Please read these platform terms (“Platform Terms”) carefully before using the services offered by Granola, inc. And/or one or more of its affiliates (“Granola”). By (1) mutually executing one or more order forms with Granola which reference these Platform Terms (each, an “Order Form”), (2) clicking a box indicating acceptance, or (3) using the services, you (“Customer”) agree to be bound by these Platform Terms (together, with all order forms, the “Agreement”) to the exclusion of all other Platform Terms. In addition, any online order form which you submit via Granola’s standard online process and which is accepted by Granola shall be deemed to be mutually executed. If the individual accepting this agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Platform Terms and conditions, in which case the term “Customer” shall refer to such entity and its affiliates. If the individual accepting this agreement does not have such authority, or does not agree with these Platform Terms, such individual must not accept this agreement and may not use the services.

If you are using Free Services or the Standard Services, the applicable provisions of this agreement shall govern those Free Services or the Standard Services. If you are using the services as an authorized user, your use of the services shall be governed by Granola’s User Terms (available at https://go.granola.so/user-tos) rather than these Platform Terms.

​
1. Definitions.

  • 1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

  • 1.2. “Authorized User” means Customer’s employees, consultants, contractors, and agents: (i) who are authorized by Customer to access and use the Services under this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

  • 1.3. “Business Contact Data” means Personal Data that relates to Granola’s relationship with Customer, including, by way of example and without limitation, the names and contact information of Authorized Users and any other data Granola collects for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by applicable laws, rules, or regulations.

  • 1.4. “Client-Side Software” means any software in source or object code form that Granola makes available to Customer for use in connection with the Services.

  • 1.5. “Data Processing Addendum” or “DPA” means the Data Processing Addendum by and between Granola and Customer, available at https://go.granola.so/dpa, which is hereby incorporated into this Agreement by reference.

  • 1.6. “Enterprise Services” means the Services that Granola makes available to Customer under its “Enterprise Tier” or “Business Tier” as set forth in an Order Form.

  • 1.7. “Free Services” means the Services that Granola makes available to Customer free of charge.

  • 1.8. “Granola IP” means the Services, the Client-Side Software, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Granola IP includes Business Contact Data, Usage Data, and any information, data, or other content derived from Granola’s provision of the Services but does not include Customer Data.

  • 1.9. “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services; provided that, for purposes of clarity, Customer Data as defined herein does not include Business Contact Data and Usage Data.

  • 1.10. “Documentation” means Granola’s end user documentation relating to the Services provided by or on behalf of Granola to Customer in writing.

  • 1.11. “Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.

  • 1.12. “Personal Data” has the meaning set forth in the DPA.

  • 1.13. “Professional Services” means training, migration, implementation, integration, or other professional services that are memorialized in writing in a Statement of Work and provided to Customer in connection with its use of the Services hereunder.

  • 1.14. “Sensitive Data” means: (i) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) protected health information as defined in the Health Insurance Portability and Protection Act, as amended (“HIPAA”); (iii) payment cardholder information or financial account information, including bank account numbers or other personally identifiable financial information; (iv) social security numbers, driver’s license numbers, or other government identification numbers; (v) other information subject to regulation or protection under specific laws such as the Children’s Online Privacy Protection Act (“COPPA”) or the Gramm-Leach-Bliley Act (“GLBA”), in each case as amended, or related rules or regulations; or (vi) any data similar to the above protected under applicable laws, rules, or regulations.

  • 1.15. “Services” means the Granola product(s) and/or service(s) specified in applicable Order Form(s), and as made available to Authorized Users from time to time.

  • 1.16. “Standard Services” means the individual licenses to the Services that Granola makes available to Customer under a non-enterprise tier.

  • 1.17. “Statement of Work” means a written statement of work for Professional Services executed by both parties that incorporates this Agreement by reference.

  • 1.18. “Third Party Integrations” means any third-party products provided with, integrated with, or incorporated into the Services.

  • 1.19. “Third Party Models” means any artificial intelligence or machine learning algorithm, program or other model, including any large language model, developed or operated by a third party and used in connection with the Services.

  • 1.20. “Usage Data” means usage data collected and processed by Granola in connection with Customer’s use of the Services including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services and to investigate and prevent system abuse.

  • 1.21. “Usage Limitations” means the usage limitations set forth in this Agreement and the Order Form, including without limitation any limitations on the number of Authorized Users (if any), and the applicable product, pricing, and support tiers agreed-upon by the parties.

​
2. Access and Use.

  • 2.1. Order Forms; Access to the Services. Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any Usage Limitations and restrictions set forth on the applicable Order Form), Granola grants Customer a nonexclusive, limited, personal, non-sublicensable, nontransferable (except in compliance with Section 11) right and license to internally access and use the Services during the Subscription Period for the internal business purposes of Customer, only as provided herein and only in accordance with the Documentation. Use of the Services is limited to the features and functionalities specified in the Order Form. The foregoing includes a limited license for Customer to install and use any Client-Side Software solely in support of Customer’s authorized use of the Services. Each Authorized User must have its own unique account for accessing the Services, and Authorized Users may not share their account credentials with one another or any third party. Customer will be responsible for all acts and omissions of its Authorized Users in connection with this Agreement and for all use of Authorized Users’ accounts.

  • 2.2. Free Services. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that Granola, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that Granola will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if Granola terminates Customer’s account, except as required by law Granola will provide Customer a reasonable opportunity to retrieve its Customer Data. Customer agrees to use the Free Services only for purposes that align with this authorization and acknowledges that use of the Free Services indicates acceptance of this data use. NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS”, SECTION AND “GRANOLA INDEMNIFICATION” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND GRANOLA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE GRANOLA’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $100.00. WITHOUT LIMITING THE FOREGOING, GRANOLA AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO GRANOLA AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

​
3. Granola Obligations.

  • 3.1. Implementation. Upon payment of any applicable fees set forth in each Order Form, Granola agrees to use reasonable commercial efforts to provide standard implementation assistance for the Services only if and to the extent such assistance is set forth on such Order Form (“Implementation Assistance”). If Granola provides Implementation Assistance in excess of any agreed-upon hours estimate, or if Granola otherwise provides additional services beyond those agreed in an Order Form, Customer will pay Granola at its then-current hourly rates for consultation.

  • 3.2. Service Updates. From time to time, Granola may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Granola shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Granola may make improvements and modifications to the Services at any time in its sole discretion; provided that Granola shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.

  • 3.3. Professional Services. Granola will perform Professional Services as described in an Order Form or Statement of Work. Customer will provide Granola all reasonable cooperation required for Granola to perform the Professional Services, including without limitation timely access to any reasonably required Customer materials, information, or personnel. Subject to any limitations identified in an Order Form or Statement of Work, Customer will reimburse Granola’s reasonable travel and lodging expenses incurred in providing Professional Services. To the extent the Professional Services result in any software code or other work product of any kind (“Work Product”), all such Work Product will remain owned solely and exclusively by Granola and may be used by Customer solely in connection with Customer’s authorized use of the Services under this Agreement.

​
4. Proprietary Rights and Licenses; Restrictions.

  • 4.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granola, its Affiliates, and its licensors reserve all of their right, title and interest in and to the Granola IP. No rights are granted to Customer hereunder other than as expressly set forth herein.

  • 4.2. License by Customer to Use Feedback. Customer grants to Granola and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Authorized Users relating to the operation of the Granola’s or its Affiliates’ services.

  • 4.3. Authorized Users; Customer Systems. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions. Further, Customer has and will retain sole responsibility for: (i) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (ii) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party platforms or service providers (“Customer Systems”); (iii) the security and use of Customer’s and its Authorized Users’ access credentials; and (iv) all access to and use of the Services directly or indirectly by or through the Customer Systems or its Authorized Users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

  • 4.4. Use Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, sublicense, publish, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party or make the Services available to any third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application or product that is competitive with any Granola product or service; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (viii) bypass any measures Granola may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Service); or (ix) use the Services for any activity where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control. Customer is responsible for all of Customer’s activity in connection with the Services including but not limited to uploading Customer Data onto the Services. Customer (a) shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws which, for clarity, includes laws governing the monitoring or recording of conversations (“Recording Laws”)), (b) shall not use the input, upload, transmit or otherwise provide any information or materials, including Customer Data, that contain, transmit, or activate any Harmful Code, and (c) shall not use the Services in a manner that violates any third party intellectual property, contractual or other proprietary rights.

  • 4.5. License and Control of Customer Data. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Granola, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data including, without limitation, Customer’s compliance with all applicable Recording Laws. Customer represents and warrants that it has all rights and/or consents necessary to provide the Customer Data to Granola as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Customer hereby grants to Granola a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Granola to provide the Services, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Business Contact Data and Usage Data. Notwithstanding the foregoing, Granola shall not (and shall not authorize any third party to) use any Customer Data to train any Granola or third-party artificial intelligence or machine learning model except as described below or on an applicable Order Form:

    • 4.5.1. Free Services. Solely with respect to Customer Data related to or arising out of the Free Services, Customer expressly grants Granola and its authorized sub-processors permission to use Customer Data to train Granola’s and its authorized sub-processors’ artificial intelligence and machine learning models.

    • 4.5.2. Standard Services. Solely with respect to Customer Data related to the Standard Services, Customer expressly grants Granola and its authorized sub-processors permission to use Customer Data to train Granola’s and its authorized sub-processors’ artificial intelligence and machine learning models but only (a) to the extent that such trained models are provided solely for the benefit of Customer and its Authorized Users and not for the benefit of any third party; or (b) through the use of Aggregated De-Identified Data (as defined below) generated from such Customer Data.

    • 4.5.3. Solely with respect to Customer Data related to the Enterprise Services, Customer expressly grants Granola and its authorized sub-processors permission to use Customer Data to train Granola’s and its authorized sub-processors’ artificial intelligence and machine learning models but only (a) to the extent such models are provided solely for the benefit of Customer and its Authorized Users and not for the benefit of any third party; or (b) unless otherwise expressly indicated on an applicable Order Form, through the use of Aggregated De-Identified Data generated from such Customer Data.

  • 4.6. Aggregated De-Identified Data. “Aggregated De-Identified Data” means data submitted to, collected by, or generated by Granola in connection with Customer’s or an Authorized User’s use of the Services but only in aggregate, de-identified form which can in no way be linked specifically to Customer or an Authorized User. Customer expressly grants Granola permission to use and modify (but not disclose) Customer Data for the purposes of generating Aggregated De-Identified Data for use (a) to the extent permitted in Section 4.5; or (b) freely use, retain and make available Aggregated De-Identified Data for Granola’s solely for Granola’s internal business purposes of improving, testing, and operating Granola’s products and services, including for development, diagnostic and corrective purposes to optimize and maintain performance of the Services. For clarity, such use of Aggregated De-Identified Data pursuant to this Section 4.6 shall not include the training or improvement artificial intelligence or machine learning models which are instead addressed solely as provided for in Section 4.5.

  • 4.7. Third Party Integrations. Customer acknowledges and agrees that (i) the Services may operate on, with or using Third Party Integrations, (ii) the availability and operation of the Services or certain portions thereof may be dependent on Granola’s ability to access such Third Party Integrations, and (iii) where applicable, Customer’s failure to provide adequate access or any retraction of permissions relating to such Third Party Integrations may result in a suspension or interruption of the Services. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations that it integrates with the Services, and Customer shall indemnify, defend and hold harmless the Granola for all claims, damages and liabilities arising out of Customer’s use of any such Third Party Integrations in connection with or through the Services. Granola cannot and does not guarantee that the Services shall incorporate (or continue to incorporate) any particular Third Party Integrations and does not make any representations or warranties with respect to Third Party Integrations. Customer may be responsible for procuring any necessary rights for it to access Third Party Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof, in which case any exchange of data or other interaction between Customer and a third-party provider is solely between Customer and such third party provider is governed by such third party’s terms and conditions. By authorizing Granola to transmit Customer Data from such Third Party Integrations into the Services, Customer represents and warrants to Granola that it has all right, power, and authority to provide such authorization. In the event that Customer accesses 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.

  • 4.8. Third Party Models. Customer acknowledges and agrees that Third Party Models are not developed by Granola. While Granola uses commercially reasonable efforts to diligence Third Party Models, Granola does not control or influence the training or hosting of Third Party Models, and is unable to guarantee the suitability, accuracy, quality, security, legality and reliability of Third Party Models, including any outputs there (“AI Outputs”). Customer acknowledges that AI Outputs may contain errors and misstatements and may be incomplete or inaccurate. Before leveraging any AI Outputs, Customer or any Authorized User is responsible for making its own determination that the AI Outputs are suitable, and Customer is solely responsible for any reliance on the accuracy, completeness, or usefulness of any AI Outputs. Customer agrees that Granola will not be liable for any loss or damages arising from or related to Third Party Models or AI Outputs and shall defend, indemnify and hold harmless Granola with respect to any claims, damages or liability related thereto. Third Party Models may be subject to additional terms and conditions and Customer is solely responsible for complying with such terms and conditions where presented to Customer through the Services. Notwithstanding anything to the contrary, the warranties and indemnities provided by Granola in this Agreement do not apply with respect to Third Party Models.

  • 4.9. Open Source Components. Certain aspects of the Services, such as the Client-Side Software, may contain or be distributed with open source software code or libraries (“Open Source Components”). Granola will provide a list of Open Source Components for a particular version of any distributed portion of the Services, such as the Client-Side Software, on Customer’s request. To the extent required by the license applicable to such Open Source Components: (i) Granola will use reasonable efforts to deliver to Customer any notices or other materials (such as source code); and (ii) the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of such licenses prohibit any of the restrictions in this Agreement with respect to any particular Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of such licenses require Granola to make an offer to provide source code or related information in connection with the Open Source Component, such offer is hereby made. For purposes of clarity, Open Source Components are Third Party Integrations as defined in this Agreement.

​
5. Payment.

  • 5.1. Fees. Customer will pay all fees specified in Order Forms or as other set forth on Granola’s https://www.granola.ai/pricing (“Fees”). Except as otherwise specified herein or in an Order Form, (a) fees are based on Services subscriptions purchased and not actual usage, (b) payment obligations are non-cancelable and fees paid are non-refundable, and (c) quantities purchased cannot be decreased during the relevant Subscription Period.

  • 5.2. Invoicing and Payment. If Customer pays online via credit or debit card, Customer agrees to be bound by the Stripe, Inc. Services Agreement available at https://stripe.com/us/legal. Customer will provide Granola with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Granola. If Customer provides credit card information to Granola, Customer authorizes Granola to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Granola will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net thirty (30) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Granola and notifying Granola of any changes to such information.

  • 5.3. Overdue Charges. If any invoiced amount is not received by Granola by the due date, then without limiting Granola’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Granola may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.

  • 5.4. Suspension of Services and Acceleration. If any charge owing by Customer under this or any other agreement for Services is thirty (30) days or more overdue, (or ten (10) or more days overdue in the case of amounts Customer has authorized Granola to charge to Customer’s credit card), Granola may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, Granola will give Customer at least ten (10) days’ prior notice that its account is overdue, in accordance with the “Notices” section below for billing notices, before suspending services to Customer.

  • 5.5. Overages. If Customer exceeds any Authorized User or usage limitations set forth on an Order Form, then (i) Granola shall invoice Customer for such additional users or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at Granola’s then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the applicable Subscription Period, and (ii) if the Subscription Period renews (in accordance with Section 8 below), such new Subscription Period shall include the additional fees for such excess Authorized Users and usage.

  • 5.6. Payment Disputes. Granola will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

  • 5.7. Taxes. Granola’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Granola has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Granola will invoice Customer and Customer will pay that amount unless Customer provides Granola with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Granola is solely responsible for taxes assessable against it based on its income, property and employees.

​
6. Confidential Information.

  • 6.1. Confidential Information. From time to time during the Subscription Period, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as “confidential” or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, “Confidential Information”). Confidential Information of Granola includes the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party without use of, reference to, or reliance upon the disclosing party’s Confidential Information.

  • 6.2. Duty. The receiving party shall not use the disclosing party’s Confidential Information except to perform its obligations and exercise its rights hereunder nor shall it disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, contractors, and agents who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder (“Representatives”). The receiving party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (A) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (B) to establish a party’s rights under this Agreement, including to make required court filings.

  • 6.3. Effect of Termination or Expiration. Upon expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement until such Confidential Information is no longer considered a trade secret under applicable law through no wrongful act or omission of the receiving party.

​
7. Data Security; Processing of Personal Information.

  • 7.1. Security Measures. Granola shall use commercially reasonable efforts to maintain the security and integrity of the Services and the Customer Data. Granola is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is due to Granola’s gross negligence or willful misconduct.

  • 7.2. Processing of Personal Data. Granola’s rights and obligations with respect to Personal Data that it collects directly from individuals are set forth in Granola’s Privacy Policy. The DPA shall apply to all Personal Data Granola processes on behalf of Customer in connection with the Services.

  • 7.3. No Sensitive Data. Notwithstanding the foregoing, Customer acknowledges and agrees that: (i) the Services are not designed to store Sensitive Data; and (ii) Customer will not use the Services to store Sensitive Data and will not submit, post, or otherwise transmit any Customer Data that includes or constitutes Sensitive Data through the Services.

  • 7.4. Business Contact Data and Usage Data. Notwithstanding anything to the contrary in this Agreement, Granola may process Business Contact Data and Usage Data: (i) to manage the relationship with Granola; (ii) to carry out Granola’s core business operations, such as accounting, audits, tax preparation and for filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Granola, Customer, and Granola’s other customers; (iv) for identity verification purposes; and (v) to comply with applicable laws, rules, and regulations relating to the processing and retention of Personal Data to which Granola is subject. Granola may also process Usage Data to monitor, maintain, and optimize the Services. As between Granola and Customer, all right, title, and interest in and to such Usage Data is owned solely and exclusively by Granola.

​
8. Term; Termination.

  • 8.1. Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated (“Term”).

  • 8.2. Term of Subscriptions. The term of each subscription shall be as specified in the applicable Order Form (“Subscription Period”). Except as otherwise specified in an Order Form, Subscription Periods will automatically renew for additional one year terms, unless either party gives the other written notice (email acceptable) at least thirty (30) days before the end of the relevant Subscription Period. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Granola’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior Subscription Period will result in re-pricing at renewal without regard to the prior Subscription Period’s per-unit pricing.

  • 8.3. Termination. A party may terminate this Agreement for cause (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Granola may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Granola’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 4.4 (Use Restrictions) or Section 7 (Confidential Information).

  • 8.4. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, Granola will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Granola in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to Granola for the period prior to the effective date of termination.

  • 8.5. Suspension. Notwithstanding anything to the contrary in this Agreement, Granola may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Granola reasonably determines that (a) there is a threat or attack on any of Granola IP; (b) Customer’s or any Authorized User’s use of Granola IP disrupts or poses a security risk to Granola IP or to any other customer or vendor of Granola; (c) Customer, or any Authorized User, is using Granola IP for fraudulent or illegal activities; (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (e) Granola’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (f) any Customer Data submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services may infringe or otherwise violate any third party’s intellectual property or other rights; (ii) any vendor of Granola has suspended or terminated Granola’s access to or use of any Third Party Integrations required to enable Customer to access the Services; or (iii) Customer’s account is more than ten (10) days past due as further set forth in Section 6.4 (any such suspension due to Customer’s failure to pay applicable Fees, a “Services Suspension”). Granola shall use commercially reasonable efforts to provide written notice of any Services Suspension to Customer and to provide updates regarding resumption of access to the Services following any Services Suspension. Granola shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Granola will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Services Suspension.

  • 8.6. Survival. The following provisions of this Agreement shall survive termination: “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses; Restrictions,” “Confidentiality,” “Disclaimers,” “Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Survival,” and “General Provisions.”

​
9. Indemnification.

  • 9.1. Granola Indemnification. Granola shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any claim, suit, action, or proceeding brought by an unaffiliated third party (“Third Party Claim”) against Customer alleging that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights; provided that Customer promptly notifies Granola in writing of the claim, cooperates with Granola, and allows Granola sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Customer agrees to permit Granola, at Granola’s sole discretion: to (i) modify or replace the Services, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Customer to continue use. If Granola determines that neither alternative is reasonably commercially available, Granola may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 9.1 will not apply to the extent that the alleged infringement arises from: (a) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Granola or authorized by Granola in writing; (b) modifications to the Services not made by Granola; (c) Customer Data; or (d) Third Party Integrations. Notwithstanding anything to the contrary herein, Granola shall have no obligation under this Section 10 with respect to the Standard Services or Free Services.

  • 9.2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Granola’s option, defend Granola from and against any Losses resulting from any Third Party Claim alleging that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property or other rights and any Third Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; or (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Granola or authorized by Granola in writing; in each case, provided that Customer may not settle any Third Party Claim against Granola unless Granola consents to such settlement in writing, and further provided that Granola will have the right, at its option, to defend itself against any such Third Party Claim or to participate in the defense thereof by counsel of its own choice.

  • 9.3. Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND GRANOLA’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

​
10. Representations, Warranties, Exclusive Remedies and Disclaimers.

  • 10.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

  • 10.2. Granola Warranties. Granola warrants that during an applicable Subscription Period (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) Granola will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) Granola will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections above.

  • 10.3. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. GRANOLA MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. FREE SERVICES AND STANDARD SERVICES ARE PROVIDED “AS IS” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

​
11. Limitation of Liability.

EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 4, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, BREACH OF DATA OR SYSTEM SECURITY, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), IN EACH CASE REGARDLESS OF WHETHER GRANOLA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL GRANOLA’S AGGREGATE LIABILITY FOR ANY DIRECT DAMAGES ARISING OUT OF RELATED TO THIS AGREEMENT EXCEED (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO GRANOLA HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

​
12. General Provisions.

  • 12.1. Entire Agreement. This Agreement (including all Order Forms and Statements of Work) represents the entire agreement between Customer and Granola with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Granola with respect thereto. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, (3) the Application Terms and (4) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

  • 12.2. Export Regulation. The Services may utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.

  • 12.3. US Government Rights. Each of the Documentation and the software components that constitute the Services are a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

  • 12.4. Insurance. During the Term of the Agreement, Granola will maintain in full force and effect: (a) E&O and cyber-risk insurance of not less than 5millionintheaggregate;(b)commercialgeneralliabilityinsuranceofnotlessthan5 million in the aggregate; (b) commercial general liability insurance of not less than 1 million per occurrence and 2millionintheaggregate;and(c)umbrellaliabilityinsuranceofnotlessthan2 million in the aggregate; and (c) umbrella liability insurance of not less than 5 million in the aggregate.

  • 12.5. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) to Granola shall be in writing and delivered by hand or by certified mail or overnight delivery service to:

Granola, Inc. Attn: Legal Department 1151 Walker Road, Suite 417, Dover, Delaware 19904 With a copy to: hello@granola.so

Except as otherwise specified in this Agreement, all Notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related Notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.

  • 12.6. Modifications and Amendments. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party; provided that if Customer is a user of Standard Services or Free Services, then Granola may amend or modify this Agreement by (a) posting a new version of this Agreement on the Services, and (b) providing notice to Customer via email or other reasonable means.

  • 12.7. Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

  • 12.8. Assignment. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (a) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (b) Granola may utilize subcontractors in the performance of its obligations hereunder. \

  • 12.9. Publicity. Customer agrees that Granola may use Customer’s name and logo to refer to Customer as a customer of Granola on its website and in marketing materials.

  • 12.10. Relationship of the Parties. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

  • 12.11. Severability. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.

  • 12.12. Waiver. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.

  • 12.13. Dispute Resolution and Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. The Rules will govern payment of all arbitration fees. For users of Free Services, Granola will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars and such users shall have the right to opt out of the provisions of this Section by sending written notice of the decision to opt out to the address listed in Section 12.5 (Notices) postmarked within thirty (30) days of first accepting this Agreement. Customer must include (i) its name and residence address, (ii) the email address and/or telephone number associated with its account, and (iii) a clear statement that it wants to opt out of this arbitration agreement. THE PARTIES WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

  • 12.14. Injunctive Relief. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

  • 12.15. Exclusive Venue. In the event the arbitration agreement does not apply, and the parties agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York, New York, or the federal district in which that county falls.

TroubleshootingApplication terms of service