Version 1.0

Effective date: 18 May 2026

Please read these Terms of Use carefully before accessing or using any website, mobile application, software platform, digital product, API, or related service provided by Proodo Labs Limited.

1. Interpretation and Definitions

Account
means a user account created to access any part of the Services.
Application
means any mobile, desktop, or web-based software application developed, owned, operated, or distributed by Proodo Labs Limited.
Application Store
means a third-party digital distribution platform, including the Apple App Store or Google Play Store, through which an Application may be downloaded or purchased.
Company, Proodo Labs, we, us, or our
means Proodo Labs Limited, a technology company founded on 18 May 2026.
Content
means text, images, illustrations, audio, video, files, designs, data, comments, character information, project information, or any other material uploaded, created, submitted, stored, shared, or displayed through the Services.
Device
means a computer, mobile phone, tablet, or other device capable of accessing the Services.
Feedback
means suggestions, ideas, comments, or recommendations submitted regarding the Services.
In-App Purchase
means a purchase made through an Application Store for access to a feature, product, service, or Subscription.
Services
means the websites, mobile applications, web applications, APIs, backend systems, software products, platforms, and related services provided by Proodo Labs Limited.
Subscription
means paid access to any part of the Services on a recurring basis.
Terms
means these Terms of Use.
User, you, or your
means the individual or legal entity accessing or using the Services.

2. Acceptance of These Terms

These Terms govern your access to and use of the Services and form a binding agreement between you and Proodo Labs Limited.

By accessing, downloading, registering for, or using any Service, you confirm that you have read, understood, and agreed to these Terms. If you do not agree with any part of these Terms, you must not access or use the Services.

Your use of the Services may also be governed by additional product-specific terms, policies, community guidelines, or notices presented within a particular Service.

3. Eligibility

You must be legally capable of entering into a binding agreement to use the Services.

Where a Service has a stated minimum age requirement, you must meet that requirement. If you are under the age of majority in your country, you may only use the Services with the permission and supervision of a parent or legal guardian.

You must not use the Services where doing so would violate any applicable law, regulation, court order, sanction, or contractual obligation.

4. Privacy

Your access to and use of the Services is subject to our Privacy Policy and any privacy notices presented within a particular Service.

The Privacy Policy explains how we collect, use, store, protect, and disclose personal information and describes the rights that may be available to you under applicable law.

5. User Accounts

Some Services may require you to create an Account.

You agree to provide accurate, complete, and current information when creating and maintaining your Account.

You are responsible for safeguarding your login credentials and for all activities carried out through your Account. You must notify us promptly if you suspect unauthorised access, loss of credentials, or any other security breach.

You must not:

  1. create an Account using false or misleading information;
  2. impersonate another person or organisation;
  3. use a username that infringes another party’s rights;
  4. share, sell, transfer, or provide unauthorised access to your Account; or
  5. use another person’s Account without permission.

We may suspend or terminate an Account where we reasonably believe it has been compromised, used unlawfully, or used in breach of these Terms.

6. Licence to Use the Services

Subject to your compliance with these Terms, Proodo Labs Limited grants you a limited, personal, non-exclusive, non-transferable, revocable licence to access and use the Services for their intended purpose.

This licence does not transfer ownership of any Service or any intellectual property belonging to Proodo Labs Limited or its licensors.

Unless expressly permitted by us or applicable law, you must not:

  1. copy, reproduce, distribute, sell, lease, sublicense, or commercially exploit any part of the Services;
  2. modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of any Application;
  3. bypass security controls, usage restrictions, access controls, or technical limitations;
  4. access the Services using automated systems in a manner that creates excessive traffic or operational burden;
  5. interfere with the proper functioning, security, or integrity of the Services; or
  6. use our branding, trademarks, or product names without prior written permission.

7. User Content

Some Services may allow you to upload, create, store, publish, organise, or share Content.

You retain ownership of your Content. Proodo Labs Limited does not claim ownership of original Content that you lawfully create or upload.

By submitting Content to the Services, you grant Proodo Labs Limited a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, process, adapt, transmit, display, and otherwise use that Content only as reasonably necessary to:

  1. operate and provide the Services;
  2. display or share the Content according to your settings and instructions;
  3. maintain, secure, troubleshoot, and improve the Services;
  4. create backups and prevent data loss;
  5. comply with applicable law; and
  6. enforce these Terms.

This licence continues for as long as your Content is stored within the Services and may continue for a reasonable period in backups, logs, or records after deletion.

You represent and warrant that:

  1. you own your Content or have all rights necessary to submit and use it;
  2. your Content does not infringe any copyright, trademark, privacy, publicity, contractual, or other right;
  3. your Content is not unlawful, fraudulent, misleading, defamatory, threatening, abusive, or harmful; and
  4. your Content does not contain malware or code intended to disrupt or compromise any system.

8. Content Restrictions

You must not upload, publish, transmit, or otherwise make available Content that:

We may review, restrict, remove, or disable access to Content that we reasonably believe violates these Terms, applicable law, or the rights or safety of others. We are not obligated to monitor all Content.

  1. violates any applicable law or promotes unlawful activity;
  2. infringes intellectual property, privacy, confidentiality, or contractual rights;
  3. contains malware, viruses, spyware, malicious code, or unauthorised tracking technology;
  4. is fraudulent, deceptive, defamatory, threatening, harassing, discriminatory, or abusive;
  5. exploits or endangers children;
  6. impersonates another person or misrepresents your affiliation with any person or organisation;
  7. contains spam, unauthorised advertising, scams, pyramid schemes, or unsolicited promotions;
  8. attempts to obtain unauthorised access to another person’s Account, data, or systems; or
  9. materially disrupts the experience of other users or the operation of the Services.

9. Content Visibility and Sharing

Some Services may allow you to mark Content as private, shared, unlisted, or public.

You are responsible for selecting appropriate visibility settings and understanding who may access Content you choose to share.

Content made public may be viewed, copied, linked to, indexed, or shared by other users or third parties. We cannot control how third parties use Content after it has been made publicly available.

10. Backups and Data Loss

We may perform backups and use reasonable technical and organisational measures to protect stored data. However, we do not guarantee that Content will never be lost, corrupted, altered, or unavailable.

You are responsible for maintaining independent copies of important Content.

To the extent permitted by law, Proodo Labs Limited is not liable for loss or corruption of Content resulting from events outside our reasonable control, user error, third-party services, unauthorised access, or technical failure.

11. Subscriptions

Some Services or features may require a paid Subscription.

Subscription fees, billing periods, included features, renewal terms, and applicable taxes will be shown before purchase.

Unless stated otherwise, Subscriptions automatically renew at the end of each billing period until cancelled.

You authorise the applicable payment provider or Application Store to charge the payment method associated with your Account for each renewal period.

You may cancel a Subscription through the relevant Account settings, payment provider, or Application Store. Cancellation normally takes effect at the end of the current paid billing period.

12. Free Trials and Promotional Access

We may offer free trials, promotional access, discounts, credits, or limited-time features.

Eligibility, duration, conversion to a paid Subscription, and other conditions will be disclosed when the offer is presented.

Unless cancelled before the trial ends, a free trial may automatically convert to a paid Subscription where this was clearly disclosed during enrolment.

We may modify or withdraw promotional offers where permitted by law.

13. Fees, Billing, and Taxes

You agree to provide accurate and complete billing information.

Prices may be displayed in a local or foreign currency and may exclude taxes, transaction charges, exchange-rate differences, or fees imposed by a bank, payment provider, or Application Store.

You are responsible for all applicable taxes and third-party charges associated with your purchase, except taxes imposed on the Company’s income.

We may change prices from time to time. Where a recurring Subscription price changes, we will provide reasonable notice before the new price applies.

14. Refunds

Except where required by applicable law, payments and Subscription fees are non-refundable.

Where a purchase was made through an Application Store or third-party payment provider, refund requests may be governed by that provider’s policies and must be submitted through the relevant provider.

We may approve a refund at our discretion without creating an obligation to approve similar requests in the future.

15. In-App Purchases

Applications may offer In-App Purchases.

All billing, payment processing, cancellation, and refund procedures for an In-App Purchase may be handled by the Application Store through which the purchase was made.

In-App Purchases are generally licensed, not sold, and may only be used within the relevant Application and Account.

Unless expressly permitted, In-App Purchases may not be transferred, exchanged, resold, or redeemed for cash.

16. Third-Party Services

The Services may integrate with or contain links to third-party websites, platforms, payment processors, cloud providers, analytics tools, authentication providers, artificial-intelligence services, or other services.

Proodo Labs Limited does not own or control third-party services and is not responsible for their availability, content, security, privacy practices, or performance.

Your use of a third-party service is governed by that third party’s terms and policies. You should review them before using the service.

17. Artificial-Intelligence Features

Some Services may include artificial-intelligence or automated features.

AI-generated responses, suggestions, summaries, classifications, images, or other outputs may be incomplete, inaccurate, inappropriate, or similar to content generated for other users.

You are responsible for reviewing AI-generated output before relying on, publishing, or using it.

You must not use AI features to violate the law, infringe rights, mislead others, make prohibited automated decisions, or generate harmful content.

Unless expressly stated otherwise, AI-generated output does not constitute legal, medical, financial, professional, or factual advice.

18. Intellectual Property

The Services, including their software, source code, object code, interfaces, workflows, databases, designs, branding, graphics, documentation, features, and original content, are owned by or licensed to Proodo Labs Limited.

The Services are protected by copyright, trademark, and other intellectual property laws.

No right, title, or interest in the Services is transferred to you except for the limited licence expressly granted under these Terms.

19. Copyright and Intellectual Property Complaints

We respect the intellectual property rights of others.

If you believe Content available through a Service infringes your rights, you may submit a written complaint containing:

We may request additional information and may remove or restrict access to disputed Content while reviewing a complaint.

  1. your name and contact information;
  2. identification of the protected work or right;
  3. identification and location of the allegedly infringing Content;
  4. an explanation of why you believe the use is unauthorised;
  5. a statement that the information provided is accurate; and
  6. evidence that you are the rights holder or authorised to act for the rights holder.

20. Feedback

You may voluntarily submit Feedback.

You grant Proodo Labs Limited a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free right to use, reproduce, modify, publish, distribute, and otherwise exploit Feedback for any lawful purpose without compensation or attribution.

This section does not transfer ownership of your User Content.

21. Service Availability and Changes

We may add, modify, suspend, restrict, replace, or discontinue any part of the Services.

We do not guarantee that the Services will always be available, uninterrupted, secure, error-free, or compatible with every device, browser, operating system, or third-party service.

We may perform maintenance, release updates, impose usage limits, or withdraw support for older software versions.

You are responsible for installing updates required for security, compatibility, or continued access.

22. Beta and Early-Access Services

Some Services or features may be labelled beta, preview, experimental, early access, or similar.

Such features may be incomplete, unstable, changed without notice, or discontinued.

You use beta and early-access features at your own risk and should not rely on them for critical operations unless we expressly agree otherwise in writing.

23. Suspension and Termination

You may stop using the Services at any time and may request deletion of your Account where that option is available.

We may suspend, restrict, or terminate your access where:

Where reasonably practicable, we may provide notice and an opportunity to remedy the issue before termination.

Upon termination, your licence to use the Services ends immediately. Sections that by their nature should survive termination will remain effective, including provisions concerning intellectual property, payments, disclaimers, liability, indemnity, and disputes.

  1. you materially breach these Terms;
  2. your use creates a security, legal, or operational risk;
  3. payment is overdue or disputed;
  4. we are required to do so by law or a competent authority;
  5. your Account is inactive for an extended period, where permitted; or
  6. a Service is discontinued.

24. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Services are provided “as is” and “as available”.

Proodo Labs Limited disclaims all express, implied, statutory, and other warranties, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, availability, accuracy, security, and reliability.

We do not warrant that:

Nothing in these Terms excludes any warranty or right that cannot lawfully be excluded.

  1. the Services will meet every requirement or expectation;
  2. access will be uninterrupted, timely, secure, or error-free;
  3. defects will always be corrected;
  4. data will never be lost or corrupted;
  5. outputs or information will always be complete or accurate; or
  6. the Services will be compatible with every system or third-party service.

25. Limitation of Liability

To the maximum extent permitted by law, Proodo Labs Limited and its directors, employees, contractors, affiliates, licensors, and service providers will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential loss.

This includes loss of profits, revenue, business opportunity, goodwill, anticipated savings, data, Content, or business interruption arising from or related to the Services.

To the maximum extent permitted by law, our total aggregate liability for all claims arising from or relating to the Services will not exceed the greater of:

These limitations apply regardless of the legal basis of the claim and even if we were advised that such loss was possible.

Nothing in these Terms limits liability that cannot legally be limited, including liability for fraud, fraudulent misrepresentation, or any other liability that applicable law prohibits us from excluding.

  1. the amount you paid to Proodo Labs Limited for the relevant Service during the twelve months immediately before the event giving rise to the claim; or
  2. USD 100 or its equivalent in local currency.

26. Indemnity

To the extent permitted by law, you agree to indemnify and hold harmless Proodo Labs Limited and its directors, employees, contractors, affiliates, licensors, and service providers from claims, losses, liabilities, damages, costs, and reasonable legal expenses arising from:

This obligation does not apply to the extent a claim results from our own unlawful conduct or negligence.

  1. your misuse of the Services;
  2. your Content;
  3. your breach of these Terms;
  4. your infringement of another party’s rights; or
  5. your violation of applicable law.

27. Governing Law

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

Your use of the Services may also be subject to mandatory consumer, privacy, and other laws in your country of residence.

28. Dispute Resolution

Before beginning formal proceedings, you agree to contact Proodo Labs Limited and attempt to resolve any dispute informally.

If the dispute cannot be resolved informally, it will be submitted to the courts with jurisdiction in Kenya, unless applicable consumer law gives you the right to bring proceedings in another jurisdiction.

Nothing in this section prevents either party from seeking urgent interim or injunctive relief from a competent court.

29. Consumer Rights

These Terms do not exclude, restrict, or modify rights or remedies that cannot lawfully be excluded under applicable consumer protection law.

Where a mandatory legal protection conflicts with these Terms, the mandatory protection will apply to the extent of the conflict.

30. Export Controls and Sanctions

You must not access, export, re-export, transfer, or use the Services in violation of applicable trade restrictions, export-control laws, or sanctions.

You represent that you are not prohibited from using the Services under applicable law.

31. Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be interpreted or modified to the minimum extent necessary to make it enforceable.

If it cannot be made enforceable, it will be removed, and the remaining provisions will continue in effect.

32. Waiver

A failure or delay by Proodo Labs Limited to enforce any provision of these Terms does not waive our right to enforce that provision later.

A waiver is effective only if made in writing by an authorised representative of Proodo Labs Limited.

33. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent.

We may assign or transfer our rights and obligations as part of a merger, acquisition, restructuring, financing, sale of assets, or transfer of a Service, subject to applicable law.

34. Entire Agreement

These Terms, together with the Privacy Policy and any product-specific terms presented to you, constitute the entire agreement between you and Proodo Labs Limited regarding the Services.

They replace any prior agreements or understandings concerning the same subject matter.

35. Changes to These Terms

We may update these Terms from time to time.

Where a change is material, we will take reasonable steps to notify users before or when the revised Terms take effect, including through the relevant Service, by email, or on our website.

The updated Terms will state their effective date and version number.

By continuing to use the Services after the revised Terms take effect, you agree to the updated Terms. If you do not agree, you must stop using the Services.

36. Contact Us

Questions, complaints, legal notices, or requests concerning these Terms may be submitted through the official contact details published on the Proodo Labs Limited website or within the relevant Service.

© 2026, Proodo Labs Limited