Terms of Service

1. Acceptance of Terms & Binding Agreement

By accessing and using Pro-Motion Labs' website, platforms, and services (collectively, “Services”), including Rainure, Kizuna, and any custom development services, you agree to be legally bound by these Terms of Service (“Terms”).

By using our Services, you acknowledge that:

• •You have read and understood these Terms
• •You accept all terms without modification
• •You are legally capable of entering into this contract
• •Continued use constitutes acceptance

If you do not agree to these Terms, please do not use our Services.

Document Hierarchy (order of precedence)

2. Definitions

3. Use License & Restrictions

3.1 Limited License Grant

We grant you a non-exclusive, non-transferable, revocable license to access and use the Services for your lawful business or personal purposes. This license is personal to you, conditioned on compliance with these Terms, subject to immediate revocation for material breach, and limited to the scope of Services provided.

3.2 Prohibited Uses

3.3 Enforcement & Consequences

4. User Accounts & Credentials

4.1 Account Responsibility

• Provide accurate and complete registration information
• Accept responsibility for all activity under your account
• Keep credentials confidential and secure
• Promptly report any unauthorised access

You are liable for all activity under your account unless caused by our security failure.

4.2 Suspension & Termination

You may terminate anytime by requesting account deletion. We may terminate for material breach with 30 days' notice, or immediately for serious violations. Upon termination, your access ceases and User Content may be deleted after 30 days.

5. Intellectual Property Rights

5.1 Our Intellectual Property

All IP in the Services (software, code, algorithms, designs, platforms, documentation, and trademarks) is owned by Pro-Motion Labs. You receive a non-exclusive, non-transferable license to use it only as permitted by these Terms.

5.2 Your Content Ownership

You retain ownership of User Content you create and upload. By submitting User Content, you grant Pro-Motion Labs a worldwide, royalty-free, non-exclusive license to store, host, process, and display it to provide Services, create operational backups, and use aggregated anonymized data for service improvement.

We do NOT acquire:

• ✕Ownership of your User Content
• ✕Right to use your content outside the Services
• ✕Right to sell your content
• ✕Right to use content for unrelated products

5.3 AI/ML Training: Transparent & Limited

5.4 Feedback

Any feedback or suggestions you provide become our property and can be used freely, without compensation or attribution.

6. Fees, Payment & Billing

6.1 Pricing & Auto-Renewal

• •Fees are listed on our website or in order documents
• •Exclusive of applicable taxes (you pay taxes)
• •Subscriptions auto-renew at end of each billing period
• •We email a renewal reminder at least 7 days in advance
• •Cancel before the renewal date to prevent charges

6.2 Late Payment

• •If payment fails, we retry for 3-5 days then may suspend the account
• •Late payment fee: 1% per month (12% annually) on overdue amounts
• •You remain liable for all fees incurred

6.3 Refund Policy

6.4 Price Changes

We may change pricing with 30 days' prior written notice specifying the new pricing, effective date, and how to cancel if you disagree. Price increases apply to the next billing cycle, not the current one. If you do not cancel before the effective date, you accept the new pricing.

7. Warranties, Disclaimers & Liability

7.1 Our Warranties

• The Services will substantially conform to published documentation
• We will provide Services with reasonable skill and care
• We will use reasonable efforts to maintain security and uptime

For breach of these warranties: we will use reasonable efforts to remedy the issue. If we cannot remedy, you may cancel and receive a pro-rata refund.

7.2 Disclaimer of Other Warranties

7.3 Your Responsibility

You are responsible for evaluating whether Services meet your needs, backing up your User Content, securing your credentials, and complying with all applicable laws. Do not use the Services for mission-critical operations without independent backup systems.

8. Limitation of Liability

8.1 Liability Cap

8.2 Excluded Damages

We are not liable for (unless caused by our gross negligence or wilful misconduct):

• ✕Lost profits, revenue, or business
• ✕Loss of data (if you did not back up)
• ✕Loss of goodwill or reputation
• ✕Business interruption
• ✕Cost of substitute goods or services
• ✕Indirect, incidental, special, consequential, or punitive damages

8.3 Exceptions: Liability NOT Limited For:

• Our breach of confidentiality obligations
• Our infringement of your intellectual property
• Gross negligence or wilful misconduct by us
• Death or personal injury caused by us
• Fraud or intentional misrepresentation by us

8.4 Mutual Indemnification

9. Data Security, Backups & Data Loss

9.1 Security Measures

9.2 Backups & Deletion

You are responsible for backing up your data. We maintain operational backups (30-90 days) and can attempt data recovery with no guarantee. Upon account termination, User Content may be deleted immediately or retained for 30-90 days, then permanently deleted. We are not liable for data loss unless caused by our gross negligence.

9.3 Breach Notification

If a breach affects your data, we will notify you within 30 days, provide details of the breach and our remediation steps, and offer credit monitoring where applicable.

10. Confidentiality

Each party agrees to maintain the confidentiality of the other's Confidential Information and use it only for performing this agreement. Neither party will disclose to third parties except to service providers under equivalent NDA obligations.

Confidentiality obligations survive 5 years after termination, or as required by applicable law.

Exceptions

Confidential Information does not include: publicly available information, independently developed information, information received without confidentiality obligation, or information required to be disclosed by law (with advance notice where permitted).

11. Service Modifications & Availability

11.1 Service Changes

• •We may modify or improve features (with notice for major changes)
• •We may change pricing with 30 days' notice
• •We may discontinue features with 30 days' notice
• •Continued use after notice constitutes acceptance

11.2 Uptime

We commit to best-efforts maintenance and emergency response to critical issues. We do not guarantee specific uptime percentages, zero downtime, or specific response times.

12. Acceptable Use & Content Moderation

12.1 Prohibited Content

You may not upload, post, or transmit:

• ✕Illegal content or content promoting illegal activity
• ✕Child sexual abuse material (CSAM): we report to authorities
• ✕Content infringing third-party IP or rights
• ✕Hateful, defamatory, or harassing content
• ✕Malware or harmful code
• ✕Spam or unsolicited marketing
• ✕False or deceptive content

12.2 Moderation Rights

We reserve the right to review and moderate User Content, remove content violating these Terms, suspend or terminate accounts, and cooperate with law enforcement. We are not liable for content removal decisions or false positives.

13. Third-Party Services & Force Majeure

14. Governing Law & Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of [JURISDICTION, e.g., England and Wales], without regard to conflict of law provisions.

14.2 Dispute Resolution Process

14.3 Class Action Waiver

You waive the right to participate in class action litigation or arbitration. Any arbitration must be on an individual basis. If the class waiver is unenforceable in your jurisdiction, that claim is severed and removed from arbitration.

14.4 Attorney's Fees

The prevailing party in arbitration or litigation may recover reasonable attorney's fees, court costs, and expert witness fees from the losing party, at the arbitrator's or court's discretion.

15. Term & Termination

After termination: your license ceases, access ceases immediately, User Content is deleted after 30 days. Provisions regarding IP, confidentiality, indemnification, and liability survive termination.

16. Modifications to These Terms

We may modify these Terms by posting updated Terms on our website and emailing notice of material changes at least 30 days in advance. Continued use constitutes acceptance.

• Material changes (new fees, new restrictions) require email notice
• At least 30 days' notice for material changes
• You can cancel without penalty if you disagree with material changes

17. Entire Agreement & Severability

This agreement, together with service-specific addendums, the Data Processing Agreement, any signed order forms, and the Privacy Policy (data practices only), constitutes the entire agreement and supersedes all prior negotiations.

If any provision is unenforceable, we will modify it to the minimum extent necessary or sever it. Remaining provisions continue in full effect.

18. Contact Us