Grw AI Inc. Master Subscription Agreement And Terms Of Usage

1.1 Provision of Services. Company will use commercially reasonable efforts to deliver the Services to Customer. During registration Customer must designate an administrator username and password for its account. Company may deny or cancel any username or password it deems inappropriate.

1.2 Support. Weekdays (excluding U.S. federal holidays) from 9:00 a.m. to 9:00 p.m. Pacific Time ("Support Hours"), Company provides reasonable technical support by e-mail at support@grw.ai or through a shared Slack channel. Company endeavors to respond to support requests within one (1) business day.

2.1 Usage Limits. Customer shall not (and shall not permit anyone else to):

• reverse-engineer, decompile, disassemble or otherwise attempt to discover source code or underlying ideas of the Services or related software ("Software");
• modify, translate or create derivative works of the Services or Software (except as expressly allowed in the Services);
• use the Services for timesharing, service bureau or similar purposes; or
• remove proprietary notices or labels.

2.2 Export Controls. Customer shall not export, re-export or permit the export of the Services or Software in violation of U.S. export laws or regulations. As defined in FAR 2.101, the Software and documentation are "commercial items." Consistent with DFAR 227.7202 and FAR 12.212, U.S. Government use is subject solely to this Agreement.

2.3 Compliance. Customer warrants it will use the Services in accordance with Company's published policies ("Policy") and all applicable laws.

2.4 Customer Environment. Customer is solely responsible for procuring, configuring, and maintaining all hardware, software, network access, and internet connectivity required to access the Services, and for keeping its systems, accounts, passwords, and files secure.

2.5 Customer Content Warranty. Customer represents and warrants that it owns or has obtained all rights, licenses, and permissions needed to upload, transmit, store, or otherwise make available through the Services any data, files, or other materials, including content placed in the "company context" or similar features. Customer must not provide content it lacks authority to use. Company disclaims all responsibility and liability for such content and for any claim that the content infringes, misappropriates, or otherwise violates third-party intellectual-property or other rights.

3.1 Confidential Information. Each party ("Receiving Party") may receive proprietary, technical, business or financial information ("Proprietary Information") from the other ("Disclosing Party"). Company's Proprietary Information includes non-public details about the Services; Customer's Proprietary Information includes non-public data it supplies for the Services ("Customer Data"). The Receiving Party will (i) use at least reasonable care to protect Proprietary Information and (ii) use it only to perform or exercise rights under this Agreement. These obligations end five (5) years after disclosure, or sooner for information that the Receiving Party can document is publicly available, already known without restriction, rightfully received from a third party, independently developed without use of Proprietary Information, or required to be disclosed by law.

3.2 Ownership. Customer owns all right, title and interest in Customer Data and in data derived from it that Company provides to Customer. Company owns (a) the Services and Software and all enhancements, (b) any technology built while providing implementation or support, and (c) all intellectual-property rights therein.

3.3 Service Analytics. Company may collect and analyze data regarding use and performance of the Services (including aggregated or de-identified Customer Data) to improve the Services and for other business purposes. Company may disclose such data only in aggregated or de-identified form. No rights are granted except as expressly stated.

4.1 Fees. Company may change Fees or introduce new fees effective on the first day of the next Renewal Term upon 30-days' e-mail notice. Customer will pay the fees set out in the Order Form ("Fees"). If Customer exceeds the Service capacity or otherwise incurs additional fees, Company will invoice those fees and Customer will pay them.

4.2 Invoices. Unless the Order Form states otherwise, invoices are due thirty (30) days from the invoice date. Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law) plus reasonable collection costs, and Company may suspend Services for non-payment after ten (10) days' prior written notice. Customer is responsible for all taxes on the Services other than taxes on Company's net income.

5.1 Term. The Agreement begins on the Effective Date and continues for the initial term specified in the Order Form ("Initial Term"). Unless otherwise stated in the Order Form, the Initial Term is twelve (12) months. The Agreement will automatically renew for successive periods equal to the Initial Term (collectively, the "Term") unless either party provides at least thirty (30) days' written notice prior to the renewal date.

5.2 Termination for Breach. Either party may terminate this Agreement upon 30 days' written notice (or immediately for non-payment) if the other party materially breaches the Agreement and fails to cure within that period. Customer remains liable for Fees through the termination date. Sections that by nature survive (including payment obligations, confidentiality, warranty disclaimers, and limitations of liability) will remain in effect.

Company will use commercially reasonable efforts, consistent with industry standards, to operate the Services with minimal errors or interruptions and to perform implementation services in a professional, workmanlike manner. Scheduled maintenance or emergency downtime may occur; Company will give advance written or e-mail notice of scheduled outages when reasonably feasible. THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS." COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES IT GUARANTEE ANY RESULT FROM USING THE SERVICES. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.1 Company Indemnity. Company will defend Customer against third-party claims that the Service infringes a U.S. patent, copyright or trade secret, provided Customer (i) promptly notifies Company of the claim, (ii) gives Company sole control of the defense and settlement, and (iii) provides reasonable assistance. Company has no obligation for claims based on (a) items not supplied by Company, (b) compliance with Customer specifications, (c) modifications not made by Company, (d) combinations with other products or processes, (e) Customer's continued use after notice of alleged infringement, or (f) use contrary to this Agreement. If a court finds that the Services infringe, or Company believes they do, Company may (1) replace or modify the Services, (2) obtain a license for Customer to continue using them, or (3) terminate the affected Services and refund prepaid, unused fees.

7.2 Customer Indemnity. Customer will defend and indemnify Company and its Affiliates from any third-party claim arising from (a) Customer Data that infringes or misappropriates intellectual-property rights, or (b) Customer's violation of the Policy or applicable export laws, provided Company complies with the notice, control and assistance conditions in Section 7.1.

EXCEPT FOR PERSONAL INJURY, IN NO EVENT WILL COMPANY OR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES BE LIABLE FOR (A) LOST DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION; (B) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; (C) EVENTS BEYOND COMPANY'S REASONABLE CONTROL; OR (D) AMOUNTS EXCEEDING THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT COMPANY'S AGGREGATE LIABILITY FOR OBLIGATIONS UNDER SECTION 7 SHALL NOT EXCEED THREE (3) TIMES THE FEES PAID DURING THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM.

9.1 Severability. If any provision is unenforceable, it will be limited to the minimum extent necessary, and the remainder of the Agreement will stay in effect.

9.2 Assignment. Customer may not assign this Agreement without Company's prior written consent. Company may assign its rights and obligations without consent.

9.3 Entire Agreement; Amendments. This Agreement supersedes all prior agreements relating to its subject matter. Amendments must be in writing and signed by both parties, except as provided in Section 9.9.

9.4 Relationship. The parties are independent contractors; nothing creates an agency, partnership, joint venture or employment relationship.

9.5 Attorneys' Fees. The prevailing party in any action to enforce this Agreement may recover reasonable costs and attorneys' fees.

9.6 Notices. Notices must be in writing and are effective when received if delivered personally; when receipt is confirmed if sent by e-mail or fax; the next business day if sent by recognized overnight courier; or upon receipt if sent by certified mail, return-receipt requested.

9.7 Governing Law. Delaware law governs this Agreement, without regard to conflict-of-laws principles.

9.8 Publicity. Company may use Customer's name, logo and trademarks to identify Customer as a client on Company's website and marketing materials, subject to Customer's trademark guidelines.

9.9 Updates to this Agreement. Company may revise this Agreement from time to time. The revised version will apply beginning on the first Renewal Term that starts at least thirty (30) days after Company notifies Customer of the change.