Terms of Service

1. Acceptance of Terms

By downloading, installing, accessing, or using ProtoFlow ("the Software"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Software. ProtoFlow LLC ("we," "us," or "our") provides this Software to you ("User") subject to these Terms. You must be at least the age of majority in your jurisdiction and able to enter into a binding contract to use the Software. If you use the Software on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

2. License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to download, install, and use the Software for your personal or professional electronics design work. This license is for the object code of the Software only.

3. User Ownership of Designs

You own your work. Anything you create in ProtoFlow — schematics, layouts, symbols, BOMs, and other design files — is and remains yours. We claim no intellectual property rights over your designs, and nothing in these Terms transfers ownership of them to us. Your engineering data remains yours.

To help improve ProtoFlow, the "Help improve ProtoFlow AI" setting is on by default for consumer accounts. While it is enabled, you grant ProtoFlow LLC a worldwide, non-exclusive, royalty-free license to use, reproduce, and create derivative works from the designs, prompts, and other content and activity you generate in the Software — to operate, improve, and train the models and features that power ProtoFlow, and to create de-identified and aggregated datasets and insights that we may use, share, license, or sell for our business purposes. This license applies only to content created while the setting is enabled, transfers no ownership, and ends for new content when you turn the setting off. We never sell your personal information or your raw, identifiable design files, and we contractually prohibit anyone we share de-identified data with from re-identifying it. You can turn this off anytime in Settings → Privacy. For accounts governed by a separate written agreement with us, this license does not apply and the setting is fully off — your content is not used to train our models, included in any dataset, or sold or licensed, and your data is governed solely by that agreement (including any Data Processing Agreement). For users in the EU and UK, this setting is off unless you opt in.

4. Subscriptions, Billing & Credits

a. Subscription Plans

ProtoFlow offers free and paid subscription tiers (currently "Pro" and "Max"). Paid subscriptions are billed on a recurring monthly or annual basis through Stripe. By subscribing, you authorize us to charge your payment method at the then-current rate on each billing cycle until you cancel.

b. Pricing & Plan Changes

All subscription pricing, features, usage allowances, rate limits, and plan terms are subject to change at any time at our sole discretion. We will make reasonable efforts to notify you of material pricing changes at least 30 days in advance via email or in-app notification. Your continued use of the Software after a pricing change takes effect constitutes acceptance of the new pricing. If you do not agree with a pricing change, you may cancel your subscription before the next billing cycle.

c. Fair Use & Rate Limits

Paid subscriptions include defined AI credit allowances and access to the models listed for each plan, subject to fair use and rate limits. We reserve the right to throttle, suspend, or restrict access to any user who engages in abusive, automated, or excessive usage that degrades the service for other users. What constitutes "fair use" is determined by us in our sole discretion. Rate limits, usage allowances, and included model access may be adjusted at any time without prior notice.

d. One-Off Credit Purchases

In addition to subscriptions, you may purchase one-off AI credits. Credits are non-refundable, have no cash value, and may expire or be adjusted at our discretion, except where a refund is required by applicable law. Credit pricing and conversion rates are subject to change at any time.

e. Cancellation & Refunds

You may cancel your subscription at any time. Cancellation takes effect at the end of your current billing period, you will retain access to paid features until then. We do not offer refunds for partial billing periods, unused time, or unused credits, except where required by applicable law. We reserve the right to terminate or downgrade your subscription for any reason, including violation of these Terms or the fair use policy.

f. Free Tier

The free tier provides limited access to the Software. We reserve the right to modify, limit, or discontinue the free tier and its features at any time without notice. No service level guarantees apply to the free tier.

g. Early Access Features

Certain features (such as the PCB editor) may be designated as "early access" or "beta." These features are provided as-is, may contain bugs or incomplete functionality, and may be modified, suspended, or removed at any time without notice. Access to early access features is determined by your subscription tier and may change.

5. AI & Engineering Responsibility

You acknowledge that ProtoFlow is an assistive tool, not a replacement for professional engineering judgment.You are solely responsible for verifying the accuracy, safety, and functionality of all designs created with the Software.We are not liable for any hardware failures, manufacturing defects, safety incidents, or financial losses resulting from errors in designs created with ProtoFlow. Always verify AI-generated content against official manufacturer datasheets.

6. Prohibited Conduct

You agree not to:

• Reverse engineer, decompile, or disassemble the Software.
• Use the Software to design illegal devices or weapons systems prohibited by international law.
• Attempt to bypass any security measures, access controls, or subscription tier restrictions of the Software.
• Use the Software's AI features to generate harmful, offensive, or malicious content.
• Use automated tools, scripts, or bots to access AI features or circumvent rate limits.
• Share, transfer, or resell your subscription, account, or credits to another party.
• Resell, sublicense, or redistribute the Software without our express written permission.

7. Service Availability

We strive to maintain high availability but do not guarantee uninterrupted access to any features, including AI models, collaboration services, or payment processing. We may perform maintenance, updates, or modifications to the Software at any time, which may temporarily affect availability. We are not liable for any losses resulting from service interruptions, downtime, or feature changes.

8. Disclaimer of Warranties

READ CAREFULLY

THE SOFTWARE, INCLUDING ALL SUBSCRIPTION FEATURES, AI MODELS, CREDITS, AND EARLY ACCESS FUNCTIONALITY, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED, OR THAT ANY SPECIFIC AI MODEL, FEATURE, OR SERVICE LEVEL WILL REMAIN AVAILABLE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROTOFLOW LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING FROM YOUR USE OF THE SOFTWARE, YOUR SUBSCRIPTION, OR ANY CHANGES TO PRICING, FEATURES, OR AVAILABILITY. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID US, IF ANY, IN THE PAST TWELVE MONTHS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.

10. Indemnification

You agree to indemnify, defend, and hold harmless ProtoFlow LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the designs or other content you create with the Software; (b) your use or misuse of the Software; (c) your violation of these Terms; or (d) your violation of any law or the rights of any third party.

11. Updates to Terms

We may modify these Terms at any time at our sole discretion. We will notify you of material changes through the Software or our website. Continued use of the Software after such changes constitutes acceptance of the new Terms. If you do not agree to the updated Terms, your sole remedy is to stop using the Software and cancel any active subscription.

12. Dispute Resolution

Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Software will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect, rather than in court, except that you may bring an individual claim in small claims court if it qualifies. The arbitration will be seated in Texas and may be conducted remotely where available, and judgment on the award may be entered in any court of competent jurisdiction. Nothing in this section prevents either party from seeking injunctive or other equitable relief in court to protect its intellectual property or confidential information.

Class Action Waiver: You and ProtoFlow LLC agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

30-Day Opt-Out: You may opt out of this arbitration agreement and class action waiver by emailing admin@protoflow.ai within 30 days of first accepting these Terms, stating your name and account email. Opting out will not affect any other provision of these Terms.

13. Governing Law & Venue

These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to the arbitration provision above, you and ProtoFlow LLC consent to the exclusive jurisdiction and venue of the state and federal courts located in Texas for any dispute not subject to arbitration, and waive any objection to that jurisdiction or venue. Nothing in these Terms limits any mandatory consumer-protection rights you may have under the laws of your country of residence.

14. General

Severability: If any provision of these Terms is held to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and ProtoFlow LLC regarding the Software and supersede all prior agreements or understandings on that subject.

Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, in whole or in part, in connection with a merger, acquisition, reorganization, or sale of assets.

No Waiver: Our failure to enforce any provision of these Terms is not a waiver of our right to enforce it later.

15. Contact

If you have questions about these Terms, please contact us at admin@protoflow.ai.