Terms of Service

By creating an account or using any part of the Grovaly platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of a business, you represent that you have authority to bind that business to these Terms, and "you" refers to that business.

If you do not agree to these Terms, do not use the Service.

You must be at least 18 years old and have the legal capacity to enter into a binding contract to use the Service. The Service is intended for business owners, managers, and marketing professionals — not for consumers acting in a personal capacity.

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must immediately notify us at support@grovaly.com if you suspect any unauthorised access to your account.

You may not share your account credentials with others. Each paid seat is for one user. If you require multiple users, you must purchase additional seats or an appropriate plan.

We reserve the right to disable or terminate accounts that violate these Terms, are suspected of fraudulent activity, or have been inactive for more than 24 months.

Grovaly offers monthly and annual subscription plans. Pricing is displayed on our Pricing page and is subject to change with 30 days' notice.

**Free Trial:** New accounts receive a 14-day free trial with full platform access. No credit card is required to start the trial. At the end of the trial, your account will automatically downgrade to a limited free tier unless you add a payment method and subscribe.

**Billing:** Subscriptions are billed in advance on a monthly or annual basis. All fees are in USD and are non-refundable except as expressly stated in these Terms.

**Cancellation:** You may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of the current billing period. You will retain access to your plan until that date.

**Refunds:** We offer a 7-day money-back guarantee for first-time subscribers on monthly plans. Annual plan refunds are handled on a pro-rata basis within the first 14 days. After those periods, no refunds are issued.

**Late Payments:** If payment fails, we will retry up to three times over 7 days. If payment is not collected, your account will be downgraded. Outstanding balances accrue interest at 1.5% per month.

You agree not to use the Service to:

• Violate any applicable laws or regulations • Send unsolicited commercial messages (spam) to customers or third parties • Impersonate any person or entity or misrepresent your affiliation with any entity • Upload or transmit malicious code, viruses, or any software intended to disrupt or damage systems • Scrape, crawl, or extract data from the Service using automated means beyond what the API permits • Attempt to gain unauthorised access to any part of the Service or its connected systems • Generate fake reviews or engage in review manipulation of any kind — this violates platform policies (Google, Yelp, etc.) and is prohibited • Resell or sublicense the Service without our written permission

We reserve the right to suspend or terminate accounts engaging in prohibited activities without notice.

The Service integrates with Google Business Profile, Yelp, Facebook, TripAdvisor, and other third-party platforms ("Platforms"). Your use of these Platforms is subject to their respective terms of service. Grovaly is not affiliated with, endorsed by, or responsible for the actions or policies of any Platform.

You are solely responsible for ensuring that your use of Grovaly complies with each Platform's rules, including Google's review policies, Yelp's Terms of Service, and Meta's policies on automated content. Grovaly does not guarantee that any specific Platform integration will remain available and may modify or discontinue integrations at any time.

Grovaly uses artificial intelligence to generate review responses, business coach recommendations, GBP posts, social content, and other outputs ("AI Content"). You acknowledge that:

• AI Content is provided for suggestion purposes only. You are responsible for reviewing and approving any AI Content before publishing or acting on it. • AI Content may contain inaccuracies, errors, or content that does not reflect your business accurately. Grovaly is not liable for any consequences arising from publishing AI Content without review. • You retain full ownership of any AI Content generated using your business data within the platform. • You grant Grovaly a limited licence to use aggregated, anonymised outputs to improve our AI models.

**Grovaly's IP:** All software, technology, trademarks, logos, designs, and content comprising the Service are owned by Grovaly Inc. or its licensors. Nothing in these Terms grants you any right, title, or interest in any of Grovaly's intellectual property.

**Your Data:** You retain full ownership of your business data, customer data, and any content you upload to the Service. You grant Grovaly a limited, non-exclusive, royalty-free licence to process your data solely to provide the Service.

**Feedback:** If you submit ideas, suggestions, or feedback about the Service, you grant Grovaly an irrevocable, perpetual, royalty-free licence to use, modify, and incorporate that feedback into the Service without compensation to you.

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the data practices described in the Privacy Policy.

If you process personal data of your customers through Grovaly (e.g. customer names, phone numbers for review requests), you are the data controller and Grovaly is the data processor. We will process such data only on your instructions and in accordance with applicable data protection laws.

Each party may have access to confidential information of the other party. Both parties agree to keep such information confidential and not to disclose it to third parties, except as required by law or with the other party's prior written consent. This obligation survives termination of these Terms for a period of 3 years.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Grovaly does not warrant that: • The Service will be uninterrupted, error-free, or secure at all times • Any review monitoring will capture 100% of reviews posted about your business • AI-generated content will be accurate, appropriate, or suitable for your specific use • Local SEO improvements will result in specific ranking changes on any search engine • The Loyalty Program will achieve any specific customer retention or revenue outcome

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GROVALY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO GROVALY IN THE 3 MONTHS PRECEDING THE CLAIM, OR (B) $100 USD.

IN NO EVENT WILL GROVALY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF GROVALY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You agree to indemnify, defend, and hold harmless Grovaly, its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, or expenses (including reasonable legal fees) arising out of or relating to your violation of these Terms, your use of the Service, your business data, or your violation of any third-party rights.

These Terms remain in effect for as long as you use the Service. Either party may terminate at any time.

Upon termination, your right to access the Service ceases immediately. We will provide you with 30 days to export your data before it is permanently deleted. Sections 8, 11, 12, 13, and 15 of these Terms survive termination.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law provisions.

Any dispute arising out of or in connection with these Terms or the Service will first be submitted to good-faith negotiation. If not resolved within 30 days, disputes will be settled by binding arbitration under the rules of the ADR Institute of Canada, conducted in Toronto, Ontario, in English.

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

**No Class Action Waiver:** TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If a court or arbitrator determines that this class action waiver is unenforceable for any reason, then the arbitration provision will not apply and the dispute will be resolved in a court of competent jurisdiction.

**Jury Trial Waiver:** TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY LITIGATION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

Neither party will be liable for any failure or delay in performance under these Terms caused by circumstances beyond that party's reasonable control, including but not limited to: acts of God, natural disasters, pandemic, epidemic, war, terrorism, civil unrest, government actions, internet or utility outages, third-party platform outages (e.g. Google API downtime), cyberattacks, or labour disputes ("Force Majeure Event").

The affected party must promptly notify the other party in writing of the Force Majeure Event and use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate the affected subscription without penalty, and Grovaly will issue a pro-rata refund for any pre-paid unused subscription period.

Grovaly targets 99.9% monthly uptime for the core platform ("Uptime Commitment"), excluding scheduled maintenance windows (announced at least 48 hours in advance), Force Majeure Events, and outages caused by third-party platforms (Google, Meta, Yelp, etc.) outside our control.

**Uptime calculation:** Uptime % = ((total minutes in month − downtime minutes) / total minutes in month) × 100. Downtime is measured from the time you submit a support ticket or we detect the outage, whichever is earlier.

**Service credits:** If monthly uptime falls below 99.9%, you are entitled to the following service credits applied to your next billing cycle: • 99.0% – 99.9%: 10% credit of monthly fee • 95.0% – 98.9%: 25% credit of monthly fee • Below 95.0%: 50% credit of monthly fee

Service credits are your sole remedy for SLA breaches. Credits must be requested within 30 days of the incident by emailing support@grovaly.com with the subject "SLA Credit Request". Credits do not apply to free trial periods or downgraded accounts.

Grovaly may make certain features available to you on a beta or early-access basis ("Beta Features"). Beta Features are provided "as is" without any warranty or SLA commitment. They may contain bugs, be incomplete, or be discontinued at any time without notice.

By using Beta Features, you acknowledge that: (a) Beta Features may not perform as expected; (b) your data associated with Beta Features may be lost or corrupted if the feature is discontinued; (c) Grovaly is not liable for any losses arising from your use of Beta Features; (d) feedback you provide on Beta Features may be used by Grovaly to improve its products without compensation to you.

Beta Features are clearly labelled with a "Beta" badge in the dashboard.

We may update these Terms from time to time. When we make material changes, we will notify you via email and in-app notification at least 14 days before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

If you do not agree to the updated Terms, you must stop using the Service and cancel your subscription before the effective date.

**Entire Agreement:** These Terms, together with the Privacy Policy and any order forms or plan descriptions, constitute the entire agreement between you and Grovaly regarding the Service.

**Severability:** If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

**Waiver:** Our failure to enforce any provision of these Terms is not a waiver of our right to enforce it in the future.

**Assignment:** You may not assign these Terms or any rights hereunder without our prior written consent. Grovaly may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

For questions about these Terms, contact us at: