1.1. Parties: This Agreement is between BizBrolly Solutions Pvt. Ltd. ("OrgGenie", "we", "us") and you or the organization you represent ("Subscriber").

1.2. Acceptance: By registering, subscribing, using, or accessing any aspect of the OrgGenie platform or mobile applications ("Services"), Subscriber and its Authorized Users agree to these Terms of Service ("Agreement"). If you do not agree, do not use the Services.

1.1. Effective Date: The date Subscriber first accesses or uses the Services under a valid Order Form.

2.1. Order Form: Document specifying the Services, subscription term, fees, modules, and usage limits.

2.2. Authorized Users: Subscriber’s employees, contractors, agents granted access to the Services under Subscriber’s account.

2.3. Subscriber Content: All data, text, files, documents, images, or other materials uploaded by Subscriber or Authorized Users.

2.4. Confidential Information: Proprietary or non-public information of either Party, including pricing, roadmaps, Subscriber Content, business strategies, and technical data.

3.1. License: Subject to compliance with this Agreement, OrgGenie grants Subscriber a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for Subscriber’s internal business operations.

3.2. Restrictions: Subscriber and Authorized Users shall not:

• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services.
• Copy, modify, create derivative works, distribute, or publicly display the Services or any component thereof.
• Circumvent subscription controls, usage limits, or license key requirements.
• Use the Services to develop competitive products, resell, sublicense, or provide services to third parties.
• Deploy unauthorized tracking or monitoring mechanisms (e.g., web bugs, spyware) within the Services

4.1. Account Management: Maintain accurate and up-to-date account and billing information. Immediately notify OrgGenie of any unauthorized access.

4.2. Security: Implement and maintain reasonable administrative, physical, and technical safeguards to protect access credentials. Enforce strong password policies and 2FA where available.

4.3. Lawful Use: Ensure all use complies with applicable laws, regulations, and third-party rights. Prohibited content includes illegal materials, hate speech, harassment, spam, or malicious code.

4.4. Age Verification: Authorized Users must be at least 18 years old. Subscriber is responsible for verifying age and parental consent where required.

4.5. Data Rights & Permissions: Subscriber warrants it has all rights and consents necessary to provide Subscriber Content and any personal data to OrgGenie for processing.

5.1. Fees: As set forth in the Order Form. All fees are non-refundable except as expressly provided.

5.2. Invoicing: OrgGenie will invoice Subscriber in advance for subscription fees. Fees due within 30 days of invoice date.

5.3. Taxes: Subscriber is responsible for all applicable taxes, duties, and governmental charges, excluding OrgGenie’s net income taxes.

5.4. Late Payment & Suspension: Late payments incur interest at 1.5% per month (or maximum legal rate). After 15 days’ notice of non-payment, OrgGenie may suspend access to the Services.

6.1. Term: This Agreement commences on the Effective Date and continues for the term specified in the Order Form, automatically renewing for successive terms unless terminated with 30 days’ prior notice.

6.2. Termination for Cause: Either Party may terminate this Agreement for material breach if the breach remains uncured 30 days after written notice.

6.3. Insolvency: Immediate termination upon the other Party’s insolvency, bankruptcy filing, or cessation of business.

6.4. Effect of Termination: Subscriber’s access to Services ceases. Subscriber may export Subscriber Content for 30 days. OrgGenie deletes remaining Subscriber Content after 60 days, unless law requires otherwise.

7.1. Uptime Commitment: OrgGenie targets 99.5% monthly uptime, excluding scheduled maintenance (≥ 4 hours notice).

7.2. Support Services: Email support at legal@OrgGenie.com with the following SLAs:

• Priority 1 (Critical): Response within 4 business hours.
• Priority 2 (High): Response within 8 business hours.
• Priority 3 (Normal): Response within 24 business hours.

7.3. Service Credits: For repeated failure to meet uptime or response SLAs, Subscriber may request service credits up to 5% of monthly subscription fees.

7.4. Effect of Termination: Subscriber’s access to Services ceases. Subscriber may export Subscriber Content for 30 days. OrgGenie deletes remaining Subscriber Content after 60 days, unless law requires otherwise.

8.1. Privacy Policy: All personal data processed per OrgGenie Privacy Policy.

8.2. Data Processing Addendum: OrgGenie DPA applies to processing of personal data on Subscriber’s behalf.

8.3. Security Certification: OrgGenie is ISO 27001 certified and employs industry-standard encryption, access controls, and threat monitoring.

9.1. Non-Disclosure: Each Party agrees to protect Confidential Information with at least the same degree of care it uses for its own confidential data.

9.2. Permitted Disclosures: Disclosure to employees, affiliates, advisors under similar confidentiality obligations, or as legally compelled (with notice where permitted).

9.3. Survival: Confidentiality obligations remain in effect for five (5) years post-termination.

10.1. Ownership: OrgGenie retains all IP rights in the Services; Subscriber retains all rights in Subscriber Content.

10.2. Feedback License: Subscriber grants OrgGenie a perpetual, royalty-free, worldwide license to use feedback, suggestions, or improvements submitted by Subscriber for product development.

11.1. Limited Warranty: OrgGenie warrants that Services will materially conform to published documentation.

11.2. Disclaimer: EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12.1. By OrgGenie: OrgGenie will defend and indemnify Subscriber against third-party IP infringement claims arising from Subscriber’s authorized use of the Services, subject to prompt notice and OrgGenie’s control of defense.

12.2. By Subscriber: Subscriber will defend and indemnify OrgGenie against claims relating to Subscriber Content, Subscriber’s breach of obligations, or unauthorized use.

13.1. Exclusions: Neither Party is liable for indirect, incidental, special, punitive, or consequential damages.

13.2. Cap: OrgGenie’s total liability under this Agreement shall not exceed the greater of (i) the fees paid by Subscriber to OrgGenie in the 12 months preceding the claim or (ii) INR 500,000.

14.1. Governing Law: Indian law.

14.2. Jurisdiction: Courts of New Delhi, India.

14.3. Arbitration: Disputes not resolved within 30 days may be submitted to arbitration under the Indian Council of Arbitration (ICA) rules, Delhi seat, English language.

15.1. Force Majeure: Excused delay/performance for events beyond reasonable control, with prompt notice.

15.2. Assignment: No assignment without prior written consent, except to affiliates or in a merger/acquisition.

15.3. Notices: In writing to legal@OrgGenie.com (OrgGenie) or Subscriber’s registered email.

15.4. Entire Agreement: This Agreement, together with the Privacy Policy, Cookie Policy, DPA, and Order Forms, constitutes the complete agreement.