Terms of Service

Incorporated Documents & Attachments

This Agreement incorporates by reference: (a) the Data Processing Addendum ("DPA"); (b) the Security Schedule; (c) the Subprocessor List (Attachment A to this Agreement); (d) the Service Level Agreement ("SLA"); (e) the Acceptable Use Policy ("AUP"); (f) the Privacy Policy; and (g) the Website Application Supplement (Attachment B), each as updated from time to time. In the event of conflict, this Agreement prevails over all incorporated documents, except that the DPA controls for data-protection matters and the Supplement controls for the Website Application.

Preamble and Acceptance

IMPORTANT — READ CAREFULLY. These Terms & Conditions (this "Agreement") are a binding contract between you ("Customer," "you") and Elm Street Technology, LLC, a Delaware limited liability company ("Elm Street," "we," "us"), governing your subscription to and use of the Grove CRM platform and related applications, features, and services (collectively, the "Service").

By clicking "I Agree," creating an account, or accessing the Service, you accept this Agreement and represent you have authority to bind Customer. The "Effective Date" is the date of first acceptance.

1. Definitions

1.1 "Customer Content" means data, contacts, communications, documents, media, and other materials Customer or its Authorized Users submit to or generate in the Service, excluding Elm Street Content and Aggregated/De-Identified Data. Customer Content includes AI Output as defined in Section 6.7.

1.2 "Elm Street Content" means the platform, software, templates, designs, models, and proprietary materials Elm Street makes available.

1.3 "Authorized User" means a named individual permitted by Customer to access the Service under Customer's subscription.

1.4 "CRM Contacts" means individuals whose Personal Data Customer uploads, imports, or syncs into the Service (leads, prospects, clients, referral partners, transaction counterparties, and similar third parties).

1.5 "Personal Data," "Processing," "Controller," "Processor," "Service Provider," "Sell," and "Share" have the meanings under applicable Data Protection Laws (including the CCPA/CPRA and other US state privacy laws).

1.6 "AI Features" means Service functionality using artificial intelligence, machine learning, large language models, or automated classification, including content generation, lead scoring, communication drafting/prioritization, and automated data categorization.

1.7 "Aggregated / De-Identified Data" means data derived from Customer Content that has been aggregated and/or de-identified consistent with the CCPA/CPRA de-identification standard such that it no longer identifies, and cannot reasonably be linked to, any individual or to Customer.

1.8 "Data Protection Laws" means applicable US federal and state privacy, data-security, consumer-protection, and communications laws, including the CCPA/CPRA, the Washington My Health My Data Act ("MHMDA"), other US state privacy laws, the TCPA, and CAN-SPAM.

2. Accounts, Authentication, and Access

2.1 Named users. Access and use of the Service is granted on a per-named-Authorized-User (seat) basis, and via enterprise package(s) where agreed in an Order. Each Authorized User must have unique credentials. Credentials are personal and must NOT be shared.

2.2 SSO / MFA. The Service supports single sign-on (SSO) and multi-factor authentication (MFA), which are required for administrative, Team, and Brokerage roles. Role-based access controls (RBAC) segment access by role.

2.3 Responsibility. Customer is responsible for all activity under its accounts and must promptly notify Elm Street of unauthorized use or suspected credential compromise.

3. Subscriptions, Fees, Auto-Renewal, and Cancellation

3.1 Fees & billing. Fees, billing cadence, and seat/enterprise terms are set in the applicable Order. Customer may select an annual (default), quarterly, or monthly billing option. Customer authorizes recurring charges to its designated payment method. Elm Street does not store full payment card numbers; payments are processed by a third-party processor using tokenization.

3.2 Pass-through charges. Certain charges are passed through at cost, including [set-up, domain registration/renewal, and MLS/IDX licensing or access fees]. Elm Street does not mark up pass-through fees. Where an MLS bills Customer directly, Customer is responsible for timely payment.

3.3 Term & automatic renewal. Subscriptions have a yearly or monthly initial term as selected, and each renews automatically for successive like terms unless cancelled. Consistent with Washington RCW 19.525 and comparable state automatic-renewal laws, Elm Street will present clear auto-renewal disclosures before purchase, send a renewal reminder 15–45 days before each annual renewal, and provide a self-service cancellation method.

3.4 Price changes. Elm Street may adjust fees with at least thirty (30) days' prior notice, effective on the next renewal term.

3.5 Cancellation & refunds. Customer may cancel effective at the end of the then-current term via the self-service in-product control. Fees are non-refundable except as required by law and any cancellation shall not impact Customer's obligation to pay Fees through the end of the then-current term.

4. Ownership and Intellectual Property

4.1 Customer Content. As between the parties, Customer owns Customer Content and grants Elm Street a limited, worldwide, non-exclusive license to host, process, transmit, and display it solely to provide, secure, and support the Service and as permitted in Section 6 and the DPA.

4.2 Elm Street Content. Elm Street and its licensors own the Service and Elm Street Content. No rights are granted except the limited rights in Section 5.

5. Access and Use; Restrictions

5.1 Access and Use. Subject to this Agreement, Elm Street grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term, solely for use by Authorized Users and for Customer's internal business use.

5.2 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) resell, sublicense, rent, lease, or commercially exploit the Service or Elm Street Content; (b) reverse engineer, decompile, disassemble, or attempt to derive source code, models, or underlying algorithms; (c) use any robot, spider, scraper, crawler, or other automated means to access, monitor, copy, or index the Service or its data; (d) create derivative works of, or benchmark, the Service or Elm Street Content; (e) circumvent or probe security, authentication, rate limits, or usage restrictions; (f) upload or transmit malware, or interfere with or disrupt the integrity or performance of the Service; (g) transmit spam or unlawful, infringing, harmful, or misleading content; (h) use another's credentials, share credentials, or create a false identity; (i) access the Service to build a competing product or to train a competing AI model; or (j) use the Service in violation of applicable law or the AUP.

6. AI Features

6.1 AI-generated content. AI Features may generate, assist with, or enhance content. AI output may contain errors and does not constitute professional advice; Customer must review it and must not rely on it for real estate, legal, tax, or financial decisions without independent verification.

6.2 AI-assisted communications & human oversight. AI Features may draft, prioritize, categorize, or suggest responses. Human-in-the-loop review is the default; some automated responses may be sent without individual human review based on Customer's configuration. Customer is responsible for content sent under its branding.

6.3 AI-based analysis & recommendations. Lead scoring and recommendations are informational only and are not professional advice.

6.4 Model training on de-identified data. Customer agrees that Elm Street may create Aggregated / De-Identified Data from Customer Content and may use it to develop, train, evaluate, and improve the Service and Elm Street's models, products, and services, and for analytics and benchmarking. Elm Street will not use Customer Content that identifies Customer or any individual to train models made available to other customers except in Aggregated / De-Identified form, and will not attempt to re-identify De-Identified Data. This model-training right is a standing term of the Service and is not subject to opt-out, except to the extent an opt-out right is expressly required by applicable Data Protection Laws.

6.5 Fair housing / non-discrimination. Customer is responsible for using AI Features in compliance with fair housing, anti-discrimination, and consumer-protection laws (including the Fair Housing Act and state equivalents), and will not use lead scoring, targeting, or AI outputs to unlawfully discriminate or facilitate steering.

6.6 AI transparency. Where required by law, Customer and data subjects may request information about the use of AI in specific content or decisions and may request human review of significant AI-assisted decisions where technically feasible.

6.7 Ownership of AI Output. "AI Output" means content generated by the AI Features from Customer's inputs. As between the parties, Elm Street assigns to Customer all right, title, and interest Elm Street may have in the AI Output generated for Customer, and AI Output is treated as Customer Content under this Agreement. Customer grants Elm Street a non-exclusive, worldwide license to host, process, and use AI Output solely to provide and support the Service, together with the Aggregated / De-Identified Data rights in Section 6.4. Customer acknowledges that (a) AI Output may be non-unique and that similar or identical output may be generated for other customers, and Elm Street makes no exclusivity warranty; and (b) copyright and other intellectual-property protection for AI-generated material depends on sufficient human authorship, and Elm Street does not warrant that any AI Output is eligible for copyright or other IP protection. Customer is responsible for reviewing AI Output before use.

7. Data Protection, Privacy, and CCPA

7.1 Roles. For CRM Contacts and other Personal Data Elm Street Processes on Customer's behalf, Customer is the Controller/business and Elm Street is the Processor/Service Provider. The DPA governs this Processing and is incorporated by reference.

7.2 Service Provider status (CCPA/CPRA). Elm Street acts as a Service Provider and will not Sell or Share Customer Personal Data, nor retain, use, or disclose it except to provide the Service or as permitted by Data Protection Laws. Elm Street honors Global Privacy Control (GPC) signals as valid opt-out requests where applicable.

7.3 Multi-state applicability. The Service is designed to support Customer's obligations under the CCPA/CPRA and other applicable US state privacy laws for Customer's CRM Contacts, regardless of the parties' location.

7.4 Email/communication sync & data minimization. If Customer enables email, calendar, or SMS synchronization, communications and attachments may be Processed and stored. Elm Street implements automated screening designed to exclude, to the extent technically feasible, (a) data not relevant to the Service and (b) data reasonably identifiable as sensitive or special-category data. Automated classification cannot guarantee exclusion of all sensitive data.

7.5 Washington My Health My Data Act (MHMDA). The parties acknowledge inbox/communication sync may incidentally ingest content within scope of consumer health data under the MHMDA. Customer instructs Elm Street to apply the screening in §7.4 as a data-minimization measure. Customer is responsible for the lawfulness of the Personal Data it provides and for obtaining required consents; Elm Street's screening is a compliance-assistance measure and does not transfer Customer's responsibility.

7.6 Sensitive data. The Service is not intended to Process sensitive or special-category Personal Data. Customer will not intentionally submit such data and is responsible for configuring sync settings to minimize incidental Processing.

8. Communications, SMS/Voice, and TCPA

8.1 Consent. Customer is solely responsible for obtaining and maintaining all legally required consents (including prior express written consent where required) before sending calls, texts, or messages via the Service, and for compliance with the TCPA, CAN-SPAM, state mini-TCPA laws, and carrier requirements. This applies to messages using artificial or prerecorded/AI voices.

8.2 Opt-outs & mobile data. The Service supports STOP/HELP handling and unsubscribe mechanisms; Customer must honor opt-outs. Elm Street does not share mobile opt-in/consent data with third parties for marketing purposes.

8.3 Marketing communications. By creating an account, Customer and its Authorized Users consent to receive marketing and promotional email communications from Elm Street about the Service and related offerings. Customer may unsubscribe from marketing emails at any time via the unsubscribe link in those emails or by contacting grove@elmstreet.com; service, transactional, and administrative messages will continue regardless. Consent to marketing SMS or calls, if any, is governed separately by Section 8.1. This Section addresses Elm Street's marketing to Customer and its Authorized Users only and does not govern Customer's own communications to its CRM Contacts.

9. Security

Elm Street maintains commercially reasonable technical and organizational measures designed to protect Customer Content, as described in the Security Schedule, including encryption in transit (TLS 1.2) and at rest (AES-256), access controls, logging/monitoring, vulnerability management, penetration testing, and incident response. Encryption applies across the Service, including any website functionality.

10. Personal Data Breach Notification

Upon becoming aware of a Personal Data Breach affecting Customer Personal Data, Elm Street will (a) promptly take measures designed to remediate it, and (b) notify Customer without undue delay. Customer is responsible for its own regulatory and data-subject notifications; Elm Street will provide reasonable assistance. Breach handling is further described in the DPA.

11. Data Location and Processing

Elm Street is established in the United States and Processes and stores Customer Personal Data in the United States. The Service is offered to North America-based customers, and Customer will not use the Service to transfer Personal Data originating from the European Economic Area, the United Kingdom, or Switzerland.

12. Third-Party Services and Subprocessors

12.1 Subprocessors. Elm Street engages subprocessors listed in the Subprocessor List (Attachment A), including AI/LLM providers used to deliver AI Features. Elm Street imposes data-protection obligations on subprocessors consistent with this Agreement and remains responsible for their performance. Customer may object to a new subprocessor on reasonable data-protection grounds within thirty (30) days of notice.

12.2 Customer integrations. Third-party services Customer connects (e.g., email, MLS, integrations) are not Elm Street subprocessors and are Customer's responsibility.

13. Service Levels and Availability

Elm Street will use commercially reasonable efforts to make the Service available consistent with the SLA, which targets 99.9% availability, measured as set out in the SLA and excluding scheduled maintenance and events beyond Elm Street's reasonable control. No service credits are offered.

14. Warranties and Disclaimers

Except as expressly stated in this Agreement and the SLA, the Service is provided "as is." Elm Street disclaims implied warranties (merchantability, fitness for a particular purpose, non-infringement) to the maximum extent permitted by law. AI Features are provided without warranty as to accuracy or completeness of output.

15. Limitation of Liability

15.1 General cap. EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO ELM STREET PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.2 Excluded claims (carve-outs / super-cap). THE GENERAL CAP DOES NOT APPLY TO: (A) CUSTOMER'S PAYMENT OBLIGATIONS; (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS; (C) BREACH OF CONFIDENTIALITY; (D) CUSTOMER'S BREACH OF THE AUP OR SECTION 5; AND (E) A PARTY'S DATA-SECURITY/PRIVACY BREACH OBLIGATIONS, WHICH MATTERS IN THIS SECTION 15.2(A) THROUGH (E) ARE SUBJECT TO A SUPER-CAP OF 2X THE FEES PAID OR PAYABLE BY CUSTOMER TO ELM STREET PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; AND (F) LIABILITY THAT CANNOT BE LIMITED BY LAW.

15.3 Exclusion of damages. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

16. Indemnification

16.1 By Elm Street. Elm Street will defend Customer against third-party claims that the Service, as provided by Elm Street and used in accordance with this Agreement, infringes a third party's U.S. patent, copyright, or trademark. Elm Street's obligations do not apply to claims arising from (a) Customer Content, (b) modifications not made by Elm Street, (c) use of the Service in combination with products or services not provided by Elm Street, or (d) use not in accordance with this Agreement. If the Service becomes, or in Elm Street's opinion is likely to become, the subject of an infringement claim, Elm Street may, at its option: (i) procure for Customer the right to continue using the Service; (ii) modify or replace the infringing portion; or (iii) if neither (i) nor (ii) is commercially practicable, terminate the affected subscription and refund prepaid fees for the unused portion of the term.

16.2 By Customer. Customer will defend Elm Street against third-party claims arising from Customer Content, Customer's use of the Service, Customer's communications/consent failures (including TCPA), and Customer's breach of law (including fair housing and privacy laws).

17. Term, Termination, Data Export, and Deletion

17.1 Term. This Agreement runs for the subscription term and renewals per Section 3.

17.2 Termination. Either party may terminate for uncured material breach after thirty (30) days' notice. Elm Street may also suspend access to the Service immediately upon notice if Customer fails to pay undisputed fees within ten (10) days after written notice of non-payment, or if continued provision of the Service would violate applicable law or pose a security risk.

17.3 Data export. For thirty (30) days after termination/expiration, Customer may export Customer Content in a portable, machine-readable format.

17.4 Deletion. After the export period, Elm Street will delete or anonymize Customer Content within thirty (30) days, except as required by law, subject to standard backup rotation.

18. Assignment and Change of Control

Neither party may assign this Agreement without the other's consent, except that either party may assign to a successor in a merger, acquisition, or sale of substantially all assets upon delivery of notice to the non-assigning party. This Agreement binds permitted successors and assigns.

19. Governing Law, Venue, and Dispute Resolution

This Agreement is governed by the laws of the State of Washington, without regard to conflicts-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in King County, Washington. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

20. Force Majeure

Neither party is liable for delay or failure (except for Customer's obligation to pay fees as set forth in this Agreement) due to events beyond its reasonable control (including labor disputes, natural disasters, war, terrorism, denial-of-service or malicious attacks, telecommunications failures, and changes in law), provided it uses reasonable efforts to mitigate and resume performance.

21. Accessibility (Agent Websites)

Customer is responsible for the content and configuration of any Customer-operated website or Agent Website and its compliance with accessibility laws (including the ADA and WCAG standards as applicable). Elm Street will make commercially reasonable efforts to provide accessibility features but does not warrant that Customer's site configuration meets all accessibility requirements.

22. Amendment and General

22.1 Amendment & re-consent. Elm Street may update this Agreement from time to time for any reason. For material changes, Elm Street will notify registered users by email and in-product and, where required, obtain affirmative acceptance to continue using the Service.

22.2 Entire agreement / severability / survival / notices. This Agreement (with incorporated documents) is the entire agreement; if any provision is unenforceable the remainder stays in effect; provisions that by nature should survive termination will survive; notices are given by email and in-product per notice details.

Attachment B – Website Application Supplement

This Supplement governs the Grove Agent Website functionality and prevails over the main Agreement for that functionality. Capitalized terms not defined here have the meanings in the Agreement.

B.1 The Application. The Website Application enables Customer to create an Agent Website, offered in IDX Professional, IDX Standard, and No-IDX tiers as described in the Website Features List.

B.2 Ownership. The Agent Website contains Elm Street Content; Section 4 applies. Customer may add and customize User Content but this does not affect Elm Street's IP rights.

B.3 Domains. An appropriate domain is required. Customer either supplies one or authorizes Elm Street to acquire and renew one on Customer's behalf; domain registration/renewal is a pass-through charge under §3.2.

B.4 MLS / IDX. IDX integration is subject to applicable MLS and RESO requirements. MLS set-up and licensing/access fees are pass-through charges. Where an MLS bills Customer directly, Customer is responsible for timely payment; non-payment may result in IDX-feed suspension.

B.5 Encryption. The Website Application uses encryption in transit and at rest consistent with Section 9 and the Security Schedule.

B.6 Suspension & deletion. Elm Street may suspend the Agent Website (with at least fifteen (15) days' notice) if it displays demo IDX listings beyond the permitted period or does not resolve to a Customer-owned domain, and may delete an Agent Website suspended for at least thirty (30) consecutive days (with at least fifteen (15) days' notice).

B.7 Responsibility & accessibility. Customer operates and controls the Agent Website and is responsible for its terms of use, disclaimers, and privacy policy, and for accessibility compliance per Section 21.