Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Proof AI, Inc. ("Proof AI," "we," "us," or "our"), governing your access to and use of the Proof AI platform, including the websites at proofco.ai and proofco.io, mobile applications, APIs, and all related services (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms.

1. Acceptance of Terms

By creating an account, completing a subscription purchase, or otherwise accessing the Services, you represent that you are at least 18 years of age, have the legal authority to bind yourself (and if applicable, your organization) to these Terms, and agree to comply with 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.

2. Description of Services

Proof AI provides a cloud-based field service intelligence platform designed for restoration, roofing, plumbing, HVAC, electrical, and other trade-based service companies. The Services include but are not limited to:

• Job management, scheduling, and dispatch
• AI-powered photo analysis, documentation, and evidence collection (Proof Vision)
• Subcontractor management and automated payout systems (Proof Pulse)
• Sales CRM and pipeline management
• HR, payroll, and timesheet management
• Invoicing, billing, and payment processing
• Third-party administrator (TPA) claim submissions
• Customer-facing homeowner portal
• Real-time voice and communications (via Twilio integration)
• Reporting, analytics, and business intelligence

3. Account Registration and Security

3.1 Account Creation

You must provide accurate, current, and complete information during registration. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 Multi-Tenant Architecture

The Services operate on a multi-tenant architecture. Each Customer organization operates within an isolated tenant environment. You may not attempt to access data belonging to other tenants. Unauthorized access attempts will result in immediate account termination and may be reported to law enforcement.

3.3 Authorized Users

You may invite employees, contractors, and other individuals to access your tenant as "Authorized Users." You are responsible for all actions taken by your Authorized Users within the Services and for ensuring they comply with these Terms.

4. Subscription Plans and Billing

4.1 Plans

The Services are offered under subscription plans as described on our pricing page. Current plans include Proof Pulse, Proof Launchpad, Proof Engine, and Proof Headquarters, each with different feature sets, user limits, and pricing tiers.

4.2 Free Trials

We may offer free trial periods. At the end of a trial, your account will require a paid subscription to maintain access. We will notify you before your trial expires.

4.3 Billing

All fees are billed in U.S. dollars and are non-refundable except as expressly stated herein. Subscription fees are billed monthly or annually in advance. Setup fees, if applicable, are billed at the start of the subscription.

4.4 Payment Processing

Payments are processed through Stripe, Inc. By providing payment information, you authorize Proof AI and Stripe to charge your payment method for all fees incurred. You must keep your payment information current.

4.5 Failed Payments

If a payment fails, we will attempt to collect payment three times over 14 days. If all attempts fail, your account will enter a restricted state with reduced functionality. After 30 days of non-payment, your account may be suspended. We will provide email notice before and during this process.

4.6 Price Changes

We may change subscription prices with 30 days' advance written notice. Price changes will take effect at the start of your next billing cycle following the notice period.

5. Customer Data

5.1 Ownership

You own your data. All data, content, and materials you or your Authorized Users upload, create, or input into the Services ("Customer Data") remains your sole property. Proof AI does not claim ownership of Customer Data.

5.2 License to Proof AI

You grant Proof AI a limited, non-exclusive, royalty-free license to use, process, store, and display Customer Data solely to provide, maintain, and improve the Services. This license terminates when you delete your Customer Data or when your account is terminated.

5.3 Data Processing

Customer Data may be processed by artificial intelligence systems (including third-party AI providers such as OpenAI) to deliver AI-powered features. Customer Data is processed under strict data processing agreements and is not used to train AI models. See our Privacy Policy for details.

5.4 Data Export

You may export your Customer Data at any time through the platform's export features (CSV export, API access). Upon account termination, Proof AI will make your Customer Data available for export for 90 days.

5.5 Data Security

Proof AI implements industry-standard security measures including encryption in transit (TLS 1.3) and at rest (AES-256), row-level security (RLS) for tenant isolation, role-based access controls, and audit logging. See our Privacy Policy for a complete description of our security practices.

6. Acceptable Use

You agree not to:

• Use the Services for any purpose that is unlawful or prohibited by these Terms.
• Attempt to gain unauthorized access to other tenants' data, accounts, or systems.
• Interfere with or disrupt the Services, servers, or networks connected to the Services.
• Reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services.
• Use the Services to send spam, phishing messages, or other unsolicited communications.
• Upload or transmit malware, viruses, or other harmful code.
• Resell, sublicense, or timeshare the Services to third parties without our written consent.
• Use automated scripts or bots to access the Services in a manner that exceeds normal human usage patterns.
• Scrape, data-mine, or extract data from the Services for purposes other than your authorized use.

7. Intellectual Property

7.1 Proof AI Property

The Services, including all software, algorithms, AI models, designs, trademarks, trade names, and documentation, are the exclusive property of Proof AI and are protected by intellectual property laws. Nothing in these Terms grants you any right to use Proof AI's trademarks or brand elements without our prior written consent.

7.2 Feedback

If you provide suggestions, ideas, or feedback regarding the Services ("Feedback"), you grant Proof AI an irrevocable, perpetual, royalty-free license to use, modify, and incorporate the Feedback into the Services without obligation to you.

8. Stripe Connect and Subcontractor Payouts

If you use the Stripe Connect features of the Services (subcontractor payouts, commission disbursements, or payment acceptance through Connect):

• You agree to Stripe's Connected Account Agreement and Privacy Policy.
• Proof AI charges a platform fee on marketplace transactions as disclosed during account setup. Current standard rate: 5% of gross transaction value.
• You are responsible for compliance with all applicable tax laws, including issuing 1099 forms to subcontractors where required by law.
• Proof AI is not responsible for the accuracy of tax classifications or withholding obligations for your subcontractors.

9. Third-Party Integrations

The Services integrate with third-party services including Stripe, Twilio, OpenAI, Mapbox, and others. Your use of these integrations is subject to the respective third-party terms of service. Proof AI is not responsible for the availability, accuracy, or reliability of third-party services.

10. Service Level and Availability

10.1 Uptime Target

Proof AI targets 99.9% monthly uptime for the Services, excluding planned maintenance windows. Planned maintenance will be scheduled during off-peak hours with at least 48 hours' advance notice.

10.2 Support

Proof AI provides email support during business hours (9 AM – 6 PM CT, Monday–Friday). Priority support tiers are available on Engine and Headquarters plans. Critical issues affecting service availability are addressed on a 24/7 basis.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROOF AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

PROOF AI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO PROOF AI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless Proof AI, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law; or (d) Customer Data that you upload or process through the Services.

13. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Proof AI does not warrant that the Services will be uninterrupted, error-free, or free of harmful components. AI-generated content, analysis, and recommendations are provided for informational purposes and should not be relied upon as the sole basis for business, legal, or financial decisions.

14. Termination

14.1 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 the current billing period. No refunds are provided for partial billing periods.

14.2 By Proof AI

We may suspend or terminate your account immediately if you: (a) violate these Terms; (b) engage in fraudulent or illegal activity; (c) fail to pay fees for more than 30 days; or (d) if continued access poses a security risk to other users or our infrastructure.

14.3 Effect of Termination

Upon termination: (a) your access to the Services will cease; (b) your Customer Data will remain available for export for 90 days; (c) after 90 days, Customer Data will be permanently deleted; (d) all fees owed through the termination date remain payable.

15. Dispute Resolution

15.1 Governing Law

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles.

15.2 Arbitration

Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Houston, Texas. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

15.3 Class Action Waiver

You agree to resolve disputes on an individual basis. You waive any right to participate in a class action lawsuit or class-wide arbitration against Proof AI.

15.4 Exceptions

Either party may seek injunctive or equitable relief in a court of competent jurisdiction for claims related to intellectual property infringement or unauthorized access to proprietary data.

16. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable Master Service Agreement, constitute the entire agreement between you and Proof AI.
• 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 provision of these Terms shall not constitute a waiver of future enforcement.
• Assignment: You may not assign your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Force Majeure: Proof AI is not liable for any delay or failure to perform due to causes beyond our reasonable control, including natural disasters, war, terrorism, pandemics, government actions, or failures of third-party services.
• Notices: Notices to you will be sent to the email address associated with your account. Notices to Proof AI should be sent to legal@proofco.ai.

17. Changes to These Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated via email at least 30 days before they take effect. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms. If you do not agree with the modified Terms, you must discontinue use of the Services before the effective date.

18. Contact