GroveX Mobile Application End User License Agreement

This Mobile Application End User License Agreement (“EULA”) is a binding agreement between you (“User” or “you”), and Grove Services, Inc. (“Grove Services”). This EULA governs your use of the Grove Services mobile application (the “Application”). If the person accepting this EULA does so on behalf of a company or other organization or entity, then “User” or “you” means both the individual accepting this EULA and the company, organization or entity that such individual represents. You represent and warrant that you have the legal power and authority to enter into this EULA on behalf of, and bind, such company, organization or entity.

By clicking the “I Agree” button below or using the Application, you (i) acknowledge that you have read and understand this EULA in its entirety, (ii) agree that you are legally bound by this EULA and (iii) represent and warrant that you are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country you are not listed in any United States government list of prohibited or restricted parties. If you do not agree to be bound by this EULA, you will not be able to use the Application and you must immediately stop using, exit and uninstall the Application.

This Application is made available solely for use by employees and authorized contractors, customers and bona fide prospective customers of Grove Services. If you are not an employee, authorized contractor, customer or bona fide prospective customer of Grove Services, you are not authorized to download, install or use this Application.

  1. Limited License

The Application is licensed, not sold, to you. Subject to the terms of, and your compliance with, this Agreement, Grove Services hereby grants to the User a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) download, install and use the Application for (a) if you are an employee or authorized contractor of Grove Services, internal business purposes solely in connection with the business of Grove Services, and (b) if you are a customer or bona fide prospective customer of Grove Services, solely in connection with transacting business with Grove Services or one of its authorized affiliates, in each case only for use on your user device owned or otherwise controlled by you (“Mobile Device”); and (ii) access and use any content and services made available in or otherwise accessible through the Application, in each case solely for use as expressly set forth in subsection (i) above. Any rights not expressly granted herein are reserved by Grove Services and its licensors. This limited license does not allow you to use the Application on any device that you do not own or control, and you may not distribute or make the Application available over a network or in any other manner where it could be used by multiple devices at the same time. If you sell your device to a third party, you must remove the Application before doing so.

This EULA, including the limited license granted herein, will govern any upgrades provided by Grove Services that supplement or replace the original Application, unless such upgrade is accompanied by a separate license, in which case the terms of that license will control.

  1. License Restrictions

You may not: (i) copy, reproduce, modify, translate, adapt or otherwise prepare derivative works or improvements of the Application; (ii) distribute, sublicense, assign, rent, lease, lend, sell, transfer, publish, or otherwise make available, or monetize the use of the Application; (iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof; (iv) remove, delete, alter, or obscure any copyright, trademark or other intellectual property or proprietary rights notices from any portion of the Application, including any copy thereof. Any attempt to do any of the foregoing is a violation of the license granted in this EULA.

This EULA shall automatically and immediately terminate upon any breach of the foregoing.

  1. Reservation of Rights

You acknowledge and agree that the Application is provided under license and is not sold to you. Neither this Agreement nor your use of the Application convey or grant to you any rights in or related to the Application other than the right to use the Application in accordance with the limited license granted, and subject to all terms, conditions, and restrictions, under this EULA. The User acknowledges that Grove Services and its licensors and service providers reserve and retain all right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this EULA. The User acknowledges that Grove Services owns all right, title, and interest in and to all content available via the Application, including, without limitation, all intellectual property rights.

  1. Export Control Laws

User agrees to comply with all United States and all other applicable laws, rules, and regulations relating to the export, re-export, or transshipment of the Application.

You may not export or re-export the Application to, or use the Application in, any United States embargoed country, or export, re-export or otherwise directly or indirectly provide the Application to, or permit use by, any person, entity or organization on the United States Treasury Department’s Specially Designated Nationals List or the United States Department of Commerce Denied Persons List or Entity List, or any other United States list of restricted or prohibited persons or entities.

  1. Mobile Platforms

The Application may only be used on permitted mobile platforms (“Mobile Platform”), which are Apple Inc.’s (“Apple”) iOS and Google Inc.’s (“Google”) Android.

If you are using the Application on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This EULA is between you and Grove Services only, not with Apple, and Apple is not responsible for the Application or any services or content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application or any services or content thereof. You may only use the Application as permitted to be used by the Apple App Store Terms of Service, and you agree to comply with any applicable third party terms when using the Application. Grove Services, not Apple, is solely responsible for the Application and any information or content received through the Application or the services accessible through the Application. Apple is not responsible for addressing any claims by you or any third party relating to the Application or your possession or use of the Application, including, but not limited to: (1) product liability claims; (2) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Application or your possession and use of the Application infringe that third party’s intellectual property rights. Apple, and Apple’s subsidiaries, are third party beneficiaries of this EULA, and upon your acceptance of this EULA, Apple will have the right to enforce this EULA against you as a third party beneficiary of this EULA.

  1. Term and Termination

This EULA shall become effective when you install the Application and click “I Agree” below and shall remain in full force and effect thereafter until terminated as provided herein (the “Term”). User may terminate this EULA by deleting the Application from all Mobile Devices that User owns or controls. Grove Services may terminate this agreement at any time without notice. In addition, this EULA shall terminate immediately and automatically without any notice if User violates any of the terms and conditions of this EULA.

Notwithstanding the foregoing, neither the termination of this EULA by User or Grove Services for any reason nor the deletion of the Application from any or all Mobile Devices that User owns or controls will terminate or alter in any manner any sales order, customer agreement or any other agreement or contract User may have concluded or may conclude with Grove Services. All such sales orders, customer agreements and other agreements or contracts shall continue in full force and effect and be unaffected by the termination of this EULA or the deletion of the Application from a User’s Mobile Devices.

Upon the termination of this EULA for any reason, all licenses granted hereunder shall immediately terminate and the affected User shall immediately cease all use of and access to the Application and immediately delete all copies of the Application from User’s Mobile Device and account. The provisions of Sections 3, 6, 7, 10 and 12 through of this EULA shall survive any termination of this EULA for any reason.

  1. Binding Agreements for Goods and Services; Further Assurances

The Application may enable you to enter into orders or other legally binding agreements with Grove Services for the purchase of goods and services. You understand and agree that orders and agreements confirmed by you through your use of the Application will result in (a) charges to you for the goods or services that you order through the Application and (b) other related obligations enforceable against you. By agreeing to this EULA, and by accepting or confirming an order or other agreement through the Application, you agree to pay Grove Services all amounts stated to be due, or to become due, in connection with such order or other agreement and to otherwise adhere to and comply with the terms and conditions of such order or other agreement.

You agree to do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as Grove Services may reasonably request in order to (a) carry out the intent and accomplish the purposes of this EULA and the consummation of the transactions related to this EULA and (b) confirm any sales order or other agreement confirmed by you through your use of the Application.

  1. Changes to the Application; Termination of Application or User’s Limited License

Grove Services may from time to time in its sole discretion change, update, modify or terminate the Application or any service that may be accessed through the Application, or suspend or terminate User’s rights in and to the Application or any service that may be accessed through the Application, including, without limitation: if a newer version of the Application or a service thereof is available; to improve the Application or a service or functionality; to add or remove access to a service thereof; provide updates; provide patches, bug fixes, or other error corrections; to improve ease of use for User or Grove Services; to prevent or discontinue harmful or improper access to the Application or services thereof; prevent or discontinue unauthorized use of the Application or a service thereof; to comply with a platform provider or government request; or comply with a statute or judicial order.

  1. Tracking

The Application may allow Users to track their shipments. The Grove Services tracking systems and all information obtained through the Application are the property of Grove Services. Each User may solely use the tracking system to track shipments tendered by or for such User and for no other purpose. Users are not authorized to make the tracking information directly or indirectly available to third parties, or to otherwise reproduce, distribute, copy, store, use or sell the information for commercial gain or otherwise in violation of the limited license provided to User by this EULA. A User’s right to use the tracking systems or information obtained through such use is not assignable or otherwise transferrable, including by operation of law or otherwise. Any access or use of the tracking systems that is inconsistent with this section is unauthorized and strictly prohibited.

  1. Collection and Use of Information

You acknowledge that when you download, install or use the Application, Grove Services may use automatic means (including but not limited to cookies and web beacons) to collect information about your Mobile Device, system, application software and peripherals and about your use of the Application. This information may be used including, but not limited to, determine the popularity of, and improve, the Application and services available through the Application, and to enhance the services. Grove Services may share this information with third parties with which it collaborates to develop, modify and improve the Application and services thereof, and otherwise to enhance the services. If User does not wish to be subject to these information collection and sharing practices, User should uninstall the Application immediately.

In addition, you will also be required to provide certain information about you and the entity or organization you represent as a condition to downloading, installing, or using the Application or certain of its features or functionality. This information may include the identity of entities and organizations (including shippers, finders, referral agents, brokers, distributors, warehousing agents, import and export agents, your customers, consignees and other third parties), the jurisdiction of organization and operation of any such entities and organizations, owners and ultimate beneficial owners of such entities and organizations, personal information regarding such owners and beneficial owners, banking and other financial information, credit and trade references and the other information.

All information User provides to Grove Services through the Application is subject to the Grove Services Mobile Application Privacy Policy available at www.groveservices.com/my-grove/privacy_policy (“Privacy Policy”). By downloading, installing, using, and providing information to or through the Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

  1. Maintenance and Support

Grove Services is not, and User acknowledges the Mobile Platform provider (e.g., Apple, Google) is not, obligated to provide any support or maintenance services to User related to the Application. Grove Services may from time to time in its sole discretion develop and provide updates, which may include upgrades, bug fixes, patches, other error corrections, or new features.

  1. DISCLAIMER OF WARRANTIES

THE APPLICATION IS PROVIDED “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT ANY WARRANTIES OR UNDERTAKINGS OF ANY KIND. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES AND UNDERTAKINGS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OR UNDERTAKINGS AS TO CONFORMITY TO DESCRIPTION OR SAMPLE, TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, ACCESSIBILITY AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED BY GROVE SERVICES AND ITS LICENSOR, AREA9 INNOVATION INC., TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.

THE USER HEREBY ACKNOWLEDGES AND AGREES THAT THE USE OF THE APPLICATION IS ENTIRELY AT THE USER’S OWN RISK. NEITHER GROVE SERVICES NOR ITS LICENSOR, AREA9 INNOVATION INC., MAKES ANY WARRANTY OR UNDERTAKING WITH RESPECT TO THE SECURITY, TIMELINESS, CARE AND SKILLS, CONTENT OR PERFORMANCE OF THE APPLICATION, AND ANY SUCH WARRANTIES OR UNDERTAKINGS ARE EXPRESSLY DISCLAIMED BY GROVE SERVICES AND ITS LICENSOR, AREA9 INNOVATION INC., TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS. NEITHER GROVE SERVICES NOR AREA9 INNOVATION INC. MAKES ANY REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

USER FURTHER ACKNOWLEDGES THAT THE MOBILE PLATFORM PROVIDER (E.G., APPLE, GOOGLE) HAS NO WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APPLICATION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

  1. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GROVE SERVICES OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO ANY USER OR THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR COSTS OF PROCURING SUBSTITUTE GOODS RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM THIS AGREEMENT, DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT, USE OF THE APPLICATION OR OTHERWISE, EVEN IF GROVE SERVICES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OCCURRING.

IN NO EVENT SHALL THE LIABILITY OF GROVE SERVICES OR ITS LICENSOR, AREA9 INNOVATION INC., FOR ANY DAMAGES (DIRECT OR OTHERWISE), PENALTIES OR LOSS, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT OR OTHERWISE OF ANY TYPE EXCEED, IN THE AGGREGATE, $1,000, ANY CLAIM FOR DAMAGES IN EXCESS THEREOF BEING HEREBY WAIVED BY EACH USER.

USER ACKNOWLEDGES THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE MOBILE PLATFORM PROVIDERS (E.G., APPLE, GOOGLE) WILL NOT BE LIABLE TO USER FOR ANY CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE OF THE APPLICATION.

IF YOU USE THE APPLICATION ON iOS, APPLE WILL NOT BE RESPONSIBLE TO USER FOR ANY CLAIM RELATING TO THE APPLICATION OR USER’S POSSESSION AND/OR USE OF APPLICATION, INCLUDING BUT NOT LIMITED TO, (i) PRODUCT LIABILITY CLAIMS; (ii) ANY CLAIM THAT THE GROVE SERVICES MOBILE APPLICATION FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT; AND (iii) CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION, TO THE FULLEST EXTENT AS PERMITTED UNDER APPLICABLE LAWS.

  1. Indemnity

To the fullest extent permitted by applicable law, you agree to indemnify and hold Grove Services harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (i) your breach of this EULA; (ii) any activity in which you engage on or through the Application; and (iii) your violation of any law or the rights of a third party.

  1. Choice of Law and Venue

This EULA is governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any conflict of law principles. Any legal suit, action or proceeding arising out of or related to this EULA or the Application or services thereof shall be instituted exclusively in the United States courts or the courts of the Commonwealth of Massachusetts, in each case located in Suffolk County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

  1. CLASS ACTION WAIVER

YOU AND GROVE SERVICES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

  1. Entire Agreement and Third Party Beneficiary

This Agreement and the privacy policy referred to in Section 10 of this EULA constitute the entire and only agreement between the parties in relation to Grove Services’ provision of the Application and your downloading, installation and use of the Application and replaces and extinguishes all prior or simultaneous agreements, undertakings, arrangements, understandings or statements of any nature made by the parties or any of them whether oral or written with respect to such subject matter. Each of the parties acknowledge that they are not relying on any statements, warranties or representations given or made by any of them in relation to the subject matter of this EULA, save those expressly set out in this EULA, and that they shall have no rights or remedies with respect to such subject matter or otherwise than under this EULA save to the extent that they arise out of the fraud or fraudulent misrepresentation of another party. No variation of this EULA shall be effective unless it is in writing and signed by or on behalf of Grove Services.

Without limiting the foregoing, and for the avoidance of doubt, this EULA does not and shall not alter, modify, eliminate, terminate or change in any manner the terms and conditions applicable to any sales order or other agreement between the you and Grove Services relating to the purchase and sale of goods or services or any credit or financing terms associated therewith.

 

If you use the Application on a Mobile Device running iOS, Apple is a third party beneficiary of this Agreement and may enforce this EULA against the User as a third party beneficiary. Subject to such right of Apple to enforce this EULA as a third party beneficiary, a person who is not a party to this EULA has no right under any applicable law to enforce any term of this EULA.

  1. Severability and Waiver

Unless as otherwise stated in the EULA, should any provision or portion of this EULA be held invalid or unenforceable for any reason or to any extent, such invalidity or unenforceability shall not affect or render invalid or unenforceable the remaining provisions of this EULA, and the remainder of this EULA will continue in full force and effect to the fullest extent permitted by law.

No failure to exercise, and no delay in exercising, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

  1. Contact

If you have any questions or comments about this EULAor the Application, please contact Grove Services Customer Service by email at compliance@groveservices.com or writing us at:

Grove Services, Inc.

100 William Street – Suite 210

Wellesley, MA 02481