Terms of Use Agreement

Last Updated Date: October 14, 2025

Welcome and thank you for your interest in URBANDESTINE BV ("Company", "we", "us" or "our"). This Terms of Use Agreement ("Terms of Use", and together with any applicable Supplemental Terms as defined in Section 1.2, the "Agreement") describes the terms and conditions that apply to your use of (i) the website located at https://prototipal.com and its subdomains and any of Company's other websites on which a link to these Terms of Use appears (collectively, the "Website") and (ii) the services, content, and other resources available on or enabled via our Website (collectively, with our Website, the "Service").

IMPORTANT NOTICE

PLEASE READ THIS AGREEMENT CAREFULLY. IT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL VISITORS AND USERS. BY ACCESSING OR USING THE SERVICE IN ANY WAY, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY, AND (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.

SUBSCRIPTIONS NOTICE

IF YOU SUBSCRIBE TO THE SERVICE YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT COMPANY'S THEN-CURRENT FEE FOR THE SAME SERVICE UNLESS YOU OPT OUT OF THE AUTOMATIC RENEWAL IN ACCORDANCE WITH SECTION 9.3(a) (AUTOMATIC RENEWAL) BELOW. PLEASE READ SECTION 10 BELOW CAREFULLY FOR ALL DETAILS.

AGREEMENT UPDATES

THE AGREEMENT IS SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 15.6 (AGREEMENT UPDATES).

1. Use of the Service

1.1. Scope

The Service and content available on the Service are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and Company, your right to access and use the Service, in whole or in part, is subject to this Agreement. If you are accessing or using the Service on behalf of an entity, you represent that you have the authority to enter into this agreement on behalf of the entity identified in the account registration process. Accordingly, all references to "you" or "your" in this Agreement will also be deemed to include such entity. You also acknowledge, agree and consent to the terms of our Privacy Policy which is incorporated herein by reference.

1.2. Licenses

Subject to your compliance with this Agreement, Company grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your own personal or internal business purposes.

1.3. Supplemental Terms

Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms ("Supplemental Terms"). Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.

1.4. Updates

You understand that the Service is evolving. As a result, Company may require you to install updates to any software that you have installed on the devices through which you access or use the Service ("Device"). You acknowledge and agree that Company may update the Service with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Service. Any future release, update or other addition to the Service shall be subject to this Agreement.

2. Registration

2.1. Registering Your Account

In order to access certain features of the Service, you may be required to register an account on the Service ("Account").

2.2. Registration Data

In registering an Account, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form ("Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

2.3. Your Account

You are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. You may not share your Account or password with anyone, and you agree to notify Company immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete or not current, or Company has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights. You agree not to create an Account or use the Service if you have been previously removed by Company, or if you have been previously banned from any of the Service.

3. Responsibility for Content

3.1. Types of Content

You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service (collectively, "Content"), is the sole responsibility of the party from whom such Content originated. This means that you, and not Company, are entirely responsible for all Content that you upload, post, email, transmit or otherwise input or make available ("Make Available") through the Service ("Your Content"), and that other users of the Service, and not Company, are similarly responsible for all Content that they Make Available through the Service ("User Content").

3.2. No Obligation to Pre-Screen Content

You acknowledge that Company has no obligation to pre-screen Content (including, but not limited to, User Content), although Company reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Company pre-screens, refuses or removes any Content, you acknowledge that Company will do so for Company's benefit, not yours. Without limiting the foregoing, Company shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.

4. Ownership

4.1. Service

Except with respect to Your Content and User Content, you agree that Company and its suppliers own all rights, title and interest in the Service (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and Company software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Service, or any Company Content.

4.2. Trademarks

The Company's name and other related graphics, logos, service marks and trade names used on or in connection with the Service or in connection with the Service are the trademarks of Company and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

4.3. Your Content

Company does not claim ownership of Your Content. However, when you as a user post or publish Your Content on or in the Service, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.

4.4. License to Your Content

Subject to any applicable account settings that you select, you grant Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing the Service to you and to our other users.

5. Feedback

You agree that submission of any ideas, suggestions, documents, and/or proposals to Company through its suggestion, feedback, wiki, forum or similar pages ("Feedback") is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service.

6. Prohibited Conduct

You agree that you will not, under any circumstances, do the following:

  • Use the Service for any purpose that is prohibited by the Agreement or applicable law;
  • Interfere with or damage the Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
  • Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • Violate any applicable law or regulation.

7. Indemnification

You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the "Company Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the Service; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses.

8. Disclaimers

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR OTHERWISE).

10. Fees and Payment

Company may offer certain features of the Service for a fee. All fees are in U.S. Dollars, unless stated otherwise. You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You must provide Company with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account ("Payment Provider"), or purchase order information as a condition to signing up for the Service. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the terms of this Agreement to determine your rights and liabilities.

11. Term and Termination

11.1. Term

The Agreement commences on the date when you accept them (as described in the preamble above) and remains in full force and effect while you use the Service, unless terminated earlier in accordance with the Agreement.

11.2. Termination of Service by You

If you want to terminate the Service provided by Company, you may do so by (a) notifying Company at any time and (b) closing your Account for all of the Service that you use.

11.3. Termination of Service by Company

Company has the right to, immediately and without notice, suspend or terminate your access to the Service at any time for any reason, including for any breach of this Agreement.

12. Governing Law and Jurisdiction

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Netherlands, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the competent courts of Amsterdam, the Netherlands.

13. General Provisions

13.1. Electronic Communications

The communications between you and Company use electronic means, whether you visit the Service or send Company e-mails, or whether Company posts notices on the Service or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.

13.2. Assignment

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Company's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

13.3. Force Majeure

Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

14. Contact Information

URBANDESTINE BV

Address: Oudezijds voorburgwal 113, Amsterdam

Chamber of Commerce number: 84476222

Email: contact@prototipal.com