Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (either individually or on behalf of an entity) and Fizzify Inc. ("Company," "we," "us," or "our") concerning your access to and use of the Organiko.ai platform and services (collectively, the "Service").

By accessing or using the Service, you agree that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not access or use the Service.

IMPORTANT: Please read Section 2 (Audit Outcome Disclaimer) carefully before using our Service.

2. CRITICAL: Audit Outcome Disclaimer

2.1 No Guarantee of Audit Success

While Organiko.ai is designed to help you maintain compliance records and prepare for USDA organic audits, we make no representations, warranties, or guarantees regarding the outcome of any organic certification audit, inspection, or compliance review. Audit outcomes depend on numerous factors outside our control, including but not limited to:

• Individual Auditor Judgment: Different auditors may interpret USDA NOP regulations differently and apply varying standards of scrutiny
• Your Business Practices: Your actual organic handling practices, supplier relationships, and operational procedures
• Completeness of Data: The accuracy and completeness of data you enter into our system
• Document Quality: The quality and authenticity of supporting documents (certificates, invoices, etc.)
• Regulatory Changes: Changes to USDA NOP regulations or certification body requirements
• Certification Body Policies: Different certification bodies may have additional requirements beyond USDA minimums
• Timing and Context: Industry-wide issues, recent enforcement actions, or specific areas of regulatory focus
• Operational Issues: Physical inspection findings, record-keeping gaps, or procedural violations
• Third-Party Factors: Supplier issues, contamination events, or supply chain problems

2.2 Tool vs. Consultant

Organiko.ai is a software tool that helps organize and track compliance data. We are NOT:

• Organic certification consultants
• Legal advisors or attorneys
• USDA NOP compliance auditors
• Certification body representatives
• Qualified organic inspectors

We do not provide professional consulting services. Our AI features provide information based on publicly available USDA NOP regulations and industry best practices, but should not be considered professional advice.

2.3 Your Responsibilities

You are solely responsible for:

• Understanding and complying with all applicable USDA NOP regulations
• Maintaining accurate records of your organic operations
• Entering complete and accurate data into our Service
• Verifying the accuracy of all reports and documents generated by our Service
• Consulting with qualified organic certification consultants or legal professionals when needed
• Implementing proper organic handling procedures in your operations
• Ensuring your suppliers meet organic certification requirements
• Preparing for and participating in organic audits and inspections

2.4 AI-Generated Content Disclaimer

Our Service includes AI-powered features that generate compliance narratives, answer questions about regulations, and analyze documents. AI-generated content may contain errors or inaccuracies and should always be reviewed by qualified personnel. You are responsible for:

• Reviewing all AI-generated content for accuracy
• Verifying AI interpretations against official USDA NOP regulations
• Not relying solely on AI recommendations without independent verification
• Consulting with human experts for complex or critical compliance decisions

2.5 No Liability for Audit Failures

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FIZZIFY INC. SHALL NOT BE LIABLE FOR ANY AUDIT FAILURES, CERTIFICATION DENIALS, COMPLIANCE VIOLATIONS, FINES, PENALTIES, OR ANY OTHER CONSEQUENCES RESULTING FROM YOUR USE OR INABILITY TO USE OUR SERVICE.

This includes but is not limited to situations where:

• An auditor identifies issues not detected by our AI Risk Predictor
• Certification is denied despite using our Service diligently
• Reports generated by our Service are deemed insufficient by auditors
• Data integration errors result in incomplete records
• AI-generated content contains errors that affect your audit

3. Service Description

Organiko.ai provides a cloud-based SaaS platform designed to help USDA organic certified operations manage compliance records and documentation. Key features include:

• Mass Balance Tracking: Automated tracking of organic ingredient flows from purchase to sale
• Trace-Back Documentation: Generation of lot-level traceability reports
• AI Compliance Assistant: Natural language Q&A about USDA NOP regulations
• Document Storage: Secure storage of organic certificates and supporting documents
• Third-Party Integrations: Connections to accounting, e-commerce, and logistics platforms
• AI Document Analyzer: Automated extraction of data from invoices and certificates
• Audit Risk Predictor: Machine learning analysis to identify potential compliance gaps
• Report Generation: Automated creation of compliance reports and audit narratives

3.1 Service Availability

We strive to maintain 99.9% uptime but do not guarantee uninterrupted access to the Service. We may perform scheduled maintenance, and the Service may be temporarily unavailable due to technical issues, updates, or circumstances beyond our control.

3.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. We will provide reasonable advance notice for significant changes that materially affect your use of the Service.

4. Account Registration and Security

4.1 Account Creation

To use our Service, you must create an account by providing accurate, current, and complete information. You agree to:

• Provide truthful and accurate information during registration
• Maintain and promptly update your account information
• Be at least 18 years old or have parental consent
• Represent a legitimate organic operation or business entity

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must:

• Use a strong, unique password
• Enable multi-factor authentication (if available)
• Not share your account credentials with others
• Immediately notify us of any unauthorized access or security breach

4.3 Account Responsibility

You are solely responsible for all activity conducted through your account. We are not liable for any loss or damage arising from unauthorized use of your account.

5. Subscription and Payments

5.1 Pricing Plans

Our Service is offered through various subscription plans with different features and transaction limits. Current pricing is available at organiko.ai/pricing. We reserve the right to change our prices with 30 days' notice to existing subscribers.

5.2 Payment Terms

• Billing Cycles: Subscriptions are billed monthly or annually in advance
• Payment Method: You must provide a valid payment method (credit card or approved alternative)
• Automatic Renewal: Subscriptions automatically renew unless cancelled before the renewal date
• Failed Payments: If payment fails, we may suspend your account after a grace period
• Taxes: Prices exclude applicable taxes, which will be added to your invoice

5.3 Free Trials

We may offer free trial periods. During the trial:

• You have access to specified plan features
• No credit card is required (unless stated otherwise)
• The trial automatically expires unless you upgrade to a paid plan
• We may terminate or modify trial offers at any time

5.4 Refunds and Cancellations

• Monthly Plans: Cancel anytime; no refunds for partial months
• Annual Plans: Cancel anytime; no refunds for unused time
• Overage Charges: Non-refundable once incurred
• Setup Fees: Non-refundable (for custom integrations or premium services)

You can cancel your subscription at any time through your account settings or by contacting us at legal@organiko.ai.

5.5 Transaction Overages

If you exceed your plan's transaction limit, you will be charged $0.05 per additional transaction or prompted to upgrade to a higher plan. We will notify you when you reach 80% of your limit.

6. Acceptable Use Policy

You agree not to use the Service to:

• Violate any laws, regulations, or third-party rights
• Engage in fraudulent activities or misrepresent organic certification status
• Upload false, misleading, or inaccurate compliance data
• Attempt to circumvent security features or access unauthorized areas
• Reverse engineer, decompile, or disassemble any part of the Service
• Use automated systems (bots, scrapers) without permission
• Transmit viruses, malware, or malicious code
• Interfere with or disrupt the Service or servers
• Share your account with competitors or unauthorized users
• Copy, reproduce, or resell any portion of the Service

Violation of this policy may result in immediate account termination without refund.

7. Data Ownership and License

7.1 Your Data

You retain all ownership rights to the data you submit to our Service ("Customer Data"). This includes:

• Business information and records
• Product data and inventory information
• Supplier and customer information
• Transaction records and lot numbers
• Uploaded documents and certificates

7.2 License to Use Your Data

By using our Service, you grant us a limited, non-exclusive license to:

• Store and process your data to provide the Service
• Create backups and ensure data redundancy
• Generate reports and analytics based on your data
• Use aggregated, de-identified data for AI model improvement and research

We will never: Share your identifiable business data with competitors, sell your data to third parties, or use your data for purposes other than providing and improving our Service.

7.3 Data Accuracy

You are responsible for the accuracy and completeness of all data you provide. We are not responsible for errors resulting from inaccurate or incomplete Customer Data.

7.4 Data Export and Portability

You can export your Customer Data at any time in machine-readable formats (CSV, JSON) through your account dashboard or by requesting export assistance from our support team.

8. Third-Party Integrations

8.1 Integration Authorization

When you connect third-party services (QuickBooks, Shopify, ERPNext, etc.), you authorize us to:

• Access and retrieve data from those services
• Synchronize data between our Service and integrated platforms
• Store credentials securely using industry-standard encryption

8.2 Third-Party Terms

Your use of integrated third-party services is subject to their respective terms of service and privacy policies. We are not responsible for the practices or content of third-party services.

8.3 Integration Limitations

We make reasonable efforts to maintain integrations, but:

• Third-party services may change APIs without notice
• Integrations may temporarily fail due to external issues
• We may discontinue integrations if they become unsupported
• Data sync delays may occur due to API rate limits

8.4 Custom Integrations

Custom integrations require a separate agreement and are subject to setup fees and ongoing maintenance charges. Custom integration specifications and support terms will be documented in your service agreement.

9. Intellectual Property Rights

9.1 Our Intellectual Property

The Service, including its software, AI models, algorithms, design, text, graphics, logos, and all intellectual property rights therein, are owned by Fizzify Inc. or our licensors. You may not:

• Copy, modify, or create derivative works of the Service
• Reverse engineer or extract source code
• Remove or alter any proprietary notices
• Use our trademarks or branding without permission

9.2 License to Use Service

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Service for your internal business purposes during your subscription term.

9.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, we may use them without obligation or compensation to you. You grant us all rights to such feedback.

10. Warranties and Disclaimers

10.1 Limited Warranty

We warrant that the Service will perform substantially in accordance with our published documentation when used as intended. This warranty does not cover:

• Issues caused by misuse or unauthorized modifications
• Problems with third-party integrations or services
• Errors resulting from inaccurate Customer Data
• Internet connectivity or hardware issues

10.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• MERCHANTABILITY: Fitness for a particular purpose or use
• NON-INFRINGEMENT: Of third-party rights
• ACCURACY: Completeness or reliability of content, including AI-generated content
• RESULTS: That use of the Service will achieve any particular outcome (including audit success)
• SECURITY: That the Service is completely secure or error-free
• UNINTERRUPTED SERVICE: That the Service will be available at all times

11. Limitation of Liability

11.1 Cap on Liability

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR $500, WHICHEVER IS GREATER.

11.2 Acknowledgment

You acknowledge that the limitations in this section are fundamental elements of the agreement between you and Fizzify Inc., and that we would not provide the Service without these limitations.

11.3 Exceptions

Some jurisdictions do not allow limitations on implied warranties or limitation of liability for incidental or consequential damages. In such jurisdictions, our liability will be limited to the extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Fizzify Inc., its officers, directors, employees, agents, and affiliates from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or related to:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any laws or regulations
• Your violation of third-party rights
• Inaccurate or misleading Customer Data you provide
• Claims by third parties related to your use of the Service

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense of such claims.

13. Termination

13.1 Termination by You

You may terminate your account at any time by:

• Canceling your subscription through account settings
• Contacting us at legal@organiko.ai

Cancellation is effective at the end of your current billing period. No refunds will be issued for partial periods.

13.2 Termination by Us

We may suspend or terminate your account immediately, without notice, if:

• You violate these Terms or our Acceptable Use Policy
• Your payment fails and is not resolved within the grace period
• We believe your account poses a security risk
• You engage in fraudulent or illegal activities
• Required by law or court order

13.3 Effect of Termination

Upon termination:

• Your access to the Service will be immediately disabled
• You must cease all use of the Service
• You have 30 days to export your Customer Data
• After 30 days, we may delete your Customer Data (subject to legal retention requirements)
• Any outstanding fees become immediately due
• Sections that by their nature should survive will continue to apply (including warranties, indemnification, and limitation of liability)

14. Modifications to Service and Terms

14.1 Service Changes

We reserve the right to modify or discontinue any aspect of the Service at any time. We will provide reasonable notice for material changes that significantly affect your use.

14.2 Terms Changes

We may update these Terms periodically. When we make material changes, we will:

• Update the "Last Updated" date at the top
• Notify you via email or platform notification
• Provide at least 30 days' notice before changes take effect

Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms. If you do not agree with the changes, you must cancel your account.

15. Governing Law and Disputes

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

15.2 Dispute Resolution

Informal Resolution: Before filing a claim, you agree to contact us at legal@organiko.ai to attempt to resolve the dispute informally for at least 30 days.

Binding Arbitration: If informal resolution fails, any dispute will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except as modified by this agreement. The arbitration will be conducted in English in Delaware.

Exceptions: Either party may seek injunctive or other equitable relief in court to prevent infringement of intellectual property rights or to enforce the confidentiality provisions.

15.3 Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between you and us individually. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

15.4 Jurisdiction

For any disputes not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

16. Miscellaneous

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional agreements you enter into with us, constitute the entire agreement between you and Fizzify Inc. regarding the Service.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms to any affiliate or successor without restriction.

16.5 Force Majeure

We will not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, natural disasters, pandemics, labor strikes, or internet outages.

16.6 Export Compliance

The Service may be subject to U.S. export control laws. You agree to comply with all applicable export and import laws and regulations.

16.7 U.S. Government Rights

If you are a U.S. government entity, the Service is a "commercial item" as defined in FAR 2.101, and you have only the rights granted to all other users under these Terms.

17. Contact Information

If you have questions, concerns, or disputes regarding these Terms, please contact us:

We will respond to legal inquiries within 30 business days. For urgent matters, please mark your email as "URGENT."