Terms of Service

Welcome to Grove. These Terms of Service ("Terms") govern your access to and use of the Grove platform, including our website, applications, and services (collectively, the "Service").

By accessing or using our Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

Grove is operated by Grove Financial Ltd, a company registered in England and Wales.

For the purposes of these Terms:

• "Account" means the unique account created for you to access our Service or parts of our Service.
• "Company" (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Grove Financial Ltd.
• "Content" refers to any information, data, text, graphics, financial models, or other materials uploaded, downloaded, or appearing on the Service.
• "Service" refers to the Grove financial planning and analysis platform, website, and all related services.
• "Subscriber" means the company or organisation that has entered into a subscription agreement with Grove.
• "User" means any individual who accesses or uses the Service, whether as an administrator, contributor, or viewer.

Subject to your compliance with these Terms and payment of applicable fees, Grove grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes.

Under this licence, you may not:

• Modify, copy, or create derivative works based on the Service or its content
• Use the Service for any commercial purpose other than managing your own organisation's financial planning needs
• Attempt to reverse engineer, decompile, or disassemble the Service
• Remove any copyright or proprietary notices from the Service
• Transfer your licence to another party without our written consent
• Use the Service in any way that violates applicable laws or regulations

You retain all rights to the financial data and content you upload to Grove. We do not claim ownership of your data.

You grant Grove a limited licence to process, store, and display your data solely for the purpose of providing the Service. We will not access your data except as necessary to provide the Service, prevent or address technical issues, or as required by law.

You are responsible for ensuring that you have the right to upload and process any data through the Service, and that doing so complies with all applicable laws and regulations.

The Service is provided on an "as is" and "as available" basis. Grove makes no warranties, expressed or implied, regarding the accuracy, reliability, or completeness of the Service.

The Service provides tools to help manage financial planning processes but does not constitute financial, tax, or professional advice. You should consult with qualified professionals for specific advice related to your circumstances.

To the maximum extent permitted by applicable law, in no event shall Grove or its suppliers be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, data, use, goodwill, or other intangible losses.

Our total liability to you for all claims arising from or related to these Terms or the Service shall not exceed the amount you paid to Grove in the twelve (12) months preceding the claim.

Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

Grove reserves the right to revise these Terms at any time. For material changes, we will provide at least 30 days' notice before the changes take effect. We will notify you by:

• Posting a notice on our website
• Sending an email to the address associated with your account
• Displaying a prominent notice within the Service

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

This Section applies to users located in the United States. Please read it carefully as it affects your legal rights, including your right to file a lawsuit in court.

You and Grove agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (collectively, "Disputes") will be resolved through binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes then in effect, except as modified by this arbitration agreement.

The arbitration shall be conducted in the English language. The arbitrator shall have exclusive authority to resolve all Disputes, including whether any particular claim is arbitrable. The arbitrator's award shall be final and binding and may be entered as a judgement in any court of competent jurisdiction.

Class Action Waiver

You and Grove agree that each party may only bring claims against the other in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to legal@grove.financial within thirty (30) days of first accepting these Terms. Your notice must include your name, mailing address, and a clear statement that you wish to opt out of arbitration. If you opt out, the Governing Law section (Section 8 or Section 10, as applicable) will apply.

Small Claims Exception

Notwithstanding the above, either party may bring an individual action in small claims court for Disputes within the jurisdiction of such court.

United States

For users located in the United States, to the extent that the arbitration agreement in Section 9 does not apply, any Disputes shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. You agree to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.

European Union

For users located in the European Union, these Terms shall not affect any mandatory consumer protection rights you are entitled to under the laws of your country of residence. In particular:

• Nothing in these Terms limits your statutory rights under EU Directive 2011/83/EU (Consumer Rights Directive) or its national implementations.
• If you are a consumer in the EU, you may bring proceedings relating to these Terms in the courts of the EU member state in which you are domiciled.
• The European Commission provides an online dispute resolution platform at ec.europa.eu/consumers/odr.

United Kingdom

For users located in the United Kingdom, these Terms are governed by the laws of England and Wales as set out in Section 8 above. Nothing in these Terms shall limit any rights you may have under the Consumer Rights Act 2015 or other applicable UK consumer protection legislation.