1. Introduction

1.1. Scope

GraphiteATLAS ('Atlas") is a business productivity tool to make it easy for business operators to model how everything in their business connects – from people, to teams, to processes, to tasks, to resources, to outcomes, to documents to metrics and more – all as simply as working with a spreadsheet. These Terms of Service (these "Terms") of Graphite Atlas Technologies LLC ("we," "our," or "us"), are an agreement that describes your and our rights, obligations, and responsibilities as you use this unified business model to easily create your own processes, documentation, institutional knowledge and better align your teams and stakeholders.

More specifically, these Terms govern how you may access and use: (i) graphiteatlas.com, and (ii) our "Software," meaning, collectively, our browser extensions, integrations, mobile applications, other downloadable apps, application programming interfaces ("APIs"), AI agents, and tools and documentation (collectively, our or the "Services"). The terms "you" and "your", as used in these Terms, refer to both you and/or your affiliated Organization (as defined below in Section 1.3). To the extent you receive Software, subject to your compliance with these Terms, during the applicable Subscription Term (defined below), we grant to you a non-exclusive, non-transferable, non-sublicensable right and license to use our Software solely as reasonably necessary for your use of our Services in accordance with these Terms.

1.2. Acceptance of Terms of Use

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. BY USING THE SERVICES, WHETHER OR NOT YOU ARE A REGISTERED USER OF ATLAS, OR A GUEST, AN INDIVIDUAL OR A USER ON BEHALF OF AN ORGANIZATION (AS DEFINED BELOW) YOU SIGNIFY THAT: (I) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS; (II) YOU HAVE READ, UNDERSTAND, AND ACKNOWLEDGE OUR PRIVACY POLICY, WHICH IS AVAILABLE AT /privacy ("PRIVACY POLICY") AND IS INCORPORATED INTO THESE TERMS BY REFERENCE; AND (III) YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH ALL OTHER TERMS INCORPORATED INTO THESE TERMS BY REFERENCE. WE RESERVE ALL RIGHTS NOT EXPRESSLY GRANTED UNDER THESE TERMS.

1.3. Organizations

If you are an individual and you access or use our Services on behalf of a company, organization, principal, or other entity, such as your employer (each, together with its affiliates, an "Organization"), then you represent and warrant that you have the authority to bind that Organization to these Terms (and if you do not have the authority, you may not access or use our Services). You further represent that your acceptance of these Terms will bind such Organization to these Terms. If you cease to be associated with or to have access to the email address associated with your Organization that is a user of the Services, your individual right to access and use our Services may be suspended or terminated (and ownership and administration of your Atlas Account (defined below) may be transferred). You agree that we may disclose information regarding you and your use of the Services, including Your Content (defined below), to such Organization, or to appropriate individuals associated with that Organization. You represent and warrant that all information that you provide to us regarding any Organization on whose behalf you use our Services, including information identifying other users associated with such Organization or email domains owned by such Organization, is and at all times will be truthful, accurate, and complete, and that you will immediately notify us should any such information change or no longer be truthful, accurate, or complete.

If you are an Organization on whose behalf an individual user is accessing or using our Services as described above, then you are responsible for the acts and omissions of all such individual users, and for ensuring that all such individual users comply with these Terms.

If you are an individual user or Organization that has been provided access to Services, that are not subject to these Terms as explicitly stated in an agreement governing such account (such as an enterprise account that is governed by a separate master subscription agreement, which does not incorporate these Terms by reference), then these Terms govern your access to and use of the Services outside of such account and in any other workspace to which you have access or as to which you are an owner, collaborator, or member.

2. Our Services

2.1. Eligibility

You may use our Services only if you can form a legally binding contract with us (and on behalf of your Organization as applicable), and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations. To use our Services, you must be at least 18 years old. You represent and warrant that you meet the applicable age requirements and are competent to agree to these Terms. Our Services are not available to any users who were previously removed from the Services, unless our duly authorized representative agrees otherwise in writing.

2.2. Access, Restrictions, and Acceptable Use

Subject to your compliance with these Terms, you may access and use our Services during the Subscription Term (defined below), except as may be limited by your Organization. Except as we otherwise agree in writing or to the extent a restriction is prohibited by law, you must comply with the below terms of acceptable use:

2.2.1. General Usage Restrictions

Except as we otherwise agree in writing or to the extent a restriction is prohibited by law, you agree not to do, and not to assist, permit, or enable any third party, agent or representative to do, any of the following:

• copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter, or create derivative works of any part of Atlas or any of Atlas' intellectual property;
• disassemble, reverse engineer, decode, or decompile any part of the Services;
• use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy, or record the Services;
• use the Services in a manner that impacts the stability of our servers, the operation or performance of the Services or any other user's use of the Services, or the behavior of other applications using the Services;
• use the Services in any manner or for any purpose that violates any applicable federal, state, local or international law or regulation;
• use the Services in a manner that interferes with or creates an undue burden on the Services and system integrity, including generating or transmitting viruses, worms, malware, or other software agents or harmful code through the Services; or
• use or attempt to use a log-in credential other than your own, share passwords or authentication credentials for the Services, or otherwise circumvent payment, or the measures we may use to prevent or restrict access to the Services, to enforce limitations on use of the Services, or to charge fees for each user of the Services.

We reserve the right to report any activity or content that we reasonably believe violates any law, rule, or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing your information as appropriate. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct.

2.2.2. AI Usage Restrictions

In addition to complying with the General Usage Restrictions above, Atlas uses OpenAI as a third-party AI provider. By using our Services you also agree to abide by OpenAI's Terms of Use, and OpenAI's other legal policies, as may be updated from time to time.

2.3. Atlas Accounts

Your account on our Services (your "Atlas Account") gives you access to the services and functionality that we may establish and maintain from time to time. We may maintain different types of Atlas Accounts for different types of users. You acknowledge and agree that you do not own your Atlas Account.

You may not use another user's Atlas Account. You are solely responsible for the activity that occurs on your Atlas Account, and you must keep your Atlas Account password(s) strong and secure. You should notify us immediately of any breach of security or unauthorized use of your Atlas Account.

2.4. Your Content

You will own any and all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from your use of the Services ("Your Content"). If you are an individual using our Services on behalf of an Organization, we may assume, in our sole discretion, that Your Content belongs to that Organization. Notwithstanding the foregoing, you acknowledge and agree that we may retain, take possession of, delete, or deny you access to Your Content if we believe, in our sole discretion, that some or all of Your Content, or your use of our Services, violates these Terms.

You grant us an irrevocable, transferable, sublicensable, fully paid, royalty-free, and worldwide right and license to access, use, copy, store, modify, and display Your Content solely: (i) to provide, maintain, improve, or optimize use of our Services; (ii) to perform such other actions as authorized by you in connection with your use of our Services; (iii) where necessary (in our sole discretion) to ensure the stability and security of our Services and our systems; and (iv) for any other purpose consistent with the Privacy Policy.

You represent and warrant that you own and control all intellectual property rights to Your Content and have the right to use such material in compliance with these Terms. We take no responsibility and assume no liability for Your Content. You shall be solely responsible for Your Content and the consequences of posting it, publishing it, sharing it, or otherwise making it available on our Services. You shall be solely responsible and indemnify us for Your Content.

2.5. Service Changes, Suspension, and Termination

We may change our Services, stop providing our Services or features of our Services to you or to our users generally, change or stop providing a particular Subscription Plan (defined below) or features thereof, or create usage limits for our Services. We may permanently or temporarily terminate or suspend your access to our Services without notice or liability, without cause or for any reason, including if in our sole discretion you violate any provision of these Terms. Upon termination, you continue to be bound by these Terms.

2.6. Product Trials

In our sole discretion, we may make available to you certain product features on a trial basis, and such trial may be designated by us as an alpha, a beta, a pilot, a limited release, a limited availability, a test period, a preview, or an evaluation, or using another similar term ("Product Trial"). SUCH PRODUCT TRIALS ARE OFFERED ONLY, ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY, LIABILITY, INDEMNITY, OR PERFORMANCE OBLIGATIONS AND ARE REVOCABLE, CANCELABLE AND CHANGEABLE AT OUR SOLE DISCRETION. Such Product trials may have additional terms and conditions.

3. Our Intellectual Property

You acknowledge and agree that our Services and all materials and content displayed or made available on our Services, and all software, algorithms, code, technology, and intellectual property underlying and included in or with our Services, and all intellectual property rights therein and thereto throughout the world (collectively and individually, our "Intellectual Property"), are our (or our licensors' as applicable) sole and exclusive property. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any intellectual property rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any of our Intellectual Property.

You may choose, or we may invite you, to submit comments, feedback, or ideas about our Services, including about how to improve our Services ("Feedback"). You agree that we will own any such Feedback, and that we are free to use the Feedback without any additional compensation to you, and to disclose the Feedback on a non-confidential basis or otherwise to anyone. You acknowledge that, by accepting your submission of Feedback, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

4. Charges and Payment

4.1. Subscription Plans

We may offer plans that you may sign up for that allow you to use certain aspects of our Services, either for free or for a fee (a "Subscription Plan"). Each Subscription Plan will be billed in advance on a recurring, periodic basis (each period is called a "Billing Cycle"). Billing Cycles are annual or monthly, depending on what Subscription Plan you select at the time of purchase or initial usage of the Services. Your Subscription Plan will automatically renew at the end of each Billing Cycle unless you cancel auto-renewal by logging into your Atlas Account and cancel the subscription.

4.2. Billing and Payment

Upon purchase of a Subscription Plan, you agree to provide us with a current, valid, accepted method of payment ("Payment Method") and allow us to automatically charge your Payment Method for the term of your Subscription Plan, as renewed (each such period, a "Subscription Term") for the pricing and terms specified at the time of checkout, and as we may update from time to time with notice.

4.3. Cancellations and Terminations

If we cancel or terminate your Subscription Plan, except in the event of your breach of these Terms or failure to pay fees when due, we will grant you a prorated refund for the remaining unused portion of your Subscription Term. If you cancel or terminate your Subscription Plan, your right to use our Services will continue until the end of your then-current Subscription Term and then terminate without further charges. If you cancel or terminate your Subscription Plan, unless required by law, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF ANY FEES PAID FOR THE THEN-CURRENT SUBSCRIPTION TERM AT THE TIME OF CANCELLATION.

4.4. Late Payments

Any late payments may be subject to cancellation, in our sole discretion.

5. Privacy

By using our Services, you acknowledge that we may collect, use, and disclose your personal information and aggregated and/or anonymized data as set forth in our Privacy Policy, and you acknowledge that you may have your personal information collected in, used in, transferred to, and processed in the United States.

6. Third-Party Services

OUR SERVICES MAY CONTAIN LINKS TO THIRD-PARTY MATERIALS THAT ARE NOT OWNED OR CONTROLLED BY US, WE MAY REFER YOU TO CERTAIN THIRD PARTIES WHO PROVIDE INDEPENDENT SERVICES RELATING TO OR SUPPORTING YOUR USE OF OUR SERVICES, AND CERTAIN FUNCTIONALITY OF OUR SERVICES MAY REQUIRE YOUR USE OF, OR MAY BE COMPATIBLE WITH, THIRD-PARTY SERVICES, SITES, INFORMATION, MATERIALS, PRODUCTS, APPLICATIONS, EXTENSIONS OR SERVICES (EACH, A "THIRD-PARTY SERVICE"). IF YOU USE A THIRD-PARTY SERVICE, YOU ARE SUBJECT TO AND AGREE TO THE THIRD PARTY'S TERMS OF SERVICE (OR OTHER APPLICABLE TERMS AND CONDITIONS) AND PRIVACY POLICY MADE AVAILABLE BY OR VIA THE THIRD-PARTY SERVICE. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY SUCH THIRD-PARTY SERVICE.

7. Indemnity

You agree to defend, indemnify, and hold us and our affiliates, agents, suppliers, or licensors (and our and their employees, contractors, agents, officers, and directors) harmless from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including attorney's fees) arising from: (i) your access to or use of our Services; (ii) your violation of any aspect of these Terms, including your breach of any of your representations and warranties; (iii) your violation of any third-party right, including any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule, or regulation; (v) your willful misconduct; or (vi) any third party's access to or use of our Services with your username(s), password(s), or other security code(s).

8. No Warranty and Limitation of Liability

8.1. No Warranty

OUR SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF OUR SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.2. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, OUR SERVICES.

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES YOU PAID TO US HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER CLAIM OR INCIDENT.

9. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

9.1. Governing Law

These Terms will be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The Federal Arbitration Act (9 U.S.C. §§ 1-16) governs the interpretation and enforcement of the Arbitration Agreement hereunder.

9.2. Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

If you are a new user, you can reject and opt out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing us at support@graphiteatlas.com with your first and last name and stating your intent to opt out of the Arbitration Agreement.

9.3. Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED OUR SERVICE FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. YOU AND WE AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

10. General

10.1. Notification Procedures and Changes to these Terms

We may, in our sole discretion, modify or update these Terms from time to time. When we change these Terms in a material manner, we will notify you that material changes have been made to these Terms. Your continued use of our Services after any change to these Terms constitutes your acceptance of the new Terms of Service.

10.2. Contact

If you have any questions about these Terms, please contact us at support@graphiteatlas.com.