Terms of Service

1. Agreement

These Terms of Service (the "Terms") form an agreement between GAZI WELLNESS PRIVATE LIMITED, a private limited company incorporated in India with CIN U10799MH2026PTC466630 ("Gazi Wellness"), and the organization that signs an Order Form or creates an account (the "Customer"). The person accepting these Terms confirms they have authority to bind the Customer. If the Customer has a separately signed master subscription agreement with Gazi Wellness, that agreement controls where it conflicts with these Terms.

The Order Form, these Terms, our Data Processing Addendum and any documents they reference make up the entire agreement (the "Agreement").

2. The service

Gazi Wellness provides a hosted platform and mobile apps for franchise field audits, brand standards scoring, Corrective Action Plan tracking and compliance analytics (the "Service"). Features available to the Customer depend on the plan in the Order Form.

3. Subscriptions and per-location fees

• Fees are charged per Location per month at the rates in the Order Form. A "Location" is a franchised or company-owned unit set to active status in the Customer's account during a billing period. Seats for FBCs, auditors and franchisee users are unlimited unless the Order Form says otherwise.
• Locations added during a term are billed pro rata for the rest of that term. The Customer may reduce the Location count at renewal, not during a term, unless the Order Form allows it.
• Annual subscriptions are invoiced in advance. Invoices are due within 30 days. Overdue amounts may accrue interest at 1% per month or the maximum allowed by law, if lower, and we may suspend the Service after 15 days' written notice of non-payment.
• Fees exclude taxes. The Customer is responsible for sales, use, GST, VAT and similar taxes, other than taxes on Gazi Wellness's income.
• Subscriptions renew for successive 12-month terms unless either party gives notice of non-renewal at least 30 days before the end of the current term. We will give at least 60 days' notice of any fee increase for a renewal term.
• New customers receive a 14-day trial. No fees are charged for the trial, and trial accounts are deleted 30 days after the trial ends if no subscription is purchased.

4. Customer data

"Customer Data" means all data the Customer and its users upload to or create in the Service, including photos, location data, metadata, voice notes, checklists, scores and corrective action records. As between the parties, the Customer owns Customer Data.

The Customer grants Gazi Wellness a limited license to host, process and display Customer Data only to provide, secure and support the Service, and as described in the Data Processing Addendum. Where the Customer enables custom Vision AI training, models trained on the Customer's reference photos are used only for that Customer.

Gazi Wellness may create aggregated, de-identified statistics from use of the Service, such as average audit scores by industry, which do not identify the Customer, any franchisee, any Location or any individual. Gazi Wellness owns these statistics and may publish them, for example in benchmark reports.

The Customer is responsible for having the rights and notices needed to collect Customer Data, including notices to franchisees and store employees about photography and location capture during audits.

After the Agreement ends, the Customer may export Customer Data for 30 days. We then delete it within 30 days, except for copies we must keep by law or that remain in encrypted backups until they expire on their normal cycle.

5. Acceptable use

The Customer and its users will not:

• Use the Service to surveil individuals, perform facial recognition, or capture images in restrooms, changing areas or other places where people have a reasonable expectation of privacy while those areas are occupied.
• Alter, back-date or falsify photo timestamps, GPS data or audit records, or submit evidence that was not captured at the stated Location.
• Upload content that is unlawful, infringing, or contains malware.
• Probe, scan or test the vulnerability of the Service without our written permission, or interfere with its operation.
• Reverse engineer the Service, copy its models, or use it to build a competing product.
• Resell or provide the Service to third parties other than the Customer's own franchisees and contractors.

We may suspend access that violates this section after notice, or immediately where needed to prevent harm to the Service or others.

6. Our commitments

• We will provide the Service in accordance with its documentation and maintain the security controls described on our Security page.
• We target 99.9% monthly availability for the web platform, excluding scheduled maintenance announced at least 48 hours in advance. Enterprise plans may include service credits in the Order Form.
• We provide support by email and in-app chat during the hours published on our Contact page.

7. Warranties and disclaimers

Each party warrants that it has the authority to enter into the Agreement. Gazi Wellness warrants that the Service will perform materially as described in its documentation. If it does not, the Customer's remedy is for us to correct the issue or, if we cannot within 30 days, to terminate the affected subscription and receive a refund of prepaid fees for the remaining term.

Except as stated in the Agreement, the Service is provided "as is". Gazi Wellness disclaims all implied warranties, including merchantability, fitness for a particular purpose and non-infringement, and does not warrant that Vision AI findings will be error-free.

8. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue. Each party's total liability under the Agreement is limited to the fees paid or payable by the Customer in the 12 months before the event giving rise to the claim. These limits do not apply to a party's indemnification obligations, the Customer's payment obligations, or liability for gross negligence, willful misconduct or breach of Section 5.

9. Indemnification

Gazi Wellness will defend the Customer against third-party claims that the Service infringes intellectual property rights, and pay resulting damages and costs finally awarded. The Customer will defend Gazi Wellness against third-party claims arising from Customer Data or from the Customer's use of audit results, including decisions it makes under its franchise agreements.

10. Term and termination

Either party may terminate the Agreement if the other materially breaches it and does not cure the breach within 30 days of written notice. On termination, unpaid fees for the period before termination become due, and Section 4 governs Customer Data.

11. Governing law and disputes

The Agreement is governed by the laws of India, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the courts at Nashik, Maharashtra. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12. General

Neither party may assign the Agreement without the other's consent, except to a successor in a merger or sale of substantially all of its assets. Notices to Gazi Wellness go to hello@gaziwellness.si, marked "Legal Notice", with a copy by courier to GAZI WELLNESS PRIVATE LIMITED, Attn: Legal, S No 40 P No 14, Maldhe, Malegaon, Nashik, Maharashtra, 423203, India. We may update these Terms with 30 days' notice to account administrators; changes apply from the next renewal term unless the Customer agrees sooner.