TERMS OF USE

TERMS OF USE OF THE WEBSITE

Effective Date: August 9, 2026

1. Overview and Acceptance

1.1 Scope

These Terms of Use (the “Terms”) govern your access to and use of the website at www.bythegraceofcode.com and any subdomains (collectively, the “Website”), including any content, materials, demonstrations, concepts, descriptions, graphics, videos, presentations, and other information made available through the Website.

By the Grace of Code L.L.C. (the “Company,” “we,” “us,” or “our”) is a Wyoming limited liability company formed in 2024.

The Website is primarily informational and may be used to communicate information about the Company, its business, its vision, and products, services, technologies, applications, artificial intelligence (“AI”) use cases, and other initiatives that the Company is considering, planning, researching, designing, or developing.

1.2 Application of Terms

These Terms apply to your access to and use of the Website. Please read them carefully before using the Website. If you do not agree to these Terms or our Privacy Policy, you should not use the Website.

1.3 Modifications

We may modify these Terms from time to time by posting updated Terms on the Website and updating the “Effective Date” above. Your continued use of the Website after updated Terms become effective constitutes your acceptance of them.

2. Purpose of the Website

2.1 Informational Website

The Website is intended to provide information about the Company and its business plans, concepts, research, designs, technologies, prospective products and services, potential AI applications, and other current or contemplated initiatives.

The Website may be viewed by prospective investors, business partners, advisors, potential employees, members of the media, customers, and other interested persons.

Unless expressly stated otherwise, the Website does not itself provide access to an operational AI product, AI service, software application, wearable device, or other commercial product or service.

2.2 Planned and Prospective AI Use Cases

The Company is exploring and planning potential uses of AI technology in connection with various prospective products, services, applications, experiences, and business initiatives.

The Website may describe, illustrate, demonstrate, or discuss such contemplated AI use cases. These materials are intended to communicate the Company’s present vision and plans and may include conceptual descriptions of how future technologies or products could operate.

Unless the Company expressly identifies a particular product, service, feature, or capability as currently available, references on the Website to AI-enabled functionality or other prospective technology should be understood as referring to planned, proposed, conceptual, developmental, experimental, or anticipated functionality, rather than functionality currently deployed or commercially available.

2.3 No Representation of Current Availability

Descriptions, illustrations, demonstrations, mockups, prototypes, screenshots, diagrams, specifications, product names, feature descriptions, roadmaps, or other materials appearing on the Website do not constitute a representation or warranty that any particular product, service, feature, technology, or capability:

* currently exists in a completed or commercially deployable form;

* is currently available to customers or other users;

* has completed development or testing;

* will operate in the manner described;

* will achieve any particular performance level or result;

* has received any regulatory approval that may be required;

* will be introduced or commercialized; or

* will be introduced within any particular timeframe.

2.4 Future Development

The Company’s plans are subject to change.

Products, services, technologies, AI capabilities, features, designs, specifications, business models, pricing models, commercialization strategies, timelines, and other initiatives described on the Website may be modified, delayed, discontinued, replaced, or never developed or commercialized.

The Company has no obligation to develop, launch, commercialize, or continue any particular product, service, feature, technology, or initiative described on the Website unless the Company separately enters into a binding written agreement expressly providing otherwise.

2.5 AI Technology

The Company believes AI technologies may support future products, services, and experiences and may describe prospective applications of such technologies on the Website.

Any discussion of AI functionality is provided for informational purposes and to describe the Company’s contemplated direction. Such descriptions should not be interpreted as a representation that the Company currently operates or offers the described AI functionality.

The technologies, technical architectures, models, vendors, service providers, infrastructure, and implementation methods ultimately used by the Company may differ materially from those contemplated during planning and development.

2.6 No Reliance on Demonstrations or Concepts

Conceptual demonstrations, prototypes, mockups, simulations, illustrative conversations, sample outputs, visualizations, videos, animations, or other representations of contemplated functionality are provided solely to illustrate concepts.

They may not reflect the functionality, appearance, performance, accuracy, availability, or characteristics of any future product or service.

You should not rely upon such materials as a promise, guarantee, specification, or commitment regarding future products, services, technologies, or capabilities.

3. Eligibility

3.1 Adult Users

The Website is intended for persons who are at least 18 years old.

By using the Website, you represent that you are at least 18 years old and have the legal capacity to agree to these Terms.

3.2 No Services for Minors

The Company does not knowingly offer through the Website any product or service directed to children under 18.

4. Geographic Scope

4.1 United States

The Website is operated by a Wyoming limited liability company from the United States.

The Company makes no representation that the Website or its content is appropriate, lawful, or available for use in every jurisdiction.

4.2 Access Outside the United States

Persons who access the Website from outside the United States do so on their own initiative and are responsible for compliance with applicable local laws.

The availability of the Website in a particular jurisdiction does not constitute an offer by the Company to provide products or services in that jurisdiction.

5. Website Access and Acceptable Use

5.1 Limited Right to Use the Website

Subject to these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Website for lawful informational purposes.

No ownership interest in the Website or its content is transferred to you.

5.2 Your Responsibilities

You agree to:

* use the Website only for lawful purposes;

* comply with these Terms and applicable laws;

* avoid interfering with the operation or security of the Website; and

* avoid using the Website in a manner that infringes the rights of the Company or any third party.

5.3 Suspension or Termination

We may restrict, suspend, or terminate access to the Website where we reasonably believe a visitor has violated these Terms, interfered with the Website, engaged in unlawful activity, or created a security or operational risk.

5.4 Feedback

If you voluntarily provide the Company with feedback, suggestions, concepts, recommendations, or ideas concerning the Website or the Company’s contemplated products, services, technologies, or business, you grant the Company a non-exclusive, perpetual, irrevocable, worldwide, royalty-free right and license to use, reproduce, modify, develop, commercialize, and otherwise use that feedback for any lawful purpose without compensation or obligation to you.

Do not submit confidential or proprietary information as feedback unless the Company has separately agreed in writing to receive such information on a confidential basis.

6. Forward-Looking and Prospective Information

6.1 Forward-Looking Information

The Website may contain statements concerning anticipated or potential future events, products, technologies, capabilities, strategies, markets, opportunities, business models, partnerships, financial performance, development plans, commercialization plans, or other future matters.

Such statements are inherently uncertain and are based on assumptions, expectations, plans, and information available to the Company when the statements are made.

Actual events, developments, results, products, capabilities, or outcomes may differ materially from those described or anticipated.

6.2 No Guarantee of Future Results

Nothing on the Website constitutes a guarantee that the Company will successfully develop, launch, commercialize, finance, market, manufacture, distribute, or operate any contemplated product, service, technology, AI capability, application, wearable, or other initiative.

Development-stage businesses and emerging technologies involve substantial uncertainties and risks.

6.3 Information May Change

Information concerning the Company’s plans, strategies, product concepts, technology, personnel, markets, financing, operations, or other matters may become outdated.

Except as required by applicable law, the Company undertakes no obligation to update information on the Website to reflect subsequent developments.

6.4 No Securities Offering

Nothing on the Website is intended to constitute an offer to sell or a solicitation of an offer to purchase any security. Any offer or sale of securities by the Company, if made, will be made through separate offering materials and in accordance with applicable law.

6.5 No Professional Advice

Nothing on the Website is intended to constitute investment, financial, legal, tax, or other professional advice. Website content is provided for general informational purposes and should not be relied upon as a substitute for advice from appropriately qualified professionals.

7. Prohibited Uses

You may not:

* use the Website in violation of any applicable law or regulation;

* infringe or violate the intellectual property, privacy, publicity, contractual, or other rights of the Company or any third party;

* attempt to gain unauthorized access to the Website, servers, networks, systems, or data;

* introduce viruses, malware, malicious code, or other harmful technology;

* interfere with or disrupt the operation, availability, integrity, or security of the Website;

* impersonate another person or misrepresent your affiliation with any person or entity;

* use the Website to engage in fraud, deception, harassment, threats, or other unlawful conduct;

* use automated scraping, crawling, extraction, or data-harvesting technologies to access or copy Website content without our prior written permission;

* reverse engineer, decompile, disassemble, or attempt to derive source code from any Website software except to the extent such restriction is prohibited by applicable law; or

* use Company content, data, materials, designs, or other intellectual property to train, develop, improve, or evaluate an artificial intelligence or machine-learning model without our prior written permission.

We may restrict or terminate access to the Website for conduct that violates these Terms.

8. Privacy

Our collection, use, and disclosure of personal information associated with the Website are described in our Privacy Policy, available at bythegraceofcode.com/privacy-policy, which is incorporated by reference into these Terms.

You should review the Privacy Policy carefully.

The Website may use third-party hosting, analytics, security, communications, content-delivery, or other technology providers. Information processed through those services may also be subject to the applicable providers’ terms and privacy practices.

9. Intellectual Property

9.1 Website Content

Except where otherwise indicated, the Website and the content and materials made available through it—including text, graphics, photographs, images, videos, audio, designs, illustrations, interfaces, software, code, concepts, presentations, diagrams, product designs, logos, trademarks, service marks, and other materials—are protected by applicable intellectual property laws.

Rights in such materials are held by the Company, its licensors, or other applicable rights holders.

9.2 Restrictions

Except with our prior written permission or as expressly permitted by applicable law, you may not:

* copy, reproduce, modify, publish, distribute, display, transmit, sell, license, or commercially exploit Website content;

* use the Company’s trademarks, service marks, logos, product names, or branding;

* remove or modify copyright, trademark, or other proprietary notices; or

* create derivative works based on protected Website materials.

9.3 AI-Related Content

The Company may use AI-assisted tools in its internal creative, research, design, development, or content-production processes.

The presence of descriptions, illustrations, or demonstrations involving AI on the Website does not mean that an AI-enabled product or service is currently available to Website visitors.

Where appropriate, the Company may identify particular content as AI-generated or AI-assisted.

9.4 Technical Restrictions

You may not:

* use robots, spiders, scrapers, automated agents, or similar technologies to access the Website without our prior written permission;

* attempt to circumvent Website security or access controls;

* attempt to discover non-public source code, systems, models, algorithms, prompts, technical configurations, or other proprietary technology; or

* take actions that impose an unreasonable or disproportionately large load on the Website or its infrastructure.

10. Third-Party Websites and Services

The Website may contain links to third-party websites, applications, platforms, publications, resources, or services.

Such links are provided for informational or convenience purposes only. Unless expressly stated otherwise, the inclusion of a link does not imply that the Company endorses, sponsors, controls, or is affiliated with the third party.

The Company is not responsible for third-party content, availability, security, products, services, representations, privacy practices, or terms.

Your interactions with third-party websites and services are governed by the terms and policies of those third parties.

11. Disclaimers

11.1 Website Provided “As Is”

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS, CONCEPTS, DEMONSTRATIONS, AND OTHER MATERIALS AVAILABLE THROUGH IT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY.

THE COMPANY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, INCLUDING WARRANTIES OF:

* MERCHANTABILITY;

* FITNESS FOR A PARTICULAR PURPOSE;

* TITLE;

* NON-INFRINGEMENT;

* ACCURACY;

* COMPLETENESS;

* RELIABILITY; AND

* AVAILABILITY.

11.2 No Warranty Concerning Future Products or Technology

The Company makes no warranty or representation that any planned, contemplated, developmental, conceptual, or prospective product, service, technology, AI capability, feature, application, wearable, or other initiative described on the Website will:

* be developed;

* be completed;

* become commercially available;

* receive necessary approvals;

* operate as contemplated;

* meet any stated specification;

* achieve any particular result;

* be introduced according to any stated or anticipated schedule; or

* remain materially unchanged from the concepts described on the Website.

12. Limitation of Liability

12.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS OWNERS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO:

* your access to or use of the Website;

* your inability to access or use the Website;

* your reliance upon information appearing on the Website;

* any errors, omissions, interruptions, or inaccuracies;

* third-party websites or services; or

* any planned, prospective, conceptual, or developmental product, service, technology, or initiative described on the Website,

even if advised of the possibility of such damages.

12.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE WEBSITE OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

12.3 Jurisdictional Limitations

Some jurisdictions do not allow certain warranty disclaimers, damage exclusions, or limitations of liability. Where such restrictions apply, the Company’s liability will be limited to the fullest extent permitted by applicable law.

12.4 Website Discontinuation

Your sole remedy for dissatisfaction with the Website is to discontinue using it, except to the extent applicable law provides otherwise.

13. Indemnification

13.1 Your Obligation

To the extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Company and its owners, members, managers, officers, employees, contractors, agents, and licensors from and against claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

* your misuse of the Website;

* your violation of these Terms;

* your violation of applicable law; or

* your violation of third-party rights.

13.2 Carve-Out

Your obligations under Section 13.1 do not apply to the extent a claim, liability, damage, loss, or expense results from the Company’s gross negligence, willful misconduct, or fraud.

14. Export Controls and Sanctions

You may not access or use the Website in violation of applicable export-control, economic-sanctions, or trade laws.

You represent that your use of the Website is not prohibited under applicable United States sanctions or export-control laws.

15. Changes to or Discontinuation of the Website

15.1 Changes

We may modify, update, suspend, restrict, or discontinue any portion of the Website or its content at any time, with or without notice.

15.2 No Obligation to Maintain Content

The Company has no obligation to continue publishing any particular information, product concept, roadmap, demonstration, technology description, or other material.

15.3 Survival

Provisions that by their nature should survive termination or discontinuation of Website access—including provisions concerning intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, and miscellaneous provisions—will survive.

16. Dispute Resolution — Arbitration and Class Waiver

16.1 Governing Law

These Terms and any dispute arising out of or relating to them or the Website are governed by the laws of the State of Wyoming, without regard to conflict-of-law principles.

16.2 Agreement to Arbitrate

You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Website, or your relationship with the Company concerning the Website (a “Dispute”) will be resolved through binding individual arbitration rather than in court, except as provided in Section 16.3.

Arbitration will be administered by the American Arbitration Association (“AAA”) under its applicable Consumer Arbitration Rules, as modified by these Terms. Arbitration will be conducted in Sheridan, Wyoming, although either party may elect to participate remotely to the extent permitted by the applicable rules.

16.3 Small-Claims Carve-Out

Either party may bring a qualifying Dispute in small-claims court.

16.4 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE COMPANY AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

The arbitrator may not consolidate claims of more than one person or preside over a class or representative proceeding except to the extent applicable law requires otherwise.

16.5 Severability of Class Waiver

If the class-action waiver in Section 16.4 is determined to be unenforceable with respect to a particular claim, that claim will be severed from arbitration and heard in the court forum specified in Section 16.7, while the remainder of the arbitration agreement will remain effective to the extent permitted by law.

16.6 Opt-Out Right

You may opt out of the arbitration agreement and class-action waiver in Sections 16.2 and 16.4 by sending written notice to the address provided in Section 18 within thirty (30) days after you first become bound by these Terms.

The notice must include your name, the date you first became bound by these Terms, and a clear statement that you are opting out of arbitration.

16.7 Court Forum

For any Dispute not subject to arbitration under this Section 16, the parties consent to the jurisdiction of the appropriate state or federal courts located in Wyoming, subject to any applicable legal requirements concerning jurisdiction and venue.

16.8 Fees and Costs

Arbitration fees and costs will be allocated in accordance with the applicable AAA rules and applicable law.

17. Miscellaneous

17.1 Entire Agreement

These Terms and our Privacy Policy constitute the entire agreement between you and the Company concerning your use of the Website, except where the Company and you have entered into a separate written agreement governing a particular matter.

Nothing in these Terms replaces or modifies the terms of any separate securities offering documents, nondisclosure agreement, investment agreement, employment agreement, commercial agreement, or other written agreement entered into by the Company.

17.2 Severability

If any provision of these Terms is determined to be invalid or unenforceable, it will be reformed to the minimum extent necessary to make it enforceable where permitted by law or otherwise severed, and the remaining provisions will remain in effect.

17.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

17.4 Assignment

You may not assign or transfer these Terms without our prior written consent.

We may assign or transfer these Terms in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, or other transaction or by operation of law.

17.5 Electronic Notices

Where legally permissible, we may provide notices concerning the Website or these Terms electronically, including by posting notices on the Website.

17.6 Force Majeure

The Company will not be liable for delays, interruptions, or failures resulting from circumstances beyond its reasonable control, including natural disasters, acts of government, war, terrorism, civil disturbances, labor disputes, power failures, telecommunications failures, cyber incidents, infrastructure failures, or failures or disruptions involving third-party service providers.

18. Contact

Questions concerning these Terms may be directed to:

By the Grace of Code L.L.C.

30 N Gould St, Suite N

Sheridan, WY 82801

19. Copyright Complaints and DMCA Procedures

19.1 Designated Copyright Agent

The Company has designated an agent with the United States Copyright Office to receive notifications of claimed copyright infringement under the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512.

Notices of claimed infringement should be submitted in writing to:

James Billetz, Designated Copyright Agent

By the Grace of Code L.L.C.

30 N Gould St, Suite N

Sheridan, WY 82801

DMCA Registration No. DMCA-1071752

Current contact information for the Designated Copyright Agent, including any current email address and telephone number, is available through the U.S. Copyright Office’s public DMCA Agent Directory.

19.2 Notice of Claimed Infringement

If you believe that material available on or through the Website infringes a copyright you own or control, you may notify the Designated Copyright Agent by sending a written notice that includes:

* your physical or electronic signature;

* identification of the copyrighted work you believe has been infringed;

* identification of the material you believe is infringing and enough information to permit the Company to locate it on the Website;

* your contact information, including your name, address, telephone number, and email address;

* a statement that you have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and

* a statement that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

The Company will respond to properly submitted notices in accordance with applicable law.

19.3 Counter-Notice Procedure

If you believe that material you posted was removed or disabled in error as a result of a DMCA notice, you may submit a written counter-notice to the Designated Copyright Agent at the address above.

Your counter-notice should include:

* your physical or electronic signature;

* identification of the material that was removed or disabled and the location at which it appeared before removal or disablement;

* a statement under penalty of perjury that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification;

* your name, address, and telephone number;

* a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located or, if your address is outside the United States, for any judicial district in which the Company may be found; and

* a statement that you will accept service of process from the party who submitted the original DMCA notice or that party’s agent.

Upon receipt of a valid counter-notice, the Company will follow the procedures required by applicable law.

19.4 Repeat Infringer Policy

The Company may terminate, in appropriate circumstances, access by persons determined to be repeat infringers of the copyright rights of others.

19.5 False Notices

Persons who knowingly materially misrepresent that material is infringing, or that material was removed or disabled by mistake or misidentification, may be subject to liability under applicable law, including 17 U.S.C. § 512(f).

20. Privacy Policy

Our collection, use, and disclosure of personal information are described in our Privacy Policy, available at bythegraceofcode.com/privacy-policy.

The Privacy Policy is incorporated by reference into these Terms.

21. Trademarks and Company Names

APPS, WEARABLES, and other names, marks, logos, slogans, designs, or branding displayed on the Website may be trademarks, service marks, product names, project names, or other intellectual property of By the Grace of Code L.L.C.

References to a product name, service name, application, technology, or product family do not necessarily indicate that the referenced product or service is currently commercially available.

The Company reserves all rights it may have in its trademarks, service marks, trade names, logos, branding, product names, and other intellectual property, including rights associated with names or marks used in prior or developmental iterations of its contemplated offerings.

Third-party trademarks, service marks, trade names, and logos appearing on the Website are the property of their respective owners. Reference to a third party or its intellectual property does not, by itself, imply sponsorship, endorsement, partnership, affiliation, or approval.

//END TERMS OF USE//