1. The Service

Grove is a productized email marketing service for Shopify brands. The service includes, as applicable to your plan:

• Analysis and auditing of your email marketing performance (including your Grove Score);

• Strategy, creation, design, and scheduling of email campaigns and flows in your Klaviyo account;

• Ongoing management and optimization of your email marketing program.

Grove is a service performed on your behalf inside accounts that you own. You remain the owner of your Shopify store, your Klaviyo account, and your customer data at all times.

2. Authorizations You Grant Us

By accepting these Terms, you expressly authorize Grove to:

a. Access your data. Access, retrieve, and analyze data from your connected Shopify and Klaviyo accounts, including store performance data, order data, product data, email performance metrics, list and segment data, and subscriber engagement data, for the purpose of providing the service.

b. Make changes in your Klaviyo account. Create, edit, schedule, and send email campaigns and flows; create and modify segments, lists, templates, and tags; and make related configuration changes within your Klaviyo account as reasonably required to deliver the service.

c. Use your brand assets. Use your brand name, logos, product images, copy, colors, fonts, and other brand materials you provide or that are publicly available on your store, solely for the purpose of creating and executing email marketing on your behalf.

d. Send on your behalf. Prepare and execute email sends to your subscriber lists through your Klaviyo account, in your brand's name.

You may revoke these authorizations at any time by disconnecting your accounts or cancelling the service, subject to Section 6.

3. Your Responsibilities

You represent and warrant that:

• You own or have full authority over the Shopify and Klaviyo accounts you connect, and you have the right to grant the authorizations in Section 2;

• Your subscriber lists were collected lawfully and with valid consent, and you have the legal right to send commercial electronic messages to the contacts in your Klaviyo account under applicable law, including Canada's Anti-Spam Legislation (CASL), the U.S. CAN-SPAM Act, GDPR, and any other applicable email and privacy laws;

• The brand materials you provide do not infringe the intellectual property or other rights of any third party;

• You will maintain active, paid subscriptions to Shopify and Klaviyo as required for the service to function. Grove is not responsible for interruptions caused by your Shopify or Klaviyo accounts being suspended, downgraded, or disconnected.

You are the "sender" of all emails sent through your Klaviyo account for purposes of anti-spam legislation. Grove acts as your service provider in preparing and executing sends.

4. Billing and Payment

a. Recurring subscription. Grove is a monthly recurring subscription. By subscribing, you authorize Grove to charge your provided payment method on a recurring monthly basis.

b. Billing in advance. Payment is collected at the beginning of each billing month and covers the upcoming month of service. Your first payment is due at signup and covers your first month.

c. Price changes. We may change subscription pricing with at least thirty (30) days' written notice. Continued use of the service after a price change takes effect constitutes acceptance of the new price.

d. Failed payments. If a payment fails, we may retry the charge and/or suspend the service until payment is received. Continued non-payment may result in termination.

e. Taxes. Fees are exclusive of applicable taxes (including HST/GST), which will be added where required by law.

f. Refunds. Except where required by law, payments are non-refundable. Cancelling mid-cycle does not entitle you to a refund for the remainder of the current paid period; the service continues until the end of the period already paid for.

5. Cancellation

You may cancel your subscription at any time. Upon cancellation:

• No further payments will be charged. Cancellation removes your next scheduled payment;

• The service continues through the end of your current paid billing period, after which it ends;

• All work product already deployed in your Klaviyo account (campaigns, flows, templates, segments) remains in your account and is yours to keep, subject to Section 8.

Grove may also terminate or suspend the service for material breach of these Terms, non-payment, unlawful use, or where continuing the service would put Grove at legal or reputational risk. In the case of termination by Grove without cause, we will refund any prepaid amounts covering the period after termination.

6. Data Deletion After Cancellation

Upon cancellation and confirmation from you, or automatically within thirty (30) days of the end of your final billing period:

• Grove will delete the copies of your Shopify and Klaviyo data held in Grove's systems, along with stored credentials, API keys, and account connections;

• Grove will disconnect all integrations with your accounts.

Note: this applies to data held by Grove. Your own Shopify and Klaviyo accounts, and all subscriber data within them, are yours and are unaffected. Grove may retain limited records (such as invoices, payment records, and correspondence) as required by law, for accounting, or to enforce these Terms.

7. Privacy and Data Protection

Grove handles data in accordance with its Privacy Policy and applicable privacy law, including Canada's Personal Information Protection and Electronic Documents Act (PIPEDA). In summary:

• We access your data solely to provide the service;

• We do not sell your data or your customers' data;

• We do not use your customer data to market to your customers on behalf of anyone other than you;

• We use industry-standard safeguards, including encrypted credential storage, to protect connected account credentials and data;

• Where Grove processes personal information of your customers, it does so as a service provider acting on your instructions. You remain responsible for your own privacy obligations to your customers.

8. Intellectual Property

a. Your property. You retain all rights to your brand assets, your customer data, and your accounts.

b. Deliverables. Upon payment, you receive a perpetual, royalty-free license to use the email campaigns, flows, templates, designs, and copy Grove creates for you ("Deliverables") in connection with your business.

c. Grove's property. Grove retains all rights to its methods, processes, scoring systems (including the Grove Score), software, tools, templates frameworks, and know-how used to produce the Deliverables. Nothing in these Terms transfers ownership of Grove's underlying systems to you.

d. Portfolio use. Grove may reference your brand name and display non-confidential samples of the Deliverables in its portfolio and marketing materials. You may opt out of this by written notice.

9. Service Standards and Disclaimers

• Grove will perform the service with reasonable skill and care consistent with industry standards;

• Grove does not guarantee specific results, including revenue, open rates, click rates, deliverability outcomes, or list growth. Email marketing performance depends on factors outside Grove's control;

• The service depends on third-party platforms (including Shopify, Klaviyo, and payment processors). Grove is not liable for outages, API changes, feature removals, account suspensions, or data loss caused by those platforms;

• Except as expressly stated in these Terms, the service is provided "as is" and Grove disclaims all other warranties, express or implied, to the maximum extent permitted by law.

10. Limitation of Liability

To the maximum extent permitted by law:

• Grove's total aggregate liability arising out of or relating to the service is limited to the fees you paid to Grove in the three (3) months preceding the event giving rise to the claim;

• Grove is not liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, lost revenue, or lost data, even if advised of the possibility;

• Nothing in these Terms limits liability that cannot be limited under applicable law, including under applicable consumer protection legislation.

11. Indemnification

You agree to indemnify and hold harmless Grove and 9Bark Media from claims, damages, and costs (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your subscriber lists lacking valid consent or your violation of anti-spam or privacy laws; or (c) brand materials you provide infringing third-party rights.

12. Confidentiality

Each party will keep the other's non-public business information confidential and use it only as needed to perform under these Terms. This obligation survives cancellation for two (2) years, and indefinitely for trade secrets.

13. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or in-app notice at least fifteen (15) days before the changes take effect. Continued use of the service after the effective date constitutes acceptance. If you do not agree to updated Terms, you may cancel before they take effect.

14. General

• Governing law. These Terms are governed by the laws of the Province of New Brunswick and the federal laws of Canada applicable therein. The parties submit to the courts of New Brunswick, except where applicable consumer protection law provides otherwise.

• Entire agreement. These Terms, together with the Privacy Policy and any order or checkout page, form the entire agreement between the parties regarding the service.

• Assignment. You may not assign these Terms without our written consent. Grove may assign these Terms in connection with a merger, acquisition, or sale of assets.

• Severability. If any provision is found unenforceable, the remainder of these Terms remains in effect.

• No waiver. Failure to enforce a provision is not a waiver of it.

• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

15. Contact

Questions about these Terms:

Grove by 9Bark Media · Fredericton, New Brunswick, Canada · accounts@9bark.media