Terms of Service

Effective Date: April 8, 2026

1. Agreement to Terms

These Terms of Service ("Terms") are a legally binding agreement between Ascendry Ventures, operating as GrowlineAI ("GrowlineAI," "we," "us," or "our"), and the individual or business entity ("Client," "you," or "your") accessing or using the GrowlineAI platform, software, and related services (collectively, the "Platform").

By accessing or using the Platform — including creating an account, making a payment, or clicking any acceptance button — you represent that you have read, understood, and agree to these Terms. If you are acting on behalf of a business, you represent that you have authority to bind that business. If you do not agree, do not use the Platform.

GrowlineAI may update these Terms from time to time. We will provide at least fourteen (14) days' notice of material changes by email or in-Platform notification. Your continued use of the Platform after the effective date of any update constitutes acceptance of the revised Terms. The current version will always be available at https://growlineai.com/terms.

2. Platform Description

2.1 Technology Platform Provider

GrowlineAI is a technology platform that enables businesses to manage marketing automation, CRM, communications workflows, lead generation, and related operations. GrowlineAI provides the infrastructure through which Clients conduct their own marketing and communications activities.

GrowlineAI is a technology provider only — not a marketing agency, telecommunications carrier, or content publisher. All campaigns, messages, and communications transmitted through the Platform are created, initiated, and controlled solely by Client. Client is the sender and advertiser with respect to all communications initiated through Client's account.

2.2 Platform Availability

GrowlineAI will use commercially reasonable efforts to maintain Platform availability. However, we do not guarantee uninterrupted or error-free access. Scheduled maintenance, third-party service outages, or circumstances beyond our control may cause temporary unavailability. GrowlineAI will provide advance notice of planned maintenance where practicable.

2.3 Service Modifications

GrowlineAI may modify, update, or discontinue Platform features with reasonable prior notice. Where a material feature is discontinued, we will provide at least thirty (30) days' notice. Minor updates and improvements may be deployed without advance notice.

3. Account Registration and Responsibilities

To use the Platform, you must register and provide accurate, complete, and current information. You agree to keep your account information updated. You are responsible for:

• Maintaining the security and confidentiality of your login credentials
• All activity that occurs under your account, whether or not authorized by you
• Ensuring that any users you grant access to the Platform comply with these Terms
• Keeping your billing and contact information current

You must notify GrowlineAI promptly at support@growlineai.com if you become aware of any unauthorized access to your account. GrowlineAI is not liable for losses resulting from unauthorized account access caused by your failure to maintain credential security.

4. Permitted and Prohibited Uses

4.1 License Grant

Subject to these Terms and payment of all applicable fees, GrowlineAI grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for Client's legitimate internal business purposes during the subscription term.

4.2 Prohibited Uses

Client agrees not to use the Platform to:

• Transmit unsolicited messages or contact individuals who have not provided affirmative prior express consent
• Violate any applicable law, including TCPA, CAN-SPAM, CASL, GDPR, or CCPA
• Send content in carrier-prohibited categories (SHAFT+: Sex, Hate, Alcohol, Firearms, Tobacco, Cannabis, payday loans, debt collection, and other prohibited categories as defined by carrier guidelines)
• Interfere with or disrupt the Platform or circumvent any security controls or rate limits
• Reverse engineer, decompile, or attempt to extract the source code of any Platform component
• Impersonate GrowlineAI or any other person or entity
• Engage in or facilitate fraudulent, deceptive, or illegal business practices
• Resell or sublicense Platform access to third parties without an executed reseller agreement
• Upload or transmit malicious code, viruses, or harmful content

GrowlineAI may suspend accounts it determines, in reasonable good faith, are engaged in prohibited conduct. Where possible and practical, GrowlineAI will provide notice before suspension. Suspension for serious violations — including TCPA violations, carrier policy breaches, or fraud — may occur immediately and without prior notice.

5. Telecommunications Compliance

5.1 Client's Responsibility

Client is solely responsible for ensuring that all communications sent through the Platform comply with applicable federal, state, and international law, including:

• The Telephone Consumer Protection Act (TCPA) and FCC implementing regulations
• The CAN-SPAM Act of 2003
• The Do Not Call Implementation Act and National Do Not Call Registry requirements
• FCC rules effective April 2025 requiring opt-out honoring within 10 business days through any reasonable channel
• Applicable state telecommunications and consumer protection laws
• Wireless carrier acceptable use policies and CTIA messaging guidelines

GrowlineAI is a passive technology conduit. Providing infrastructure for a type of communication does not mean that communication is lawful for Client's specific use case. Client should consult qualified legal counsel regarding its compliance obligations.

5.2 A2P 10DLC Registration

Client is responsible for completing all required A2P 10DLC brand and campaign registrations before sending SMS/MMS messages to US mobile numbers. GrowlineAI may assist with the registration process, but final responsibility for accurate and timely registration rests with Client. GrowlineAI is not liable for message blocking caused by Client's failure to register.

5.3 Carrier Fine Pass-Through

Wireless carriers impose fines for policy-violating messages. These fines are passed through the messaging supply chain and will be charged to Client. Current representative fine tiers include:

• $2,000 per violation for phishing, smishing, and social engineering content
• $1,000 per violation for illegal content
• $500 per violation for SHAFT+ violations and other prohibited content categories

By using the Platform's messaging services, Client acknowledges and accepts responsibility for any carrier fines attributable to Client's messaging activity. GrowlineAI will notify Client of any carrier fines before charging them where advance notice is reasonably possible.

5.4 Opt-Out and Consent Management

Client is responsible for: obtaining documented prior express written consent from all message recipients; maintaining accurate suppression and opt-out lists; and honoring all opt-out requests promptly through any channel within applicable legal deadlines. GrowlineAI provides technical opt-out tools as a service, but these tools do not substitute for Client's independent legal obligations.

6. Fees and Payment

6.1 Subscription Fees

Client agrees to pay all fees specified at time of purchase. Fees are in U.S. dollars, exclusive of applicable taxes. GrowlineAI will provide at least thirty (30) days' advance notice of any subscription fee increases, effective at Client's next renewal.

6.2 Automatic Renewal

Subscriptions automatically renew for successive periods equal to the original term unless Client cancels at least five (5) business days before the renewal date. By providing a payment method, Client authorizes GrowlineAI to charge all subscription fees, usage-based charges, and applicable carrier fines when due.

6.3 Usage-Based Charges

Certain features — including SMS/MMS messaging, voice calls, AI credits, and other consumption-based services — incur usage-based charges in addition to subscription fees. Rates are published in the Platform. GrowlineAI may update usage rates with fourteen (14) days' notice. Client is responsible for monitoring usage and maintaining sufficient wallet balance.

6.4 Refund Policy

Subscription fees are non-refundable, except: (a) where required by applicable law; or (b) where GrowlineAI terminates Client's account without cause, in which case GrowlineAI will provide a prorated refund of prepaid fees for the unused portion of the then-current subscription period. Usage-based charges are non-refundable in all cases.

6.5 Late Payments

Unpaid balances may result in service suspension after reasonable notice. A $25 administrative fee may be assessed for each declined or returned payment. Accounts suspended for non-payment may be reinstated upon payment of all outstanding balances plus applicable reinstatement fees.

6.6 Disputes

If Client believes a charge is incorrect, Client must notify GrowlineAI in writing at support@growlineai.com within thirty (30) days of the invoice date. Undisputed portions of any invoice must be paid when due.

7. Intellectual Property

7.1 GrowlineAI's Proprietary Rights

GrowlineAI and its licensors own all right, title, and interest in and to the Platform, including all software, algorithms, interfaces, snapshots, workflows, templates, automations, documentation, trademarks, and related materials ("GrowlineAI IP"). These Terms do not transfer any ownership interest in GrowlineAI IP to Client. Client receives only the limited license expressly described herein.

7.2 Client Content

Client retains ownership of all data, content, contact lists, and materials Client uploads to or creates through the Platform ("Client Content"). GrowlineAI will not use Client Content for any purpose other than providing the Platform services to Client. Client grants GrowlineAI a limited, non-exclusive license to store, process, and transmit Client Content solely as necessary to operate the Platform on Client's behalf. This license does not permit GrowlineAI to use Client Content for its own marketing, analysis, or product development purposes.

7.3 Aggregated and De-Identified Data

GrowlineAI may collect and use aggregated, anonymized, or de-identified data derived from Platform usage — data that cannot reasonably identify any individual Client or their contacts — for the purposes of improving and developing the Platform, producing industry benchmarks, and supporting GrowlineAI's internal analytics. This does not include Client Content or any identifiable Client or contact data.

7.4 Feedback

If Client provides GrowlineAI with suggestions or feedback about the Platform, GrowlineAI may use that feedback to improve its services without any obligation of compensation or attribution to Client. Client retains no rights in feedback once provided.

7.5 Reseller and White-Label Restrictions

If Client accesses the Platform under a reseller or white-label arrangement: (a) Client may not advertise Platform access below GrowlineAI's minimum advertised price ("MAP"); (b) Client may not offer lifetime access licenses; and (c) violation of these restrictions constitutes a material breach entitling GrowlineAI to terminate access immediately.

8. Data and Privacy

8.1 Privacy Policy

GrowlineAI's collection and use of information is described in our Privacy Policy at https://growlineai.com/privacy, incorporated into these Terms by reference.

8.2 GrowlineAI as Data Processor

With respect to personal data of Client's contacts and customers processed through the Platform, GrowlineAI acts as a data processor on Client's behalf, and Client is the data controller. GrowlineAI processes such data only as directed by Client and as necessary to provide the Platform services. Client is responsible for ensuring all required privacy notices are provided to its contacts and that Client's data processing activities comply with applicable privacy law.

8.3 No Use of Client Data

GrowlineAI will not use Client Content, Client contact lists, or personally identifiable information of Client's contacts for any purpose other than delivering the Platform services. GrowlineAI will not sell, rent, or share Client data with third parties for those third parties' own marketing purposes.

8.4 Security

GrowlineAI implements commercially reasonable technical and organizational security measures to protect data on the Platform. Client is responsible for the security of its own credentials, devices, and systems. GrowlineAI will notify Client of any confirmed data breach affecting Client data within the timeframe required by applicable law.

8.5 Data Following Termination

After account termination, Client data will be retained for thirty (30) days, during which Client may request an export. After this period, Client data may be permanently deleted. GrowlineAI is not liable for data loss following account termination where Client had the opportunity to export its data.

9. Third-Party Services

The Platform integrates with and relies upon third-party services, including telecommunications carriers, SMS aggregators, payment processors, and AI providers. GrowlineAI does not control Third-Party Services and is not responsible for their performance, availability, or compliance practices. Interruptions to Third-Party Services do not entitle Client to refunds, but GrowlineAI will work in good faith to minimize the impact of any such interruptions. GrowlineAI may modify or discontinue Third-Party Service integrations with reasonable notice.

10. Client Representations and Warranties

Client represents and warrants to GrowlineAI, on a continuing basis, that:

• Client has the legal authority to enter into and perform these Terms
• Client's use of the Platform complies with all applicable laws, regulations, and carrier policies
• All information provided to GrowlineAI is accurate, complete, and current
• Client has obtained all legally required consents from message recipients prior to sending any communication through the Platform
• Client Content does not infringe any third-party intellectual property right, violate any privacy or publicity right, or constitute defamatory or illegal content
• Client will not use the Platform in any manner that creates legal liability for GrowlineAI

A material breach of these representations entitles GrowlineAI to suspend or terminate Client's account, in addition to any other available remedies.

11. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GROWLINEAI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

GrowlineAI does not warrant that: (a) the Platform will meet Client's specific requirements; (b) Platform access will be uninterrupted or error-free; (c) messages transmitted through the Platform will be delivered or will achieve Client's intended results; or (d) any data or output from the Platform is accurate, complete, or reliable.

No statement by GrowlineAI, its employees, or its agents creates any warranty beyond those expressly set forth in these Terms.

12. Limitation of Liability

12.1 To the maximum extent permitted by applicable law, GrowlineAI will not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, loss of data, or business interruption, arising from Client's use of or inability to use the Platform, even if GrowlineAI has been advised of the possibility of such damages.

12.2 GrowlineAI's total aggregate liability to Client for all claims arising under or related to these Terms will not exceed the total subscription fees paid by Client to GrowlineAI in the three (3) calendar months immediately preceding the event giving rise to the claim. This cap applies regardless of the legal theory on which the claim is based.

12.3 GrowlineAI is not liable for: (a) Client's failure to comply with TCPA, CAN-SPAM, or other applicable communications law; (b) carrier fines or penalties attributable to Client's messaging activity; (c) claims by Client's customers or contacts arising from Client's use of the Platform; or (d) any loss caused by third-party service outages outside GrowlineAI's control.

Some jurisdictions do not allow exclusion of certain types of damages. In such jurisdictions, the above limitations apply to the fullest extent permitted by law.

13. Indemnification

Client agrees to indemnify, defend, and hold harmless GrowlineAI, Ascendry Ventures, and their respective officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Client's breach of these Terms or any representation or warranty herein
• Client's violation of any applicable law, including TCPA, CAN-SPAM, or carrier policies
• Any communication transmitted by Client through the Platform, including its content and legal compliance
• Carrier fines or regulatory penalties attributable to Client's messaging activity
• Claims by Client's customers or contacts arising from Client's use of the Platform
• Any infringement of third-party rights by Client Content

GrowlineAI may participate in the defense of any indemnifiable claim at its own expense. Client will not settle any indemnifiable claim in a manner that imposes obligations on GrowlineAI without GrowlineAI's prior written consent.

14. Term and Termination

14.1 Term

These Terms begin on the date Client first accesses the Platform and continue until terminated as provided below.

14.2 Termination by Client

Client may cancel its subscription at any time by providing written notice to support@growlineai.com at least five (5) business days before the next billing date. Cancellation is effective at the end of the then-current billing period.

14.3 Termination by GrowlineAI

GrowlineAI may: (a) immediately suspend or terminate Client's account without notice if Client materially breaches these Terms, violates applicable law or carrier policies, or poses an imminent legal or compliance risk to GrowlineAI; or (b) terminate Client's account for any reason or no reason with thirty (30) days' written notice to Client's registered email address.

14.4 Effect of Termination

Upon termination: (a) Client's license to use the Platform ceases; (b) outstanding fees through the termination date remain due; (c) Client data is retained for thirty (30) days before deletion; and (d) provisions that should survive termination — including Sections 7, 10, 11, 12, 13, and 15 — remain in effect.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating arbitration, the parties agree to attempt to resolve any dispute informally. The party with a complaint must send written notice to the other party describing the dispute and desired resolution. The parties will have thirty (30) days to negotiate in good faith. This step is required before filing for arbitration.

15.2 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising from these Terms or the Platform will be resolved by final, binding arbitration administered by the American Arbitration Association ("AAA") under its then-current Commercial Arbitration Rules. Arbitration will be conducted by a single arbitrator in Maryland, or by videoconference if both parties agree. The arbitrator's decision is final and may be entered as a judgment in any court of competent jurisdiction.

15.3 Class Action Waiver

Each party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any class, collective, or representative action. The arbitrator may not consolidate claims of multiple parties. If this waiver is found unenforceable for any claim, that specific claim may be resolved in court; all other claims remain subject to arbitration.

15.4 GrowlineAI's Right to Seek Equitable Relief

Notwithstanding the above, GrowlineAI may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or prevent harm pending arbitration without first completing the informal resolution process.

15.5 Governing Law and Venue

These Terms are governed by the laws of the State of Maryland, without regard to conflict of law principles. For any matter not subject to arbitration, the parties consent to exclusive jurisdiction in the state and federal courts of Maryland.

15.6 Claims Limitation Period

Any claim arising under these Terms must be brought within one (1) year of the date the claiming party first knew or reasonably should have known of the facts giving rise to the claim. Claims not filed within this period are permanently barred.

16. Acceptable Use

In addition to the prohibited uses in Section 4, the following content may not be transmitted through the Platform:

• Phishing, smishing, and social engineering content
• Content promoting illegal goods or services
• SHAFT+ category content as defined by wireless carrier guidelines
• Deceptive or misleading marketing claims
• Content targeting minors inappropriately
• Any content GrowlineAI reasonably determines poses a legal or reputational risk

GrowlineAI may update its content standards from time to time by posting an updated version at https://growlineai.com/terms. GrowlineAI's determination that content violates these standards is made in good faith.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Order Forms, constitute the entire agreement between the parties regarding the Platform and supersede all prior agreements and representations.

17.2 Severability

If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable. All other provisions remain in full force.

17.3 No Waiver

Failure by either party to enforce any provision does not waive that party's right to enforce it in the future. Waivers must be in writing.

17.4 Assignment

Client may not assign these Terms without GrowlineAI's prior written consent. GrowlineAI may assign these Terms in connection with a merger, acquisition, or asset sale without Client's consent, provided that GrowlineAI notifies Client in advance.

17.5 Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, government action, telecommunications failures, cyberattacks, or third-party service outages. Force majeure events do not excuse payment obligations for services already rendered.

17.6 Notices

Notices to GrowlineAI must be sent to support@growlineai.com with a descriptive subject line. Notices from GrowlineAI are effective when sent to Client's registered email address.

17.7 Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.

17.8 Updates to These Terms

GrowlineAI will provide at least fourteen (14) days' advance notice of material changes to these Terms. Non-material changes (corrections, clarifications) may be made without advance notice.

Section 18: SMS Messaging Communications

Users must be 18+ to opt-in. Mobile carriers are not liable for delayed or undelivered messages. Message and data rates may apply and message frequency varies. Text STOP to cancel and HELP for help. Full SMS-specific terms are available at growlineai.com/sms-terms.