These User Terms (the “User Terms”) govern your access and use of Granola’s services (the “Services”). If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms, you confirm that you have read, understand and agree to be bound by the User Terms. In the event that you access the Services through Granola’s iOS applications available via the Apple, Inc. App Store, the additional Application Terms (“Application Terms”), available at https://go.granola.so/application-tos, shall apply and are hereby incorporated by reference. “Granola”, “we”, “our” and “us” currently refers to the applicable Granola entity in the Agreement (defined below). Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products.

An organization or other third party that we refer to in these User Terms as “Customer” has invited you to use the Services as part of a “Team” (i.e., a unique space where a group of users may access the Services). If you are joining one of your employer’s Teams, for example, Customer is your employer. If you are joining a Team created by your friend using her personal email address, they are our Customer and are authorizing you to join their Team. Customer has separately agreed to our Platform Terms or entered into a written agreement with us or our affiliate(s) (in either case, the “Agreement”) that permits Customer to create and configure a Team so that you and others could join (each invitee granted access to the Services, including you, is an “Authorized User”). The Agreement contains our commitment to deliver the Services to Customer, who may then invite Authorized Users to join the Team. When an Authorized User (including, you) submits content or information to the Services (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Agreement provides Customer with many choices and control over that Customer Data. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer, assign or consolidate Teams, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data. These User Terms remain effective until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact Customer if you at any time or for any reason wish to terminate your account.

AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES INCLUDING, WITHOUT LIMITATION, AS REQUIRED BY APPLICABLE RECORDING LAWS (DEFINED BELOW); (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE AGREEMENT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. GRANOLA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

To the extent prohibited by applicable law, the Services are not intended for and should not be used by (a) anyone under the age of sixteen or (b) anyone under the applicable age of majority according to the data protection laws and regulations in your jurisdiction. You represent that you are over the legal age and are the intended recipient of Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true.

You represent, warrant, and agree that you will not provide or contribute anything, including any Customer Data, to the Services, or otherwise use or interact with the Services, in a manner that: (a) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws, laws governing the monitoring or recording of conversations (“Recording Laws”) or any other purpose not reasonably intended by Granola; (b) is dangerous, fraudulent, harassing, defamatory, or obscene; (c) jeopardizes the security of your account or anyone else’s (such as allowing someone else to log in to the Services as you); (d) attempts, in any manner, to obtain the password, account, or other security information from any other user; (e) violates the security of any computer network, or cracks any passwords or security encryption codes; (f) runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (g) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or content made available through the Services (through use of manual or automated means); (h) copies or stores any significant portion of the content made available through the Services; or (i) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services. A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

If we believe that there is a violation of the Agreement, User Terms or any of our other policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties. IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN AGREEMENT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS YOU ARE ALSO A CUSTOMER (AND WITHOUT LIMITATION TO OUR RIGHTS AND REMEDIES UNDER THE AGREEMENT), YOU WILL HAVE NO FINANCIAL LIABILITY TO US FOR A BREACH OF THESE USER TERMS. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.

Except as otherwise set forth herein, all notices under the User Terms will be by email, although we may instead choose to provide notice to Authorized Users through the Services. Notices to Granola should be sent hello@granola.so. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Services. Notices under the Agreement will be delivered solely to Customer in accordance with the terms of that agreement. Please also feel free to contact us if you have any questions about Granola’s User Terms. You may contact us at hello@granola.so.

As our business evolves, we may change these User Terms. If we make a material change to the User Terms, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the User Terms at any time by visiting this page, and by visiting the following for the most current versions of our Privacy Policy. Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions. No failure or delay by either party in exercising any right under the User Terms will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver. The User Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect. You may not assign any of your rights or delegate your obligations under these User Terms whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

The User Terms and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Agreement, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue of the Agreement will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Agreement and the User Terms, the terms of the Agreement will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g., the Privacy Policy). Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

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