Terms of Service

Gruve AI

Effective Date: July 11, 2024

These Terms and Conditions of Use (“Terms of Service”) govern access to and use of the Gruve (“we,” “us,” or “our”) website, applications, and other services provided by us (collectively, the “Service”). Website visitors are referred to in these terms as “Site Visitors” and individuals or entities who engage our consulting services are collectively referred to as “Clients.” Clients and Site Visitors may be referred to in these Terms as “you” and “your” as applicable.

These Terms are in addition to, and do not nullify, any other agreement between you and us or any other applicable terms and conditions found on the Service.

Acceptance of Terms

By using the Service, you as a Site Visitor or Client accept and agree to follow and be bound by these Terms (whether on behalf of yourself or a legal entity you represent). You also agree to comply with all applicable laws and regulations, as well as all rules or restrictions that are posted on the Service. If you do not agree to these Terms, you are not authorized and must cease using the Service immediately.

Eligibility

You agree that by using the Service, you are at least 18 years of age and legally able to enter into a contract.

If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms refer to that organization or entity).

If Gruve has previously prohibited you from accessing the Service, you are not permitted to access or use the Service.

Intellectual Property Rights

The Service is owned and operated by Gruve, and contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties. Except as otherwise expressly provided by Gruve, none of the Service may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted, or distributed in any way, and nothing on the Service shall be construed to confer any license under any of our intellectual property rights, whether by estoppel, implication, or otherwise. Any rights not expressly granted in these Terms are reserved by Gruve.

User Comments, Feedback, and Other Submissions

If you send creative ideas, suggestions, proposals, plans, or other materials (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use in any medium any Comments that you forward to us. We are and shall be under no obligation to maintain any Comments in confidence, pay compensation for any Comments, or respond to any Comments.

Use Restrictions

By using the Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

• Is illegal or violates any federal, state, or local law or regulation;

• Advocates illegal activity or discusses illegal activities with the intent to commit them;

• Violates any third-party right, including but not limited to, the right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;

• Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit, pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent, inciting violence, inflammatory, or otherwise objectionable;

• Interferes with any other party’s use and enjoyment of the Service;

• Attempts to impersonate another person or entity;

• Is commercial in a way that violates these Terms, including but not limited to, using the Service for spam, surveys, contests, pyramid schemes, or other advertising materials;

• Falsely states, misrepresents, or conceals your affiliation with another person or entity;

• Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;

• Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Service, or the servers or networks connected to the Service;

• “Hacks” or accesses without permission our proprietary or confidential records, those of another Client, or those of anyone else;

• Improperly solicits personal or sensitive information from other Clients, including address, credit card or financial account information, or passwords;

• Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Service, except as expressly permitted in these Terms or by law;

• Removes, circumvents, disables, damages, or otherwise interferes with security-related features or features that enforce limitations on use of the Service;

• Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Service, or bypasses or circumvents other measures employed to prevent or limit access.

Privacy

You acknowledge that the information you provide to us or that we collect will be used and protected as described in our Privacy Policy.

Client Data

You are responsible for the data and information that you or your representatives provide to us in the course of using the Service (“Client Data”). You are further responsible for obtaining any necessary rights and licenses for use of the Client Data by you and Gruve as contemplated in these Terms. You authorize Gruve to access, process, and use the Client Data as necessary to perform and fulfill its obligations hereunder.

Fees

Gruve reserves the right to require payment of fees for certain or all aspects of the Service, change prices, or institute new charges, upon notice to you. Your use of the Service following such notification constitutes your acceptance of any new or increased charges.

Modification of the Service

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

Term and Termination

These Terms are effective unless and until terminated by either you or us. You may terminate your use of the Service at any time by ceasing further use of the Service. Gruve is also free to terminate (or suspend access to) your use of the Service or your engagement with us, for any reason in our discretion, including your breach of these Terms.

Warranties and Disclaimers

THE SERVICE IS PROVIDED ON AN “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. GRUVE DISCLAIMS ALL WARRANTIES TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.

Indemnification

You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs arising from your access to and use of the Service, violation of these Terms, or infringement of any intellectual property or other right of any person or entity.

Limitations of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, GRUVE, ITS AFFILIATES, AND ITS THIRD-PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES.

Governing Law

These Terms and any dispute of any sort that might arise between you and Gruve will be interpreted in accordance with the law of the State of California and the United States of America without regard to any conflict-of-law or other principles that provide for the application of the law of another jurisdiction.

Changes to Terms of Service

We reserve the right, at our sole discretion, to update, change, or replace any part of these Terms. The most current version of the Terms will be posted on the Service, and it is your responsibility to check our website periodically for changes. Your continued use of the Service following the effective date of any changes to these Terms constitutes acceptance of those changes. If you do not agree to the new Terms, you may not use the Service.

How to Contact Us

If you have any questions or concerns about the Service or these Terms, please contact us via https://www.gruve.ai/contact-us.