Terms of Service — The Proof Reserve

Effective date: 15 May 2026 Last updated: 2026-05-15

These Terms of Service ("Terms") form a binding agreement between you and Noethon Labs LLC, a Virginia limited liability company ("Noethon Labs", "we", "our", or "us"), governing your use of the mobile application known as The Proof Reserve and any related services, websites, and features we provide (collectively, the "App").

By creating an account, installing, or otherwise using the App, you agree to be bound by these Terms. If you do not agree, do not use the App.

The App is intended for users 21 years of age or older. Please also read our Privacy Policy, which describes how we collect and handle your information and is incorporated into these Terms by reference.

Questions? Contact us at privacy@theproofreserve.app.

1. Acceptance of These Terms

By using the App, you confirm that:

• You are at least 21 years of age (the legal drinking age in the United States).
• You have the legal capacity to enter into a binding contract in your jurisdiction.
• You will use the App in compliance with these Terms and all applicable laws.

If you are using the App on behalf of an entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

2. Eligibility & Geographic Restrictions

The App is offered to users located in the United States (and select other jurisdictions where lawfully permitted). You may not use the App if:

• You are under 21 years of age.
• You are located in a jurisdiction where the App's content (which references bourbon and other distilled spirits) is unlawful for persons of your age.
• You are listed on, or located in a country subject to, U.S. economic sanctions or export controls (including OFAC's Specially Designated Nationals list).
• A prior account of yours was terminated by us for violation of these Terms.

We may add or remove jurisdictions at our discretion.

3. Your Account

3.1 Registration

To use the App, you must create an account. You agree to:

• Provide accurate, current, and complete information.
• Keep your account credentials secure (we recommend enabling biometric app lock).
• Promptly notify us at privacy@theproofreserve.app if you suspect unauthorized access to your account.
• Not share your account with others or maintain multiple accounts to evade restrictions.

3.2 Responsibility

You are responsible for all activity that occurs under your account. We are not liable for any loss arising from unauthorized use of your account that results from your failure to safeguard your credentials.

3.3 Suspension or termination by us

We may suspend or terminate your account, with or without notice, if we reasonably believe you have violated these Terms, infringed another person's rights, or engaged in activity that could expose us or other users to harm or legal risk. See §14 for details.

4. License to Use the App

Subject to your compliance with these Terms, we grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the App on devices you own or control, solely for your personal, non-commercial use.

You may not:

• Copy, modify, reverse-engineer, decompile, or create derivative works of the App, except as expressly permitted by law that cannot be waived by contract.
• Rent, lease, sell, sublicense, or otherwise transfer the App or your account to anyone else.
• Use the App, or access our APIs or backend services, in any way that interferes with normal operation, including scraping, automated querying, or reverse-engineering our sync protocols.
• Remove or alter any proprietary notices or labels.
• Use the App to develop a competing product or service.

The App is licensed, not sold, to you. Apple Inc. and Google LLC are licensed distributors of the App through their respective app stores; their distribution terms apply alongside these Terms (see §8).

5. Your Content

5.1 Ownership

You retain ownership of all content you submit, post, or display through the App ("Your Content") — including bottle entries, tasting notes, photos, messages, reviews, and profile information.

5.2 License you grant us

In order to operate the App — including syncing Your Content across your devices, storing it, displaying it to people you've authorized (friends, clubs, message recipients), backing it up, and providing the social features you've opted into — you grant Noethon Labs a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, modify (e.g., format conversions, thumbnails), display, distribute, and perform Your Content for the limited purpose of operating, providing, and improving the App.

This license is limited to operating the App. We do not acquire any right to use Your Content for advertising, sell it to third parties, or train machine-learning models on your personal collection data.

The license ends when you delete Your Content from the App, except that:

• Backups containing Your Content may persist for up to 90 days after deletion (see Privacy Policy §5).
• Content you've shared with other users (e.g., DMs, club messages) may remain accessible to those recipients in their own copies until they delete it.

5.3 Your responsibility for Your Content

You represent and warrant that:

• You own Your Content or have the necessary rights to submit it.
• Your Content does not infringe any third party's intellectual property, privacy, or other rights.
• Your Content does not violate any applicable law.

You are solely responsible for the consequences of submitting Your Content.

5.4 Aggregate and anonymized data

We may use aggregate, anonymized, or de-identified data derived from Your Content (e.g., overall popularity of a distillery) to operate, analyze, and improve the App. This data does not identify you and is not subject to the license restrictions in §5.2.

6. Acceptable Use Policy

You agree not to use the App to:

• Post content that is unlawful, defamatory, fraudulent, obscene, sexually explicit, harassing, hateful, threatening, or that incites violence.
• Promote, depict, or facilitate the sale of alcohol to minors, the unlawful distribution of alcohol, drunk driving, or other unlawful activity related to alcohol.
• Sell or offer to sell alcohol, controlled substances, or any other regulated goods.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• Infringe the intellectual property, privacy, or other rights of any third party.
• Upload viruses, malware, or any other harmful code; probe or scan our systems for vulnerabilities (except as part of a coordinated disclosure to privacy@theproofreserve.app); or otherwise attempt to disrupt the App.
• Use automated means (bots, scrapers) to access the App except for accessibility-assistive technologies acting on your behalf.
• Collect or harvest information about other users without their consent.
• Spam, phish, or engage in commercial solicitation directed at other users.
• Use the App in any manner that could damage, disable, overburden, or impair our infrastructure.

We may remove content, suspend features, or terminate your account at our discretion for violations of this section.

7. Subscriptions, Purchases & Refunds

The App's core functionality is offered free of charge. Certain features may be available only through a premium subscription ("Premium").

7.1 Billing

All Premium subscriptions are billed and managed by the app store from which you obtained the App (Apple App Store or Google Play) in accordance with their terms. You authorize the relevant app store to charge your payment method on file at the start of each subscription period.

7.2 Auto-renewal

Premium subscriptions renew automatically at the end of each billing period unless you cancel at least 24 hours before the end of the current period. You can manage and cancel your subscription in your app store account settings.

7.3 Trials and promotional offers

Free trials and promotional offers convert to paid subscriptions automatically at the end of the promotional period unless canceled. Eligibility for offers is determined by the relevant app store.

7.4 Pricing changes

We may change Premium pricing from time to time. Price changes apply to renewal terms only; we will notify you in advance of any change in accordance with the relevant app store's rules.

7.5 Refunds

Refund requests for app store purchases must be submitted to the app store, not to us. We do not process refunds for purchases made through Apple or Google. Apple and Google handle refunds according to their own policies.

If you purchase a subscription through a non-app-store channel (currently none), refund terms will be disclosed at the point of purchase.

7.6 Taxes

Prices may not include applicable taxes, which are determined and collected by the app store.

8. App Store Terms

8.1 Apple App Store (iOS)

These Terms are an agreement between you and Noethon Labs, not with Apple Inc. ("Apple"). To the extent the App is downloaded from the Apple App Store, you acknowledge and agree:

• Scope of license: Your license to use the App is limited to a non-transferable license to use the App on any Apple-branded products that you own or control and as permitted by Apple's Usage Rules.
• Maintenance and support: Noethon Labs — not Apple — is solely responsible for providing any maintenance and support for the App.
• Warranty: Noethon Labs is solely responsible for any product warranties (express or implied by law) that are not effectively disclaimed in §11. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the App to you; to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the App.
• Product claims: Noethon Labs — not Apple — is responsible for addressing any claims relating to the App or your use of it, including (a) product-liability claims, (b) claims that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer-protection, privacy, or similar legislation.
• Intellectual property: In the event of a third-party claim that the App or your possession or use of the App infringes that third party's intellectual property rights, Noethon Labs — not Apple — will be solely responsible for the investigation, defense, settlement, and discharge of such claim.
• Legal compliance: You represent that (a) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist-supporting" country, and (b) you are not listed on any U.S. government list of prohibited or restricted parties.
• Third-party beneficiary: You and Noethon Labs acknowledge that Apple and its subsidiaries are third-party beneficiaries of these Terms, and that, upon your acceptance, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.

8.2 Google Play (Android)

To the extent the App is downloaded from Google Play, your use of the App is also subject to the Google Play Terms of Service. Refunds for purchases on Google Play are handled per Google's then-current refund policy.

9. Third-Party Services

The App relies on third-party service providers — including Supabase, PowerSync, Sentry, RevenueCat, Apple, Google, Cloudflare, and Tenor — to operate. A complete list is published in our Privacy Policy §3.

We are not responsible for the acts or omissions of these providers, and your use of any features that integrate them is also subject to their respective terms.

Links to third-party websites or services within the App are provided for convenience only; we do not endorse and are not responsible for their content or practices.

10. Intellectual Property

10.1 Our IP

The App and all related software, design, text, graphics, logos, and trademarks (including "The Proof Reserve" and "Noethon Labs") are owned by Noethon Labs or its licensors and are protected by U.S. and international copyright, trademark, and other laws. Except for the license granted in §4, nothing in these Terms transfers any of our intellectual property to you.

10.2 Feedback

If you submit ideas, suggestions, or feedback about the App, you grant us a perpetual, irrevocable, royalty-free license to use that feedback for any purpose, without obligation to you. You are not required to submit feedback, and you waive any right to compensation for feedback you choose to submit.

10.3 DMCA / Copyright complaints

If you believe content in the App infringes your copyright, send a notice to privacy@theproofreserve.app including:

1. A physical or electronic signature of the rights holder or authorized agent.
2. Identification of the copyrighted work claimed to be infringed.
3. Identification of the allegedly infringing material and its location in the App.
4. Your contact information.
5. A statement that you have a good-faith belief that the use is not authorized.
6. A statement, under penalty of perjury, that the information is accurate and that you are authorized to act.

We will respond to valid notices in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512). Repeat infringers will have their accounts terminated.

11. Disclaimer of Warranties

THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOETHON LABS DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THAT YOUR DATA WILL ALWAYS BE PRESERVED, ALTHOUGH WE TAKE COMMERCIALLY REASONABLE STEPS TO PROTECT IT AS DESCRIBED IN THE PRIVACY POLICY. YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN BACKUPS (the App's CSV export feature is provided for this purpose).

NOTHING IN THE APP CONSTITUTES PROFESSIONAL ADVICE, INCLUDING MEDICAL, LEGAL, OR FINANCIAL ADVICE.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent any warranty cannot be disclaimed under applicable law, the duration of any such warranty is limited to thirty (30) days from your first use of the App.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

• NOETHON LABS AND ITS OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES — ARISING OUT OF OR RELATED TO YOUR USE OF THE APP, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE APP OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE AMOUNT YOU PAID NOETHON LABS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the limitation of liability for incidental or consequential damages; in those jurisdictions, our liability is limited to the maximum extent permitted by law.

13. Indemnification

You agree to defend, indemnify, and hold harmless Noethon Labs and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the App.
• Your violation of these Terms.
• Your violation of any third party's rights, including intellectual property or privacy rights.
• Your Content.
• Any negligent or wrongful act on your part.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you; in that event, you agree to cooperate with our defense of that claim.

14. Termination

14.1 By you

You may stop using the App at any time. To delete your account and all associated data, use the in-App Delete Account feature in Settings or email privacy@theproofreserve.app. Data deletion follows the retention schedule in our Privacy Policy §5.

14.2 By us

We may suspend or terminate your account, or restrict your access to the App, at any time and for any reason (or no reason), including for any violation of these Terms. Where reasonably practicable, we will provide notice; we may terminate without notice for serious or repeated violations.

14.3 Effect of termination

Upon termination, your right to use the App ceases immediately. The following provisions will survive any termination: §5.2 (License You Grant Us, only to the extent necessary to wind down operations), §5.4 (Aggregate Data), §10 (Intellectual Property), §11 (Disclaimers), §12 (Limitation of Liability), §13 (Indemnification), §15 (Dispute Resolution), and §17 (General Provisions).

15. Dispute Resolution & Arbitration

Please read this section carefully. It limits how you can resolve disputes with us.

15.1 Governing law

These Terms and any dispute arising out of or related to them or the App are governed by the laws of the Commonwealth of Virginia, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Informal resolution first

Before initiating arbitration, you agree to attempt to resolve any dispute by contacting us at privacy@theproofreserve.app with a written description of the dispute. We will attempt to resolve the dispute informally within sixty (60) days of receipt.

15.3 Binding arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or related to these Terms or the App will be resolved exclusively by binding arbitration, except as provided in §15.5. The arbitration will be:

• Administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, available at www.adr.org.
• Conducted by a single neutral arbitrator.
• Held in Richmond, Virginia, or by telephone or video conference at your election, unless you and we agree otherwise.
• Governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16), which preempts any inconsistent state law.

The arbitrator's award is final and may be entered as a judgment in any court of competent jurisdiction.

15.4 Class action waiver

YOU AND NOETHON LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

If this class-action waiver is found unenforceable as to a particular claim, then that claim (and only that claim) is severed from arbitration and may proceed in court under §15.6; the remaining claims continue in arbitration.

15.5 Carve-outs

Notwithstanding the foregoing, either party may:

• Bring an individual action in small claims court if the claim qualifies.
• Seek injunctive or equitable relief in court to protect intellectual-property rights or stop unauthorized use of the App.

15.6 Venue for non-arbitrable claims

For any claim that is not subject to arbitration under §15.5 or that a court determines must proceed in court, you and Noethon Labs agree to exclusive personal jurisdiction and venue in the state and federal courts located in Richmond, Virginia, and waive any objection to that venue.

15.7 Thirty-day opt-out

You may opt out of the arbitration and class-action-waiver provisions of §§15.3–15.4 by sending written notice to privacy@theproofreserve.app within thirty (30) days of first accepting these Terms. The notice must include your name, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. Opting out has no effect on any other provision of these Terms.

15.8 Future changes to this section

If we make any future material change to this §15, you may reject it by sending us written notice within thirty (30) days of the change, in which case the most recent version of §15 in effect before the change will continue to apply.

16. Changes to These Terms

We may update these Terms from time to time. Material changes will be announced in-App and, where we have your email address, by email, at least fourteen (14) days before they take effect. The "Last updated" date at the top reflects the most recent revision.

Continued use of the App after the effective date of a change indicates your acceptance of the updated Terms. If you do not agree to the updated Terms, your sole remedy is to stop using the App and delete your account.

17. General Provisions

• Entire agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and Noethon Labs regarding the App and supersede any prior agreements on the same subject.
• Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full effect; the invalid provision will be modified to the minimum extent necessary to make it enforceable.
• No waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.
• No third-party beneficiaries. Except for Apple Inc. as expressly provided in §8.1, these Terms do not create any third-party-beneficiary rights.
• Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control (e.g., natural disasters, war, government action, internet outages, third-party-service failures).
• Headings. Section headings are for convenience only and have no substantive effect.
• Notices to you. We may give notice to you via the App, by email to the address on file, or by posting to the App's website at https://theproofreserve.app. Notices are effective when sent.
• Notices to us. Notices to Noethon Labs must be sent to privacy@theproofreserve.app or by mail to the address in §18.
• Construction. "Including" means "including without limitation"; the singular includes the plural.

18. Contact

Noethon Labs LLC Email: privacy@theproofreserve.app Postal address: Noethon Labs LLC c/o Northwest Registered Agent LLC 8401 Mayland Drive, Suite A Richmond, VA 23294 United States