SOFTWARE AS A SERVICE AGREEMENT

This Software as a Service Agreement (this "Agreement") is between GoGrow, a California corporation, having its principal place of business at 2100 Palomar Rd. Carlsbad, CA 92011 ("GoGrow," "we," "our," or "us") and the individual or entity ("Customer," "you," or "your") that accesses or uses the GoGrowAI services.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE GOGROWAI SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

BACKGROUND

GoGrow provides a strategic planning software platform known as GoGrowAI. This Agreement governs your access to and use of GoGrow's services and sets forth the legally binding terms and conditions for your use of the Services.

1. DEFINITIONS

1.1 "Authorized Users" means employees, consultants, contractors, and agents of Customer who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.

1.2 "Confidential Information" means any information that is treated as confidential by either party, including but not limited to trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing.

Confidential Information includes Customer's business and financial information, strategic planning data, and any other sensitive information uploaded to the Services. Confidential Information does not include information that: (a) is already known to the receiving party without restriction on use or disclosure prior to receipt of such information from the disclosing party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the receiving party; (c) is developed by the receiving party independently of, and without reference to, any Confidential Information of the disclosing party; or (d) is received by the receiving party from a third party who is not under any obligation to maintain the confidentiality of such information.

1.3 "Customer Data" means all information, data, materials, works, ideas, business plans, financial data, strategic analyses, and other content uploaded, submitted, posted, transferred, transmitted, or otherwise provided by or on behalf of Customer or any Authorized User through the Services.

1.4 "Documentation" means GoGrow's user manuals, handbooks, and guides relating to the Services provided by GoGrow either electronically or in hard copy form.

1.5 "Output" means the information, results, recommendations, plans, analyses and other materials generated by the Services for Customer based on Customer Data.

1.6 "Services" means the GoGrowAI platform and any associated services, features, functions, tools, and interfaces provided by GoGrow.

2. ACCESS AND USE

2.1 Provision of Access. Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of this Agreement, GoGrow hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for Customer's internal business operations. Such use is limited to Customer's Authorized Users.

2.2 Use Restrictions. Customer shall not, and shall not permit any Authorized Users to: (a) sell, rent, lease, lend, sublicense, distribute, transfer, copy, reproduce, display, modify or time-share the Services; (b) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services; (c) bypass or breach any security device or protection used by the Services; (d) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material; (e) use the Services to store or transmit malicious code; (f) interfere with or disrupt the integrity or performance of the Services; (g) attempt to gain unauthorized access to the Services or their related systems or networks; (h) access or use the Services for purposes of competitive analysis or to build competitive products; or (i) exceed any applicable usage limits specified in Customer's subscription plan.

3. CONFIDENTIALITY

3.1 Protection of Confidential Information. The receiving party shall: (a) not use the disclosing party's Confidential Information for any purpose outside the scope of this Agreement without the disclosing party's prior written consent; (b) limit access to the disclosing party's Confidential Information to those employees, agents, or contractors who need such access for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective as those in this Agreement; (c) protect the disclosing party's Confidential Information from unauthorized use, access, or disclosure using a reasonable degree of care based on the nature of the information.

3.2 Required Disclosure. If the receiving party is compelled by law to disclose Confidential Information, it shall: (a) provide the disclosing party with prior written notice of such compelled disclosure; (b) provide reasonable assistance if the disclosing party wishes to contest the disclosure; and (c) disclose only that portion of Confidential Information legally required to be disclosed.

3.3 Return of Materials. Upon termination of this Agreement, or upon the disclosing party's written request, the receiving party shall promptly return or destroy all Confidential Information and copies thereof in its possession or control.

4. INTELLECTUAL PROPERTY

4.1 GoGrow IP. GoGrow owns and retains all right, title, and interest in and to the Services, including all software, ideas, processes, data, tools, materials and any intellectual property rights therein. Nothing in this Agreement shall be construed to transfer or assign any intellectual property rights from GoGrow to Customer.

4.2 Customer Data. Customer owns and retains all right, title, and interest in and to the Customer Data, including any intellectual property rights therein. Customer hereby grants GoGrow a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and display the Customer Data solely to the extent necessary to provide the Services to Customer.

4.3 Output. Customer shall own all right, title, and interest in and to the Output. GoGrow explicitly commits that it will not use Output to train AI models or improve other AI systems.

5. DATA SECURITY AND PRIVACY

5.1 Security Measures. GoGrow will implement and maintain reasonable administrative, physical, and technical safeguards designed to protect Customer Data.

5.2 Data Privacy. GoGrow will process Customer Data in accordance with its Privacy Policy and applicable data protection laws. GoGrow will not share Customer Data with third parties except as necessary to provide the Services or as required by law.

5.3 Data Deletion. Upon Customer's written request, GoGrow will promptly delete all Customer Data from its systems. GoGrow will provide written confirmation once deletion is complete, including deletion from all backups and archives.

6. INDEMNIFICATION

6.1 GoGrow Indemnification. GoGrow shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) resulting from any third-party claim alleging that the Services infringe any intellectual property right of a third party; provided that Customer (a) promptly gives written notice of the claim to GoGrow; (b) gives GoGrow sole control of the defense and settlement of the claim; and (c) provides reasonable assistance to GoGrow.

6.2 Customer Indemnification. Customer shall indemnify, defend, and hold harmless GoGrow from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) resulting from any third-party claim arising from (a) Customer Data; (b) Customer's use of the Services in violation of this Agreement; or (c) Customer's violation of applicable laws.

7. WARRANTIES AND DISCLAIMERS

7.1 Mutual Warranties. Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; and (b) it will comply with all applicable laws and regulations in its performance of this Agreement.

7.2 GoGrow Warranties. GoGrow warrants that the Services will perform materially in accordance with the Documentation. Customer's exclusive remedy for GoGrow's breach of this warranty shall be the repair or replacement of the Services that do not meet this warranty.

7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND GOGROW HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

8. LIMITATION OF LIABILITY

8.1 Limitation of Liability. EXCEPT FOR OBLIGATIONS UNDER SECTION 6 (INDEMNIFICATION) OR BREACHES OF SECTION 3 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.

8.2 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

9. WARRANTIES AND DISCLAIMERS

9.1 Mutual Warranties Each party warrants it has the right to enter this Agreement

9.2 Service Warranty

We warrant the Service will:

Materially conform to documentationBe provided in a professional mannerComply with applicable laws

9.3 Disclaimers

No guarantee of specific resultsNo warranty of uninterrupted operationNo responsibility for Customer Data accuracy

10. GENERAL PROVISIONS

10.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements between the parties relating to its subject matter.

10.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

10.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

10.4 Amendments. No modification of or amendment to this Agreement will be effective unless in writing and provided to Customer. GoGrow reserves the right to update or modify this Agreement at any time, and will provide notice of material changes to Customer via email or through the Services. Customer's continued use of the Services following such notice constitutes acceptance of the modified Agreement.

11. ACCEPTANCE OF TERMS

By accessing or using the GoGrowAI Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you must not access or use the Services. If you are accepting this Agreement on behalf of an entity or organization, you represent and warrant that you have the authority to bind that entity or organization to this Agreement. In such case, "you" and "your" will refer to that entity or organization.

This Agreement becomes effective when you click a button or checkbox indicating your acceptance, create an account, or when you first access or use the Services, whichever occurs first.

12. CONTACT INFORMATION

For questions about this Agreement or the Services, please contact:

GoGrow "2100 Palomar Rd. Carlsbad, CA 92011" Email: [email protected] Phone: 760.822.1054