KODA TECHNOLOGIES, INC.
TERMS OF USE AGREEMENT

1. USE OF THE SERVICE

The Service, provided under the Griddy brand, is an AI-powered add-in for Microsoft Excel designed to enhance productivity through spreadsheet analysis, automation, and data insights. The Service is protected by applicable intellectual property laws. Your right to access and use the Service is subject to this Agreement unless governed by a separate enterprise agreement.

1.1 Service Plans

The Service is offered through the following plans:

• Free Trial: Free, with a limited number of prompts and basic features.
• Pro Plan: Paid, for individual professionals, providing access to advanced features, early access to new features, and generous prompt allowances subject to reasonable use limits (see Section 10).
• Teams Plan: Paid, for organizations, including centralized team billing, administrative dashboard and analytics, priority support, and all Pro features.

Details on features, limitations, and pricing for each plan are available at https://getgriddy.ai/pricing.

1.2 Add-in License

Subject to your compliance with this Agreement, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install, access, and use the Add-in within Microsoft Excel solely for your personal or internal business purposes, as permitted by your plan.

1.3 Supplemental Terms

Certain features or functionalities of the Service may be subject to additional terms ("Supplemental Terms") presented during sign-up or in a separate agreement. If these Terms of Use conflict with Supplemental Terms, the Supplemental Terms control for that specific feature or functionality.

1.4 AI-Powered Features and Limitations

The Service uses artificial intelligence, including third-party AI models, to process user inputs (e.g., spreadsheet data, natural language queries) to generate insights, automate tasks, create formulas, produce charts, or provide other outputs ("AI Outputs").

Accuracy Disclaimer: AI Outputs may contain inaccuracies, errors, or fabricated information (commonly known as "hallucinations"). AI Outputs are generated probabilistically and are not guaranteed to be accurate, complete, current, or reliable. You are solely responsible for reviewing, verifying, and validating all AI Outputs before relying on them for any business, financial, legal, tax, medical, or other decision. The Service does not provide professional advice of any kind.

No Guarantee of Uniqueness: Due to the nature of AI, other users may receive similar or identical AI Outputs. Company does not guarantee that AI Outputs are unique to you.

Data Processing: You retain ownership of your input data, subject to the license in Section 4.4. We may use anonymized or aggregated data to improve the Service. We do not use identifiable customer data to train AI models unless you expressly opt in. AI Outputs are provided "as is" without any warranty.

1.5 AI Output Ownership

As between you and Company, and to the extent permitted by applicable law, you own the AI Outputs generated from your inputs through the Service. Company does not claim ownership of AI Outputs.

However, you acknowledge that: (a) AI Outputs may not be protectable under copyright or other intellectual property laws in certain jurisdictions, as they are generated by artificial intelligence; (b) other users may receive similar or identical outputs; and (c) Company makes no representations or warranties regarding your right to use AI Outputs for any particular purpose or that AI Outputs will not infringe third-party rights.

You are solely responsible for your use of AI Outputs and for ensuring such use complies with applicable law, including intellectual property laws.

1.6 Updates

The Service is evolving, and we may update the Service with or without notice. You acknowledge that you may need to update third-party software (e.g., Microsoft Excel) to continue using the Service. All updates are subject to this Agreement.

2. REGISTRATION

2.1 Registering Your Account

To access certain Service features, you must register an account ("Account") using a valid email address and password.

2.2 Registration Data

You shall provide true, accurate, current, and complete information during registration ("Registration Data") and maintain its accuracy. You are responsible for all activities under your Account and must not share your Account or password with others. You agree to notify us immediately of any unauthorized use of your Account.

3. RESPONSIBILITY FOR CONTENT

You are responsible for all content you upload, post, or make available through the Service ("Your Content"), including any spreadsheet data, queries, or prompts submitted to the AI. We are not responsible for the accuracy, legality, or appropriateness of Your Content or User Content. You represent that you have all necessary rights and permissions to submit Your Content to the Service.

4. OWNERSHIP

4.1 Company Intellectual Property

Except for Your Content and AI Outputs (as described in Section 1.5), Company and its licensors own all rights, title, and interest in the Service, including all AI models, algorithms, software, and related intellectual property. You retain ownership of Your Content but grant Company necessary licenses to operate the Service, including processing Your Content through third-party AI services.

4.2 Feedback

If you provide feedback, suggestions, or ideas about the Service ("Feedback"), you grant Company a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license to use, modify, and incorporate such Feedback into the Service without any obligation or compensation to you.

5. ACCEPTABLE USE POLICY

You agree to use the Service responsibly and in compliance with all applicable laws. You shall not, and shall not permit any third party to:

5.1 General Restrictions

• License, sell, resell, or commercially exploit the Service, except as permitted by your plan
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or AI models underlying the Service
• Use automated tools (bots, scrapers, crawlers) to extract data from the Service
• Interfere with, disrupt, or place an unreasonable load on Service infrastructure
• Circumvent any rate limits, access controls, or security features
• Impersonate any person or entity or misrepresent your affiliation
• Use the Service to violate any applicable law or regulation

5.2 AI-Specific Restrictions

In connection with the AI-powered features of the Service, you shall not:

• Use the Service to generate content that is illegal, harmful, threatening, abusive, defamatory, or otherwise objectionable
• Use AI Outputs to intentionally deceive, mislead, or defraud any person
• Represent AI Outputs as human-generated work where disclosure of AI involvement is required by law or applicable standards
• Use the Service for fully automated decision-making that produces legal effects or similarly significant effects on individuals without appropriate human oversight, including but not limited to decisions related to credit, employment, housing, insurance, education, criminal justice, or access to essential services
• Input data that you do not have the legal right to process or that would violate the privacy rights of any third party
• Attempt to extract, reconstruct, or reverse-engineer the training data, weights, or parameters of any AI model used by the Service
• Use the Service to develop competing AI models or services
• Use the Service to generate spam, phishing content, malware, or any form of unsolicited communications
• Use AI Outputs as a substitute for professional advice in medical, legal, financial, tax, or other regulated fields without independent verification by a qualified professional

5.3 Content Restrictions

You shall not upload, submit, or otherwise make available through the Service any content that:

• Infringes any intellectual property right, privacy right, or other proprietary right
• Contains viruses, malware, or harmful code
• Is unlawful, harassing, threatening, or promotes violence or discrimination
• Contains child sexual abuse material or exploits minors in any way
• Violates export control or sanctions laws
• Contains regulated data such as protected health information (HIPAA), payment card data (PCI), or other regulated financial data unless we have signed a separate agreement (e.g., a HIPAA BAA)

6. SAFETY MONITORING AND ENFORCEMENT

To maintain the safety, security, and integrity of the Service, we may use automated and manual systems to monitor, review, and analyze inputs and AI Outputs for abuse prevention, Acceptable Use Policy enforcement, and compliance with applicable law. Inputs and outputs flagged by our safety systems may be retained for a limited period for review, even if otherwise subject to deletion.

We may remove content, suspend or terminate your Account, disclose your identity to law enforcement, or take legal action if we believe Your Content or use of the Service violates this Agreement, our Acceptable Use Policy, or applicable law.

Appeals: If your Account is suspended or terminated, you may appeal by contacting will@getgriddy.ai within thirty (30) days. We will review your appeal and respond within fifteen (15) business days. Appeals decisions are final.

7. INTERACTIONS WITH OTHER USERS

You are responsible for your interactions with other users, including team members within a Teams plan. We are not liable for any issues arising from such interactions and do not endorse User Content.

8. THIRD-PARTY SERVICES AND INTEGRATIONS

The Service integrates with and relies on third-party services, including but not limited to Microsoft Excel (via the Office Add-in platform) and third-party AI service providers. We are not responsible for third-party services, their availability, or their content.

Your data may be processed by our third-party AI service providers as necessary to deliver the Service. By using the Service, you acknowledge and agree that your inputs may be transmitted to and processed by these providers in accordance with our Privacy Policy. Your use of third-party services is at your own risk and subject to their respective terms. A current list of sub-processors is maintained in our Privacy Policy.

AI Provider Changes: We may change, add, or remove third-party AI service providers at any time to improve the Service. Such changes will be reflected in our Privacy Policy's sub-processor list. For Teams plan customers with a DPA, we will make reasonable efforts to provide advance notice before adding a new AI sub-processor.

9. FEES AND PURCHASE TERMS

Fees for Pro and Teams plans are detailed at https://getgriddy.ai/pricing. The Free Trial is free and limited to a set number of prompts. You authorize automatic charges for paid plans and must maintain accurate payment information. All payments are processed through Stripe, Inc. and are subject to Stripe's terms of service.

Paid subscriptions automatically renew at the end of each billing period (monthly or annually) at the then-current rate unless you cancel before the renewal date. You may cancel your subscription at any time through your Account settings. Cancellation takes effect at the end of the current billing period; no prorated refunds are provided for partial billing periods.

We reserve the right to change our pricing with thirty (30) days' advance notice. Continued use of the Service after a price change constitutes acceptance of the new pricing.

10. PLAN-SPECIFIC TERMS

Each plan (Free Trial, Pro, Teams) has specific terms, limitations, and support levels as described in Section 1.1 and at https://getgriddy.ai/pricing. You agree to use the Service in accordance with your plan's terms. Free Trial accounts are limited in prompts and features. Upgrading or downgrading plans takes effect at the start of the next billing period unless otherwise specified.

10.1 Usage Limits and Fair Use

All plans are subject to reasonable use limits. We reserve the right to throttle, rate-limit, suspend, or restrict access if usage patterns indicate automated abuse, denial-of-service behavior, or consumption that is disproportionate to normal individual or team use. Current usage limits are published at https://getgriddy.ai/pricing and may be updated with thirty (30) days' notice.

10.2 Service Availability

We strive to maintain high availability for the Service, excluding scheduled maintenance and events beyond our reasonable control (see Section 19). We do not guarantee uninterrupted availability and do not offer service credits for downtime. The Service depends on third-party infrastructure and AI providers, whose availability is outside our control.

11. INDEMNIFICATION

You shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) Your Content or your use of AI Outputs; (c) your violation of this Agreement; or (d) your violation of any third-party rights, including intellectual property rights.

12. DISCLAIMER OF WARRANTIES

THE SERVICE, INCLUDING ALL AI-POWERED FEATURES AND AI OUTPUTS, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. WE MAKE NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF AI OUTPUTS. YOU ACKNOWLEDGE THAT AI OUTPUTS MAY CONTAIN ERRORS, INACCURACIES, OR INAPPROPRIATE CONTENT, AND YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF AND RELIANCE ON AI OUTPUTS.

13. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE OR AI OUTPUTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR FREE TRIAL AND PRO PLAN USERS, COMPANY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF: (i) THE FEES PAID BY YOU IN THE THREE (3) MONTHS PRIOR TO THE CLAIM; (ii) ONE HUNDRED DOLLARS ($100); OR (iii) THE MINIMUM AMOUNT REQUIRED BY APPLICABLE STATUTORY REMEDIES. FOR TEAMS PLAN USERS, COMPANY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY THE APPLICABLE TEAMS ACCOUNT IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. THIS LIMITATION APPLIES TO ALL CLAIMS ARISING FROM AI OUTPUTS, INCLUDING BUT NOT LIMITED TO CLAIMS BASED ON INACCURATE, INCOMPLETE, OR MISLEADING AI-GENERATED CONTENT.

14. INTELLECTUAL PROPERTY RIGHTS CLAIMS

If you believe that content available through the Service infringes your intellectual property rights, please contact our designated agent at Legal Department, Koda Technologies, Inc., 850 New Burton Road, Suite 201, Dover, DE 19904, or email will@getgriddy.ai. Please provide: (a) identification of the copyrighted work; (b) identification of the allegedly infringing material; (c) your contact information; (d) a statement of good faith belief; (e) a statement under penalty of perjury; and (f) your physical or electronic signature.

15. TERM, SUSPENSION, AND TERMINATION

This Agreement continues until terminated. You may terminate by closing your Account through your Account settings or by contacting us.

Suspension: We may suspend your access to the Service, in whole or in part, without prior notice if we reasonably believe you have violated this Agreement, the Acceptable Use Policy, or applicable law, or if necessary to protect the security or integrity of the Service. During suspension, your Account data is preserved but inaccessible. We will make reasonable efforts to notify you of the reason for suspension and any steps required to restore access.

Termination: We may terminate your Account and this Agreement if: (a) a suspension is not resolved within thirty (30) days; (b) you commit a material or repeated breach of this Agreement; or (c) we are required to do so by law. We will provide notice of termination via email where practicable.

Effect of Termination: Upon termination, your right to use the Service immediately ceases. We will delete or anonymize your Account data within a reasonable timeframe after termination, unless retention is required by law or for legitimate business purposes (e.g., resolving disputes, enforcing agreements).

Data Portability: You may request an export of your data at any time prior to termination by contacting will@getgriddy.ai. We will make commercially reasonable efforts to provide your data in a commonly used, machine-readable format within a reasonable timeframe, subject to applicable law and technical feasibility.

Sections 1.4, 1.5, 3, 4, 5, 11, 12, 13, 17, 18, 19, and 20 shall survive termination of this Agreement.

16. DATA SECURITY AND BREACH NOTIFICATION

We implement commercially reasonable technical and organizational measures to protect your data. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

In the event of a data breach that affects your personal information, we will notify affected users without undue delay and in compliance with applicable law. Notification will be provided via email to the address associated with your Account and, where appropriate, via a notice on our Website. Such notification will include, to the extent known: the nature of the breach, the categories of data affected, likely consequences, and measures taken or proposed to address the breach.

17. INTERNATIONAL USERS AND REGULATORY COMPLIANCE

The Service is controlled and operated from the United States. Users outside the U.S. must comply with local laws regarding data transfer and use of AI services.

EU/EEA Users: If you are located in the European Union or European Economic Area, you are protected by the General Data Protection Regulation (GDPR). We process your data under lawful bases including consent, contractual necessity, and legitimate interest. Our Data Processing Addendum (DPA) is available at getgriddy.ai/dpa or by contacting will@getgriddy.ai.

EU AI Act Compliance: In accordance with the EU Artificial Intelligence Act, we disclose the following: (a) the Service incorporates AI systems that process your spreadsheet data and natural language inputs to generate automated outputs; (b) you are interacting with an AI system, not a human, when using Griddy's analysis and automation features; (c) AI Outputs are generated probabilistically and should not be relied upon without human review; and (d) we maintain documentation regarding the functionality and limitations of our AI systems, available upon request for regulatory purposes.

UK Users: If you are located in the United Kingdom, your rights under UK data protection legislation are preserved.

Colorado AI Act (SB24-205): Effective June 30, 2026, while we believe the Service does not constitute a high-risk AI system under the Colorado Artificial Intelligence Act, we provide the following disclosures in the spirit of transparency for Colorado residents: (a) the Service uses AI to process spreadsheet data and natural language prompts to generate automated outputs; (b) AI is a substantial factor in generating these outputs; (c) you have the right to opt out of AI-driven profiling, if applicable, by contacting us; and (d) you may appeal any adverse decision influenced by AI Outputs by contacting will@getgriddy.ai.

18. ARBITRATION AGREEMENT

Except for disputes relating to intellectual property rights or injunctive relief, all disputes arising out of or relating to this Agreement or the Service shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. Arbitration will take place in the State of Delaware or, at your election, via telephone or video conference.

Class Action Waiver: You agree that disputes will be resolved on an individual basis only. You waive any right to participate in a class action, class arbitration, or representative proceeding.

Opt-Out: You may opt out of this arbitration agreement by sending written notice to Koda Technologies, Inc., 850 New Burton Road, Suite 201, Dover, DE 19904, or emailing will@getgriddy.ai within thirty (30) days of first accepting this Agreement. If you opt out, disputes will be resolved in the state or federal courts of Delaware.

19. FORCE MAJEURE

Company shall not be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay results from circumstances beyond Company's reasonable control, including but not limited to: acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, failures of third-party AI service providers or cloud infrastructure providers, cyberattacks, or any other event beyond Company's reasonable control. During any such event, Company's obligations shall be suspended for the duration of the force majeure event.

20. GENERAL PROVISIONS

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

This Agreement, together with the Privacy Policy and any applicable Supplemental Terms, constitutes the entire agreement between you and Company regarding the Service and supersedes all prior agreements and understandings.

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect. Company's failure to enforce any right or provision shall not constitute a waiver of such right or provision.

We may assign this Agreement at any time without notice. You may not assign or transfer this Agreement or any rights hereunder without our prior written consent.

Notices should be sent to Koda Technologies, Inc., 850 New Burton Road, Suite 201, Dover, DE 19904, or will@getgriddy.ai.