Terms and Conditions

By accessing or using the Groflex platform, website, or any associated services (collectively, the "Services"), you agree to be bound by these Terms and Conditions ("Terms"). If you do not agree to these Terms, you may not use the Services. These Terms constitute a legally binding agreement between you (or the entity you represent) and Groflex Technology Inc. ("Groflex", "we", "us", or "our"), a corporation incorporated under the laws of the State of Delaware, United States.

Groflex provides a Governed Execution Agentic Platform for supply chain operations. The Services include, but are not limited to: AI-driven supply chain signal detection, policy-based decision routing, human approval workflows, ERP integration and execution, and tamper-proof audit trail generation. Access to the Services is provided on a subscription basis as described in your applicable Order Form or Statement of Work ("SOW"). The specific features, integrations, and service levels available to you depend on your subscription tier.

You must be at least 18 years of age and have the authority to enter into these Terms on behalf of yourself or the entity you represent. By registering for an account, you represent that all information you provide is accurate and complete. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at hello@groflex.ai of any unauthorized use of your account.

Subscription fees are set out in your Order Form and are due in advance unless otherwise agreed in writing. All fees are non-refundable except as expressly set forth in these Terms or required by applicable law. We reserve the right to change our pricing with 30 days' written notice. Continued use of the Services after the effective date of a pricing change constitutes acceptance of the new pricing. Late payments may accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower.

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not: • Use the Services to violate any applicable law or regulation, including export control laws and data protection laws. • Attempt to gain unauthorized access to any part of the Services or any system or network connected to the Services. • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the platform. • Use the Services to transmit any unsolicited communications, spam, or misleading information. • Use the Services in any way that could damage, disable, overburden, or impair the platform or interfere with other users' use of the Services.

You retain all rights, title, and interest in the data you input into the Services ("Customer Data"). You grant Groflex a limited license to process Customer Data solely to provide and improve the Services. Groflex does not sell Customer Data to third parties. We process Customer Data in accordance with our Privacy Policy and any applicable Data Processing Agreement ("DPA"). For enterprise customers, a DPA is available upon request and governs the handling of personal data subject to GDPR, CCPA, or similar regulations. We implement commercially reasonable security measures to protect Customer Data, including encryption at rest and in transit, access controls, and audit logging.

All rights, title, and interest in and to the Services, including all intellectual property rights, belong to Groflex Technology Inc. These Terms do not grant you any rights to our trademarks, logos, or brand features. Subject to your compliance with these Terms and payment of applicable fees, Groflex grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your internal business purposes during the subscription term. Any feedback, suggestions, or improvements you provide regarding the Services may be used by Groflex without restriction or compensation.

Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. This obligation does not apply to information that: (a) is or becomes publicly available through no breach of this section; (b) was already known to the receiving party; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order.

Groflex warrants that the Services will perform materially in accordance with the documentation during the subscription term. If the Services fail to meet this warranty, Groflex will use commercially reasonable efforts to correct the non-conformity. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Groflex does not warrant that the Services will be uninterrupted, error-free, or that defects will be corrected. The Services are a governance and execution assistance tool; final decisions and actions remain the responsibility of your authorised personnel.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GROFLEX AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES. IN NO EVENT WILL GROFLEX'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED THE AMOUNTS YOU PAID TO GROFLEX FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if Groflex has been advised of the possibility of such damages.

You agree to indemnify, defend, and hold harmless Groflex and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law or regulation; or (c) your infringement of any third-party rights.

These Terms remain in effect during the subscription term specified in your Order Form. Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving written notice of the breach. Upon termination, your right to access and use the Services ceases immediately. We will make Customer Data available for export for 30 days following termination, after which it may be deleted. Clauses that by their nature should survive termination (including payment obligations, intellectual property, confidentiality, and limitation of liability) will survive.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles. Any dispute arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiation between the parties. If not resolved within 30 days, disputes shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, with proceedings conducted in English. Nothing in this section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction.

We may update these Terms from time to time. We will notify you of material changes by email or by posting a notice on our website at least 14 days before the changes take effect. Your continued use of the Services after the effective date of revised Terms constitutes your acceptance of the changes.

These Terms, together with your Order Form and any applicable DPA, constitute the entire agreement between you and Groflex regarding the Services and supersede all prior agreements. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect. Groflex's failure to enforce any provision of these Terms is not a waiver of its right to do so later. These Terms are not assignable by you without our prior written consent. Groflex may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets. For any questions about these Terms, please contact us at hello@groflex.ai.