1. Acceptance of Terms of Use

• Welcome to the Proposal, operated by Proposal INC. An amazing online platform for serious and sincere singles to connect, match and propose. These Terms of Use (the "Agreement") constitute a legal agreement that governs the relationship with users and others who interact with Proposal INC, postal address: 615-800 West Pender Street, Vancouver, British Columbia, V6C 2V6 and our subsidiaries and affiliates ("Proposal," "we," or "us") in connection with the use of Proposal.com and/or other websites (the "Sites") and our Service (as defined below). Proposal may make services, products and features available through our Sites, applications including Mobile Software (as defined in Section 13) and applications available on social networking sites and other platforms, and other downloadable products (the Sites, the applications, the downloadable products, and all products, services, and features provided by Proposal in connection, including without limitation interfaces of the Service whether in whole or in part (therewith shall be referred to collectively as, the "Service"). Proposal may offer additional services or products or modify or revise any part of the Service at our discretion, and this Agreement will apply to all additional services or products and all modified or revised Service unless otherwise indicated. Proposal also reserves the right to cease offering any part of the Service. You agree that Proposal shall not be liable to you or any third party for any modification, revision, suspension, or discontinuance of any part of the Service.
• Your use of certain parts of the Service may be subject to additional terms and conditions (if any), and such terms and conditions will be either listed in this Agreement, or will be presented or accessible to you by Proposal when you sign up to use, or use, such Service ("Additional Terms"). All such Additional Terms are incorporated by reference into this Agreement unless otherwise indicated.
• All visitors to or users of the Service, whether registered or not, are "users" of the Service for purposes of this Agreement. If you register for the Service by creating an account (profile), you become a "Member."

2. Changes To Agreement

• THIS AGREEMENT AND ANY POLICY OR GUIDELINE OF THE SERVICE MAY BE MODIFIED BY Proposal IN ITS SOLE DISCRETION AT ANY TIME. Proposal shall provide notice of any such modification by posting the revised Agreement to the Sites.
• We indicate at the top of the page when this Agreement was last updated. If you are a non-subscribing user or a Member at the time of any modification, unless otherwise indicated, any changes or modifications will be effective immediately upon posting the revisions to the Sites, and your use of the Service after such posting will constitute acceptance by you of the revised Agreement. If you are a Subscriber at the time of any change or modification, unless otherwise indicated, this Agreement will continue to govern your membership until such time that your subscription renews as contemplated by Section 8 any downloadable Service are updated (depending on which event is closer in time). If you continue your subscription or your device updates the Service that will constitute acceptance by you of the revised Agreement. Alternatively, if you terminate your subscription or remove the Service off your device at such time, your use of the Service after your termination or new setting up of the Service will constitute acceptance by you of the revised Agreement.
• You should frequently review this Agreement and all applicable terms and policies to understand the terms that apply to your use of the Service. If you do not agree to the amended terms, you must stop using the Service.

3. Eligibility

You must be at least 18 years old or over to create an account on Proposal and use the Service. By accessing or using the Proposal Services, you agree that you are capable of lawfully entering into and performing all the obligations set forth in these Terms. Any use of the service is void where prohibited. By creating an account and using the service, you represent and warrant that:

• You will comply with this Agreement and all applicable local, provincial/state, national and international laws, rules and regulations.
• You have not previously been suspended, removed, deactivated, terminated or blocked from the Proposal Services.
• You are not a competitor of Proposal and using the Proposal for reasons that are in competition with Proposal or other than for its intended purpose.
• You have never been convicted of or pled to a felony, a sex crime, or any crime involving violence, and that you are not required to register as a sex offender with any state, federal or local sex offender registry.

5. Types Of Content

There are three types of content that you will be able to access on the App:

• Your contents that you share on our application
• Our contents that you use them on our application
• Member content that you can use them on our application

There are some contents that you can get away with it; however, we have some rules to certain contents, and we have zero tolerance those rules:

• You will not use language or imagery which could be deemed offensive or is likely to harass, insult, offend, humiliate any other person.
• You will not post any disturbing, pornographic, violent images that may offend others.
• You will not threat, discriminate or promote, racism, sexism, hatred, bigotry, religion, and political view.
• You will not involve into commercial activities (including but not limited to, sales, competitions and advertising, links to other websites or premium line telephone numbers);
• You will not send any links that contains any spy ware, adware, viruses, corrupt files, worm programmes or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunication devices, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information whether from Proposal or otherwise;
• You will not involve in the transmission of “spam” or “Junk” mail.
• You will not infringe any third party’s rights (including, without limitation, intellectual property rights and privacy rights);
• You will not share another user data which was created or distributed without that person’s consent.
• You will not represent any religious organization or promote in anyway on our app.
• You will not represent any political party or promote in anyway on our app.

1. Your content

You are responsible and liable for Your Content and will indemnify, defend, release, and hold us harmless from any claims made in connection with Your Content.
You may not display any personal contact or banking information on your individual profile page whether in relation to you or any other person including but not limited to (names, home addresses or postcodes, telephone numbers, email addresses, URLs, Instagram, Snapchat, or Facebook usernames, credit/debit card or other banking details). If you do decide to share any personal information about yourself to other users, via any communication channel, it is at your own risk.

Proposal represents a community and our application is available internationally; therefore, Your content will be visible to other users of the App all around the world instantly. By uploading Your Content on Proposal, you represent and warrant to us that you have all necessary rights and licensees to do so, and automatically grant us a non-exclusive, royalty-free, perpetual, worldwide licence to use Your Content in any way (including, without limitation, editing, copying, modifying, adapting, translating, reformatting, creative derivative works from, incorporating into other works, advertising, distributing and otherwise making available to the general publish such Content, whether in whole or in part and in any format or medium is currently known or developed in the future). We may assign and/or sub-license the above license to our affiliates and successors without any further approval by you.

We reserve the right to remove, edit, limit or block access to any of Your Content at any time without notice, and we have no obligation to display or review Your Content.

2. Our Content

Our contents which include graphics, user interfaces, trademarks, logos, sounds, artwork, and other intellectual property appearing on Proposal are owned, controlled or licensed by us and are protected by copyright, trademark and other intellectual property law rights. We reserve all rights. All right, title and interest in and to Our Content always remain with us.
We grant you a non-exclusive, limited, personal, non-transferable, revocable, license to access and use Our Content, without the right sublicense, under the followings:

• You shall not use, sell, copy, modify, or distribute Our Content except as permitted by the functionality of the App;
• You shall not use our name in meta tags, keywords and/or hidden text;
• You shall not create derivative works from Our Content or commercially exploit Our Content, in whole or I part, in any way; and
• You shall use Our Content for lawful purposes only.

3. Member Content

Member content which includes graphics, personal information, and all the details are the property of the users. You are not allowed to use, copy, share any member’s content without his or her consent. You will not make a copy and publish it any other platform. You can use other member contents within our application such as keeping them into your log and match.

6. RESTRICTION ON THE APP

You agree to:

• comply with all applicable laws, including without limitation, privacy laws, intellectual property laws, anti-spam law, equal opportunity, and regulatory requirements;
• be honest about your identity on your profile
• adhere to culture and Islamic values.
• always use the service in a professional manner and remain professional.
• keep your contents current

You agree that you will not:

• act in an unlawful or unprofessional manner including being dishonest, abusive or discriminatory;
• misrepresent your identity, your current or previous positions, qualifications or affiliations with a person or entity;
• disclose information that you do not have the consent to disclose;
• create or operate a pyramid scheme, fraud or other similar practice.
• for research purpose
• send inappropriate messages or use inappropriate language

7. PRIVACY POLICY

For information about how Proposal Inc collects, uses, stores and shares your personal data, please check out our Privacy Policy.

8. THIRD PARTY STORES; PREMIUM SERVICES; IN-APP PURCHASES

The App may use third-party services and platforms e.g., Apple (iTunes, etc.), Google (Play store), Facebook, Twitter, (each, a “Third Party Platform”) and may require that you be a registered member of such Third-Party Platforms and provide certain account credentials and other information in order to access the App. By using the App, you agree to comply with any applicable terms, conditions or requirements mentioned by any provider of a Third-Party Platform (e.g., Facebook’s Terms of Use, iTunes Store Terms of Use, etc.).

If you choose to use Premium Services or make In-App Products, you acknowledge and agree that additional terms may apply to your use of, access to and purchase of such Premium Services and In-App Products, and such additional terms are incorporated herein by reference. You may purchase Premium Services and In-App Products through the following payment methods (each, a “Premium Payment Method”): (a) making a purchase through the Apple App Store ®, Google Play or other mobile or web application platforms authorized by us (each, a “Third Party Store”), (b) paying with your credit card, debit card, or PayPal account, which will be processed by a third party processor, or (c) adding charges to your mobile carrier bill and remitting payment directly to your carrier. Once you have requested a Premium Service or In-App Product, you authorize us to charge your chosen Premium Payment Method and your payment is non-refundable. If payment is not received by us from your chosen Premium Payment Method, you agree to promptly pay all amounts due upon demand by us. If you want to cancel or change your Premium Payment Method at any time, you can do so either via the payment settings option under your profile or by contacting your mobile service provider. If your chosen Premium Payment Method is via your mobile service provider, then please check with them about their payment terms, as their payment terms will govern how payments to Proposal INC are made as well as how such payments may be changed or canceled.

Renew and Cancel Subscription

Your subscription to Proposal Inc’s Premium Services will automatically renew until you decide to cancel in accordance with such terms, except in the case of Proposal Coins, Instant Proposal where there shall be no automatic renewal. In the event of a conflict between a Third-Party Store’s terms and conditions and these Terms, the terms and conditions of the Third-Party Store or service provider shall govern and control. We are not responsible and have no liability whatsoever for goods or services you obtain through the Third-Party Store, our third-party service providers or other websites or web pages. We encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online transaction with any of these third parties.

If you choose to make an In-App Purchase, you will be prompted to enter details for your account with the Third Party Store you are using (e.g., Android, Apple, etc.) (“your Mobile Platform Account”), and your Mobile Platform Account will be charged for the Premium Service and/or In-App Product in accordance with the terms disclosed to you at the time of purchase, as well as the general terms applicable to all other in-app purchases made through your Mobile Platform Account (e.g., Android, Apple, etc.). Premium Services and In-App Products may include one-time purchases as well as monthly subscriptions (e.g., a one-month subscription) to additional account features. Please note that for Premium Services and In-App Products made on a subscription basis, your subscription will automatically renew for the same subscription period as you initially purchased (e.g., if you made an In-App Product for a one-month subscription, your subscription will be automatically renewed for an additional one-months). To avoid any charges for additional periods, you must cancel before the end of the subscription period or renewal, as applicable, in accordance with the terms and conditions of your Mobile Platform Account and the terms and conditions of any applicable Third-Party Store. The pricing may vary due to several factors, such as (but not limited to) promotional offers, loyalty bonuses and other discounts that might apply to your age group.

Please note that for Premium Services and In-App Products you will be billed continuously for the subscription or service until you cancel in accordance with your Mobile Platform Account’s or your Premium Payment Method’s terms. In all cases, we are not responsible and have no liability whatsoever for any payment processing errors (including card processing, identity verification, analysis and regulatory compliance) or fees or other service-related issues, including those issues that may arise from inaccurate account information, or products or goods you obtain through your Mobile Platform Account or Third-Party Stores. Further, Proposal Inc does not guarantee that product description or other content and products will be available, accurate, complete, reliable, current or error-free. Descriptions and images of, and references to, products or services (including Premium Services or In-App Products) do not imply our or any of our affiliates' endorsement of such products or services. Moreover, Proposal INC and its third party operational service providers reserve the right, with or without prior notice, for any or no reason, to change product descriptions, images, and references; to limit the available quantity of any product; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from conducting any or all transaction(s); and/or to refuse to provide any user with any product. Further, if we terminate your use of or registration to the App because you have breached these Terms, you shall not be entitled to a refund of any unused portion of any fees, payments or other consideration. We encourage you to review the terms and conditions of the applicable third-party payment processors, Third Party Store or Mobile Platform Account before you make any In-App Products or Premium Service purchases

9. Subscription & Proposal Premium

These Proposal Paid Service Terms and Conditions constitute an integral part of the Proposal Terms of Use and supplement them as provided below.
Proposal dating app is free to download and use. Users can enjoy the app using basic features free of charge. We also offer an optional subscription package (Proposal Premium) and consumable premium features (such as Unlimited swipes, chat requests, Proposal coins, and access to meet up events).

Proposal Premium includes a range of premium features (Unlimited Swipes, Re-like, Access to events, one daily instant messages, Extended filters, etc) and helps the user to get noticed faster.

• The cost of the optional subscription for Proposal Premium can be found in your iTunes or Google Play market. Payment will be charged to your iTunes or Google Play account at confirmation of purchase.
• The cost of the optional subscription for Proposal Premium can be found in your iTunes or Google Play market. Payment will be charged to your iTunes or Google Play account at confirmation of purchase.
• If you pay for a subscription by credit or debit card (or other payment method identified as involving an automatically renewing subscription) and you do not cancel your subscription prior to the end of the subscription term, your subscription will be automatically extended at the end of each term for successive renewal periods of the same duration as the subscription term originally selected (for example, unless you cancel, a one-month subscription will automatically renew on a monthly basis and a six-month subscription will automatically renew on a six-month basis).
• Your account will be charged for renewal within 24 hours prior to the end of the current subscription period.
• You can manage your subscription and switch off auto-renewal by accessing your Account Settings after purchase in Third-Party Account (such as your Apple iTunes account or your Google Play account).
• Any unused portion of a free trial period, if offered, will be forfeited if you purchase a Proposal subscription or cancel the trial.
• You can change or cancel your subscription at any time. If you purchased a subscription through a third-party account (iTunes or Google Play), you will need to change or cancel your subscription through that third party and in accordance with that third party's terms and conditions.
• All fees and charges are non-refundable and there are no refunds or credits for any partially used Paid Service (including partially used subscription periods) except (i) as expressly set forth in Terms of Use, (ii) as otherwise required by applicable law and (iii) at Proposal’s sole and absolute discretion

Free Trial

If the user has no intention to purchase Proposal subscription, they may also try out the premium features by activating free trial subscription. Free trial subscribers receive same benefits as Proposal Premium subscribers, including all consumable premium features.

• By subscribing to free Proposal trial, a user automatically agrees to subscribe for Proposal subscription at the end of the trial period, if do not cancel the subscription at least 24 hours prior to the end of the Proposal trial.
• If you subscribe to free trial and do not cancel your subscription at least 24 hours prior to the end of the free trial period, you will be automatically charged for 1 month of Proposal subscription (type of package is indicated on the screen offering a trial). Your account will be charged for renewal within the 24 hours prior to the end of the free trial period.
• You can cancel free trial at any time in your iTunes or Google Play account and in accordance with iTunes or Google Play terms and conditions.
• Any unused portion of consumable features will be forfeited at the end of the free trial period.
• Any unused portion of a free trial period, if offered, will be forfeited if you purchase Proposal subscription or cancel Proposal trial.
• You may participate in the free trial only once. Any future subscription for a trial will result in charge for subscription right after its confirmation.

Premium Features

Following the purchase of a subscription or activating the free trial subscription, Proposal Premium users receive a set of consumable premium features. If users consume a given amount of features before the end of the subscription period, they may purchase more consumable premium features.

Consumable premium features are one daily instant messages, unlimited swipes, unlimited Re-likes, unlimited rematch and access to events

Consumable premium features cannot be purchased outside of Proposal subscription or free trial subscription, except for Proposal coins that can be purchased by any user at any time and unless otherwise decided at Proposal’s sole discretion.

Costs and types of consumable premium features are subject to change without notice and shall be payable at actual rates which you will get to know when checking out

Consumable premium features are added to the consumable features included in the Proposal subscription or free trial subscription.

Proposal Premium subscription has a fixed number of premium features included. The number of consumable premium features renews automatically when the subscription is extended without additional payment.

Any unused portion of consumable premium features will be forfeited at the end of the subscription period or free trial subscription.

All fees and charges are non-refundable and there are no refunds or credits for any partially used Paid Service (including partially used subscription periods) except (i) as expressly set forth in Terms of Use, (ii) as otherwise required by applicable law and (iii) at Proposal’s sole and absolute discretion

By subscribing to Proposal free trial or subscription, the user automatically agrees to Proposal Subscription Terms and Terms of Use.

Proposal Coins

The Service which Proposal will offer for purchase may also comprise coins which are digital elements of the user interface (a kit of swan images and button) the Members can interact with. You may use coins to send message to other Members.

Being a piece of code and images, proposal coin is intellectual property of Proposal and are distributed by us under license in order to improve your user experience (the “Licensed Content”). Proposal is a sole proprietor of such intellectual property and intellectual property rights to such intellectual property. By purchasing coins, the Member acquires a limited, revocable, non-transferable and non-sublicensable worldwide license to access and use the coins as a part of the Service in order to interact with unique elements of the user interface (the “Proposal” buttons), to communicate with other Members in a more effective way. Any other use of the Licensed Content is strictly prohibited.

Coins are displayed to users as little images within the ordinary user interface of the Service as a set of buttons which allowed the Members to reach the goal mentioned above and communicate with each other. When a user pushes a “instant proposal” button, another user can receive a direct message into the chat and from there two users can communicate.

The Licensed Content has no cash equivalent, monetary or other value, it does not constitute currency or property of any type. The Licensed Content cannot and must not be sold or otherwise transferred to third parties, including other users, including, to the Members, cannot be used outside the Proposal Service, and cannot be exchanged for cash, any goods or services or any other thing which has any value for any person. Neither the Members nor other users have proprietary, ownership, or monetary interest to the Licensed Content, which remains Proposal intellectual property. Users may not obtain a refund for the Licensed Content due to its online digital nature. The Licensed Content is fully consumed by you right after you buy access to it and it is shown to you through the Service. You must not purchase, sell, barter, or trade any the Licensed Content, or offer to purchase, sell, or trade any Licensed Content (including for money or any other consideration or items of value whether inside or outside of the Proposal Service). Proposal and users recognize that any such attempted transaction will be null and void.

As to avoid any doubts, the Licensed Content does not have an equivalent value in real currency and do not act as a substitute for real currency. Neither Proposal nor any other person or entity has any obligation to exchange the Licensed Content for anything of value, including, but not limited to, real currency.

Proposal reserves the right to modify the Licensed Content at its sole discretion. Such amendments may impact on the Licensed Content making it more or less common, desirable, effective, or functional. Proposal is entitled to terminate or strike off a license and immediately restrict the Licensed Content to be used for any or no reason, in its sole discretion, and without advance notice or liability.

You are prohibited to execute of or solicit in: (a) exchange the Licensed Content for money, donation or any other value; (b) request money, donation or any other value for the Licensed Content; (c) providing of or request any items, including without limitation, merchandise, services, including without limitation, commercial dating, favors, private conversation, etc. that any person can associate with any monetary value in exchange of the Licensed Content.

When your Proposal profile is deleted (whether by you or by Proposal), blocked or you do not use the Service for more than 6 months, you will be deprived of the license. You have no right to request any reimbursement for the period when you do not use the Licensed Content.

All personal data is handled under the terms and conditions of Proposal’s privacy policy. More details can be found here: https://proposalapp.co/privacy-policy

If you have any questions regarding subscription, please, contact our customer support team at support@proposalapp.co

11. Mobile Software

• We may make available application to access the Service via a mobile or tablet device ("Mobile Software"). To use the Mobile Software, you must have a device that is compatible with the Mobile Software. Proposal does not warrant that the Mobile Software will be compatible with your device. Proposal hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Proposal account on one device owned or leased solely by you, for your personal use only. You acknowledge that Proposal may from time to time issue upgraded versions of the Mobile Software and may automatically electronically upgrade the version of the Mobile Software that you are using on your device. You consent to such automatic upgrading on your device and agree that the terms and conditions of this Agreement will apply to all such upgrades. Additional terms to those contained in this Section 10 may be contained in an End User License Agreement (if any) associated with any Mobile Software.
• Mobile Application from iTunes or the App Store. The following applies to any Mobile Software you acquire or download from the iTunes Store or the App Store provided by Apple ("Store-Sourced Software"):

• you acknowledge and agree that this Agreement is solely between you and Proposal, not Apple, and that Apple has no responsibility for the Store-Sourced Software or content thereof. Your use of the Store-Sourced Software must comply with the App Store Terms of Service;
• you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Store-Sourced Software. In the event of any failure of the Store-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Store-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Store-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Proposal;
• you acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Store-Sourced Software or your possession and/or use of the Store-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Store-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Proposal;
• you acknowledge that, in the event of any third party claim that the Store-Sourced Software or your possession and use of that Store-Sourced Software infringes that third party’s intellectual property rights, Proposal, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement; and
• you and Proposal acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as relates to your license of the Store-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Store-Sourced Software against you as a third party beneficiary thereof. Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using Store-Sourced Software.

• No Support. This Agreement does not entitle you to receive from Proposal, its licensors, or Apple, any hard-copy documentation, support, telephone assistance, maintenance, or enhancements or updates to the Mobile Software.
• Export Controls. The Mobile Software and the underlying information and technology may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a "terrorist supporting" country; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Mobile Software and/or supporting documentation, you are agreeing to the foregoing and you represent and warrant that you (a) are not located in, under the control of, or a national or resident of any such country or on any such list, (b) are not listed on any U.S. Government list of prohibited or restricted parties, and (c) you agree to comply with all United States and foreign laws related to use of the Mobile Software and other parts of the Service.
• Users Outside the U.S. If you are using the Mobile Software outside the U.S.A., then the following shall apply: (i) you confirm that this Agreement and all related documentation is and will be in the English language; (ii) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Mobile Software or any services accessed or used in connection with the Mobile Software, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.
• Injunctive Relief. You acknowledge and agree that your breach or threatened breach of this Section 13 shall cause Proposal irreparable damage for which recovery of money damages would be inadequate and that Proposal therefore may seek timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) Use of the App (2) use of the Site; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

We retain the exclusive right to settle, compromise and pay any and all claims or causes of action which are brought against us without your prior consent. If we ask, you will co-operate fully and reasonably as required by us in the defence of any relevant claim.

13. INTELLECTUAL PROPERTY RIGHTS AND LIMITED LICENSE

• Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, interface (including user and functional interface), images, text, graphics, designs, illustrations, Proposal logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, information, data, other files and the arrangement thereof and User Content belonging to other users (the "Proprietary Materials"), and all intellectual property rights related thereto, are the exclusive property of Proposal and its licensors (including other users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights of Proposal.
• You are granted a limited, revocable, non-sublicensable worldwide license to access and use the Service, subject to the terms and conditions of this Agreement. You agree that you will not (i) copy, modify, publish, adapt, sublicense, translate, sell, distribute, transmit, perform, display, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Proprietary Materials or the Service or cause others to do so; (ii) "frame" or "mirror" any part of the Service, without our prior written authorization; (iii) use meta tags or code or other devices containing any reference to Proposal or the Service in order to direct any person to any other website for any purpose; (iv) resell or make any commercial use of the Service; (v) use any data mining, robots, or similar data gathering or extraction methods or otherwise collect any pictures, descriptions, data or other content from the Service; (vi) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service; (vii) use any automated methods or processes to create user accounts or access the Service or (viii) use the Proprietary Materials or the Service other than for their intended purpose. Any use of the Service or Proprietary Materials other than as expressly authorized herein, without the prior written consent of Proposal, is strictly prohibited and will violate and terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. Proposal reserves all rights not expressly granted herein in the Service and the Proprietary Materials. This license is revocable at any time.
• You are hereby acknowledged that Proposal is entitled to terminate or strike off the license to access and use the Service anytime and at its own discretion.

14. DIGITAL MILLENNIUM COPYRIGHT ACT

Proposal INC has adopted the following policy towards copyright infringement in accordance with the Digital Millennium Copyright Act (the "DMCA"). If you believe any Member Content or Our Content infringes upon your intellectual property rights, please submit a notification alleging such infringement ("DMCA Takedown Notice") including the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
3. Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably enough to permit the service provider to locate the material;
4. Information reasonably enough to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed. Any DMCA Takedown Notices should be sent to: info@proposalapp.co

15. PUSH NOTIFICATION, EMAIL NOTIFICATION, OR COMMUNICATION; LOCATION BASED FEATURES

We may provide you with emails, text messages, push notifications, alerts and other messages related to the App and/or the Proposal services, such as enhancements, offers, products, events, and other promotions. After downloading the App, you will be asked to accept or deny push notifications/alerts. If you deny, you will not receive any push notifications/alerts. If you accept, push notifications/alerts will be automatically sent to you. If you no longer wish to receive push notifications/alerts from the App, you may opt out by changing your notification settings on your mobile device.

However, if you do not opt-out or unsubscribe from email notification or communication, You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via App, email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US, THE APP OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. Should you wish to unsubscribe to any email communication or notification, you can unsubscribe or opt-out by going to the notification setting in the App and disabling it, or by emailing us with your request info@proposalapp.co.

The App may allow access to or make available opportunities for you to view certain content and receive other products, services and/or other materials based on your location. To make these opportunities available to you, the App will determine your location using one or more reference points, such as GPS, Bluetooth and/or software within your mobile device. If you have set your mobile device to disable GPS, Bluetooth or other location determining software or do not authorize the App to access your location data, you will not be able to access such location-specific content, products, services and materials. For more about how the App uses and retains your information, please read the Privacy Policy.

16. ABOUT US

Your access to the App, Our Content, and any Member Content, as well as these Terms are governed and interpreted by the laws of the Province of British Columbia, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the Province of British Columbia. By using the App, you are consenting to the exclusive jurisdiction of the courts of Canada and the Province of British Columbia. You agree that such courts shall have “in personam jurisdiction” and venue and waive any objection based on inconvenient forum. You agree that you will not file or participate in a class action against us. In the event there is a discrepancy between this English language version and any translated copies of the Terms, the English version shall prevail.

17. Trademark

Proposal’s logos and any other trade name or slogan contained in the Service are trademarks or service marks of Proposal, its partners or its licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of Proposal or the applicable trademark holder. In addition, the look and feel of the Service, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Proposal and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Service are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.