Terms and Conditions of Use

These Terms and Conditions of Use (“Terms”) constitute a legally binding agreement between you (“Subscriber,” “User,” or “You”) and [Company Name], a company organized and existing under the laws of India (“Company,” “We,” or “Our”), governing your access to and use of the NGO King software platform, including all associated modules, mobile applications, websites, APIs, integrations, and related services (collectively, the “Software”).

By accessing, subscribing to, or using the Software, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must immediately discontinue any use of the Software.

1. DEFINITIONS

1.1 Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with the Company.

1.2 Confidential Information: Any information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.

1.3 Documentation: Any guides, instructions, or policies made available by the Company regarding the use of the Software.

1.4 User Data: Any data, content, or information inputted, uploaded, stored, or transmitted by You through the Software.

2. LICENSE GRANT AND RESTRICTIONS

2.1 Grant of License

Subject to your compliance with these Terms and timely payment of all applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Software solely for your internal business operations.

2.2 Restrictions

You shall not:

• (a) Copy, modify, adapt, or create derivative works of the Software;
• (b) Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software;
• (c) Sell, lease, license, sublicense, distribute, or otherwise make the Software available to any third party;
• (d) Use the Software to develop a competing product or service;
• (e) Use the Software in violation of any applicable laws, regulations, or third-party rights.

2.3 Reservation of Rights

Except as expressly granted herein, all rights, title, and interest in and to the Software, including all intellectual property rights, remain vested in the Company and its licensors.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Account Creation

You must create an account to access and use the Software. You agree to provide accurate, current, and complete information and to update such information promptly to maintain its accuracy.

3.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials and all activities that occur under your account. You shall promptly notify the Company of any unauthorized use of your account or any other breach of security.

4. FEES AND PAYMENT

4.1 Subscription Fees

Access to the Software is subject to payment of the applicable subscription fees (“Fees”) as specified in your order form or agreement.

4.2 Billing and Invoicing

Unless otherwise agreed in writing, Fees shall be invoiced in advance and are due within 2-5 Working days of the invoice date.

4.3 Taxes

All Fees are exclusive of applicable taxes, duties, or levies, which shall be borne by you.

4.4 No Refunds

All payments are non-refundable, except as expressly provided in a separate written agreement or as required by law.

5. USER DATA AND PRIVACY

5.1 Ownership

You retain all rights in your User Data. You grant the Company a limited, non-exclusive license to process User Data solely to provide the Software.

5.2 Compliance

You represent and warrant that You have all necessary rights and consents to provide User Data and that its use will not violate any laws or infringe any rights.

5.3 Data Security

The Company shall implement reasonable administrative, technical, and physical safeguards to protect User Data from unauthorized access or disclosure.

6. CONFIDENTIALITY

6.1 Obligations

Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to use it only for purposes of performing under these Terms.

6.2 Exclusions

Confidential Information does not include information that:

• (a) Is or becomes publicly available without breach;
• (b) Was lawfully known by the recipient before disclosure;
• (c) Is independently developed without use of Confidential Information;
• (d) Is rightfully received from a third party without restriction.

7. INTELLECTUAL PROPERTY

7.1 Ownership

The Software, Documentation, and all intellectual property rights therein are and shall remain the exclusive property of the Company and its licensors.

7.2 Feedback

If you provide feedback or suggestions, you grant the Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate them without restriction.

8. WARRANTIES AND DISCLAIMERS

8.1 Mutual Warranties

Each party represents that it has the authority to enter into these Terms.

8.2 Disclaimer

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW:

• 9.1 THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE USE OF THE SOFTWARE.
• 9.2 IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and affiliates from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• (a) Your use of the Software;
• (b) Your breach of these Terms;
• (c) Any User Data or content submitted by you.

11. TERM AND TERMINATION

11.1 Term

These Terms remain effective until terminated as set forth herein.

11.2 Termination for Convenience

Either party may terminate these Terms by providing thirty (30) days’ prior written notice.

11.3 Termination for Cause

The Company may suspend or terminate your access immediately if you:

• (a) Violate these Terms;
• (b) Fail to pay any Fees when due;
• (c) Engage in fraudulent or unlawful activities.

11.4 Effect of Termination

Upon termination:

• (a) All rights granted under these Terms shall cease;
• (b) You must cease all use of the Software;
• (c) Sections relating to Fees, Confidentiality, Intellectual Property, Warranties and Disclaimers, Limitation of Liability, Indemnification, and Governing Law shall survive.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law

These Terms shall be governed by the laws of India, without regard to its conflict of laws principles.

12.2 Dispute Resolution

Any disputes shall be resolved through arbitration in Jaipur, in accordance with the Arbitration Rules. The language of arbitration shall be Hindi or English. The decision shall be final and binding.

13. MISCELLANEOUS

• 13.1 Entire Agreement: These Terms constitute the entire agreement between the parties regarding the subject matter.
• 13.2 Amendments: The Company may modify these Terms by posting updated terms. Continued use constitutes acceptance.
• 13.3 Severability: If any provision is held invalid, the remaining provisions remain in full force.
• 13.4 Waiver: No waiver of any right shall be effective unless in writing signed by the waiving party.
• 13.5 Assignment: You may not assign these Terms without prior written consent. The Company may assign without restriction.
• 13.6 Notices: All notices shall be sent to Support@Ngoking.in.

By accessing or using the Software, you confirm that you have read, understood, and agreed to be bound by these Terms.