immediately; (b) you have 30 days to export your Customer Data via API or built-in export tools; (c) after the 30-day period, we will delete your Customer Data from our systems; (d) any outstanding fees become immediately due and payable. Sections relating to intellectual property, limitation of liability, indemnification, and dispute resolution survive termination.

14. Dispute Resolution

Any dispute arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good faith negotiation between the parties for a period of 30 days.

If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration under the rules of the American Arbitration Association. The arbitration shall take place in the State of Florida, United States, and shall be conducted in English. The arbitrator's decision shall be final and binding. Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions. Any legal action not subject to arbitration shall be brought exclusively in the federal or state courts located in Florida.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms due to causes beyond its reasonable control, including but not limited to: natural disasters, acts of war or terrorism, pandemics, government actions, power failures, internet or telecommunications failures, or failures of third-party service providers. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

17. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes at least 30 days before they take effect by email and by posting the updated Terms on this page with a new "Last updated" date. For non-material changes (such as clarifications), changes take effect upon posting. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree with the changes, you must stop using the Services and cancel your subscription.

18. General Provisions

• Entire agreement: These Terms, together with the Privacy Policy and any order forms or Enterprise agreements, constitute the entire agreement between you and PROIGN regarding the Services.
• Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Notices: All notices under these Terms shall be in writing and sent to the email address associated with your account (for notices to you) or through our contact form (for notices to us).
• Export compliance: You agree to comply with all applicable export control and sanctions laws and regulations. You represent that you are not located in a country subject to US embargo.

19. Contact

For questions about these Terms of Service, please contact us: