Grotto Terms of Use

a. Creating Your Account

In order to access certain features of the Grotto Platform, you may be required to create an Account. You must be 18 years or older to use the Grotto Platform. You must not create an Account or use the Grotto Platform if you have been previously removed by Grotto, or if you have been previously suspended or removed from the Grotto Platform. You must not create an Account using a false identity or information, or on behalf of someone other than yourself.

b. Registration Data

In registering an Account on the Grotto Platform, you must (a) provide true, accurate, current, and complete information about yourself and your organization as prompted (the "Registration Data"), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Registration Data may include your name, email address, contact information, and information about your organization, such as organization name, type, and business activities. Grotto may suspend or terminate your Account and refuse any and all current or future use of the Grotto Platform (or any portion thereof) if you provide false or inaccurate data.

c. Responsibility for Account

You are solely responsible for any activity on your Account. If you are registering as a business entity, you personally guarantee that you have the authority to agree to the Terms on behalf of the business. If you are an individual (such as an independent leasing agent), these Terms apply to you in your individual capacity.

d. Your Account

You do not own or have any other property interest in your Account. Furthermore, you are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, even individuals in the same business or entity, and you must tell us immediately of any unauthorized use of your password or any other breach of security. You may not have more than one Account at any given time. Grotto reserves the right to remove or reclaim any usernames at any time and for any reason, including claims by a third party that a username violates the third party's rights.

e. Communications with Grotto

Except as may be set forth in any supplemental terms, Grotto only offers support via email (through support@grotto.ai). Please review Section 15 (General Provisions) for how to contact Grotto for legal notices.

f. Privacy and Security

The Services can involve the submission, collection and/or use of personal information. We and any applicable third party may collect, access and use such information relating to Users. Personal information collected by us in connection with the Services will be maintained in accordance with our posted Privacy Policy. We endeavor to maintain reasonable administrative, technical and physical safeguards designed to protect our Services against accidental, unlawful or unauthorized destruction, loss, alteration, access, disclosure or use, although we cannot and do not guarantee the security of any information. If we detect potentially suspicious activity associated with your Account (e.g., a potential cyberattack or compromise), we may disable access to them as deemed appropriate in our reasonable discretion. In the event we do so, we will endeavor to promptly notify you about the issue and potential steps towards resolution.

g. Recording and Communications Consent

The Services may involve the recording, transcription, and analysis of leasing interactions, including calls, tours, and other communications between leasing agents and prospective tenants. You acknowledge and agree that you are solely responsible for: (a) determining and complying with all applicable federal, state, and local laws, rules, and regulations governing the recording, monitoring, and interception of communications, including all applicable wiretapping, eavesdropping, and consent laws (whether in a one-party or two-party consent jurisdiction); (b) obtaining all required notices, consents, and authorizations from all participants in any leasing interaction prior to using the Services to record, transcribe, or analyze such interaction; (c) ensuring that all leasing agents and other personnel using the Services on your behalf are informed of and comply with such obligations; and (d) complying with all applicable privacy laws and regulations with respect to any personal information of prospective tenants or other individuals collected, processed, or disclosed in connection with your use of the Services, including any text message communications facilitated through the Services. Grotto shall have no liability arising from your failure to comply with the obligations set forth in this Section 3(g). You shall indemnify and hold harmless the Grotto Parties from and against any and all Losses arising out of or relating to your failure to obtain required consents or comply with applicable recording, wiretapping, privacy, or communications laws in connection with your use of the Services.

a. Paid Services

Certain Services we provide may be subject to payment of particular fees ("Fees"), as determined by Grotto at its sole discretion and as posted on our website ("Paid Services"). We have the sole discretion as to the means, manner, and method for performing the Services. We have the right to offer the Services through different price plans and impose different restrictions for the use of the Services in each price plan, including without limitation, the number of users, storage capacity, and access to add-on features.

• i. Grotto will notify you of applicable Fees for your use of the Services, and you must pay Grotto for the Paid Services you select on the payment schedule specified by Grotto.
• ii. Grotto reserves the right to change its Fees at any time in its sole discretion. Grotto will send notice regarding the change to you if such a change will affect your existing subscriptions.
• iii. If you receive a free trial, discount or other promotional offer from us, Grotto shall have the right at the end of the applicable free/discounted period to automatically and without notice renew your subscription to such Paid Services at the then-current applicable Fees.
• iv. You agree to provide current, complete, and accurate payment information for all purchases, so that we can complete your transactions and contact you as needed. No purchases are permitted for resale or transfer to another person or organization without our express authorization. All payment processing is handled by our third-party payment processor, Stripe. Grotto does not directly collect or store your payment card information. All payments must be in U.S. dollars unless otherwise specified.
• v. All Fees are in U.S. Dollars and payable in U.S. Dollars to Grotto, except as specifically stated otherwise in writing by Grotto. All Fees are exclusive of applicable taxes including value-added tax, sales tax, goods and service tax, and other levies or duties imposed by taxing authorities, and you shall be responsible for payment of all applicable taxes relating to your use of the Services, or to any payments or purchases made by you.
• vi. If you purchase Paid Services directly from Grotto, then as part of registering or submitting information to receive Paid Services, you also authorize Grotto (either directly or through its affiliates, service providers, or other third parties, including Stripe) to request and collect payment and service fees, and otherwise charge, refund or take any other appropriate billing actions, through our payment provider or your designated bank account, and to make any inquiries Grotto may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment.
• vii. ALL PURCHASES THROUGH OUR SERVICES ARE FINAL AND NON-REFUNDABLE EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE.

b. Invoices

Grotto will issue a billing statement for any payment of Fees or refund made to or by Grotto ("Statement"). Statements will be issued in electronic form and made available to you via your Account and/or by email. For the purpose of issuing a Statement, you may be required to furnish certain personal information (as such term is defined in the Privacy Policy) in order for us to comply with local laws.

c. Subscription and Auto-Renewals

• i. In order to ensure that you do not experience any interruption or loss of services, certain Paid Services are provided on a subscription basis ("Subscription") and include an automatic renewal option by default, according to which, unless you turn off the auto-renewal option, such Paid Services will automatically renew upon the end of the applicable Subscription period, for a renewal period equal in time to the original Subscription period and, unless otherwise notified to you, at the same price. Before completing your purchase, you will be clearly presented with all material terms of the Subscription, including the recurring nature of the charges, frequency, amount, cancellation process, and renewal terms, and you must affirmatively consent to these terms.
• ii. Where applicable, Grotto will attempt to automatically charge you the applicable Fees using the payment method in your Account, within up to two (2) weeks before such renewal period commences. In the event of failure to collect the Fees owed by you, we may, at our sole discretion, retry to collect at a later time, and/or suspend or cancel your Account, without further notice.
• iii. By entering into these Terms and by purchasing a Subscription, you acknowledge and agree that the Subscription shall automatically renew in accordance with the above terms.
• iv. Cancellation options will be made available in a manner that is as simple and accessible as the method used to sign up. You acknowledge and agree that you shall not have any claims against Grotto in relation to the discontinuation of any Services, for whatever reason.

d. Chargebacks

• i. If at any time, we record a decline, chargeback or other rejection of a charge of any payable Fees due to Grotto for your Account (a "Chargeback"), it will be considered as a breach of your payment obligations, and your use of the Services may be automatically disabled or terminated.
• ii. Your use of the Services will not resume until you re-subscribe for any such Services, and pay any applicable Fees in full, including any fees and expenses incurred by Grotto for each Chargeback received.
• iii. If you have any questions or concerns regarding a payment made by you to Grotto, we encourage you to first contact us before filing a Chargeback or reversal of payment.
• iv. We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the user is responsible for such Chargeback.

e. Cancellation

You may discontinue use and request to cancel your Account and/or any Grotto Services at any time, in accordance with the instructions available through the Services. If you signed up through our website, you will be able to cancel through an online cancellation mechanism that is at least as simple as the sign-up process. This may include a "Cancel Subscription" button in your Account settings or an equally accessible online form. The effective date for cancellation of Paid Services shall be at the end of such Paid Services' period. THE TERMS AND CONDITIONS IN THIS SECTION 5 ARE ONLY AS BROAD AS PERMITTED BY LAW AND DO NOT AFFECT ANY STATUTORY RIGHTS YOU MAY HAVE.

a. Your Content

You may not Share any of Your Content unless you have the necessary rights as contemplated in the Agreement. When you Share any of Your Content, you represent that you own or have sufficient rights to Share Your Content in connection with the Grotto Platform, including to grant the license set forth in Section 7(b). This includes any documents, leasing materials, property information, prospect data, recordings, or other files you upload to the platform. Grotto has the right in its sole discretion to remove or block any of Your Content at any time where (a) Your Content violates applicable laws, regulations, orders, or is in violation of the Agreement; (b) removal or blocking is necessary because of exigent circumstances or to protect the safety, security, reputation, or integrity of the Grotto Platform or any third party; or (c) in order to respond to requests from law enforcement or any other governmental authority.

b. Inappropriate Content

You are entirely responsible for all of Your Content that you Share. You must not share any of Your Content on or through the Grotto Platform that: (a) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, pornographic, offensive, or profane; (b) infringes or misappropriates any third party's intellectual property rights or other proprietary rights; (c) contains any viruses, worms or other malicious computer programming codes that may damage the Grotto Platform; (d) contains any personal information, such as financial, medical or other sensitive personal information, such as government IDs, passport numbers or social security numbers, that you do not have the right to share; or (e) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes.

c. Data Backup

Grotto is not responsible and will not have any liability for (a) any such loss or the accuracy of any Content; (b) the failure to store, transmit, or receive transmission of any Content; or (c) the security, privacy, storage, or transmission of other communications originating with or involving use of the Grotto Platform. Grotto is not responsible for the backup of Your Content. You acknowledge that data conversion, processing and manipulation are subject to the likelihood of human and machine errors, omissions, delays, and losses. You should adopt reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensure the accuracy of data.

a. Grotto Grant of License

Subject to your compliance with the Agreement, Grotto grants to you a limited, royalty-free, worldwide, non-exclusive, non-transferable license to use and access the Grotto Platform, for your personal or internal business use. This license does not include any right to resell or collect and use any derivative of the Grotto Platform, AI Tools, Your Content, or User Content; any downloading or copying of Account information for the benefit of a third party; or any use of data mining, robots, or similar data gathering and extraction tools. Except as expressly permitted herein, the Grotto Platform may not be reproduced, sold, resold, visited or otherwise exploited for any purpose without Grotto's express written consent. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you.

b. Your Grant of License

You hereby grant to Grotto a worldwide, non-exclusive, royalty-free, transferable, sublicensable, irrevocable, perpetual right (including any moral rights) and license to use, reproduce, perform, display, distribute, store, adapt, translate, modify, process, and create derivative works of all of Your Content, in whole or in part, and in combination with User Content and other data or materials for the purposes of (a) providing and operating the Grotto Platform, performing support, and performing additional Grotto Platform functions; and (b) to improve the Grotto Platform. For clarity, this license does not grant Grotto the right to use Your Content to train AI models. You also grant Grotto the right to use your name, logo, trade name, trademarks, and other brand identifiers for advertising, marketing, promotional, and internal purposes, including but not limited to presentations, case studies, customer lists, and product demonstrations. Notwithstanding the foregoing, Grotto acknowledges that certain Users, including government entities and large institutions, may require separate written agreements with specific marketing restrictions, and Grotto will honor such restrictions where applicable.

c. Feedback

You hereby grant Grotto a royalty-free, worldwide, irrevocable, perpetual license to use or incorporate into the Grotto Platform, without restriction, any and all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you relating to any of the Grotto Platform ("Feedback"). Grotto will not publicly identify you as the source of such Feedback without your permission.

d. Usage Data

As between Grotto and you, all data analytics, technical logs, learnings, and data generated from your use of the Grotto Platform ("Usage Data") are the sole and exclusive property of Grotto. Grotto will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify you; and (b) aggregated with data across other Users.

e. Ownership

Except for the limited license granted to Grotto under Section 7(b), you solely own and retain all rights, title and interest in Your Content. Except for the limited license granted to you pursuant to Section 7(a), Grotto solely owns and retains all right, title and interest in and to the Grotto Platform, Usage Data, AI Tools, Feedback, and Grotto Marks, including all of the software comprising any portion thereof and all related services, specifications, Documentation, technical information, corrections, modifications, derivatives, additions, improvements and enhancements to and all intellectual property rights in the foregoing.

f. Compliance with Laws and Regulations

You are responsible for complying with all applicable Laws, rules, and regulations in all your actions related to your use of the Grotto Platform, regardless of the purpose of the use.

g. Monitoring

Grotto may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Grotto Platform and/or Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the Sharing of Your Content in any form.

h. Use Restrictions

Grotto grants no rights other than explicitly granted in this Agreement. For the avoidance of doubt, User shall not (or permit any third party to):

• i. violate or attempt to bypass any usage restrictions on specific features or settings, such as limits on access frequency, storage capacity, number of users, or other system resources;
• ii. reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate, engage in model extraction or stealing attacks, attempt prompt injection or jailbreaking techniques, attempt to bypass system safeguards or content filters, or otherwise attempt to discover, access, derive, or reconstruct any source code, underlying components of the Services, algorithms, source prompts, training methodologies, proprietary techniques, and/or systems of any Service (except to the extent these restrictions are contrary to applicable Law);
• iii. coordinate malicious activities across multiple accounts; use automation to create accounts or engage in spam behavior; or engage in unauthorized use of prompts and completions to train AI models or to extract or replicate Grotto's proprietary data, models, or systems;
• iv. modify, copy, reproduce, or create derivative works based on any Service, support, professional services, or Documentation;
• v. remove, modify, or obscure any terms, confidential branding, proprietary notices, copyright notices, branding or identifying disclaimers from any Service, support, professional services, or Documentation;
• vi. access or use any Service to create any competing model, product or service or to benchmark against a competing model, product or service, or to reconstruct Grotto's proprietary methods, processes, or trade secrets;
• vii. engage in or use any data mining, crawling, readers, bots, scraping, systematic querying, or similar data collection or extraction methods that result in a load on the Service inconsistent with normal human usage behavior;
• viii. access or use the Services by any means other than through the interfaces that are provided by Grotto or do any "mirroring" or "framing" of any part of the Services;
• ix. use any method to extract, harvest, collect, or store data from the Services other than as permitted through the Services; or buy, sell, or transfer API keys except as may be otherwise permitted as set forth in this Agreement;
• x. share, rent, or allow concurrent use of access credentials; use or attempt to use stolen, hacked, purchased, borrowed, or otherwise improperly obtained credentials; impersonate another user; or permit use of any Services by any unauthorized individual, entity, device, or system;
• xi. use any Services in violation of any applicable Law, including any purposes classified as "prohibited" or "high-risk" under applicable Laws, including AI regulatory requirements in various countries and regions;
• xii. use any Services in a manner that knowingly infringes, misappropriates, or otherwise violates any third party's rights, including through unauthorized surveillance or profiling;
• xiii. use any Services for any unlawful, prohibited, defamatory, fraudulent, deceptive, unethical, inappropriate, offensive, violent, pornographic, obscene, abusive or harmful purpose or activities;
• xiv. attempt to probe, scan, or test the vulnerability of the Services, breach the security or authentication measures of the Services without proper authorization, or intentionally make any part of the Services unavailable to any individual, entity, device, or system;
• xv. introduce into any Services any malicious code, including viruses, worms, Trojan horses, time bombs, spyware, adware, or other harmful technologies;
• xvi. use the Services in any manner that disrupts or compromises the integrity or security of the Service or related systems;
• xvii. transfer, lease, lend, provide, display, publish, license, sublicense, sell, assign, or otherwise make any Services available as a service bureau or otherwise to provide services to any individual, entity, device, or system except as expressly permitted in this Agreement;
• xviii. collect, record, store, analyze, or disclose confidential information related to the operation or outputs of the Services, including patterns, methodologies, response characteristics, or other proprietary elements that could reveal Grotto's trade secrets; or
• xix. use the Services in violation of Grotto's policies or that may harm Grotto's name or reputation or that of any of Grotto's affiliates or partners.

a. Third-Party Websites, Applications, and Ads

The Grotto Platform may use and/or contain links to third-party websites, mobile apps, software, products, services, and advertisements for third parties, including connections with and to the payment processor (collectively, the "Third-Party Services"). Grotto has no control over these Third-Party Services or their content and does not assume responsibility or liability for any content, opinions, or material available on them. The Grotto Platform may also contain data or other materials that are made available by third parties, or content that is based on such third-party data or other materials.

b. Disclaimer

Grotto does not own the Third-Party Services or the Content, opinions, and materials contained therein. Grotto expressly disclaims, and does not assume, any responsibility or liability for any Third-Party Services, or any Content, opinions, or material available on Third-Party Services, or such Third-Party Services' privacy practices with respect to information that you provide via the Third-Party Services. Grotto does not endorse the content of any Third-Party Services or represent or warrant that a Third-Party Service is or will be free of computer viruses or other harmful code. We encourage you to review any Third-Party Service's terms of use and privacy policy as those apply to your use of the Third-Party Service.

a. Indemnification

User must indemnify and hold harmless Grotto, its affiliates, subsidiaries, shareholders, officers, directors, employees, licensors, contractors, agents and representatives (each, a "Grotto Party" and collectively, the "Grotto Parties") against any and all losses, liabilities, damages, penalties, liens, fees (including reasonable attorneys' fees, disbursements and costs of investigation), costs and expenses (collectively "Losses") suffered, incurred or sustained by any Grotto Parties or to which any Grotto Parties become subject, resulting from or arising out of or relating to any third party claims arising out of:

• (a) Your Content;
• (b) your use of, or inability to use, the Grotto Platform;
• (c) your violation of any term of this Agreement;
• (d) your violation of any rights of another party, including the infringement, violation or misappropriation of any intellectual property rights or proprietary rights of a third party;
• (e) your violation of any applicable laws, rules or regulations;
• (f) your willful, grossly negligent, tortious or criminal acts or omissions;
• (g) any leasing decision, tenant communication, or marketing activity made in reliance on Outputs or AI-generated content from the Grotto Platform; and
• (h) your failure to comply with your obligations under Section 3(g) (Recording and Communications Consent) of this Agreement.

b. Defense

Grotto reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Grotto in asserting any available defenses. The applicable Grotto Party will provide you with written notice of any claim for which it seeks indemnification under this Section 9.

a. Your Representations and Warranties

You represent and warrant to Grotto that (a) your Content does not infringe, violate, or misappropriate the intellectual property rights or proprietary rights of any third party; (b) you have obtained all necessary rights and consents to provide Your Content under this Agreement; (c) you hold all applicable licenses and qualifications required by applicable law; (d) you will comply with all applicable law, rules, and regulations; and (e) you satisfy and will continue to satisfy all eligibility requirements to use the Grotto Platform, as such requirements may be revised or updated.

b. Disclaimer

a. Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GROTTO BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEY'S FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE GREATER OF (a) THE AMOUNT OF PAYMENTS MADE BY YOU TO GROTTO DIRECTLY FOR YOUR USE OF THE GROTTO PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) ONE HUNDRED DOLLARS ($100). THE LIMITATIONS SET FORTH IN THIS SECTION 11 SHALL NOT APPLY TO YOUR OBLIGATION TO PAY FOR FEES DUE UNDER THIS AGREEMENT, IF ANY, OR ANY OTHER AGREEMENT BETWEEN YOU AND GROTTO.

b. Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GROTTO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, ATTORNEYS' FEES AND COSTS, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.

c. No Liability for Conduct of Third Parties

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS AND OTHER THIRD PARTIES ON OR THROUGH THE GROTTO PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT THE GROTTO PARTIES ARE NOT LIABLE FOR THE CONDUCT OF OTHER USERS OR OTHER THIRD PARTIES, INCLUDING OPERATORS OF THIRD-PARTY SERVICES. GROTTO MAKES NO WARRANTY THAT THE GROTTO PLATFORM OR PRODUCTS PROVIDED BY OTHER USERS AND THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

a. Non-Disclosure

Grotto may disclose or make available Confidential Information to you whether or not pursuant to this Agreement or through the Grotto Platform. You must: (a) hold in confidence and safeguard the Confidential Information of Grotto from unauthorized use, access, disclosure or processing using no less than a commercially reasonable degree of care; (b) not use or exploit the Confidential Information in any way except for the purposes of using the Grotto Platform; and (c) not disclose or make available such Confidential Information (in whole or in part) to any person or entity. You must promptly report to Grotto any actual or suspected violation of the Agreement and take all reasonable further steps to prevent, control or remedy any such violation.

b. Exclusions

Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of your breach of the Agreement; (b) is obtained by you on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or (c) you establish, by documentary evidence, was or is independently developed by you without using any Confidential Information of Grotto.

a. Your Termination

You may cancel your Account at any time by following the termination steps set forth in your Account settings or by emailing us at support@grotto.ai. Cancellation of your Account automatically terminates this Agreement.

b. Suspension by Grotto

Grotto may suspend or terminate your access to your Account or any of the Grotto Platform, with or without notice, in the event that (a) you provide any information that is untrue, inaccurate, incomplete or not current; (b) you breach the terms of this Agreement; (c) Grotto reasonably believes such action is necessary to protect the security or integrity of any of the Grotto Platform or any data therein; or (d) your use of or access to the Grotto Platform risks harm to the Grotto Platform, other Users, or others or violation of law.

c. Modification, Suspension or Discontinuance of Grotto Platform

We reserve the right to change, suspend, or discontinue any of the Grotto Platform for you, any or all Users, at any time, for any reason. We will not be liable to you for the effect that any changes to the Grotto Platform may have on you. In the event you have prepaid Fees for any Paid Services at the time of discontinuation, Grotto shall refund a pro-rata portion of such Fees.

d. Termination by Grotto

Grotto may terminate this Agreement at any time, without cause. In the event of such termination, Grotto will refund a pro-rata portion of any prepaid Fees for any Paid Services not yet performed as of the date of such termination.

e. Effect of Termination

Upon cancellation of your Account or other termination of the Agreement, your right to use the Grotto Platform will automatically terminate and Grotto may delete Your Content associated therewith. Documents stored on the platform are subject to soft deletion. Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

f. Data Retention, Storage, and Deletion Requirements

Certain Users may be subject to specific data retention, data storage, or data deletion requirements under applicable law, regulation, or institutional policy. If you are subject to any such requirements, it is solely your responsibility to notify Grotto in writing of those requirements promptly upon creating your Account and prior to uploading any Content to the platform. Grotto's standard data handling practices will apply to your Account unless and until you provide such written notice and Grotto has agreed in writing to accommodate your specific requirements, which may be subject to separate terms and additional fees.

g. Survival

All provisions of this Agreement that by their nature should survive termination will survive termination including: license rights, ownership provisions, confidentiality, warranty disclaimers, indemnity, and limitations of liability.

a. Applicability of Arbitration Agreement

Subject to the terms of this Agreement, you and Grotto agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Grotto Platform, any communications you receive, any data provided through the Grotto Platform or this Agreement and prior versions of this Agreement (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (a) you and Grotto may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or Grotto may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

b. Informal Dispute Resolution

c. Waiver of Jury Trial

YOU AND GROTTO HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Grotto are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14(a). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

d. Waiver of Class and Other Non-Individualized Relief

YOU AND GROTTO AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 14(m) (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

e. Injunctive Relief

Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief, you and Grotto agree that that particular claim or request for relief shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court.

f. Rules and Forum

This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Grotto agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this section.

g. Request

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). The Request must include: (a) the name, telephone number, mailing address, e-mail address of the party seeking arbitration and the account username (if applicable); (b) a statement of the legal claims being asserted and the factual bases of those claims; (c) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy; (d) a statement certifying completion of the Informal Dispute Resolution process; and (e) evidence that the requesting party has paid any necessary filing fees. If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address, and counsel must also sign the Request.

h. Fees

Each party's obligation to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

i. Confidentiality

You and Grotto agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

j. Arbitrator

The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

k. Authority of Arbitrator

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, except for: (a) all Disputes arising out of or relating to Section 14(d) (Waiver of Class and Other Non-Individualized Relief), which shall be decided by a court of competent jurisdiction; (b) all Disputes about the payment of arbitration fees, which shall be decided only by a court of competent jurisdiction; (c) all Disputes about whether either party has satisfied any condition precedent to arbitration, which shall be decided only by a court of competent jurisdiction; and (d) all Disputes about which version of the Arbitration Agreement applies, which shall be decided only by a court of competent jurisdiction. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based. The award of the arbitrator is final and binding upon you and us.

l. Attorneys' Fees and Costs

The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs.

m. Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, you and Grotto agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Grotto by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period, the AAA shall (a) administer the arbitration demands in batches of 100 Requests per batch; (b) appoint one arbitrator for each batch; and (c) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any), and one final award ("Batch Arbitration"). This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, except as expressly set forth in this provision.

n. 30-Day Right to Opt-Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 215 Park Ave S, Floor 11 Ste. 48, New York, NY 10003 or support@grotto.ai within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.

o. Invalidity, Expiration

Except as provided in Section 14(d), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Grotto must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred.

p. Modification

Notwithstanding any provision in this Agreement to the contrary, we agree that if Grotto makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to 215 Park Ave S, Floor 11 Ste. 48, New York, NY 10003, your continued use of the Grotto Platform constitutes your acceptance of any such changes.

a. Electronic Communications

The communications between you and Grotto may take place via electronic means, whether you visit the Grotto Platform or send Grotto emails, or whether Grotto posts notices on the Grotto Platform or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Grotto in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Grotto electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing.

b. Assignment

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Grotto's prior written consent. Grotto may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

c. Force Majeure

Grotto will not be liable for any delay or failure to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of the affected party, including acts of God, flood, fire, loss of electricity or other utilities, epidemic, pandemic, act of a public enemy or terrorist, act of any military, civil, regulatory or governmental authority, change in law or regulation, labor problem or unavailability of supplies ("Force Majeure Event"). A Force Majeure Event does not excuse User's payment obligations under this Agreement.

d. Questions, Complaints, Claims

If you have any questions, complaints or claims with respect to Grotto, please contact us at support@grotto.ai. We will do our best to address your concerns.

e. Agreement Updates

When changes are made, Grotto will make a new copy of the Agreement available on the Grotto Platform, and we will also update the "Effective Date" at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send a notification via email to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for Users without an Account and thirty (30) days after posting for Users with an Account. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU MUST STOP USING THE GROTTO PLATFORM.

f. Exclusive Venue

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Grotto agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Delaware.

g. Governing Law and Jurisdiction

THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

h. Choice of Language

It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.

i. Notice

Where Grotto requires that you provide an email address, you are responsible for providing Grotto with a valid and current email address. You may give notice to Grotto at the following address: 215 Park Ave S, Floor 11 Ste. 48, New York, NY 10003. Such notice shall be deemed given when received by Grotto by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

j. Waiver

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

k. Severability

If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

l. Section Headings and Summaries

Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

m. Export Control

You may not use, export, import, or transfer the Grotto Platform except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Grotto Platform, and any other applicable laws. In particular, the Grotto Platform may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Grotto Platform, you represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and you are not listed on any U.S. Government list of prohibited or restricted parties.

n. Entire Agreement

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.