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    Master Subscription Agreement

    Version: 1.1 · Last Updated: September 8, 2026 · Governing Law: Delaware, United States

    This Master Subscription Agreement ("Agreement") governs the acquisition and use of Services provided by Gruvi Software, Inc., a Delaware corporation (herein "Gruvi").

    By accepting this Agreement, either by clicking a box indicating acceptance, by executing an Order Form that references this Agreement, or by digitally accessing the Services, Customer agrees to the terms of this Agreement. If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its Affiliates to these terms and conditions.

    1. Definitions

    "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

    "AI Agent" means any artificial intelligence-driven software workflow, autonomous or semi-autonomous process, or automated logic engine provided by Gruvi or configured by Customer within the Services. AI Agents utilize machine learning and probabilistic modeling to generate Outputs.

    "AI Acceptable Use Policy" or "AUP" means the policy located at https://gruvi.ai/acceptable-use-policy which sets forth the prohibited uses of Gruvi's AI technology.

    "Beta Services" means any Services, features, or functionality that may be made available to Customer to try at its option at no additional charge or as part of a subscription, which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

    "Customer Data" means all electronic data or information submitted by or for Customer to the Services, including "Inputs" provided to AI Agents, but excluding Content and Gruvi's proprietary technology.

    "Data Processing Addendum" or "DPA" means the agreement located at https://gruvi.ai/data-processing-addendum which details the parties' obligations under applicable data protection laws.

    "Documentation" means the applicable usage guides and help documentation made available by Gruvi, as updated from time to time.

    "End-User" means an individual who is authorized by Customer to use the Services, or any individual who interacts with an AI Agent deployed by Customer.

    "Input" means any data, text, prompts, or information provided by the Customer or its End-Users to an AI Agent.

    "Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

    "Order Form" means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and Gruvi.

    "Output" means the specific text, data, code, actions, or media generated by an AI Agent in direct response to Customer Data or Inputs.

    "Services" means the Gruvi.ai cloud-based platform and related AI tools.

    2. Provision of Services

    2.1. Provision of Services. Gruvi will (a) make the Services available to Customer pursuant to this Agreement and the applicable Order Forms, (b) provide standard support for the Services at no additional charge, and (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime, and (ii) any unavailability caused by a Disruption Event or circumstances beyond Gruvi's reasonable control.

    2.2. Designation of Services as Beta. Any service designated as a Beta Service is provided on an "as is" and "as available" basis. The Customer acknowledges that these services are intended for testing and evaluation and may contain bugs or undergo significant updates.

    2.3. Protection of Customer Data. Gruvi will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by Gruvi personnel except (a) to provide the Services, (b) as compelled by law, or (c) as Customer expressly permits in writing.

    2.4. Subscriptions. Services are purchased as subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Gruvi regarding future functionality.

    3. Use of AI Services Within Gruvi

    3.1. General Use. Customer shall use the AI Services solely for its internal business purposes and in accordance with the Documentation and this Agreement.

    3.2. AI Agent Logic and Responsibility. Customer acknowledges that AI Agents utilize probabilistic technology.

    • 3.2.1. Custom Agents: Customer is solely responsible for the "System Prompts," logic, data sources, and configurations of any Custom Agents created or modified by Customer.
    • 3.2.2. Pre-Configured Agent Templates: Gruvi may provide pre-configured templates or "out-of-the-box" Agents. Customer is strictly required to test, audit, and validate the logic and performance of these Agents using non-destructive methods (e.g., utilizing synthetic test data, trial prompts, or non-sensitive inputs) within the Service prior to enabling the Agent for use by End-Users. Enabling an Agent for interaction with live End-Users or business-critical workflows constitutes Customer's final and irrevocable acceptance of that Agent's performance, logic, and Output.

    3.3. Mandatory Human-in-the-Loop (HITL). It is a fundamental condition of the licence granted herein that the Customer ensures a "Human-in-the-loop" protocol for all AI-driven workflows. Customer must ensure that a human reviewer monitors AI Agent Outputs, particularly where such Outputs could have legal, financial, or safety implications. Gruvi disclaims all liability for "fully autonomous" deployments.

    3.4. Usage Limits. Services are subject to usage limits, including, for example, the quantities specified in Order Forms and the Documentation. If Customer exceeds a contractual usage limit, Gruvi may work with Customer to seek to reduce Customer's usage so that it conforms to that limit. If, notwithstanding Gruvi's efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services promptly upon Gruvi's request, and/or pay any invoice for excess usage.

    3.5. Prohibited Activities. Customer will not (a) make any Service available to, or use any Service for the benefit of, anyone other than Customer or Users, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit, or (h) reverse engineer any Service.

    3.6. Use of AI Models and Non-Deterministic Behavior.

    • 3.6.1. Model Variation. Gruvi uses multiple third-party Large Language Models (LLMs) and proprietary AI models to provide the Services. By using Gruvi, the Customer agrees that Gruvi may switch, upgrade, or change these models at any time without notice.
    • 3.6.2. Non-Deterministic Outputs. Customer acknowledges that AI Services generate non-deterministic results. The same Input may produce a different Output at different times or across different sessions. Gruvi makes no guarantee that Outputs will be consistent, replicable, or unique.
    • 3.6.3. Third-Party Terms. The AI Services may be powered by third-party providers (e.g., OpenAI, Anthropic). Customer agrees to comply with any applicable third-party terms of service as communicated by Gruvi or as found in the Documentation.
    • 3.6.4. Accuracy and Hallucination. AI models are known to occasionally produce factually incorrect or nonsensical information ("Hallucinations"). Customer is solely responsible for verifying the accuracy of any Output before it is used for business purposes or communicated to an End-User.

    3.7. Beta Designation of AI Services. The AI Agent Services are currently designated as Beta Services and are subject to the terms and conditions outlined in Section 2.2 of the Master Subscription Agreement. Any change to this status, such as a transition to a general release, will be communicated to the Customer in writing or via a formal notification within the service platform.

    4. Fees and Payment

    4.1. Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

    4.2. Overage Grace Period. If Customer's usage exceeds the limits of their current Plan, Gruvi will provide a one (1) month grace period during which the Customer must either reduce usage or upgrade to a higher tier.

    4.3. Forced Upgrades. If usage remains above the Plan limit after the grace period, Gruvi reserves the right to automatically transition the Customer to the appropriate higher-tier Plan. Customer hereby authorizes Gruvi to charge the associated fees to the payment method on file.

    4.4. Suspension. If any amount remains unpaid for sixty (60) days after the due date, Gruvi may, without limiting its other rights, reduce Service functionality to "Limited Mode" or suspend Services.

    4.5. Month 6 Deletion. If an account remains in a state of non-payment or unaddressed overage for six (6) months, Gruvi reserves the right to permanently and irreversibly delete the account, including all Customer Data and Custom Agent configurations. Gruvi shall have no liability for any loss of data resulting from deletion under this Section.

    4.6. Taxes. Gruvi's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added tax (VAT), sales, use or withholding taxes. Customer is responsible for paying all Taxes associated with its purchases hereunder. If Gruvi has a legal obligation to pay or collect Taxes for which Customer is responsible under this Section, Gruvi will invoice Customer and Customer will pay that amount unless Customer provides Gruvi with a valid tax exemption certificate.

    5. Prohibited Data and Indemnity

    5.1. No Sensitive Data. Customer acknowledges that the Services are not intended for use in processing: (a) Protected Health Information (PHI) under HIPAA; (b) Cardholder Data under PCI-DSS; or (c) Sensitive Personal Data (including biometric data or criminal records).

    5.2. Absolute Disclaimer. Customer warrants it will not submit Restricted Data. Gruvi provides no warranty regarding compliance with industry-specific regulations. Customer shall indemnify Gruvi against any fines or third-party claims arising from Customer's submission of Restricted Data.

    6. Intellectual Property Rights

    6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Gruvi and its licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

    6.2. Ownership of Outputs. As between the parties, Gruvi and its licensors own and retain all right, title, and interest in and to all Outputs generated by the Services or AI Agents. Subject to Customer's compliance with this Agreement and payment of all Fees, Gruvi grants Customer a non-exclusive, non-transferable, revocable, limited licence to use the Outputs solely for Customer's internal business purposes during the Subscription Term. Customer shall have no right to use the Outputs to develop or train competing machine learning models or services.

    6.3. Licence to Use Customer Data. Customer grants Gruvi and its Affiliates a worldwide, perpetual, irrevocable, royalty-free licence to use, host, copy, transmit and display Customer Data as necessary to provide the Services and to train, fine-tune, and improve Gruvi's AI models and underlying technology.

    7. Limitation of Liability

    7.1. Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GRUVI HAVE ANY LIABILITY TO CUSTOMER FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

    7.2. Liability Cap. GRUVI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY, OR £1,000, WHICHEVER IS LOWER.

    8. Indemnification

    8.1. By Customer. Customer will defend Gruvi against any third-party claim alleging that any Customer Data or Customer's use of any AI Agent in breach of this Agreement infringes third-party intellectual property rights or violates applicable law, and will indemnify Gruvi from any damages, attorney fees and costs finally awarded against Gruvi.

    9. Confidentiality

    9.1. Protection. Each party shall use the same degree of care it uses to protect its own confidential information of like kind (but not less than reasonable care) to protect the Confidential Information of the other party.

    10. Governing Law and Jurisdiction

    10.1. Law and Venue. This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles. The state and federal courts located in Delaware shall have exclusive jurisdiction to settle any dispute or claim arising out of this Agreement, and each party consents to the personal jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.