Terms Of Service

Effective 14 September 2026 — Version 2.3

These Terms Of Service ("Terms") are a binding agreement between KODAVARA LLC, a Nevada limited liability company ("Kodavara", "we", "us"), and the individual or entity that creates an account ("Customer", "you"). They govern your use of Kodavara DataFlow, the service available at dataflow.kodavara.io (the "Service").

By creating an account, or by using the Service, you accept these Terms. If you are accepting on behalf of a company, you confirm you have authority to bind it.

These Terms replace version 2.2 for accounts created on or after the effective date above. Accounts that accepted an earlier version keep that version until they accept this one.

1. What The Service Does

The Service reads data from a work management account you connect, applies the export rules you configure — selected fields, filters, formats, column names, combined values — and produces a file, on demand or on a schedule. It can deliver that file by download, by emailed link, or by attaching it to a task in your connected workspace.

The Service prepares your data. It does not verify it, audit it, or advise you on it.

2. Accounts

You must be at least 18 years old and provide accurate registration details. You are responsible for activity under your account, and for keeping your password and any API tokens you supply confidential. Tell us promptly at info@kodavara.com if you believe an account has been compromised.

Each account is a separate tenant. Your data is isolated from other customers' data at the database level.

One person per account. Unless an order form or Enterprise agreement says otherwise, each self-service subscription is for one named individual and one login. You may not share credentials, give several people simultaneous access, or operate one login as a shared team account. Multi-user access is planned; it is not part of what you are buying today. Enterprise user access is agreed in writing.

3. Connecting Your Work Management Account

To use the Service you connect a ClickUp workspace, either by authorizing through ClickUp's OAuth flow or by supplying a personal API token. In doing so you confirm:

• you are authorized to access that workspace and to extract data from it;
• your use of the Service complies with your own agreement with ClickUp and with any obligations you owe to your employer, clients or colleagues whose data is in that workspace.

A connection is one connected workspace. Reauthorizing, refreshing a credential, or reconnecting the same workspace does not use another connection. Connecting a different workspace does.

Credentials you supply are encrypted before storage. We store the last four characters of an API token in readable form so you can identify which token a connection uses.

4. Third-Party Platforms, APIs And Connected Services

4.1 What we depend on. The Service connects to and depends on products, services, APIs, data sources and accounts operated by others, including ClickUp ("Third-Party Platforms"). We do not own or control them. Unless we say so in writing, we are not affiliated with, sponsored by, or endorsed by any of them.

4.2 Your accounts and your authority. Obtaining and maintaining the Third-Party Platform accounts, subscriptions, licences, permissions, credentials and roles the Service needs is your responsibility. You confirm you have authority to connect each one and to authorize the Service to read, process, transform, temporarily store, export and deliver that data on your instructions.

What the Service can actually see and do depends on your Third-Party Platform subscription, account status, role, permissions, workspace configuration, location and feature entitlements. Two customers on different ClickUp plans will not get identical results, and that is not a defect in the Service.

4.3 Their limits apply. Your use of the Service is subject to each Third-Party Platform's technical and contractual restrictions: API availability, endpoint behaviour, authentication, rate limits, pagination, field availability, record limits, data formats, retention rules and acceptable-use policies. The Service paces its requests to stay within ClickUp's published limits, which is why syncing a large workspace takes time.

You may not use the Service to bypass, evade or circumvent a Third-Party Platform's permissions, access controls, plan restrictions, rate limits, technical safeguards or contractual requirements — and we will not help you do so.

4.4 They can change. A Third-Party Platform may modify, restrict, suspend, deprecate, discontinue or remove any API, endpoint, authentication method, feature, field, data structure, permission, rate limit or term at any time. We may change the Service, our processing methods, supported fields, delivery methods, schedules or interfaces as reasonably necessary to respond, to maintain security, or to keep operating.

4.5 When they break. To the fullest extent permitted by law, we are not responsible for an interruption, delay, degradation, error, incomplete result, missing field, unavailable data, failed authentication, failed delivery, failed run or reduced capacity caused by: a Third-Party Platform or its systems; a change to one; your own plan, account, role, permissions, configuration, credentials, suspension or usage on one; an outage, maintenance event, security measure or rate limit on one; or your failure to comply with one's terms.

4.6 What that means for your subscription. A Third-Party Platform change, restriction, interruption or discontinuation does not by itself put us in breach, invalidate your subscription, end your payment obligations for an active period, or create a right to a refund, credit, chargeback or price reduction beyond what these Terms or applicable law give you.

Your subscription buys access to the Service as it then exists, subject to your plan, the documented limits, your connected-platform access, and these dependencies. It is not a guarantee that any particular third party will keep offering any particular API, field, feature, permission or capacity.

4.7 How we will respond. If a Third-Party Platform change materially affects a supported integration, we may modify the integration, change how data is retrieved or delivered, provide a workaround, replace or limit the affected functionality, or discontinue it. Any notice, credit or refund arising is limited to what these Terms or applicable law require.

4.8 Compliance and suspension. You must use each connection in accordance with the relevant Third-Party Platform's terms, policies, documentation and account limitations. We may suspend or restrict an integration where reasonably necessary to comply with a platform requirement, protect the Service, prevent abuse, address a security concern, or avoid harm to us, to you, to another customer, or to that platform.

4.9 No third-party warranty. We make no representation or warranty about the availability, accuracy, completeness, security, performance or suitability of any Third-Party Platform or the data it supplies. Reviewing output before relying on it remains your responsibility — see Section 15.

5. Your Data

You own your data. Data you bring into the Service — the records read from your connected workspace, the export definitions you build, and the files those definitions produce ("Customer Data") — remains yours.

You grant Kodavara a limited, non-exclusive licence to host, copy, process, transmit and display Customer Data solely to provide and support the Service for you, and to comply with law. That licence ends when the data is deleted.

We do not sell Customer Data. We do not use Customer Data to train machine learning models. We do not use Customer Data to build any product other than the Service you are paying for. Our staff access Customer Data only to operate the Service, respond to a support request you have made, or investigate a suspected violation of these Terms — and any such access is recorded in an audit log.

6. Free Trial

There is no permanent free plan. Your first subscription to a paid plan may include one free trial lasting three days (72 hours).

Starting it. The trial begins when you complete checkout for the plan you choose. Checkout requires a valid payment method. The exact date and time the trial ends is shown at checkout before you confirm.

What it costs. Nothing is charged during the trial.

What it includes. The trial gives you the plan you chose, with that plan's limits measured over the trial period. Allowances do not carry over into your first paid period.

When it ends. Unless you cancel before it ends, your subscription continues automatically: the first payment for your chosen plan is charged to your payment method when the trial ends, and on each billing period after that. If that payment fails, Section 7 applies.

Cancelling during the trial. You may cancel at any time before the trial ends, from your account's billing settings. If you do, you are not charged, and your access to the plan ends when the trial ends. Your login, saved DataFlows and configuration remain in your account until you delete it; generated files expire on the plan's retention period.

One per customer. Trial eligibility is limited to one per customer, identified by verified email address and by the workspace you connect, together with reasonable anti-abuse measures. Deleting an account and signing up again does not create a new trial entitlement, and an account that has previously held a paid subscription is not eligible for a trial.

7. Plans, Billing And Cancellation

Subscriptions. Paid plans are billed monthly or annually in advance through our payment processor, Stripe. Prices are shown in US dollars, exclusive of any tax we are required to collect. Where a subscription began with a free trial, the first billing period begins when the trial ends.

Changing plans mid-cycle. If you change plans partway through a billing period, the difference is prorated: you are credited for the unused portion of your old plan and charged for the remainder of the period on the new plan. Both appear on your next invoice.

Failed payments. If a payment fails, we email you and your account enters a grace period. During grace, your data, export history and downloads stay available and new runs may be paused. We do not delete data for non-payment during the grace period.

Cancellation. You may cancel at any time. Cancellation takes effect at the end of the paid period; the Service remains available until then. We do not provide refunds for partial months, except where required by law or where we have failed to provide the Service.

Price changes. We will give at least 30 days' notice by email before a price change affects your subscription.

Introductory rates. Where a plan is offered at a founding or introductory rate, that rate applies while the original subscription remains continuously active and in good standing. Plan changes, cancellation, failed payment, promotional subscriptions, taxes, add-ons and future features are governed by the terms applicable at checkout.

8. Plan Limits And Usage

Each plan carries limits — connections, active DataFlows, runs per period, output rows per period, output rows in a single run, columns per export, schedule frequency, generated-file storage and retention. Limits are enforced as configured and are shown in the application.

What counts. A run is one completed execution of a DataFlow that produces an output or completes an enabled delivery. A scheduled run and a manual run each count as one. Downloading an existing file again does not. A preview does not. A run producing zero rows is one run and zero output rows. A failure caused by our infrastructure does not count.

An output row is one final row written to the generated file or sent through a delivery, after your filters, joins, mappings, formulas and formatting have been applied.

Allowances are shared. Runs and output rows are pooled across every DataFlow in the account, not assigned to each one. Allowances reset at the start of each billing period; unused amounts do not roll over.

Reaching a limit. We notify you as you approach one. When you reach it, new runs pause until the next reset or a qualifying upgrade — your saved DataFlows, history and files are untouched. We do not add automatic overage charges.

We never silently truncate. If a run would exceed a limit, it fails and tells you which limit and what to do about it. A short file that looks complete is worse than no file.

Measurement. Our systems of record determine usage. We may apply reasonable technical controls to prevent excessive, abusive or harmful consumption, and may pause or reject a run where a limit is reached, storage is insufficient, authorization is unavailable, a Third-Party Platform prevents processing, or continued processing could harm the Service.

9. Generated Files And Storage

Runs and output rows measure processing. Generated-file storage measures the files kept in the Service for later download or delivery. These are separate: an account can reach its storage limit while it still has runs and rows available.

Files are kept for the retention period your plan specifies and are then permanently deleted. Retention is shown against each file before it expires. Expired or deleted files cannot be recovered. Deleting a file does not delete the DataFlow that produced it or its run history.

You can delete generated files at any time, and your available storage increases when files expire or are deleted. When storage is full, runs that would produce a file are paused until you delete files, files expire, or you upgrade. We do not delete an unexpired file to make room.

File size and processing time depend on row count, column count, field lengths, formatting and output format. We do not guarantee a particular file size or processing duration. We may require a different output format, queue a run, or reject an output that exceeds technical or plan limits. Spreadsheet formats have their own fixed row limits, which we warn about before they are reached.

10. Acceptable Use

10.1 General. You agree not to:

• use the Service to access data you are not authorized to access;
• attempt to breach the isolation between accounts, or to access another customer's data;
• probe, scan or test the security of the Service except with our prior written permission;
• circumvent rate limits, plan limits or billing;
• share credentials, or operate one login as a shared account for several people;
• use the Service to send unsolicited email, or to distribute malware or unlawful content;
• resell or provide the Service to third parties as a service bureau without a written agreement with us;
• use the Service in violation of applicable law, including export control and data protection law.

We may suspend an account that presents a security risk, a legal risk, or a risk to the stability of the Service for others. Where practical we will tell you first, and we will restore access once the issue is resolved.

10.2 Restrictions On Use And Competitive Development. In this Section 10, "Kodavara Materials" means the Service and everything that makes it up other than your Customer Data, including its software, source code, interfaces, documentation, the templates we provide, proprietary configurations and non-public technical information; and "Outputs" means the files, exports and deliveries the Service produces from your Customer Data. Export definitions you build yourself are Customer Data, as Section 5 describes, and are not Kodavara Materials.

Except as expressly authorized by Kodavara in writing, you will not, and will not permit or assist any third party to:

1. reverse engineer, reverse assemble, reverse compile, decompile, disassemble, decode, translate, modify, or otherwise attempt to discover or derive any source code, object code, underlying structure, algorithms, models, workflows, architecture, methods, processes, data structures, schemas, prompts, business logic, or non-public component of the Service;
2. access, inspect, test, probe, monitor, copy, or analyze the Service for the purpose of building, training, improving, benchmarking, validating, or assisting with any product or service that reproduces, substitutes for, or competes with the Service;
3. use any artificial intelligence system, machine-learning model, autonomous agent, code-analysis tool, crawler, scraper, automated browser, or similar technology to:
   • (a) analyze, reconstruct, replicate, or derive the design, functionality, user experience, workflows, architecture, or business logic of the Service;
   • (b) extract source code, proprietary instructions, prompts, configuration information, schemas, metadata, or other non-public technical information;
   • (c) create training data, evaluation data, synthetic data, embeddings, or datasets derived from the Service for the purpose of developing or improving a competing or substantially similar product; or
   • (d) systematically generate, collect, or analyze the Service's responses, interface elements, or observed behavior in order to reproduce or approximate the operation of the Service;
4. use model-extraction, model-stealing, prompt-extraction, adversarial querying, repeated sampling, or similar techniques intended to discover, reproduce, or approximate any model, algorithm, rule set, prompt, configuration, or proprietary component used by the Service;
5. scrape, crawl, harvest, bulk-download, or otherwise extract data or content from the Service except through functionality, exports, APIs, or integrations that Kodavara expressly provides or authorizes;
6. circumvent or attempt to circumvent access controls, usage limits, rate limits, security controls, subscription restrictions, feature restrictions, account limitations, or other technical safeguards;
7. copy, frame, mirror, reproduce, modify, create derivative works from, distribute, sublicense, sell, resell, lease, commercially exploit, or make available any portion of the Kodavara Materials except as expressly permitted under these Terms; or
8. remove, obscure, or alter any copyright, trademark, attribution, confidentiality, or other proprietary-rights notice contained in the Service.

These restrictions apply whether the activity is performed manually, programmatically, through an automated process, or with the assistance of an artificial intelligence system.

Legal exception. The restrictions in this Section 10.2 apply only to the maximum extent permitted by applicable law. If applicable law gives you a right that cannot be waived to undertake an activity these restrictions would otherwise prohibit, you must give Kodavara reasonable advance written notice and sufficient information about the intended activity, unless applicable law prohibits that notice.

10.3 Your Customer Data And Outputs. Nothing in this Section 10 prohibits you from accessing, exporting, processing, analyzing, or using your Customer Data or your Outputs through functionality the Service makes available. You may use your Customer Data and Outputs with artificial intelligence or machine-learning tools at your discretion, subject to applicable law and any third-party rights or restrictions. That permission does not extend to Kodavara Materials.

10.4 Competitive Use. You may not access or use the Service primarily to evaluate, design, develop, improve, market, or provide a competing or substantially similar product or service. General market research, and evaluating the Service for legitimate purchasing or interoperability purposes, are permitted, provided they do not involve extraction, circumvention, copying, or misuse of Kodavara Materials that Section 10.2 prohibits.

11. Availability And Support

We aim to keep the Service available and to run scheduled work on time, but the Service is provided without a contractual uptime commitment unless you hold a separate written service level agreement with us. Scheduled runs may be delayed by capacity, by third-party rate limits, or by maintenance.

Support is provided by email at info@kodavara.com during ordinary business hours in the Pacific time zone. Where a plan states priority support, we aim to respond to those accounts first; this is a prioritisation, not a guaranteed response time, unless separately agreed in writing.

12. Retention And Deletion

Export files are retained for the period your plan specifies, after which they are permanently deleted from storage. Retention is shown against each file in the application before it expires.

If you cancel during a free trial, what happens to your account is described in Section 6.

You may request deletion of your account from the account settings. On confirmation we delete your account data, connections and export files. Records we must keep — billing records, and audit and security logs — are retained as described in the Privacy Policy.

13. Confidentiality

Each party may receive information the other treats as confidential. Each party will protect the other's confidential information with at least reasonable care and will use it only for the purposes of this agreement. This does not apply to information that is public, independently developed, or lawfully received from a third party, or where disclosure is legally required.

14. Intellectual Property

The Service — its software, design, templates and documentation — is owned by Kodavara and is licensed, not sold. These Terms grant no rights in Kodavara trademarks.

If you send us feedback or suggestions, we may use them without obligation to you. Feedback does not include your Customer Data.

15. Disclaimers

The Service is provided "as is" and "as available". To the fullest extent permitted by law, Kodavara disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

The Service prepares data; it does not audit it. Exports reflect the data in your connected workspace and the rules you configured, including any rounding you selected. You are responsible for reviewing output used for invoicing, payroll, tax, regulatory reporting or any other consequential purpose.

16. Limitation Of Liability

To the fullest extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or goodwill.
• Kodavara's total liability arising out of or relating to these Terms will not exceed the amounts you paid to Kodavara for the Service in the twelve months before the event giving rise to the claim, or one hundred US dollars if you have paid nothing.

These limits do not apply to your payment obligations, to either party's liability for fraud or wilful misconduct, or to anything else that cannot be limited by law.

17. Indemnity

You will defend and indemnify Kodavara against third-party claims arising from your Customer Data, your use of the Service in breach of these Terms, or your lack of authority to access a connected workspace. We will notify you of any such claim and let you control the defence, subject to our right to participate with our own counsel.

18. Changes To These Terms

We may update these Terms. Material changes take effect 30 days after we email account owners and publish the new version, which is issued with its own version number. The version in force when you accepted is recorded against your account, together with the exact text you were shown. Continuing to use the Service after a change takes effect means you accept the new version.

19. Term And Termination

These Terms run while you have an account. You may terminate by cancelling and deleting your account. We may terminate for material breach that remains uncured 30 days after written notice, or immediately for the risks described in Section 10.

On termination, your right to use the Service ends. Sections 5 (ownership), 10.2, 10.3, 10.4, 13, 14, 15, 16, 17, 20, 21 and 22 survive.

20. Governing Law

These Terms are governed by the laws of the State of Nevada, without regard to conflict of law rules. Where a dispute is not subject to arbitration under Section 21, the exclusive venue is the state and federal courts located in Clark County, Nevada, and both parties consent to that jurisdiction.

21. Dispute Resolution And Arbitration

Please read this section carefully. It affects how disputes are resolved, and it limits your right to a jury trial and to participate in a class action.

21.1 Talk to us first. Before starting arbitration or a lawsuit, send a written description of the dispute, what you want, and your account email to info@kodavara.com. We will do the same for any claim we have against you. Both parties will try in good faith to resolve it for 30 days from that notice. Many disputes end here, and this step is a condition of proceeding.

21.2 Binding arbitration. If the dispute is not resolved in those 30 days, any dispute arising out of or relating to these Terms or the Service — including its formation, breach, termination, enforceability, or the scope of this Section — will be resolved by final and binding arbitration, not in court, except as stated in Section 21.5.

21.3 How arbitration works. Arbitration is administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, or its Consumer Arbitration Rules where those apply, in force when the claim is filed. One arbitrator decides. The seat is Clark County, Nevada, but hearings may be held by telephone or videoconference, and if your claim is for US $25,000 or less you may choose to have it decided on documents alone, without any hearing. The arbitrator applies Nevada law, may award any relief a court could award to that individual party, and issues a written decision explaining the essential findings. Judgment on the award may be entered by any court with jurisdiction.

Fees. AAA's rules govern who pays filing and arbitration fees. Where you are a consumer bringing a claim, we will pay AAA's filing and arbitrator fees for claims under US $75,000 unless the arbitrator finds the claim frivolous. Each party otherwise bears its own legal costs, unless a statute or the arbitrator provides otherwise.

21.4 No class actions. Claims are brought only in an individual capacity, not as a plaintiff or class member in any class, collective, consolidated or representative proceeding, and the arbitrator may not consolidate claims or preside over any form of representative action. If this paragraph is found unenforceable as to a particular claim or request for relief, then that claim or request — and only that one — is severed from arbitration and brought in the courts named in Section 20, while everything else stays in arbitration.

21.5 What is not covered. Either party may, without waiving anything in this Section:

• bring an individual claim in small claims court, if it qualifies;
• seek injunctive or equitable relief in court to stop actual or threatened infringement or misuse of intellectual property or confidential information;
• bring an action to compel arbitration or enforce an award.

21.6 You can opt out. You may reject this arbitration agreement. Email info@kodavara.com with the subject "Arbitration Opt-Out", stating your account email and that you opt out, within 30 days of first accepting these Terms (or, if we later add or materially change this Section, within 30 days of that change taking effect). Opting out costs nothing, does not affect your account or your pricing in any way, and leaves Sections 20 and 21.1 in force — disputes then go to the Nevada courts named in Section 20. An opt-out applies only to the account that sent it.

21.7 Jury trial waiver. To the extent a dispute proceeds in court rather than arbitration, both parties waive any right to a jury trial.

21.8 Survival. This Section survives termination of these Terms and closure of your account.

22. General

Entire agreement. These Terms and the Privacy Policy are the entire agreement between the parties on this subject and supersede prior discussions.

Assignment. You may not assign these Terms without our written consent, except to a successor of your business. We may assign to an affiliate or to a successor in a merger or sale.

Severability. If a provision is unenforceable, the rest remains in force.

No waiver. Not enforcing a right is not a waiver of it.

Force majeure. Neither party is liable for delay caused by events beyond its reasonable control.

Notices. We give notice by email to the account owner. You give notice to info@kodavara.com.

Independence. Kodavara DataFlow is independently developed and is not affiliated with or endorsed by ClickUp.

Contact. KODAVARA LLC, Nevada, United States — info@kodavara.com.

Version 2.3 · effective 9/14/2026

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