This Master Service Agreement governs all organizational diagnostic services provided by PreOrg, LLC to business clients. Individual engagements are governed by an Order Form that incorporates this Agreement by reference.
This Master Service Agreement ("Agreement") is entered into between PreOrg, LLC, a Maryland limited liability company ("PreOrg"), and the entity identified in the applicable Order Form ("Client"). This Agreement governs Client's access to and use of PreOrg's organizational diagnostic services.
| "Agreement" | This Master Service Agreement together with any Order Forms, exhibits, and amendments incorporated herein. |
| "Client Data" | Organizational data, documents, and files uploaded by Client, including org charts, employee rosters, job descriptions, and strategic planning materials. |
| "Confidential Information" | Any non-public information disclosed by one party to the other, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. |
| "Deliverables" | The PreOrg assessment report and any related outputs produced by the Services for Client. |
| "ORG-FIT Framework" | PreOrg's proprietary six-dimension organizational assessment methodology. |
| "Order Form" | A written or electronic order specifying the scope, fees, and any additional terms applicable to a specific engagement. |
| "Services" | PreOrg's AI-assisted organizational diagnostic platform, including AI analysis, human expert review, and delivery of Deliverables, as described in the applicable Order Form. |
PreOrg will provide organizational diagnostic services as described in the applicable Order Form. Services include AI-assisted analysis of Client Data using the ORG-FIT Framework and review by a qualified human HR professional prior to delivery of Deliverables.
Each engagement will be governed by an Order Form referencing this Agreement. In the event of a conflict between an Order Form and this Agreement, the Order Form controls with respect to that specific engagement.
PreOrg offers the following service tiers, as further described in the applicable Order Form:
PreOrg will use commercially reasonable efforts to deliver Deliverables within the timeframe specified in the Order Form. Timelines are estimates and may be affected by the completeness and quality of Client Data provided.
The Services are designed as decision-support tools. Deliverables represent analytical inputs for qualified decision-makers and do not constitute legal advice, HR consulting, employment law guidance, or a substitute for professional management judgment. All organizational decisions based on Deliverables require independent human review.
Client represents and warrants that it has the legal right and authority to upload all Client Data and to grant PreOrg the rights necessary to perform the Services. Client is solely responsible for ensuring that its collection and sharing of Client Data complies with applicable employment laws, confidentiality obligations, and privacy regulations.
Client agrees to upload only the data necessary for organizational structural analysis. Prior to uploading, Client must remove: (a) compensation, salary, or benefits data; (b) Social Security numbers or national ID numbers; (c) dates of birth or age; (d) health, medical, or disability information; (e) performance reviews or ratings; (f) protected-class demographic data (race, gender, ethnicity); and (g) any other sensitive personal data not required for structural analysis. PreOrg's automated column-detection tools are provided for Client's convenience and do not substitute for Client's independent review obligations.
Client will designate a point of contact, provide reasonably complete and accurate data, and respond to requests for additional information within a reasonable time. Failure to cooperate may affect the quality or timeliness of Deliverables.
Client agrees not to use the Services to: (a) upload data Client does not have the right to share; (b) make individual employment decisions (terminations, promotions, hiring) without independent human review; (c) reverse-engineer or resell the Services or Deliverables as Client's own product; or (d) violate any applicable law.
Client will pay the fees set forth in the applicable Order Form. All fees are in US dollars. Recurring fees for Essentials and Growth tiers are billed in advance of each service period.
Invoiced amounts are due within thirty (30) days of the invoice date unless otherwise specified in the Order Form. Payments processed through PreOrg's platform are due at the time of purchase. Overdue amounts accrue interest at the rate of 1.5% per month or the maximum permitted by law, whichever is lower.
Fees are exclusive of applicable taxes. Client is responsible for all taxes associated with its purchase other than taxes on PreOrg's net income.
Fees are non-refundable except as required by applicable law or at PreOrg's sole discretion. If PreOrg is unable to deliver Deliverables due to a failure on its part, PreOrg will re-perform the Services or, at PreOrg's election, refund fees paid for the affected engagement.
Each party ("Receiving Party") agrees to hold the other party's ("Disclosing Party") Confidential Information in confidence and not to disclose it to third parties or use it for any purpose other than performing its obligations or exercising its rights under this Agreement. Each party will protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party without restriction before disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives the Disclosing Party prompt written notice and reasonable assistance to seek a protective order.
Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which are protected for as long as they remain trade secrets under applicable law.
Client retains all ownership rights in Client Data. Client grants PreOrg a limited, non-exclusive license to process Client Data solely for the purpose of performing the Services and delivering Deliverables.
PreOrg processes Client Data in accordance with its Privacy Policy (preorg.com/privacy). Key practices include: (a) employee names in structured files are stripped and replaced with anonymized identifiers prior to AI analysis; (b) Client Data is transmitted and stored with encryption; (c) access to Client Data is restricted to the assigned reviewer and authorized PreOrg personnel; and (d) Client Data is not used to train or improve AI models.
PreOrg uses the following subprocessors to deliver the Services: Anthropic (AI analysis), Convex (data storage), Clerk (authentication), and Stripe (payment processing). PreOrg will maintain a current list of subprocessors and provide notice of material changes.
Client Data is retained for the duration of the engagement and for a reasonable period thereafter to support delivery and any follow-up questions. Client may request deletion of its data at any time by contacting hello@preorg.com. Certain records (invoices, legal communications) may be retained as required by applicable law.
PreOrg will notify Client without undue delay upon discovering a security incident that affects Client Data, and will provide information reasonably sufficient for Client to assess the scope and impact of the incident.
PreOrg owns all rights, title, and interest in and to the PreOrg platform, ORG-FIT Framework, methodology, software, and any improvements, modifications, or derivative works thereof. Nothing in this Agreement transfers ownership of any PreOrg IP to Client.
Subject to Client's payment of applicable fees, PreOrg grants Client a perpetual, non-exclusive, non-transferable license to use the Deliverables for Client's internal business purposes. Client may not resell or redistribute Deliverables as its own product or service without PreOrg's prior written consent.
If Client provides feedback or suggestions about the Services, PreOrg may use that feedback without restriction or compensation to Client.
Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement has been duly authorized and constitutes a binding obligation; and (c) its performance will not violate any applicable law or third-party agreement.
PreOrg warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. PreOrg's sole obligation for breach of this warranty is to re-perform the non-conforming Services.
Client warrants that: (a) it has the legal right to upload and share all Client Data; (b) the Client Data does not infringe any third-party intellectual property rights; and (c) Client has complied with its data minimization obligations under Section 3.2.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." PREORG DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PREORG DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.
Client will indemnify, defend, and hold harmless PreOrg and its members, officers, employees, and contractors from any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Client's breach of this Agreement; (b) Client's violation of applicable law; (c) Client Data, including any claim that it infringes third-party rights or contains unlawfully processed personal data; or (d) organizational decisions made in reliance on Deliverables.
PreOrg will indemnify, defend, and hold harmless Client from any third-party claims that the Services, as provided by PreOrg and used in accordance with this Agreement, infringe any United States patent, copyright, or trademark. PreOrg's obligations under this section do not apply to claims arising from Client's modification of Deliverables or use of the Services in combination with third-party products or data not provided by PreOrg.
The indemnified party will: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of defense and settlement; and (c) provide reasonable cooperation. The indemnifying party will not settle any claim in a manner that imposes obligations on the indemnified party without its prior written consent.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PREORG IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE THOUSAND DOLLARS ($1,000).
The limitations in Sections 10.1 and 10.2 do not apply to: (a) either party's indemnification obligations under Section 9; (b) either party's breach of its confidentiality obligations under Section 5; or (c) damages arising from a party's gross negligence or willful misconduct.
This Agreement commences on the date of the first Order Form signed or accepted under it and continues until terminated in accordance with this Section.
Either party may terminate this Agreement or any Order Form upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.
Either party may terminate this Agreement for convenience upon thirty (30) days' written notice, provided that any active Order Forms will continue until their completion or expiration. Fees paid for active engagements are non-refundable upon termination for convenience by Client.
Upon termination: (a) all licenses granted to Client under this Agreement terminate; (b) each party will promptly return or destroy the other's Confidential Information upon request; and (c) PreOrg will make Client Data available for download for thirty (30) days following termination, after which it may be deleted. Sections 1, 5, 6.4, 7, 8.4, 9, 10, 11.4, and 12 survive termination.
This Agreement is governed by the laws of the State of Maryland, United States, without regard to its conflict of law provisions. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Maryland for any disputes arising under this Agreement.
Before initiating litigation, the parties agree to attempt in good faith to resolve any dispute through senior management negotiation within thirty (30) days of written notice of the dispute. This provision does not prevent either party from seeking injunctive or equitable relief in court.
This Agreement, together with all Order Forms, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, representations, and agreements. Any terms in Client purchase orders or similar documents that conflict with or add to this Agreement are void.
This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. PreOrg may update this Agreement for future Order Forms with thirty (30) days' written notice; existing Order Forms are governed by the version in effect at the time of execution.
Neither party may assign this Agreement without the other's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder. Any purported assignment in violation of this section is void.
Neither party will be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, acts of government, internet outages, or third-party service disruptions. The affected party will provide prompt written notice and use commercially reasonable efforts to resume performance.
If any provision of this Agreement is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
A party's failure to enforce any provision of this Agreement is not a waiver of that party's right to enforce it in the future.
This Agreement is for the benefit of the parties only and does not create any rights in third parties.
Notices under this Agreement must be in writing and delivered by email with confirmation of receipt or by overnight courier to the contact information in the applicable Order Form. Notices to PreOrg should be sent to hello@preorg.com.
This Agreement may be executed in counterparts, each of which is an original, and electronic signatures are deemed valid.
For questions about this Agreement or to request an Order Form, contact us at:
hello@preorg.com
PreOrg, LLC
Maryland, United States