Terms of Service

1. Agreement

These Terms of Service (“Terms”) govern your access to and use of Proofley (“Service”), operated by Proofley (“we”, “our”, “us”). By creating an account or using the Service you agree to these Terms. If you are using the Service on behalf of an agency or company, you represent that you have authority to bind that entity.

If you do not agree, do not use the Service.

2. The Service

Proofley is a deliverable approval platform. It allows agencies (“Users”) to share project deliverables with their clients via secure tokenised links, collect client feedback and approval, and generate timestamped approval certificates.

We reserve the right to modify, suspend, or discontinue any part of the Service at any time with reasonable notice. We are not liable to you or any third party for any such change.

3. Accounts

You must provide accurate information when creating an account. You are responsible for maintaining the security of your account credentials and for all activity under your account. Notify us immediately at support@proofley.com if you suspect unauthorised access.

One account corresponds to one agency workspace. You may not share your account with or transfer it to another party without our written consent.

4. Acceptable use

You agree not to use the Service to:

• Upload or share illegal, defamatory, or infringing content
• Send review links for fraudulent or misleading purposes
• Impersonate another person or entity
• Attempt to reverse-engineer, scrape, or extract data from the Service at scale
• Interfere with or disrupt the Service or its infrastructure
• Circumvent any usage limits or access controls

We may suspend or terminate accounts that violate these rules without refund.

5. Approval certificates and legal weight

Proofley generates approval certificates containing the client’s self-reported name, IP address, browser user-agent, and UTC timestamp at the point of approval. These certificates are provided as evidence of intent and are designed to support dispute resolution between you and your client.

Proofley does not guarantee that approval certificates constitute legally binding signatures under any specific jurisdiction’s contract law. The evidential weight of a certificate depends on the laws applicable to your client relationship. We recommend consulting a lawyer if you intend to rely on certificates in formal legal proceedings.

You are responsible for informing your clients that their approval action is recorded and timestamped before they interact with a review link.

6. Your content

You retain ownership of all files, deliverables, and data you upload to the Service (“Your Content”). By uploading content you grant us a limited, non-exclusive licence to store, process, and display it solely to provide the Service to you.

You represent that you have the rights to upload Your Content and that it does not infringe any third-party intellectual property rights.

We do not claim ownership of Your Content and will not use it for any purpose beyond operating the Service.

7. Subscriptions and billing

Plans

Proofley offers a Free plan and paid plans (Starter, Pro). Paid plans are billed monthly or annually in advance. Pricing is displayed on our pricing page and may be updated with 30 days’ notice to existing subscribers.

Free trial

Paid plans may include a free trial period. At the end of the trial your chosen plan will begin billing unless you cancel before the trial ends.

Cancellation

You may cancel your subscription at any time from the billing settings. Cancellation takes effect at the end of the current billing period — you retain access until then. We do not provide pro-rata refunds for unused time except where required by law.

Refunds

If you believe you were charged in error, contact billing@proofley.com within 14 days of the charge and we will review it.

Failed payments

If a payment fails your account will be downgraded to the Free plan after a grace period. Your data will not be deleted immediately — you will have 30 days to resolve the payment and restore your plan.

8. Free plan limits

The Free plan is limited to 3 active projects. If you reach the limit you must archive an existing project or upgrade before creating a new one. Limits may change with notice.

9. Data and privacy

Our Privacy Policy is incorporated into these Terms by reference. By using the Service you agree to our collection and use of data as described there.

10. Confidentiality

We treat your project data, client information, and deliverables as confidential. We do not access your workspace data except as necessary to provide support, investigate abuse, or comply with legal obligations.

11. Availability and uptime

We aim to provide a reliable service but do not guarantee any specific uptime. We are not liable for losses caused by downtime, maintenance windows, or events outside our reasonable control (including third-party infrastructure failures).

12. Limitation of liability

To the maximum extent permitted by law, Proofley’s total liability to you for any claim arising from these Terms or the Service is limited to the amount you paid us in the 12 months prior to the claim.

We are not liable for indirect, incidental, consequential, or punitive damages, including loss of profits, loss of data, or loss of business — even if we were advised of the possibility of such damages.

13. Indemnity

You agree to indemnify and hold Proofley harmless from any claims, damages, or expenses (including legal fees) arising from your use of the Service, Your Content, your breach of these Terms, or your clients’ use of review links you sent them.

14. Termination

We may suspend or terminate your account for material breach of these Terms, non-payment, or abuse — with or without prior notice depending on severity. You may delete your account at any time from account settings.

Upon termination we will retain your data for 30 days before deletion, during which you may export it. After 30 days all workspace data is permanently deleted.

15. Governing law

These Terms are governed by and construed in accordance with the laws of India. Any disputes shall be subject to the exclusive jurisdiction of the courts of India.

16. Changes to these Terms

We may update these Terms from time to time. We will notify registered users by email at least 14 days before material changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

17. Contact

For any questions about these Terms, email legal@proofley.com.