Propono.AI
Effective Date: May 3, 2026 · Last Updated: May 3, 2026
These Terms of Service ("Terms") constitute a legally binding agreement between Propono.AI ("Propono," "we," "our," or "us") and the entity or individual ("Customer," "you," or "your") accessing or using Propono's Insurance Technology Suite and related agentic insurance workflow products and services (collectively, the "Services").
By accessing or using the Services, executing an Order Form, or clicking to accept these Terms, you agree to be bound by them. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.
If you do not agree to these Terms, do not use the Services.
Subject to these Terms and timely payment of all fees, Propono grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes.
Customer is responsible for managing Authorized User access, ensuring all Authorized Users comply with these Terms, and promptly revoking access for any individual who is no longer authorized. Customer shall not permit access credentials to be shared between individuals.
Customer and its Authorized Users shall not:
Propono reserves the right to suspend Customer's access to the Services immediately, with or without notice, if Propono reasonably determines that: (a) Customer or an Authorized User is in material breach of these Terms; (b) continued access poses a security risk to the Services or other customers; or (c) required by applicable law or regulatory authority. Suspension does not relieve Customer of its payment obligations.
Propono maintains a formal information security program designed to protect the confidentiality, integrity, and availability of Customer Data. Security controls include, but are not limited to:
Propono pursues SOC 2 Type II compliance. Upon Customer's written request and execution of a non-disclosure agreement, Propono will make its most current SOC 2 report available for review.
Customer is responsible for:
Propono targets a monthly uptime of 99.5% for the core Services, excluding scheduled maintenance windows and circumstances beyond Propono's reasonable control. Specific uptime commitments, if any, are set forth in a separately executed Service Level Agreement ("SLA").
In the event of a confirmed security incident affecting Customer Data, Propono will notify Customer without undue delay and in accordance with applicable legal requirements and the timelines set forth in any applicable Data Processing Agreement.
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Propono acquires no ownership rights in Customer Data by virtue of these Terms.
Customer grants Propono a limited, non-exclusive license to access, process, store, and transmit Customer Data solely as necessary to provide the Services and as instructed by Customer.
Propono will:
Propono may engage Subprocessors to assist in delivering the Services. Propono will ensure Subprocessors are bound by data protection obligations no less protective than those in these Terms. A list of current Subprocessors is available upon request.
Where Propono processes personal data subject to applicable data protection laws (including the CCPA or GDPR) on behalf of Customer, the parties will execute a separate Data Processing Agreement ("DPA"), which is incorporated into these Terms by reference.
Upon expiration or termination of the Subscription Term, Propono will, at Customer's written request made within thirty (30) days of termination: (a) provide Customer with an export of Customer Data in a commercially reasonable format; or (b) confirm secure deletion of Customer Data.
"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
The Receiving Party will: (a) use Confidential Information solely for purposes of performing its obligations or exercising its rights under these Terms; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) disclose Confidential Information only to employees, contractors, or Subprocessors with a need to know.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order.
Propono retains all right, title, and interest in and to the Services, platform, software, algorithms, models, Documentation, and all related intellectual property. No rights are granted to Customer except as expressly stated in these Terms.
If Customer provides suggestions, ideas, or feedback regarding the Services ("Feedback"), Customer grants Propono a royalty-free, worldwide, perpetual license to use and incorporate such Feedback into the Services without obligation or restriction.
Propono may collect and use aggregate, anonymized, or de-identified data derived from Customer's use of the Services for purposes of product improvement, benchmarking, and analytics, provided such data cannot reasonably be used to identify Customer or any individual.
Customer agrees to pay the fees specified in the applicable Order Form. All fees are due in U.S. dollars unless otherwise stated.
Unless otherwise stated in the Order Form, invoices are due net thirty (30) days from the invoice date. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
Fees do not include applicable taxes. Customer is responsible for all sales, use, VAT, GST, or similar taxes imposed on the transactions contemplated by these Terms, excluding taxes on Propono's net income.
Propono may adjust fees at renewal with at least sixty (60) days' prior written notice.
Except as expressly required by applicable law or as set forth in an SLA, all fees paid are non-refundable.
These Terms commence on the date Customer first accepts them and continue until all Subscription Terms and Order Forms have expired or been terminated.
Either party may terminate these Terms or an applicable Order Form upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.
Unless otherwise specified in an Order Form, neither party may terminate for convenience during a Subscription Term. Propono may terminate these Terms with ninety (90) days' written notice if it discontinues the applicable Services.
Upon termination: (a) all licenses granted hereunder immediately terminate; (b) Customer must cease all use of the Services; (c) each party will return or destroy the other's Confidential Information upon request, subject to legal hold obligations.
Each party represents and warrants that: (a) it has full legal authority to enter into these Terms; (b) these Terms are binding and enforceable against it; and (c) its performance will not violate any applicable law or third-party agreement.
Propono warrants that: (a) the Services will perform materially in accordance with the Documentation during the Subscription Term; and (b) Propono will not knowingly introduce malicious code into the Services.
Customer warrants that: (a) it has all necessary rights to submit Customer Data to the Services; (b) Customer Data does not violate any applicable law or third-party rights; and (c) Customer will use the Services in compliance with these Terms and all applicable laws and regulations.
Except as expressly set forth in these Terms, the Services are provided "as is." Propono disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Propono does not warrant that the Services will be error-free or uninterrupted.
To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, arising out of or related to these Terms, even if advised of the possibility of such damages.
Except for liability arising from: (A) either party's gross negligence or willful misconduct; (B) Customer's payment obligations; (C) either party's indemnification obligations; or (D) Propono's breach of its confidentiality or data security obligations — each party's total aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by Customer in the twelve (12) months preceding the claim.
Propono will defend Customer against any third-party claim alleging that the Services, as provided by Propono and used in accordance with these Terms, infringe a third party's intellectual property rights, and will indemnify Customer for damages awarded or settlements approved by Propono.
Customer will defend Propono against any third-party claim arising from: (a) Customer Data, including any claim that Customer Data infringes third-party rights or violates applicable law; (b) Customer's breach of these Terms; or (c) Customer's use of the Services in violation of applicable laws or regulations.
The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation.
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes will be resolved exclusively in the state or federal courts located in Delaware.
Before initiating formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through senior management escalation for a period of thirty (30) days following written notice of the dispute.
These Terms, together with all Order Forms, Statements of Work, the Privacy Policy, and any DPA, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings.
Propono may update these Terms from time to time. For material changes, Propono will provide at least thirty (30) days' written notice. Continued use of the Services after the effective date of updated Terms constitutes acceptance.
Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, internet or telecommunications failures, or pandemics.
Legal notices must be in writing and delivered by email with confirmation of receipt or by overnight courier to the addresses specified in the applicable Order Form.
Failure to enforce any provision of these Terms is not a waiver of future enforcement. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
Customer will comply with all applicable export control laws and regulations and will not use the Services to export, re-export, or transfer data or technology in violation of such laws.
If Customer is a U.S. government entity, the Services are provided as "commercial items" as defined in 48 C.F.R. § 2.101.
Propono recognizes and supports the data subject rights available to individuals under applicable privacy laws, including the CCPA, GDPR, and similar regulations. The following rights apply to personal data we process about you:
You have the right to request a copy of all personal data we hold about you, including information about how it is used, who it is shared with, and how long it is retained.
You have the right to request that we delete your personal data (right to erasure). Deletion requests are subject to legal and contractual retention obligations that may require us to retain certain data for a defined period.
You have the right to request that inaccurate or incomplete personal data we hold about you be corrected or updated.
You have the right to opt out of the sale or sharing of your personal data and to object to certain processing activities, including profiling and direct marketing. Propono does not sell personal data to third parties.
You have the right to receive your personal data in a structured, commonly used, machine-readable format, and to request that it be transmitted to another controller where technically feasible.
To exercise any of the rights above, please contact our privacy team:
We will acknowledge your request within 5 business days and respond substantively within 30 days, or within the timeframe required by applicable law. In some cases, we may need to verify your identity before processing your request. If you access our Services through an employer or organization, certain requests may need to be directed to that organization as the data controller.
For questions regarding these Terms, please contact:
Propono.AI — Legal
Email: contactus@propono.ai
Mailing Address: 994 Forest Street, Reno NV 89509