Proto Node Labs Terms of Service

1. Who we are and what these Terms cover

1.1 Parties. These Terms of Service (the "Terms") are a contract between Proto Node Labs LLC ("PNL", "we", "us") and the business that accepts them (the "Customer", "you").

1.2 Services covered. The Terms govern every product and surface we operate for business customers (together, the "Services"), including:

• PNL Timesheet (clock.protonodelabs.com)
• PNL Inventory (inventory.protonodelabs.com)
• PNL Broadcast (broadcast.protonodelabs.com, the PNL Broadcast Android TV app com.protonodelabs.broadcast, and the "PNL Broadcast" Roku channel)
• PNL-Ops (ops.protonodelabs.com)
• PNL Scheduler (scheduler.protonodelabs.com)
• Website Hosting for sites we build or host for you
• the shared sign-in that works across these apps on *.protonodelabs.com
• our website at protonodelabs.com (and www.protonodelabs.com, pnl-site.pages.dev), our mail domains (mail.protonodelabs.com, inbox.protonodelabs.com), any iOS or Android apps we publish for these Services, and any support channel we offer.

1.3 Not covered. PNL Learn (pnllearn.com) is a consumer product with its own terms and privacy notice. The Launch Package website build offer at protonodelabs.com/promo has its own terms on that page; those terms govern the build, and these Terms govern Website Hosting once the site is live (see Schedule 05).

1.4 Schedules. Each app has a Schedule that states what is included, how it is priced, how quantities are counted, and app-specific rules. The Schedules are part of these Terms. The current Schedules are:

• Schedule 02: PNL Timesheet
• Schedule 03: PNL Inventory
• Schedule 04: PNL Broadcast
• Schedule 05: Website Hosting
• Schedule 06: PNL-Ops and PNL Scheduler

1.5 Other documents incorporated. The Acceptable Use Policy, the Privacy Policy, and the Data Processing Addendum (at protonodelabs.com/acceptable-use, protonodelabs.com/privacy, and protonodelabs.com/dpa) are part of these Terms.

1.6 Order of precedence. If documents conflict: (a) a Schedule controls over these Terms for the app it covers; (b) these Terms control over the Acceptable Use Policy, Data Processing Addendum, and Privacy Policy; (c) a written order form, founding-rate letter, or price confirmation signed or sent by PNL controls over everything else, but only as to price, included quantities, and any specifically stated discount, and never as to liability, data, warranty, or dispute terms.

2. Accepting these Terms

2.1 Authority. By checking the acceptance box, clicking a button labeled to indicate agreement, completing checkout, or using the Services, the person accepting confirms that they are at least 18, that they are an owner, officer, or authorized agent of the Customer, and that they have authority to bind the Customer to these Terms. If that person lacks authority, they are personally responsible for the account until the Customer ratifies it.

2.2 Business use only. The Services are for businesses and organizations. They are not offered to consumers for personal, family, or household use.

2.3 Electronic acceptance and records. You agree to do business with us electronically. Acceptance by checkbox, click, or use has the same effect as a signature. We record the version of the Terms accepted, the time, the accepting user, and the network address, and that record is our evidence of acceptance. Our emails to the account owner's address are our written notices to you.

2.4 Existing agreements. If you had a signed service agreement with PNL before accepting these Terms, these Terms replace it from the effective date of your acceptance unless we tell you in writing that the signed agreement continues. Any founding-rate letter we issue survives as a price term only (section 1.6).

3. Accounts, users, and credentials

3.1 Account owner. The business account is controlled by the Customer. The person who creates it is the account owner until the Customer tells us otherwise in writing from the owner's email. We take instructions from the owner and from users the owner has given administrative roles.

3.2 Your users. You may let your employees, contractors, and other people you authorize ("Users") use the Services under your account, within the quantities you pay for. You are responsible for everything Users do with the Services, for keeping their access accurate (deactivate people who leave), and for making sure they follow these Terms and the Acceptable Use Policy. A User's acts and omissions are yours.

3.3 Credentials and PINs. Passwords, PINs, kiosk codes, device pairing codes, and API tokens are confidential. Four-digit PINs are a convenience for shared devices and are not a strong security control; use them only where that is acceptable to you. You are responsible for all activity under your credentials until you tell us they are compromised at [email protected] and we have had a reasonable time to act.

3.4 Accurate information. Keep your business name, billing contact, and owner email current. We rely on the owner email for notices, invoices, and security alerts.

3.5 Shared sign-in. One sign-in works across our apps on protonodelabs.com subdomains. Access to a specific app depends on your subscription to it.

3.6 Deactivation, not deletion. For audit integrity, User records are deactivated rather than erased while your account is active. See section 9 for what happens when you leave.

4. Subscriptions, fees, and payment

4.1 Monthly plans, no lock-in. Each app is a month-to-month subscription with a base fee that includes stated quantities, plus overage for use above them, as set out in its Schedule. There is no minimum term.

4.2 Billing in advance. Base fees are billed at the start of each billing period. Usage-based quantities (for example active workers, users, addresses, boxes switched on, storage blocks) are synced to our billing system nightly and prorated within the period, so increases and decreases show on your next invoice. Some usage charges, such as AI overage you have opted into, are billed in arrears for the period in which they occurred.

4.3 Payment method. You pay by card or ACH Direct Debit through Stripe, our payment processor. You authorize us to charge your payment method for all amounts due, including recurring fees and prorations, without separate approval each time. We do not see or store your full card or bank details.

4.4 Taxes. Our prices exclude sales, use, and similar taxes. If a tax authority requires us to collect tax on your subscription, we will add it to your invoice. You are responsible for any taxes other than taxes on PNL's income.

4.5 Price changes. We may change base fees, included quantities, or overage rates on at least 30 days' notice by email to the account owner. The change takes effect on your first billing period starting after the notice period ends. If you do not want to continue at the new price, cancel before that period starts and you will not be charged it. Prices we have confirmed to you in a written founding-rate letter or order form are changed only as that document says.

4.6 Failed payment. If a charge fails, Stripe retries automatically over roughly two weeks and we email you. During that time your subscription is past due but keeps running. If payment is still outstanding 14 days after the original due date, we may suspend access to the affected app until you pay. If it is still outstanding 45 days after the due date, we may terminate the subscription and the retention and deletion schedule in section 9 begins. You remain responsible for amounts owed for service delivered.

4.7 No refunds for partial periods. When you cancel, your service continues to the end of the period you have paid for and we do not refund the unused part of it. We think this is the fair trade for having no minimum term and no cancellation fee. Reductions in quantities during a period are prorated as credits against your next invoice, not cash refunds. We may make refund exceptions at our discretion; doing so once does not oblige us to do so again.

4.8 Setup, build, and provisioning fees. One-time fees for setup, build work, data import, device provisioning, or hardware are earned when we begin the work or ship the item and are not refundable after that point. Any Schedule or order form may state a different point at which a specific fee becomes non-refundable, and that statement controls.

4.9 Hardware. Where we supply hardware (for example streaming boxes), we sell it at the price stated, title passes on delivery, and the only warranty is the manufacturer's. We do not warrant hardware ourselves.

4.10 Free trials and credits. We do not currently offer self-serve free trials. If we offer you a trial, credit, or promotional rate, it is for the stated period and quantities, may be withdrawn if misused, and converts to the standard price at the end of the stated period unless you cancel first.

4.11 Disputes about invoices. Tell us in writing within 30 days of an invoice if you think it is wrong. We will work through it with you in good faith. Undisputed amounts remain due.

4.12 Billing on the web only. Subscriptions are purchased and managed on the web. Our iOS and Android apps are for signing in and using the Services and do not sell anything.

5. Cancellation and portal

5.1 You can cancel any app subscription at any time through the Stripe billing portal linked from the app or by emailing [email protected] from the owner's email. Cancellation takes effect at the end of the current paid period.

5.2 The portal also lets you update your payment method and download invoices.

5.3 Cancelling one app does not cancel others. Cancelling all apps closes the account subject to the retention schedule in section 9.

6. Acceptable use

Use of the Services is subject to the Acceptable Use Policy at protonodelabs.com/acceptable-use. In short: use the Services lawfully, for your own business, without harming the service or other customers, and without content you do not have the right to use.

7. Customer Data

7.1 Definition. "Customer Data" means all data, content, and materials you or your Users submit to or generate within the Services: time records, GPS points, inventory records, leads and emails, bookings, media files, playlists, device logs, and anything else stored under your account.

7.2 You own it. As between you and PNL, you own Customer Data. We claim no rights in it other than the license below.

7.3 Our license to process it. You grant PNL a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, back up, and otherwise use Customer Data as needed to provide, secure, support, and improve the Services, to comply with law, and as you otherwise direct. This includes sending Customer Data to the subprocessors listed in the Privacy Policy and Data Processing Addendum.

7.4 Aggregated and de-identified data. We may generate and use data about how the Services are used (for example feature counts, performance figures, error rates) and statistics derived from Customer Data that are aggregated or de-identified so they do not identify you, your Users, or any person. We may use that data for any lawful purpose, including improving and marketing the Services, and we keep it after your account ends.

7.5 Your responsibility for Customer Data. You are responsible for the accuracy, legality, and rights in Customer Data, for having a lawful basis to collect and share it with us (including from your employees and your own customers), and for backing up anything you cannot afford to lose beyond the export tools we provide. We do not review Customer Data for accuracy.

7.6 Personal data of your workers and customers. Where Customer Data includes personal information about your employees, contractors, or customers, we process it as your service provider or processor under your instructions. The Data Processing Addendum applies. You are the controller or business responsible for that data.

7.7 Export. Each app provides export tools as stated in its Schedule (for example CSV, PDF, or JSON). Where an app has no self-serve export yet, email [email protected] and we will provide a reasonable export of your data in a common format within 30 days of the request.

7.8 Sensitive data. The Services are not designed for health records, payment card numbers, Social Security numbers, government ID numbers, biometric identifiers, or data about children under 13. Do not put them into the Services. We have no liability for such data if you do.

8. Your compliance obligations (notice, consent, employment law)

8.1 Employee notice and consent. Some Services collect location data at clock-in and clock-out, record who did what and when, report which app is in the foreground on a managed screen, or take screenshots of managed devices. Before you turn these on for your workers, venues, or guests, you must give whatever notice and obtain whatever consent your jurisdiction requires. We supply suggested notice language in the Schedules as a convenience. It is not legal advice and may not be enough for your situation.

8.2 Wage and hour, payroll, and tax. PNL Timesheet records time and calculates figures from the rates and rules you enter. It is a record-keeping tool. It is not a payroll service, does not file anything with any agency, and does not determine whether your pay practices comply with the law. You are solely responsible for the accuracy of your pay records, for overtime, breaks, rounding, classification, and recordkeeping rules, and for reviewing exports before using them to pay anyone.

8.3 Inventory and financial records. Counts, costs, prices, and valuations in PNL Inventory are what you and your Users enter. You are responsible for their accuracy and for your own tax and accounting treatment.

8.4 Content and licensing. Where you display or distribute content through the Services (PNL Broadcast, your website), you are solely responsible for owning or licensing it, including music and public performance rights, and for compliance with the terms of any third-party app or platform you use alongside it. See Schedule 04.

8.5 Your own laws. You are responsible for compliance with all laws that apply to your business and your use of the Services, including privacy, employment, consumer protection, advertising, and industry rules. We are responsible for complying with laws that apply to PNL as a provider of hosted software.

9. Data after cancellation, retention, and deletion

9.1 Retention window. When a subscription ends (by cancellation or termination), we keep that app's Customer Data in a read-only or suspended state for 30 days so you can export it or reactivate. During this window you can ask us for an export under section 7.7.

9.2 Deletion from live systems. After the retention window we delete or de-identify that Customer Data from our live systems within a further 60 days (so no later than 90 days after the subscription ends). If you ask us to delete sooner, we will do so within 30 days of your request, and your right to export ends when we do.

9.3 Backups. Deleted data remains in encrypted backups until those backups age out on their normal schedule. For PNL Broadcast, daily backups are kept for 35 days and monthly backups for 13 months. For our other apps we keep backups for up to 35 days, and where we retain monthly snapshots they age out within 13 months. We do not restore deleted Customer Data from backup except to recover from our own system failure, in which case we re-delete it.

9.4 What we keep. We retain account, billing, invoice, tax, acceptance, and audit records as needed for our books, tax, legal, and security purposes, typically 7 years. We also keep aggregated or de-identified data (section 7.4).

9.5 Immutable ledgers. Some records (for example the Inventory ledger and audit logs) cannot be edited or selectively deleted while an account is active, because that is what makes them useful. They are deleted with the rest of your Customer Data under this section.

9.6 Reseller and end-customer data. If your Customer Data includes data about your own customers, venues, or guests, you are responsible for any obligations you have to them about retention and deletion. We act on your instructions, not theirs.

10. Third-party services and subprocessors

10.1 We use third-party providers to run the Services (hosting, database, storage, email delivery, payments, AI model providers). The current list is in the Privacy Policy and the Data Processing Addendum. We may add or replace providers; we will update the list and, for providers that process personal data, give notice as the Data Processing Addendum describes.

10.2 Some features connect to services you control (for example your calendar feed, your own label printer or print relay PC, your domain registrar, third-party streaming apps installed on a device). Those services are governed by their own terms. We are not responsible for them, for changes they make, or for how they interact with the Services.

10.3 We are not responsible for any third-party content, app, or site reached through the Services.

11. AI features

11.1 Some Services include features powered by large language models from third-party providers (for example OpenAI and Anthropic). These features can draft schedules and playlists, answer questions, summarize records, or chat with visitors.

11.2 AI output can be wrong. AI output may be inaccurate, incomplete, out of date, or inappropriate even when it looks confident. You must review AI output before relying on it or applying it. Where a feature produces a draft, nothing changes until a User confirms it.

11.3 No guarantee. We do not guarantee any particular result from AI features. They are provided as is and may be limited, metered, rate-limited, changed, or withdrawn at any time. Where an AI feature is metered or has a paid overage, the Schedule states how usage is counted and the limits we may apply.

11.4 Your inputs. Content you submit to AI features is sent to the model provider under our agreement with them. Do not submit data you are not permitted to share. We do not use your inputs to train our own models, and we select provider terms that do not allow training on your inputs where that option exists.

11.5 Not advice. AI output is not legal, financial, tax, employment, or professional advice, and nothing an AI feature says binds PNL. Anything binding from PNL comes from a human at PNL in writing.

12. Support, updates, changes, and beta features

12.1 Support. Your subscription includes reasonable email support at [email protected] during our normal business hours. We aim to respond within two business days. We do not offer a service level agreement, response-time guarantee, or uptime guarantee unless a Schedule or written order form expressly states one. Support is for your account owner and administrators; your Users and your own customers get support from you.

12.2 Updates. We improve the Services on our own schedule. Updates are included in your subscription. Feature requests are welcome and we decide whether and when to build them.

12.3 Service changes. We may change, add, or retire features. If we retire a feature that is material to an app, we will give at least 30 days' notice by email where practical and, where we can, provide a way to export affected data. If a change materially reduces an app's core function, your remedy is to cancel before your next billing period.

12.4 Beta features. Features labeled beta, preview, early access, or similar are experimental. They may be incomplete, may change or disappear without notice, may have bugs, and are excluded from any commitment we make elsewhere. Use them at your own risk.

12.5 Maintenance. We may take the Services down for maintenance. We try to schedule it outside US Eastern business hours and to warn you about long windows.

13. Suspension

13.1 We may suspend some or all of your or a User's access, with notice where practical, if: (a) payment is past due under section 4.6; (b) we reasonably believe your account is compromised; (c) your use violates the Acceptable Use Policy, infringes someone's rights, or exposes us or others to legal or security risk; (d) we receive a credible legal notice or claim about your content; or (e) your use is placing an unreasonable load on the Services.

13.2 We will limit suspension to what is needed to address the problem and restore access once it is resolved. Fees continue to accrue during a suspension caused by your breach or non-payment.

14. Term and termination

14.1 These Terms start when you accept them and continue while you have any active subscription or account.

14.2 By you. Cancel under section 5.

14.3 By us. We may terminate a subscription or your account: (a) on 30 days' notice for any reason, in which case we refund any prepaid fees for the period after termination; (b) immediately if you materially breach these Terms and do not cure within 14 days of notice (or immediately with no cure period for breaches that cannot be cured, Acceptable Use Policy violations that create legal exposure, or non-payment under section 4.6); or (c) if we discontinue an app entirely, on at least 60 days' notice, with a prorated refund of prepaid fees.

14.4 Effect. On termination your right to use the affected Services ends, section 9 governs your data, and you remain liable for fees accrued. Sections that by their nature should survive (including 4 for amounts owed, 7.4, 9, 15 through 21, 23, 24, and 26) survive termination.

15. Intellectual property

15.1 Ours. PNL and its licensors own the Services, their software, designs, documentation, trademarks, and everything we create in operating them, including improvements built from feedback. These Terms give you a limited, non-exclusive, non-transferable right to use the Services for your internal business during your subscription. Nothing transfers ownership to you.

15.2 Restrictions. You will not copy, modify, reverse engineer, resell, sublicense, or create derivative works of the Services, remove our notices, use the Services to build a competing product, or access them by automated means other than interfaces we provide, except as a Schedule permits (for example the reseller rights in Schedule 04).

15.3 Websites we build. Ownership of a website we build for you is governed by the build terms you accepted (for example the Launch Package terms). Schedule 05 covers hosting.

15.4 Feedback. If you give us suggestions, ideas, or feedback, we may use them without restriction or payment and without obligation to you.

15.5 Open source. The Services include open-source components under their own licenses. Those licenses govern those components where they conflict with these Terms.

16. Confidentiality

16.1 Each party will protect the other's non-public information (for us, your Customer Data and business details; for you, our non-public pricing, roadmap, security details, and unreleased features) with reasonable care, use it only for purposes of these Terms, and disclose it only to people who need it and are bound to protect it.

16.2 This does not apply to information that is public through no fault of the recipient, already known to the recipient, independently developed, or lawfully received from someone else. Either party may disclose information when legally required, after notice to the other where lawful.

16.3 These obligations last for three years after the account ends, and for Customer Data for as long as we hold it.

17. Publicity

We may identify you as a customer by name and logo on our website and in sales materials. You can opt out at any time by emailing [email protected] and we will remove the reference within 30 days. We will not describe the details of your use or quote you without your permission.

18. Warranty disclaimer

18.1 We will provide the Services with reasonable skill and care.

18.2 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, HARDWARE, AI OUTPUT, SUPPORT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, PNL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT DATA WILL NOT BE LOST, THAT GPS OR DEVICE DATA WILL BE ACCURATE, OR THAT THE SERVICES WILL SATISFY ANY LEGAL OBLIGATION YOU HAVE. YOU USE THE SERVICES AT YOUR OWN RISK.

18.3 Some jurisdictions do not allow certain disclaimers. In that case the disclaimer applies to the fullest extent allowed.

19. Limitation of liability

19.1 EXCLUSION OF CERTAIN DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, PNL AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, REGULATORY FINES, WAGE CLAIMS, OR LICENSING OR COPYRIGHT CLAIMS ARISING FROM YOUR CONTENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

19.2 CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, PNL'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, IN THE AGGREGATE, WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID PNL FOR THE AFFECTED SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

19.3 Carve-outs. The exclusions and cap do not apply to a party's liability for its own fraud or willful misconduct, to your payment obligations, or to your indemnity obligations under section 20, or to anything that cannot be limited by law.

19.4 Basis of the bargain. You agree these limits reflect a reasonable allocation of risk given the low monthly price of the Services, and that we would not offer the Services at this price without them. Multiple claims do not enlarge the cap.

20. Indemnity

20.1 By you. You will defend, indemnify, and hold harmless PNL and its members, managers, employees, and contractors from and against all claims, demands, losses, damages, fines, penalties, settlements, and costs (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data or any content you display, distribute, or make available through the Services, including claims of copyright, trademark, publicity, or public performance infringement; (b) your or your Users' use of the Services or breach of these Terms or the Acceptable Use Policy; (c) your employment, wage and hour, payroll, tax, or recordkeeping practices, including any claim by a worker about time records, pay, or location tracking; (d) claims by your own customers, venues, guests, advertisers, or end users; (e) your failure to give notices or obtain consents required by law; (f) your violation of any third-party terms (including terms of apps or platforms used on devices we manage); or (g) hardware you or your Users install, modify, or operate.

20.2 Process. We will notify you promptly of a claim (delay only relieves you to the extent it prejudices you), let you control the defense with counsel reasonably acceptable to us, and cooperate at your expense. You will not settle a claim in a way that admits fault by PNL or imposes obligations on PNL without our written consent. We may participate with our own counsel at our expense.

20.3 PNL IP remedy (no indemnity). As a small company we do not offer a general intellectual property indemnity. Instead, if a third party claims that the Services as provided by PNL (excluding Customer Data, third-party content, your hardware, open-source components used as licensed, and combinations with things we did not provide) infringe its US intellectual property rights, we will at our option: (a) modify the Services to avoid the claim; (b) obtain a license for you to keep using them; or (c) terminate the affected subscription and refund any prepaid fees for the period after termination. This is your sole and exclusive remedy for intellectual property claims against the Services.

21. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, government action, epidemics, power or internet failures, denial-of-service attacks, or failures of third-party providers we rely on (hosting, database, storage, payments, email delivery, AI providers, device platforms). This does not excuse payment for service already delivered.

22. Assignment

You may not assign or transfer these Terms or your account without our written consent, except to a successor to all or substantially all of your business who accepts these Terms in writing. We may assign these Terms to an affiliate or to a successor in a merger, acquisition, or sale of the Services, and will notify you by email. Any other attempted assignment is void.

23. Notices

23.1 To you. We send notices to the account owner's email address on file and may also post them in the app. A notice is effective when sent. Keep that address current; a bounced email to the address you gave us is still notice.

23.2 To us. Send legal notices to [email protected] with "Legal notice" in the subject and to Proto Node Labs LLC, 8 The Green, Suite B, Dover, DE 19901. Send support requests to [email protected]. Send copyright notices as Schedule 04 describes.

24. Changes to these Terms

24.1 We may revise these Terms and the Schedules. Every version carries a version date and we keep prior versions available on request.

24.2 Price changes follow section 4.5 (at least 30 days' email notice).

24.3 Material changes (anything that reduces your rights, increases your obligations, or changes liability, data, or dispute terms) take effect no sooner than 30 days after we email the account owner and post the new version. We will ask the account owner or an administrator to accept the new version in the app before they continue, and we record that acceptance. Continued use of the Services after the effective date also constitutes acceptance. If you do not agree, cancel before the effective date.

24.4 Non-material changes (clarifications, new features, fixing errors, updating the subprocessor list, changes required by law) take effect when posted.

24.5 A change we make to address a legal requirement or a security risk may take effect sooner, with the most notice we can reasonably give.

25. Governing law and dispute resolution

25.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The Uniform Computer Information Transactions Act and the UN Convention on Contracts for the International Sale of Goods do not apply.

25.2 Talk first. Before filing any claim, the party raising it will email the other a written description of the dispute and what it wants. The parties will try in good faith to resolve it, including by at least one call between decision-makers, for 30 days from that notice. Neither party may file suit until the 30 days have passed, except to seek urgent injunctive relief or to stop a limitations period from running.

25.3 Courts. Any dispute not resolved under 25.2 will be brought exclusively in the state courts located in New Castle County, Delaware, or the United States District Court for the District of Delaware, and both parties consent to personal jurisdiction and venue there. Either party may instead bring a qualifying claim in small claims court in that county.

25.4 No jury, no class actions. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL, AND EACH PARTY AGREES THAT CLAIMS WILL BE BROUGHT ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

25.5 Time limit. Any claim must be filed within one year after the cause of action accrues, or it is permanently barred, to the extent the law allows this limit.

25.6 Fees. In any action to collect unpaid fees, the prevailing party may recover its reasonable attorneys' fees and costs. In other actions each party bears its own fees unless a statute provides otherwise.

25.7 Injunctive relief. Either party may seek injunctive relief in the courts above to protect its intellectual property or confidential information without posting a bond where the law allows.

26. App Store and platform terms

26.1 Login and use only. Our iOS and Android apps let you sign in to and use Services you already subscribe to. Nothing is purchased in the apps. All billing is on the web through Stripe.

26.2 Apple. For any app we distribute through the Apple App Store: these Terms are between you and PNL only, not Apple. Apple has no obligation to furnish maintenance or support for the app. Apple is not responsible for any warranty, product liability, intellectual property, or legal compliance claim relating to the app; to the extent a warranty applies and the app fails to conform to it, you may notify Apple, which will refund any purchase price (there is none), and Apple has no further warranty obligation. Your license to the app is limited to a non-transferable license to use it on Apple-branded devices you own or control as permitted by the App Store Usage Rules. You represent that you are not located in a country subject to a US government embargo or designated as terrorist-supporting and are not on any US restricted-party list. You must comply with applicable third-party terms when using the app. Apple and its subsidiaries are third-party beneficiaries of this section and may enforce it against you.

26.3 Google and Roku. For apps we distribute through Google Play or the Roku Channel Store, those stores' terms also apply to the download, and Google and Roku are not parties to these Terms and have no obligations to you under them.

26.4 Device platforms. Some Services run on devices that also run third-party platforms and apps. Section 10.2 and Schedule 04 apply.

27. General

27.1 Entire agreement. These Terms, the Schedules, the Acceptable Use Policy, the Privacy Policy, the Data Processing Addendum, and any order form or founding-rate letter are the entire agreement between us about the Services and replace all prior agreements, proposals, and representations about them. Terms on your purchase orders or vendor forms do not apply, even if we sign or process them.

27.2 Severability. If any part of these Terms is held unenforceable, it will be enforced to the extent permitted and the rest remains in effect.

27.3 No waiver. Not enforcing a term is not a waiver of it.

27.4 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

27.5 No third-party beneficiaries. Except as section 26.2 states, no one other than the parties has rights under these Terms. In particular, your Users, your customers, venues, guests, and advertisers have no rights against PNL.

27.6 Export and sanctions. You will not use or export the Services in violation of US export control or sanctions laws.

27.7 US government. The Services are commercial computer software. Government users receive only the rights given to all customers.

27.8 Interpretation. Headings and the plain summary are for convenience and do not change meaning. "Including" means "including without limitation." Where we have discretion, we will exercise it reasonably and in good faith.

27.9 Contact. Proto Node Labs LLC, 8 The Green, Suite B, Dover, DE 19901. [email protected] (general and legal), [email protected] (support).

Proto Node Labs Terms of Service, Version 2026-10-13.

Previous versions

This is version 2026-10-13, effective October 17, 2026. It is the first version published under this numbering, so there are no earlier versions of this document to list. When we publish a new version, earlier versions stay on file and we will send you a copy of any version that applied to you on request at [email protected].

The other legal documents:

• Schedule 02: PNL Timesheet
• Schedule 03: PNL Inventory
• Schedule 04: PNL Broadcast
• Schedule 05: Website Hosting
• Schedule 06: PNL-Ops and PNL Scheduler
• Privacy Policy
• Acceptable Use Policy
• Data Processing Addendum