GROVE HR - TERMS OF SERVICE

Last modified: Nov 15, 2021

You should carefully read the following terms and conditions before using the Grove HR platform service provided at www.grovehr.com (“Service”) by Grove HR, Inc. and its Affiliates (“Grove HR", “Grove”, “we” or “us”). By clicking the [“Accept ”] button and using the Service, you acknowledge your acceptance of the following terms of service as updated from time to time ("Terms of Service"). The "Agreement" means the Terms of Service, the pricing and features you select as part of your subscription, and any written order, whether separately or online through https://grovehr.com/, that you and Grove HR or its Affiliate execute that refers to these Terms of Service (each, an “Order”). “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of at least 50% of the voting stock of such entity.

Here at Grove HR, we’re committed to putting data security and privacy in utmost priority. That's why our product development approaches include advanced privacy policies and technologies to protect your data. Please read this Privacy Policy carefully and make sure that you fully understand, agree and consent to it.

If you do not agree to the terms and conditions of these Terms of Service, then proceed no further and do not use the Service.

Copies of the Terms of Service are available for download and printing by using current web browser software and going to https://grovehr.com/terms-of-service

This Agreement comprises the entire agreement between you and Grove HR, and supersedes any other agreement, terms or promises, oral or written, with respect to the subject matter of this Agreement.

OVERVIEW. 
You must register for an account with Grove HR to access and use the Service. Please register for your Grove HR account at https://grovehr.com/ if you have not done so. As part of creating and updating your account, you will provide certain identifying contact information and payment information. “Account Information" means this contact and payment information and other contact and payment information submitted by you or Users to the Service. "Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service for your benefit and have unique user identifications and passwords for the Service. “Admin User” means a User who is your contact for purposes of controlling your subscription account. Changes may be made on your billing page within your Grove HR account.

SUBSCRIPTION PLANS.
Details for the types of subscriptions, including their features and limitations, can be found at https://grovehr.com/pricing/ (“Subscription Plans”), and not all features and functionality of the Service may be available in each Subscription Plan. Grove HR offers a free Subscription Plan with limited functionality and other limitations (“Free Subscription”). Additional limitations and terms for the Services may be specified in your Order. You can upgrade or cancel your Subscription at any time.

USE OF SERVICE.
Subject to the terms and conditions of this Agreement, your Users may access and use the Service during your Subscription Term (defined below) solely to assist with the management of your internal employee records related to your recruitment, onboarding, offboarding, and other employment processes. You acknowledge that Grove HR may use third-party service providers for some or all of the operations that make available the Service.

DOCUMENTATION. 
“Documentation” means the documentation that accompanies the Service or is made available at https://grovehr.com/. You may use the Documentation solely in connection with your permitted use of the Service. You also may make a reasonable number of copies of the Documentation in connection with your permitted use of the Service.

USER MANAGEMENT. 
The User Admin will manage your User access. Your and your Users’ protection of their IDs and passwords is an integral part of maintaining the privacy and integrity of data in the Service. You shall keep confidential and not disclose, nor permit any User to disclose, any ID or password to third parties. You shall notify Grove HR immediately of any unauthorized use of any ID or password or any other known or suspected breach of security with respect to your use of the Service. You are responsible for ensuring that all Users comply with the terms of this Agreement and for all activities of Users and others that occur through your account.

OTHER LIMITATIONS. 
In addition to any conditions or restrictions elsewhere in this Agreement, you may not (a) sublicense, copy, modify, or publicly display the Service or any of the underlying technology or the Documentation, (b) use on behalf of any third party, or permit any third party to use, the Service, (c) decompile or reverse engineer the software used to provide the Service, (d) remove any proprietary rights notices in the Service or Documentation, (e) attempt to gain unauthorized access to the Service or circumvent any security measures within the Service, (f) access the Service if you are or become Grove HR’s direct competitor, except with Grove HR’s prior written consent, or (g) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise harmful to any person or property.

RESERVATION OF RIGHTS. 
Except for the limited rights expressly granted above in this Agreement, Grove HR reserves all rights, title, and interest in and to the Service and its underlying technology, and the Documentation, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth above in this Agreement. You acknowledge and agree that the Service and all Documentation represent Grove HR’s confidential and proprietary information. You agree to keep all such information confidential by exercising the necessary care required to prevent its disclosure and not disclose or use such information for any purpose whatsoever other than as expressly authorized by this Agreement.

FEES.
You will pay Grove HR the fees for the Services based on your Subscription Plan. Pricing for Subscription Plans is found at https://grovehr.com/pricing/. Grove HR may change the pricing from time to time. All prices are subject to change without notice and are not guaranteed, except that prices for an order that have been accepted by GroveHR. If a price change is not acceptable to you, you may cancel your subscription as provided below. Continuing to use the Service after the change goes into effect constitutes your acceptance of the price change. The fees are exclusive of all taxes, and you shall pay all taxes, duties, or charges of any kind imposed by any taxing authority for the amounts due under this Agreement, excluding taxes based solely on Grove HR’s income.

All fees are nonrefundable.

FEE ADJUSTMENTS. 
If the number of users increases during the annual billing period, we will add additional fees on the same billing day next month. The fee will be charged based on the additional number of users, calculated based on the months left until the end of the billing cycle.

PAYMENT. 
You may elect to pay by debit or credit cards. Upon successful settlement, you authorize Grove HR to automatically charge the next payments to the card you provided. Grove HR’s acceptance of a credit card does not relieve you from any obligation to pay for the use of the Service.

SUBSCRIPTION TERMS AND RENEWAL. 
"Subscription Terms" means the initial term of your subscription to the applicable Service, as specified on your Order, and each subsequent renewal term (if any); however, the Subscription Terms for Free Subscriptions will be the period during which you have an account to access the Free Subscription and Grove HR reserves the right to suspend or cancel your subscription or access to the Service without liability if you do not log in to or otherwise use the Service for a period of 60 days or more if you have a Free Subscription (including unsubscribed customers). Except for a Free Subscription, Grove HR will bill you automatically and periodically (monthly, annually or on a different frequency) based on your Subscription Plan, Billing Period and the terms of your Order, unless cancelled by either party with at least 10 days’ notice to the other party prior to the end of the then-current Subscription Term. The fees billed will reflect the actual number of Users and other metrics on which your Service fees are based according to your Subscription Plan and the applicable Order. Your notice to Grove HR requesting cancellation should be sent to support@grovehr.com. Grove will notify you of cancellation via your contact email address in your account profile. Cancellation will be effective at the end of the then-current Subscription Term. All renewals are subject to the applicable Service continuing to be offered by Grove HR and will be charged at the then-current rates.

DATA.

Account Information.
Grove HR may use your Account Information as necessary to provide the Service to you, to contact you or a User regarding Grove HR’s or its Affiliates’ products and services, and for any other purpose permitted under law and our Privacy Policy available at https://grovehr.com/privacy-policy, and you consent to these uses.

Customer Data.
"Customer Data" means the records and other data you submit to and store in the Service about your employees and employment processes. Customer Data does not include Enrichment Data. You grant Grove HR the worldwide, nonexclusive right to copy, display, modify, store, process and otherwise use Customer Data, and permit Grove HR’s service providers to do so, during and after the term of this Agreement in order to do the following: (a) provide the Service and make Customer Data available to you, (b) improve the Service and Grove HR’s other products and services, and (c) create Enrichment Data (defined below) and make Enrichment Data available as part of the Service. You own and retain all rights in the Customer Data. After the Agreement ends Grove HR will use Customer Data on an ongoing basis to create Enrichment Data and make Enrichment Data available.

Enrichment Data.
“Enrichment Data” means the data we create based on the combination, aggregation and/or analysis of Customer Data with similar data from other Grove HR customers, Usage Data, third party sources or any combination of these. We provide you with Enrichment Data as part of the Service. While Enrichment Data is based in part on Customer Data, Grove HR owns and retains all rights in the Enrichment Data, other than your Customer Data that is included among the Enrichment Data. Enrichment Data that is made available as part of the Service and that contains Customer Data that identifies you and your personnel are made available only to you or those third parties to whom you authorize to view that Enrichment Data; Enrichment Data that is made available generally (such as data about salary competitiveness within or across industries) will not reveal your identity, any of your Customer Data or the identity of your Users or your employees. Grove HR grants you a worldwide, non-exclusive right during the term of this Agreement to copy, display, modify, store, and otherwise use the Enrichment Data as part of your use of the Service.

Usage Data.
As a part of the Service, Grove HR and its service providers may collect, process, store, modify, aggregate and otherwise use statistics and other data regarding your use of the Service, such as the number and types of transactions you conduct using the Service (“Usage Data”). Usage Data does not include your Customer Data or your Account Information. Grove HR owns and retains all rights in the Usage Data. We may use the Usage Data for any business purposes (including software use optimization and product marketing) provided that such use does not reveal your identity, any of your Customer Data or the identity of your Users or your employees.

Location.
Data that Grove HR processes on your behalf may be transferred to, and stored and processed in, the United States or any other country in which Grove HR or its Affiliates or subcontractors maintain facilities. You agree to any such transfer to any such country and to store and process Account Information and Customer Data in order to provide the Services.

General Use by Grove HR.
Grove HR may transfer Customer Data, Usage Data and Aggregate Data to a third party in connection with (a) a permitted assignment of this Agreement or (b) a delegation of hosting, transmission or other duties, as long as the third party provider agrees to abide by confidentiality obligations similar to the ones contained in this Agreement. In addition, Grove HR may disclose Account Information, Customer Data, Usage Data and Aggregate Data if required by law or to any government body upon its audit or other inspection of the records or facilities of Grove HR or its providers. You represent and warrant that you have the right to use and permit Grove HR and its Affiliates to use your Account Information and Customer Data in accordance with this Agreement.

SECURITY.

Generally.
Grove HR will implement commercially reasonable safeguards intended to protect the confidentiality of Account Information and Customer Data. Grove HR will maintain a security policy that complies with the best Leading Industry Standards for the establishment, implementation, control, and improvement of the Information Security Management System and the Best practices for information security management (“Information Security Policy”). Subject to your agreement to non-disclosure obligations Grove HR specifies, Grove HR will make the Information Security Policy available to you, along with other information reasonably requested by you regarding Grove HR security practices and policies.

Individual Requests.
Other than User requests with respect to their Account Information as part of their use of the Service, Grove HR will not independently respond to requests from your employees or other individual data subjects about personal data in any Account Information or Customer Data we store, without your prior written consent, except where required by applicable law.

Incidents.
If Grove HR becomes aware of any unlawful access to any Account Information or Customer Data stored under Grove HR’s control as part of the Services, or unauthorized access to such equipment or facilities resulting in loss, disclosure, or alteration of Account Information or Customer Data (each a “Security Incident”), then Grove HR will promptly (a) initiate remedial actions that are in compliance with applicable law and consistent with industry standards, and (b) notify you of the Security Incident, its nature and scope, the remedial actions we will undertake, and the timeline within which we expect to remedy the breach. You will be responsible for fulfilling your obligations under applicable law.

SUPPORT. 
If support is included in your Subscription Plan, Grove HR will provide you with support as described in your Subscription Plan.Grove HR shall not access your Data unless it is necessary to provide the Service and prevent or resolve service or technical issues, or in response to your direct request in relation to customer service issues or support.

SUGGESTIONS. 
You grant Grove HR a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by you, including your Users, relating to the Service (“Feedback”). Grove HR may use and incorporate any Feedback without any compensation or acknowledgement to you.

SUSPENSION OF ACCESS. 
Grove HR may suspend your access to the Service for nonpayment of any undisputed amounts, for any violation of this Agreement, or if Grove HR reasonably believes that your activity is harming the Service or the rights or property of any person. In the case of suspension for nonpayment, Grove HR will notify you 10 days in advance. You acknowledge that you will not have access to the Service during any suspension. Grove HR may exercise the rights in this Section prior to exercising the termination provisions of this Agreement and without prior written notice to you. Unless the Agreement is terminated, Grove HR will remove the suspension upon resolution of the cause of the suspension. We may suspend, limit, or terminate a Free Subscription for any reason at any time.

TERMINATION.
A party may terminate this Agreement: (i) upon 30 days notice to the other party of a material breach by the other party if such breach is not cured within that period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on 30 days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on our prospects, or our customers or our intellectual property. This Agreement may not otherwise be terminated prior to the end of the Subscription Term. In addition, Grove HR may terminate any Free Subscription by notifying you at any time and for any reason, including due to your inactivity.

EFFECT OF TERMINATION. 
Upon termination for any reason, your use of the Service will stop, and upon request, you will provide us written confirmation that you have discontinued all use of Enrichment Data. Grove HR will archive or delete your Customer Data after termination, and for a period of 30 days after termination, you may reactivate your account by making a written request within this 30 day period, in which case we will provide you with temporary access to the Service to retrieve, or we will provide you with copies of, your Customer Data then in our possession. For Free Subscriptions, We are not subject to any obligations to keep and provide further support on your data after the termination or expiration of Service.

DISCLAIMERS. 
Grove HR makes no, and disclaims, all warranties and conditions of any kind, whether express, implied, statutory or otherwise, including any warranties of merchantability, non-infringement, satisfactory quality or fitness for a particular purpose, to the maximum extent permitted by applicable law.Grove HR does not warrant that the service will be uninterrupted, error-free, or completely secure.

Grove HR does not and cannot control the flow of data to or from Grove HR, your network, and other portions of the Internet. Such flow of data depends in large part on services provided or controlled by third parties, and at times, actions or inactions of such third parties can impair or disrupt your connections to the Internet (or portions thereof). Grove HR cannot guarantee that such events will not occur. Accordingly, Grove HR disclaims any and all liability resulting from or related to such events.

You are responsible for the accuracy and reliability of all Customer Data. You are responsible for all decisions based on your use of the Service, including without limitation, any hiring, termination, promotion, or other employment-related activity, and for any losses or liabilities arising from how you use the results of the Service. Without limiting the foregoing, you agree that Grove HR and its officers, directors, agents, and employees, shall have no liability for errors or omissions in the output of the Service, such outputs including, without limitation, the quality or accuracy of any screen displays or reports. In addition, Grove HR is not responsible for any third-party products or services which you may use with the Service, even if the Service permits integration with such third party products or services.

LIMITATION OF LIABILITY. 
In no event will Grove HR or its Affiliates, or its or their officers, directors, agents, and employees, be liable to you under this Agreement or otherwise, regardless of the form of claim or action, in an amount that exceeds the greater of (a) the fees you have paid Grove HR for the Service in the 12 months preceding the claim or (b) $100. In no event will Grove HR or its officers, directors, agents, and employees, be liable to you for consequential, exemplary, incidental, or indirect damages or costs (including legal fees and expenses) or loss of goodwill or profit in connection with the Service or this Agreement, even if Grove HR has been advised of the possibility of such damages or costs. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so this paragraph may not apply to you.

IP INDEMNIFICATION. 
Grove HR shall defend any claim brought by a third party against you that the Service infringes any U.S. patent, copyright, trademark, or trade secret of any third party (“Claim”) and shall pay any award of damages and costs made against you in a final judgment by a court of competent jurisdiction, or any amount in settlement, arising out of a Claim. Grove HR’s obligations in this Section are conditioned upon (1) you providing Grove HR prompt written notice of the Claim; (2) you providing reasonable assistance and cooperation to enable Grove HR to defend the Claim; and (3) Grove HR having sole control over the defense of the Claim and any negotiations for its settlement. If the use of the Service becomes, or in Grove HR’s opinion is likely to become, the subject of a Claim, then Grove HR at Grove HR’s option and expense may either (a) procure the right for you to continue to use the Service as permitted under this Agreement, or (b) replace or modify the Service so that it becomes non-infringing. If unable to do (a) or (b) after exercising commercially reasonable efforts, Grove HR may terminate this Agreement upon written notice to you. At such time, Grove HR shall return to you the subscription fees which have been prepaid for the period of time remaining in your Subscription Term for which you will no longer receive the Service. Grove HR will have no liability for any claims caused by or contributed to by (i) any modification or alteration of the Service performed other than by Grove HR, (ii) use of the Service other than as specified in its Documentation and under this Agreement, (iii) any hardware, software, data or other materials not provided by Grove HR, (iv) the combination or use of the Service with non-Grove HR software, hardware, data, materials or services, or (v) any other acts by you in violation of this Agreement. This Section states your exclusive remedy against Grove HR and the complete liability of Grove HR with respect to any claim of infringement made against you.

YOUR INDEMNIFICATION. 
You shall defend, indemnify and hold harmless Grove HR, its Affiliates and its and their officers, directors, employees, agents, successors and assigns from and against any and all losses, costs, expenses (including attorneys’ fees and costs), claims, liabilities, and damages of any kind incurred by those persons or entities which result from (a) your violation of this Agreement, (b) your Customer Data, (c) your violations of law or the rights of any third party, (d) any hiring, termination, advancement, or other employee-related decisions you make based on the Service.

IDENTIFICATION AS CUSTOMER. 
Grove HR may identify your organization as a customer in Grove HR’s promotional materials, including on its Website. Grove HR will stop this use at your request if you send an email with that request to support@grovehr.com.

COMMUNICATIONS. 
Any notices to Grove HR regarding this Agreement should be made to support@grovehr.com. Grove HR may send any notices to you to the contact email you specify for your User Admin in your Grove HR account. You are required to keep the contact information for your User Admin current.

GOVERNING LAW AND LANGUAGE. 
This Agreement is governed by the laws of the state of Georgia, USA, without regard to choice or conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The official language of this Agreement is English. All contract interpretations, notices, and dispute resolutions shall be in English. Translations of any of these documents are not to be construed as official or original versions of the documents.

DISPUTE RESOLUTION.

(a) If you are a resident of, or a company organized under a state or territory of, the United States, then all disputes regarding this Agreement will be settled exclusively in any court of competent jurisdiction located in Fulton County, Georgia. Each party hereby consents and submits to the personal jurisdiction of such courts. Each party hereby waives any objection based on forum non-convenient and any objection to venue of any action instituted under this Agreement to the extent that an action is brought in the courts identified above.

(b) Otherwise, all disputes regarding this Agreement shall be finally resolved by binding arbitration before a single arbitrator pursuant to the then-existing Rules of Conciliation and Arbitration (“Rules”), and under the auspices, of the International Chamber of Commerce (“ICC”). The arbitrator shall be knowledgeable in the chosen law and the software industry. At either party’s request, the arbitrator shall give a written opinion stating the factual basis and legal reasoning for the decision. The arbitrator shall have the authority to determine issues of arbitrability and to award damages as permitted by this Agreement. The parties, their representatives, and any other participants shall hold the existence, content, and result of the arbitration in confidence. The arbitration proceedings will take place in Atlanta, Georgia. Judgment on the arbitration award may be entered in any court having jurisdiction.

(c) Notwithstanding the foregoing, Grove HR may, at its sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief) as necessary to enforce its rights in its intellectual property.

LIMITATION OF ACTIONS. 
No action arising out of this Agreement, regardless of form, may be brought by you more than one year after the date the cause of action has accrued.

EXPORT COMPLIANCE. 
The Service may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you as an individual and your organization are not named on any U.S. government denied-party list. You shall not use or export the Service in violation of any U.S. export law or regulation.

U.S. GOVERNMENT END-USE PROVISIONS.
The following applies to all acquisitions of the Service and Documentation by or for the U.S. government or by any prime contractor or subcontractor under any contract, grant or other activity with the U.S. government. The Service and documentation and services utilizing the Service and Documentation provided under this Agreement are “commercial items” as that term is defined at 48 C.F.R. 2.101 consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and other applicable acquisition regulations and are provided to the U.S. Government only as a commercial item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, all U.S. Government users and licensees acquire the Service and its associated services and Documentation with only those rights and subject to the restrictions set forth in this Agreement. Notwithstanding the foregoing, the Service and its associated services and Documentation may not be acquired by the U.S. government pursuant to a contract incorporating clauses prescribed by FAR Subpart 27.4 or DFARS Subpart 227.4.

MODIFICATIONS AND AMENDMENTS.
We modify the Service from time to time, including by adding or deleting features and functions, in an effort to improve our customer experience. We may update and change any part or all of these Terms of Service. If we update or change these Terms of Service, the updated Terms of Service will be posted at https://www.grovehr.com/terms-of-service. We will do our best to let you know via the contact email you specify for your User Admin in your Grove HR account. The updated Terms of Service will become effective and binding on the next business day after it is posted. When we change these Terms of Service, the "Last Modified" date above will be updated to reflect the date of the most recent version. If you do not agree with a modification to the Terms of Service, you must notify us in writing within 30 days after receiving notice of the modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Terms of Service prior to modification for the remainder of your current Subscription Term. Upon renewal, the revised Terms of Service will apply unless the Agreement has ended pursuant to the terms of the “SUBSCRIPTION TERM” or “TERMINATION” sections above.

MISCELLANEOUS.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. Except for modifications made by Grove HR in accordance with the “MODIFICATIONS AND AMENDMENTS” section, above, no waiver or modification of any provision of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by authorized representatives of the parties. No failure or delay by either party to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. A party’s waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant. Suppose any provision of this Agreement requires judicial interpretation. In that case, this Agreement is not to be more strictly construed against one party than the other. Suppose any provision of this Agreement is declared invalid by a court of competent jurisdiction. In that case, the provision will be ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect. You may not assign, sublicense, or transfer this Agreement without the prior written consent of Grove. Any attempt by you to sublicense, assign or transfer any rights, duties, or obligations hereunder is null and void.

All prices are subject to change without notice and are not guaranteed, except that prices for an order that have been accepted by GroveHR

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