Terms and Conditions

Grovity Services LLC ("Grovity") is a technology company incorporated in the State of Florida, United States, that provides an enterprise platform for the design, deployment, governance, and continuous improvement of AI-powered digital workforces ("AI Employees" or "AI agents") that execute conversational and operational business processes across the customer journey.

Grovity provides its services worldwide through a single contracting entity, Grovity Services LLC. Each service relationship is governed by these Terms and by any specific written agreement signed with Grovity Services LLC.

Grovity provides cloud-based software services (SaaS) through its platform, applications, APIs, and official channels (the "Platform"), including tools for designing, deploying, orchestrating, and supervising AI agents across web, messaging, voice, and other supported channels, together with related updates, integrations, and complementary services.

Available features may vary according to the subscribed plan, the User's configuration, the country of billing, and the third-party integrations enabled. Certain modules may be subject to specific conditions, usage limits, or additional fees, which will be disclosed in advance.

Functional descriptions on the Platform, in technical documentation, or in informational materials are descriptive. Grovity may reasonably update, add, modify, or remove features to improve the service, maintain security standards, comply with regulations, or adapt to technological or provider changes, without implying any guarantee of specific commercial results.

These Terms and Conditions (the "Terms") are a legally binding agreement between Grovity and the user (the "User", "Client", "you", or "your").

BY ACCESSING, USING, OR PURCHASING ANY OF THE SERVICES DESCRIBED IN THIS DOCUMENT, THE USER EXPRESSLY AGREES TO AND ACCEPTS THESE TERMS.

Grovity may modify these Terms to reflect regulatory changes, security updates, service improvements, or operational adjustments.

• Non-material changes (formatting, clarifications, drafting improvements, or updates that do not materially affect rights or obligations) take effect upon publication.
• Material changes (to pricing, payment terms, processing of personal data, scope of licenses, or limitations of liability) will be notified at least thirty (30) calendar days in advance by email and/or a prominent notice on the Platform, and will apply from the indicated date and, at the earliest, from the next billing cycle.

If applicable law requires the User's express consent for a change related to personal data, Grovity will request it before applying the change. If the User does not agree with a material change, it may terminate the service before the effective date. Continued use after the effective date constitutes acceptance, except where the law requires express consent.

These Terms apply to the use of the Platform and its services. In the event of conflict between these Terms and an individual signed agreement, the agreement prevails with respect to the services it governs, as set out in Section 13.4.

The following documents form part of these Terms and are published at https://www.grovity.ai/trust:

• Privacy Agreement
• Data Processing Addendum (DPA)
• Service Level Agreement (SLA)
• Acceptable Use Policy
• Description of the Security of the Services
• Health Data Addendum (applicable when the Services are used in connection with health-related activities)
• Subprocessors list

The Privacy Agreement explains how Grovity collects, uses, and protects personal information, including region-specific provisions for the United States, the European Union and EEA, Colombia, Brazil, Mexico, Costa Rica, Guatemala, and Jamaica.

The Services are intended for businesses and professionals. Users must be at least 18 years old or of legal age in their country of residence, and have full legal capacity to accept these Terms.

A User who accepts these Terms on behalf of a company or organization represents and warrants that it has the authority to bind that entity. Grovity may request documentation verifying that authority and confirming that the entity is not subject to sanctions or export restrictions that would prevent the use of the Services.

Access to the Services is prohibited for any User who:

• Is included on international sanctions lists, such as those maintained by the U.S. Office of Foreign Assets Control (OFAC), the United Nations, or the European Union.
• Has previously committed fraud, misuse, or another serious violation of Grovity's Terms.
• Acts in violation of applicable laws, including those related to privacy, international trade, intellectual property, or the policies of integrated platforms (such as the Meta Business Platform Terms and the rules of payment networks and financial institutions).

To access the Services, the User must create an account with true, accurate, current, and complete information, including full legal name, email address, password, and phone number, and keep it up to date. Grovity may verify this information. Providing false information is a material breach of these Terms. The User may not create multiple accounts to circumvent technical, commercial, or usage restrictions without Grovity's written authorization.

The User is responsible for keeping its credentials (including passwords, API tokens, and other authentication mechanisms) confidential and secure, for enabling multi-factor authentication for its users, and for notifying Grovity promptly of any loss, theft, or suspected misuse. All activity carried out through the account is presumed to be authorized by the User until Grovity is notified of unauthorized access. Credentials may not be shared with third parties.

Grovity may suspend access to the account in the event of: (i) non-payment; (ii) breach of these Terms or the Acceptable Use Policy; (iii) fraud, misuse, or a security risk; or (iv) requirements of regulators, courts, or platform providers (including Meta and payment networks).

When reasonably possible, Grovity will notify the User of the reason, scope, and actions required to restore the service. Grovity may omit details whose disclosure could compromise security, investigations, legal compliance, or the rights of third parties.

If the User does not remedy the breach within the applicable period, Grovity may terminate the account. Before deleting data, Grovity will keep it available for export in accordance with Section 11.6, unless prohibited by law or a security risk prevents it.

Once an account has been deleted from active systems, encrypted backup copies may remain in the storage of authorized cloud providers for up to thirty (30) calendar days, solely for disaster recovery, after which they are overwritten or deleted and cannot be recovered.

Credit for suspension attributable to Grovity. If the service remains suspended or materially unusable for causes directly and exclusively attributable to Grovity, Grovity will grant a proportional credit for the full calendar days affected, applied to the next invoice. The credit applies only to recurring plan charges, not to taxes, telecommunications surcharges, consumption already incurred, or third-party costs. The User must request it in writing within thirty (30) calendar days and be current on undisputed payments. Service credits for availability are governed by the SLA.

The User will use the Services ethically, responsibly, and in compliance with these Terms, applicable law, the Acceptable Use Policy, and the policies of any third-party platform connected to the Services (including the Meta Business Platform Terms, the WhatsApp Business Solution Terms, the rules of Visa, Mastercard, and other payment networks, and the policies of integrated financial partners). In particular, the User will:

• Not use the Services for illegal, fraudulent, or unauthorized purposes, or in violation of third-party rights.
• Not reproduce, distribute, or exploit Grovity's intellectual property without authorization.
• Not share, sublicense, or resell the Services without Grovity's prior written authorization.
• Promptly notify Grovity of any unauthorized or suspicious use of its account.
• Cooperate reasonably with investigations or requests from competent authorities or partner platforms related to its use of the Services.

The User may authorize its employees and contractors ("Authorized Users") to use the Services within the scope of the subscribed plan and is responsible for their compliance with these Terms.

Grovity will:

• Provide the Services in accordance with industry practice and the applicable technical documentation.
• Implement and maintain the security measures described in the Description of the Security of the Services, designed with reference to the SOC 2 Trust Services Criteria and ISO/IEC 27001, to protect the User's information against unauthorized access, loss, or alteration.
• Inform the User in advance, to the extent possible, of important updates or technical changes to the Services.
• Act as Data Processor for personal data processed on the User's behalf, in accordance with the DPA.
• Notify the User of any security incident that affects or may affect personal data processed on its behalf without undue delay and, in any case, within seventy-two (72) hours of becoming reasonably aware of it, including, to the extent available: (i) the nature of the incident; (ii) the categories of data affected; (iii) the known or suspected causes; (iv) the containment measures taken; and (v) the corrective actions implemented or planned.

Services labeled "Alpha" or "Beta" are experimental, are provided "AS IS", are excluded from the SLA, and may be suspended or discontinued at any time. Grovity is not liable for failures or interruptions of these services.

Grovity is not responsible for the content or practices of third-party websites linked from its platforms, and including a link does not imply endorsement.

Grovity may suspend access to the Services in the event of: (i) violation of these Terms or the Acceptable Use Policy; (ii) unauthorized use, abuse, or fraud; (iii) inactivity for ninety (90) consecutive calendar days without an active plan or balance; (iv) security incidents or regulatory requirements; or (v) instructions from regulators, courts, or partner platforms.

Grovity will notify the User when reasonably possible, explaining the reason and the steps required for reactivation. In cases of remediable breach, the User will have seven (7) business days from notification to remedy it, unless the severity of the situation requires immediate action.

• Grovity: retains exclusive ownership of the Platform, models, algorithms, architecture, base configurations, integrations, improvements, and developments, as well as its methodologies, prompt frameworks, agent orchestration logic, and know-how.
• User: retains ownership of its Content (data, text, instructions, files) and owns the outputs generated for its account ("Results"), to the extent permitted by law.
• No transfer: ownership of Results does not grant any right to Grovity's models, code, architecture, or trade secrets.
• Similar results: due to the nature of AI, identical or similar Results may be generated for other users.

AI Results are probabilistic and may contain errors, inaccuracies, or unexpected interpretations. Results are automatically generated recommendations, not definitive instructions or professional advice. The User is responsible for supervising its AI agents, validating Results before relying on them, and exercising human judgment before making any decision based on them. Grovity is not responsible for decisions made by the User or its end users based on Results. Grovity's liability related to Results is subject to Section 9.3.

The User will use the AI tools only for lawful and legitimate purposes and will configure its AI agents in accordance with the Acceptable Use Policy, including informing end users that they are interacting with an AI system. Generating harmful, misleading, discriminatory, or deceptive content, violating the policies of integrated providers, market manipulation, social engineering, and impersonation are prohibited. Grovity may monitor the use of its AI tools, automatically or manually, to verify compliance with these Terms and may suspend the Services in the event of a breach.

Grovity may use information derived from the use of the Platform to operate and improve the Service only in aggregated, anonymized, or de-identified form, and will not use identifiable personal data of the User or of data subjects to improve, train, or tune models without the User's express consent. Sensitive data and Health Data are excluded from any improvement use, even in de-identified form.

When the Service uses third-party AI providers, Grovity contracts enterprise terms under which Client Content and Results are not used to train those providers' models.

The Services are a general-purpose platform. They are not a medical device, clinical decision-support system, or electronic health record, and do not provide medical, legal, financial, or other professional advice. Use of the Services in connection with health-related activities is subject to the Health Data Addendum. Protected Health Information under HIPAA may only be processed under a Business Associate Agreement executed with Grovity. The User is responsible for complying with the regulations of its sector, including those applicable to health, financial services, insurance, and telecommunications.

Grovity retains all rights, title, and interest in its services, including software, algorithms, agent architectures, integration workflows, prompt frameworks, databases, interfaces, designs, content, trademarks (including the name and logo "Grovity"), trade names, and domains.

The User receives a limited, non-exclusive, non-transferable, revocable license to access and use the Services in accordance with these Terms. Unless authorized in writing by Grovity, the User may not: reproduce, modify, distribute, commercialize, or create derivative works of the Services; use Grovity's trademarks in connection with third-party products or in a confusing manner; or reverse engineer, decompile, or attempt to derive the source code of the Services, except where permitted by law.

The User retains ownership of all content, data, files, and materials it uploads, transmits, or generates through the Services ("User Content"). The User grants Grovity a non-exclusive, worldwide, royalty-free license, limited to the term of the contractual relationship, to host, process, transmit, and use User Content solely as necessary to provide, maintain, support, and secure the Services, and subject to Section 5.4.

Results belong to the User, subject to applicable law. Grovity may retain records of Results in anonymized form for limited purposes, such as internal analysis, service improvement, and regulatory compliance, subject to Section 5.4. The User is responsible for its use of Results.

Grovity will only use the User's name, logo, or a description of its use case in its website, press releases, or marketing materials with the User's prior authorization, which may be given in writing or by email and may be withdrawn at any time.

Intellectual property claims can be sent to legal@grovity.ai. Grovity will review them and take appropriate action, including removing infringing content. Grovity may suspend the Services and take legal action if it detects misuse of its models, trademarks, or other intellectual property.

Grovity protects personal data in accordance with applicable law and its Privacy Agreement. Data subjects can exercise their rights by writing to privacy@grovity.ai.

For personal data processed on behalf of the User as part of the Services, the User is the Data Controller and Grovity acts as Data Processor, in accordance with the Data Processing Addendum published at https://www.grovity.ai/dpa, which forms part of these Terms. Data may be processed by the subprocessors listed at https://www.grovity.ai/subprocessors, all of which are bound by written confidentiality, security, and data-protection obligations. Grovity will notify changes to its subprocessors in advance as set out in the DPA.

Suggestions or feedback provided by the User may be used by Grovity to improve its products without any obligation of compensation. Feedback is not Confidential Information unless expressly stated otherwise.

"Confidential Information" means any information disclosed by one party to the other that is marked as confidential or that should reasonably be considered confidential, including customer data, strategies, technical or business processes, pricing, and customer lists. Each party will protect the other's Confidential Information with at least the care it applies to its own, and never less than reasonable care, during the relationship and for five (5) years after its termination, or longer if required by law. If disclosure is required by law or court order, the receiving party will notify the other party in advance, where legally permitted.

The Services are offered under a subscription and/or usage-based model. Prices are available on the Platform and in commercial agreements. Grovity will notify price adjustments at least thirty (30) calendar days in advance, applicable from the next billing cycle and never retroactively, unless otherwise agreed in writing. Grovity may correct obvious errors in published prices, with notice before they affect billing.

Payments are made in U.S. dollars (USD) through the payment methods enabled by Grovity, unless otherwise agreed. Late payments accrue default interest at the maximum rate permitted by applicable law. If payment is not received within the agreed term, the Services may be suspended in accordance with Section 3.3. If non-payment continues for more than thirty (30) calendar days after the due date, Grovity may terminate the account, subject to the data export window set out in Section 11.6.

Prices exclude applicable taxes, levies, and surcharges, including those associated with telecommunications or financial services. Each party is responsible for the taxes applicable to it under the law. The Client is responsible for indirect taxes, regulatory fees, sector-specific contributions, and telecommunications surcharges associated with the Service, where applicable.

The User must notify any billing discrepancy in writing within thirty (30) calendar days of the invoice. Except as required by law, provided in the SLA, or set out in Section 3.3, payments are non-refundable and no prorations are made for partial periods, inactive accounts, or early cancellation. Grovity may correct billing errors, reverse charges resulting from verified fraud, and grant commercial credits at its discretion, without creating a precedent.

The User will indemnify and defend Grovity, its employees, affiliates, and representatives against claims, losses, damages, penalties, and expenses, including reasonable legal fees, arising from: (i) misuse of the Services; (ii) breach of these Terms, the Acceptable Use Policy, or the Health Data Addendum; (iii) the absence of a valid legal basis or consent for personal data that the User processes through the Services; (iv) the content, instructions, and knowledge bases supplied by the User to its AI agents; or (v) third-party claims for violation of intellectual property, privacy, or other rights resulting from the User's use of the Services.

Grovity will indemnify the User against third-party claims alleging that the Services, used in accordance with these Terms, infringe that third party's intellectual property rights. This obligation does not apply to claims arising from: (i) unauthorized use of the Services; (ii) combination with products, data, or integrations not supplied by Grovity; or (iii) User Content. This indemnification is subject to Section 9.3.

Neither party will be liable for indirect, incidental, consequential, special, or punitive damages, including lost revenue, profits, or anticipated savings, business interruption, or the cost of substitute services.

Each party's total aggregate liability will not exceed the amounts paid or payable by the User for the Services during the twelve (12) months preceding the event giving rise to the claim. This cap applies to all claims cumulatively.

These limitations do not apply to: willful misconduct or gross negligence; the User's payment obligations; the User's indemnification obligations under Sections 9.1(ii) to 9.1(iv); bodily injury or death; or cases in which the law prohibits limiting liability.

Except as expressly set out in these Terms, the SLA, or a signed agreement, the Services are provided "AS IS", without express or implied warranties, including warranties of merchantability or fitness for a particular purpose. Grovity does not guarantee the accuracy or contextual appropriateness of AI Results.

Before initiating any legal or arbitration action, the parties will attempt to resolve the dispute amicably, starting with written notice to legal@grovity.ai and then through good-faith negotiation between their representatives for thirty (30) days or any longer period agreed in writing.

If informal negotiation fails, the dispute will be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA), before a single arbitrator, in Miami, Florida, United States, unless otherwise agreed. The arbitration will be governed by the substantive law of the State of Florida and, where applicable, the federal law of the United States. The award may be enforced in any competent court.

Disputes relating to intellectual property and material breaches of the Acceptable Use Policy may be brought directly before the competent courts, and either party may seek urgent interim relief from a competent court.

To the extent permitted by law, the parties waive the right to a jury trial and to participate in class, consolidated, or representative actions.

These Terms take effect when the User accepts them or first uses the Services, and remain in force while the User maintains an active account or until terminated by either party.

The User may terminate these Terms and close its account with fifteen (15) calendar days' written notice. Grovity may terminate for convenience with sixty (60) calendar days' written notice. Termination does not affect payment obligations already accrued or obligations under purchase orders or agreements, which continue under their own terms. Early termination by the User does not give rise to refunds unless otherwise agreed; if Grovity terminates for convenience, it will refund prepaid fees for the period not yet provided.

Either party may terminate these Terms if the other party materially breaches them and does not remedy the breach within fifteen (15) calendar days of written notice, or immediately if the breach cannot be remedied. Grovity may terminate immediately in the event of fraud or a serious violation of the Acceptable Use Policy.

Either party may terminate these Terms if the other becomes subject to bankruptcy, insolvency, liquidation, or similar proceedings, subject to applicable law.

Provisions that by their nature are intended to survive termination will survive, including payment obligations, ownership and use of data, limitations of liability, indemnification, confidentiality, and dispute resolution.

During the term and for thirty (30) calendar days after termination (the "export window"), the User may export its User Content and Results through the export mechanisms of the Platform or API, provided that it has paid all undisputed amounts. Exports do not include Grovity's intellectual property, such as models, source code, architecture, or proprietary configurations. Assisted exports or transition services involving manual work may be charged at a reasonable fee communicated in advance. Enterprise Clients may agree to an extended transition plan in their signed agreement.

Cancellations must be requested in writing to support@grovity.ai. After the export window, Grovity will delete the User Content and the personal data processed on the User's behalf from its active systems, and from backups at the end of their retention cycle, except where retention is required by law. Grovity will confirm deletion upon written request.

Technical support is available to paid accounts through support@grovity.ai and the channels indicated on the Platform. Response times are set out in the SLA.

Availability commitments, incident severity levels, response times, maintenance windows, and service credits are set out in the Service Level Agreement published at https://www.grovity.ai/sla, or in the Client's signed agreement.

The Services are hosted on Amazon Web Services (AWS) infrastructure. Grovity implements reasonable technical, contractual, and organizational measures to ensure the reliability, security, and availability of the Services provided through third parties.

Grovity is not responsible for issues arising from devices, networks, configurations, or environments controlled by the User. Support covers the standard configuration and approved use of the Services and does not cover customizations or integrations not agreed with Grovity.

Grovity is not liable for interruptions caused by cyberattacks, malware, or actions of unauthorized third parties, except to the extent caused by Grovity's failure to implement the security measures described in the Description of the Security of the Services.

Neither party will be liable for failures or delays caused by events beyond its reasonable control, including natural disasters, labor disputes, terrorism, civil unrest, widespread failures of third-party infrastructure or telecommunications, or acts of government. This does not excuse payment obligations.

If any provision of these Terms is held invalid or unenforceable, it will be limited to the minimum extent necessary, and the remaining provisions will remain in effect.

These Terms are governed by the laws of the State of Florida, United States, without regard to its conflict-of-laws principles, without prejudice to mandatory consumer or data-protection rules of the User's jurisdiction. Matters not subject to arbitration will be resolved exclusively by the state or federal courts of Miami-Dade County, Florida.

In the event of conflict, the following order of precedence applies: (1) a signed master services agreement, purchase order, statement of work, or Business Associate Agreement; (2) the Data Processing Addendum and the Health Data Addendum; (3) the Privacy Agreement; (4) the Service Level Agreement; (5) these Terms; and (6) the Acceptable Use Policy and the Description of the Security of the Services.

These Terms are available in English, Spanish, and Portuguese. In the event of discrepancy, the English version prevails.

Notices under these Terms must be made in writing:

• To Grovity: Grovity Services LLC, 600 Campana Ave, Miami, FL 33156, United States, with a copy to legal@grovity.ai.
• To the User: to the email address registered in its account.

The User may not assign these Terms without Grovity's prior written consent. Grovity may assign them in the event of a merger, acquisition, or sale of all or substantially all of its assets, with notice to the User.

The parties are independent contractors. Nothing in these Terms creates an employment, agency, partnership, or franchise relationship.

The Services may integrate with third-party platforms (including the Meta Business Platform, the WhatsApp Business API, voice and SMS providers, CRMs, ERPs, and payment processors), whose use is also subject to their own terms. The User will not use the Services in a way that causes Grovity or the User to breach the Meta Business Platform Terms, the WhatsApp Business Solution Terms, the rules of Visa, Mastercard, or other payment networks, or the requirements of banking regulators or financial institutions.

Grovity does not store, process, or transmit full payment card numbers or sensitive authentication data. Card data is captured and tokenized by PCI DSS-certified payment processors, and the infrastructure on which the Services run holds PCI DSS Level 1 Service Provider attestation.

If the User is a government entity, its use of the Services is subject to these Terms and applicable law.