GROCLIQ SOFTWARE TERMS OF SERVICE

Last Modified: April 27, 2026

About These Terms

These Terms of Service ("Agreement") are a legal contract between you and Growth Metrics

Technologies Private Limited governing your use of the Grocliq software platform — a cloud-based

Software as a Service (SaaS) application for marketing, content creation, SEO, social media management,

and lead management.

This Agreement consists of:

 General Terms (this document) — Core legal and commercial terms for using the software

 Privacy Policy — How we collect, use, and protect your data

By creating an account, subscribing to, or accessing the Grocliq software, you agree to these terms. If

you're entering this Agreement on behalf of a company or other legal entity, you represent that you

have authority to bind that entity.

1. DEFINITIONS

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common

control with a party.

"Authorized Users" means individuals you authorize to access the Software under your subscription,

including employees, contractors, and agents.

"Confidential Information" means non-public information disclosed by either party that is designated as

confidential or would reasonably be understood to be confidential.

"Customer Data" means all data, content, and information uploaded, submitted, or collected by you or

your Authorized Users via the Software, including leads, contacts, messages, analytics data, and content

you create.

"Documentation" means user guides, help articles, and technical documentation we make available for

the Software.

"Grocliq," "we," "us," or "our" means Growth Metrics Technologies Private Limited, a company

incorporated under the laws of India, operating the Grocliq software platform.

"Order Form" means the subscription details in your account, including plan type, billing period, and

fees.

"Software" or "Platform" means the Grocliq cloud-based software application and all related tools,

features, and services you subscribe to, including services provided in the platform.

"Subscription Fee" means the fees payable for access to the Software as specified in your Order Form or

pricing page.

"Subscription Term" means your initial subscription period and any renewal periods."Third-Party Products" means non-Grocliq services that integrate with the Software, including Meta

(Facebook, Instagram, WhatsApp), LinkedIn, Google Search Console, and Stripe.

"You," "your," or "Customer" means the person or entity using the Software.

2. SOFTWARE LICENSE AND ACCESS

2.1 License Grant

Subject to your compliance with this Agreement and payment of applicable fees, we grant you a limited,

non-exclusive, non-transferable, non-sublicensable license to access and use the Software during your

Subscription Term solely for your internal business purposes.

2.2 License Restrictions

You may not:

 Copy, modify, or create derivative works of the Software

 Rent, lease, lend, sell, sublicense, or distribute the Software

 Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software

 Remove, alter, or obscure any proprietary notices in the Software

 Use the Software to build a competing product or service

 Access the Software to benchmark or for competitive analysis

 Use automated means to access the Software except through our published APIs

 Circumvent any access controls or usage limits

2.3 Cloud-Based Software

The Software is provided as a cloud-based service. You access it via the internet through a web browser

or authorized applications. We host, maintain, and update the Software. You do not receive any

downloadable or installable software except as expressly provided.

2.4 Account Registration

To access the Software, you must:

 Create an account with accurate and complete information

 Be at least 18 years old or have legal authority to bind your organization

 Agree to these Terms and our Privacy Policy

 Provide valid payment information (for paid subscriptions)

2.5 Account Security

 You are responsible for maintaining the confidentiality of your account credentials You must notify us immediately of any unauthorized access to your account

 You are responsible for all activity that occurs under your account

 You must ensure all Authorized Users comply with these Terms

2.6 Acceptable Use

You will comply with our Acceptable Use Policy. You will not use the Software to:

 Send spam or unsolicited messages

 Violate any applicable laws or regulations

 Violate Third-Party Product policies (Meta, LinkedIn, Google, etc.)

 Send WhatsApp messages without proper customer consent

 Collect or process personal data without legal basis

 Publish false, misleading, or harmful content

 Attempt to gain unauthorized access to our systems or other users' accounts

 Interfere with or disrupt the Software or servers

 Introduce viruses, malware, or other harmful code

 Use the Software for any illegal purpose

2.7 Software Updates and Modifications

We may update, modify, or enhance the Software at any time. We will not materially reduce core

functionality you have paid for during your current Subscription Term, except:

 For Free Services

 Where required by law or Third-Party Products

 For beta or experimental features

3. THIRD-PARTY INTEGRATIONS

3.1 Connected Accounts

The Software integrates with third-party platforms. When you connect third-party accounts, you

authorize us to access data and permissions required to provide the Software's features:

Meta (Facebook, Instagram, WhatsApp)

 List Facebook Pages and Instagram accounts you manage

 Publish content to connected Pages and accounts

 Receive Lead Ad form submissions (name, email, phone, custom fields) from connected Pages Send and receive WhatsApp messages via your connected WhatsApp Business number

 Store access tokens securely to maintain connections

LinkedIn

 Authenticate via OpenID Connect

 Retrieve basic profile information

 Publish posts to your LinkedIn profile or Company Pages

Google Search Console

 Read search performance data (impressions, clicks, positions, queries)

 Read indexing status and sitemap data

 We do not modify your Search Console settings

Stripe

 Process subscription payments for the Software

 Manage billing information via Stripe's secure systems

3.2 Third-Party Terms

Your use of Third-Party Products is subject to those products' terms and policies. We are not responsible

for Third-Party Products, and they may change, restrict, or revoke API access at any time, which may

affect Software functionality.

3.3 Lead Ads Compliance

When using Leo's Lead Ads features:

 You must have admin access to Facebook Pages you connect

 You are responsible for complying with Meta's Lead Ads policies

 You must have appropriate legal basis to contact leads (consent, legitimate interest, etc.)

 You are responsible for honoring opt-out requests from leads

3.4 WhatsApp Business Compliance

When using Leo's WhatsApp features:

 You must comply with WhatsApp Business Policy and Meta Commerce Policy

 You must obtain consent before messaging customers

 Message templates must be approved by Meta before use

 You must not send prohibited content (spam, illegal goods, adult content, etc.) You are responsible for the content of all messages sent through the Software

3.5 Third-Party Disclaimer

We are not responsible for:

 Meta, LinkedIn, or Google suspending or restricting your accounts

 Message delivery failures on third-party platforms

 Policy changes by Third-Party Products

 Accuracy or availability of data provided by Third-Party Products

4. CONTENT AND AI FEATURES

4.1 Your Content

 You retain ownership of content you create or upload to the Software

 You grant us a license to process, store, and transmit your content solely to provide the

Software

 You are solely responsible for content you publish via the Software

 You must have rights to any content you upload or publish

4.2 AI-Generated Content (Lily, Mo)

The Software includes AI-powered content generation features:

 AI-generated content is provided as a starting point for your review and editing

 You are responsible for reviewing, editing, and approving all content before publishing

 We do not guarantee the accuracy, originality, quality, or suitability of AI-generated content

 You assume full responsibility for any AI-generated content you choose to publish

 AI-generated content may require fact-checking and editing for your specific use case

4.3 Prohibited Content

You may not use the Software to create, upload, or publish:

 Content that violates laws or platform policies

 Copyrighted material you don't have rights to use

 False, misleading, or deceptive content

 Hate speech, harassment, or content that promotes violence

 Adult or explicit content (unless permitted by the target platform)

 Content that infringes on third-party intellectual property or other rights5. SEO AND RANK TRACKING SOFTWARE (GROWLI)

5.1 Data Sources

The Software's rank tracking and SEO analysis features use third-party data providers. Search rankings

displayed may vary from actual results due to personalization, geographic location, device type, and

timing.

5.2 No Guarantees

 We do not guarantee ranking improvements or specific SEO results

 SEO recommendations provided by the Software are suggestions based on industry practices

 You are responsible for evaluating and implementing recommendations appropriately

 Search engine algorithms change frequently and are outside our control

6. FEES AND PAYMENT

6.1 Subscription Fees

Fees for the Software are specified in your Order Form or on our pricing page. All fees are:

 Due in advance for the applicable billing period

 Non-refundable except as specified in this Agreement

 Exclusive of applicable taxes

6.2 Billing

 Paid subscriptions are billed monthly or annually as selected

 We will charge your payment method on file at the start of each billing period

 We use Stripe to process payments securely

 You authorize us to charge your payment method for all fees due

6.3 Failed Payments

 We will notify you of failed payment attempts

 You have 7 days to update your payment information

 Software access may be suspended after 10 days of non-payment

 Accounts may be terminated after 15 days of non-payment

6.4 Price Changes

 We may change subscription fees with 30 days' advance notice Price changes take effect at your next renewal date

 You may cancel before renewal if you do not accept new pricing

6.5 Refunds

 Annual subscriptions: Pro-rated refund available upon written request

 Monthly subscriptions: No refunds for partial months

 Refunds not provided for unused features, reduced usage, or dissatisfaction with results

6.6 Taxes

All fees are exclusive of taxes. You agree to pay all applicable taxes. We will charge tax where required

by law based on your location.

7. TERM AND TERMINATION

7.1 Term

Your Subscription Term begins when you subscribe and continues for the period specified. Unless

cancelled, subscriptions renew automatically for successive periods of the same duration at the then-

current price.

7.2 Cancellation by You

You may cancel your subscription at any time from your account settings. Cancellation takes effect at

the end of your current billing period. You will retain access to the Software until then.

7.3 Termination for Cause

Either party may terminate this Agreement:

 Upon 30 days' written notice if the other party materially breaches and fails to cure within that

period

 Immediately if the other party becomes subject to bankruptcy or insolvency proceedings

We may also terminate or suspend immediately if:

 You violate our Acceptable Use Policy

 You violate Third-Party Product policies in a way that affects our service or other users

 Your use of the Software creates legal liability or security risk

7.4 Suspension

We may suspend your access to the Software without notice for:

 Use that violates laws, regulations, or this Agreement

 Excessive spam complaints or abuse reports Non-payment after the notice period expires

 Security vulnerabilities or conduct harmful to our systems or other users

7.5 Effect of Termination

Upon termination:

 Your license to use the Software terminates immediately

 You must stop using the Software

 We may delete your Customer Data after 20 days (unless required by law to retain)

 You remain liable for any fees incurred before termination

 Provisions that should survive will survive (Sections 6, 9, 10, 11, 12)

7.6 Free Services

We may suspend, limit, or terminate Free Services at any time without notice or liability.

8. CUSTOMER DATA

8.1 Ownership

You retain all rights to Customer Data. We do not claim ownership of your data.

8.2 License

You grant us a limited, non-exclusive license to process Customer Data as necessary to:

 Provide the Software to you

 Comply with applicable law

 Enforce this Agreement

8.3 Data Protection

We will maintain appropriate administrative, physical, and technical safeguards to protect Customer

Data as described in our Privacy Policy.

8.4 Data Portability

You may export your Customer Data at any time using the Software's export features or by

contacting fin@grocliq.com.

8.5 Data Deletion

Upon termination or written request, we will delete your Customer Data within 20 days, except:

 Where required by law to retain

 Anonymized or aggregated data that cannot identify you Backup copies that are deleted in the normal course of operations

9. INTELLECTUAL PROPERTY

9.1 Our Rights

We and our licensors retain all intellectual property rights in the Software, including all source code,

object code, algorithms, user interfaces, designs, Documentation, and any updates, modifications, or

derivative works. This Agreement does not transfer any ownership rights to you.

9.2 Your Rights

You retain all intellectual property rights in Customer Data and original content you create using the

Software.

9.3 Feedback

If you provide feedback, suggestions, or ideas about the Software, you grant us a perpetual, irrevocable,

worldwide, royalty-free license to use, modify, and incorporate them into the Software without

compensation or attribution.

10. CONFIDENTIALITY

10.1 Obligations

Each party agrees to:

 Protect the other's Confidential Information with at least the same care used for its own

confidential information

 Not use Confidential Information except to perform under this Agreement

 Not disclose Confidential Information to third parties except employees or contractors with a

need to know who are bound by confidentiality obligations

10.2 Exceptions

Confidential Information does not include information that:

 Is or becomes publicly available through no fault of the receiving party

 Was known to the receiving party before disclosure

 Is received from a third party without breach of any obligation

 Is independently developed without use of Confidential Information

10.3 Required Disclosure

A party may disclose Confidential Information if required by law, court order, or government authority,

provided the party gives reasonable prior notice (where legally permitted) and cooperates in seeking

protective measures.

11. INDEMNIFICATION11.1 Your Indemnification

You will indemnify, defend, and hold harmless Growth Metrics Technologies Private Limited and its

officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses

(including reasonable legal fees) arising from:

 Your use of the Software in violation of this Agreement

 Your violation of Third-Party Product policies

 Your violation of applicable laws or regulations

 Customer Data or content you create, upload, or publish

 Your infringement of any third-party rights

11.2 Our Indemnification

We will indemnify, defend, and hold you harmless from claims that the Software directly infringes a

valid patent, registered trademark, or registered copyright of a third party, except where the claim

arises from:

 Modification of the Software by anyone other than us

 Combination of the Software with products, services, or data not provided by us

 Your use of the Software in violation of this Agreement

 Free Services or beta features

11.3 Procedure

The indemnified party will:

 Provide prompt written notice of the claim

 Give the indemnifying party sole control of defense and settlement

 Provide reasonable cooperation at the indemnifying party's expense

The indemnifying party will not settle any claim that imposes liability on the indemnified party without

prior written consent.

12. DISCLAIMERS AND LIMITATION OF LIABILITY

12.1 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS" AND "AS

AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE DISCLAIM ALL IMPLIED

WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

 THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE DEFECTS WILL BE CORRECTED

 THE SOFTWARE IS FREE OF VIRUSES OR HARMFUL COMPONENTS

 THE SOFTWARE WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS

 ANY CONTENT, INCLUDING AI-GENERATED CONTENT, WILL BE ACCURATE, COMPLETE, OR

SUITABLE FOR YOUR PURPOSES

 USE OF THE SOFTWARE WILL RESULT IN ANY PARTICULAR BUSINESS OUTCOMES

12.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,

CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR

BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE,

REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR

OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND EITHER PARTY'S INDEMNIFICATION OBLIGATIONS,

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL

NOT EXCEED THE AMOUNTS YOU ACTUALLY PAID TO US FOR THE SOFTWARE IN THE TWELVE (12)

MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(C) FOR FREE SERVICES, OUR TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED US DOLLARS ($100

USD).

12.3 Third-Party Products

WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS. YOUR USE OF THIRD-PARTY

PRODUCTS IS AT YOUR SOLE RISK AND SUBJECT TO THEIR RESPECTIVE TERMS.

12.4 Essential Purpose

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL

PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY

NOT APPLY TO YOU.

12.5 Basis of the Bargain

YOU ACKNOWLEDGE THAT THE SUBSCRIPTION FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN

THIS AGREEMENT AND THAT WE WOULD NOT PROVIDE THE SOFTWARE WITHOUT THESE LIMITATIONS.

13. GENERAL PROVISIONS

13.1 Governing Law

This Agreement is governed by the laws of India, without regard to its conflict of law provisions. The

courts located in Bangalore, Karnataka, India will have exclusive jurisdiction over any disputes arising out

of or relating to this Agreement.13.2 Dispute Resolution

Before filing any formal claim, you agree to attempt to resolve any dispute informally by contacting us

at fin@grocliq.com. If the dispute is not resolved within thirty (30) days, either party may pursue formal

legal proceedings.

13.3 Assignment

You may not assign or transfer this Agreement or any rights hereunder without our prior written

consent, except to a successor entity in the event of a merger, acquisition, or sale of all or substantially

all of your assets. We may assign this Agreement to any affiliate or successor. Any attempted

assignment in violation of this section is void.

13.4 Notices

 To Us: Send written notices to fin@grocliq.com or to our registered address.

 To You: We may send notices via email to the address associated with your account or through

the Software. You are responsible for keeping your contact information current.

13.5 Modifications to Terms

We may modify this Agreement by posting updated terms on our website. For material changes, we will

provide at least thirty (30) days' notice via email or in-app notification before the changes take effect.

Your continued use of the Software after the effective date constitutes acceptance of the modified

terms. If you do not agree to the modifications, you must stop using the Software before the effective

date.

13.6 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining

provisions will continue in full force and effect. The invalid provision will be modified to the minimum

extent necessary to make it valid and enforceable while preserving the parties' original intent.

13.7 Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver

of that right. A waiver of any breach will not constitute a waiver of any subsequent breach.

13.8 Entire Agreement

This Agreement, including the Privacy Policy, Acceptable Use Policy, and any Order Forms, constitutes

the entire agreement between the parties regarding the Software and supersedes all prior or

contemporaneous agreements, proposals, or representations, whether written or oral.

13.9 Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond its

reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil

or military authorities, fire, floods, epidemics, pandemics, internet or telecommunications failures, or

power outages. This does not apply to payment obligations.13.10 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture,

agency, or employment relationship.

13.11 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing

in this Agreement confers any rights on any third party.

13.12 Export Compliance

You will comply with all applicable export and import laws and regulations in your use of the Software.

13.13 Language

This Agreement is written in English. If translated into another language, the English version will control

in case of any conflict.

14. CONTACT INFORMATION

For questions about these Software Terms of Service:

Email: fin@grocliq.com

Website: https://grocliq.ai

Growth Metrics Technologies Private Limited

By creating an account, subscribing to, or accessing the Grocliq Software, you acknowledge that you

have read, understood, and agree to be bound by these Software Terms of Service.

Document History:

 April 27, 2026 — Initial publication