Terms of Service for Savvy Org Charts
Last Updated: October 2, 2025
These Terms of Service (these “Agreement”) are entered into by and between Savvy AnalytIQs LLC (“Company,” “we,” “us,” or “our”), and the entity or individual purchasing a subscription to or using the Service (“User,” “you,” or “your”). This Agreement governs access to and use of Savvy Org Charts, a Microsoft Excel Add-in, and related technical support offered by Company (collectively, the “Service”). By accessing or using the Service, clicking “I Agree” (or similar button or checkbox), User agrees and accepts the terms and conditions of this Agreement and acknowledges that it has read and understood its terms. If the individual does not have such authority, or if User does not agree with these terms and conditions, User must not accept this Agreement and may not use the Service.
1. Services
1.1 Service Description
The Service is hosted on Microsoft Azure and delivered via the internet as a cloud-based offering. The Service operates as a web application that is hosted on our cloud infrastructure and accessed through Microsoft Excel. When using the Service, Excel reads a manifest file that connects to our cloud-hosted web application, allowing the Service to function within the Excel interface. The Service's functionality, user interface, and business logic are delivered from Azure’s cloud servers in real-time when accessed. No software is downloaded to your device beyond the small manifest file required by Microsoft Excel to locate and access our cloud-hosted Service.
1.2 License
Subject to complying with this Agreement, User is granted a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for its internal business purposes during the subscription term (the “License”). Each License is for the User only and may not be shared across individuals or within an organization. All use of the Service must occur through the supported Microsoft Excel interface and in accordance with any documentation. User may not download, copy, or attempt to access the Service or its components outside of manifest file provided by Company.
1.3 Support Services
The Service may include basic technical support services (“Support Services”) as applicable to the Subscription Tier. Support Services do not include consulting services, custom development, or data manipulation. Response times are not guaranteed and may vary based on support volume and complexity.
1.4 Service Modifications
Company reserves the right to modify, update, or discontinue any aspect of the Service. Features may be added, modified, or removed during the subscription period, provided that the core functionality described in the purchased plan remains substantially similar.
1.5 Service Limitations
The Service does not collect, store, transmit, or process any user data or content from Excel spreadsheets. All spreadsheet data remains local to the user’s device. Company collects only email addresses and license keys for license management and support purposes. No inputted data or organizational content is accessed or transmitted to Company's servers. Functionality is limited to the capabilities described in product documentation and is subject to technical limitations of Microsoft Excel. Internet connectivity is required for initial activation of the Service, validation of the license key, and accessing all Service features. Limited functionality may continue to operate during temporary connectivity interruptions based on cached data and offline validation mechanisms. However, extended offline use is not supported, and some features will be unavailable without an active internet connection.
1.6 Beta Use
Company may, from time to time, offer access to features or services that are not yet generally available, which may be designated as “beta,” “alpha,” “preview,” “pre-release,” “experimental,” or by a similar description (collectively, “Beta Features”). Beta Features may be offered on a free or paid basis. User acknowledges and agrees that: (a) Beta Features are provided “AS IS” and “AS AVAILABLE” without any warranties of any kind, express or implied; (b) User’s use of Beta Features is at its sole risk, and Beta Features may contain errors, bugs, or inaccuracies, may not operate as intended, and may result in data loss or corruption; (c) Company shall have no liability whatsoever arising from or relating to User’s use of Beta Features, and Company’s total aggregate liability for any claims related to Beta Features shall not exceed one hundred U.S. dollars ($100.00); (d) Company may modify, suspend, or discontinue Beta Features at any time, with or without notice, and shall not be liable to User or any third party for any such modification, suspension, or discontinuation; (e) User will comply with any additional terms or restrictions imposed by Company specifically for such Beta Features; (f) Beta Features are excluded from any standard support services or service level agreements applicable to the generally available Service; and (g) Company may use any data, feedback, or information derived from User’s use of Beta Features for the purpose of improving or developing the Service or other Company products and services, without any obligation or compensation to User. Beta Features are not eligible for Support Services.
2. User Responsibilities
2.1 Account Information
User is responsible for providing accurate and complete information when registering for the Service. Access to the Service requires User to purchase a subscription through Company’s designated website, after which User will receive a unique license key. User must activate this license key within the Service to unlock the specific Subscription Tier purchased, as the license key determines the features and functionalities available to User. User is responsible for maintaining the confidentiality of any account credentials, including the license key, and for all activities that occur under User's account or are associated with User's license key. User agrees to notify Company immediately of any unauthorized use of User's account, license key, or any other breach of security.
2.2 Acceptable Use
User agrees to use the Service only for lawful purposes and in accordance with this Agreement. User shall not: (i) use the Service in any manner that could damage, disable, overburden, or impair the Service; (ii) attempt to gain unauthorized access to the Service or related systems; (iii) use any automated means to access the Service; (iv) circumvent or modify any security technologies included in the Service; (v) reverse engineer, decompile, or disassemble the Service; or (vi) use the Service to process protected health information.
User is responsible for ensuring they have: (i) a compatible version of Microsoft Excel (at least 2019); (ii) stable internet connectivity; (iii) necessary permissions within their organization to install and use Excel Add-ins; and (iv) compliance with any internal IT policies regarding the use of cloud services.
2.3 Data Responsibility
User retains full responsibility for all data used with the Service. User acknowledges that the Service processes data locally within the Excel environment and does not transmit User data to Company servers. User is responsible for ensuring they have appropriate rights to use any employee or organizational data with the Service. User is responsible for maintaining appropriate backups of their data. User acknowledges that the Service processes data locally within Excel and does not transmit spreadsheet data to Company servers. License validation requires internet connectivity and transmits only license keys, not User content.
3. Fees & Payment Terms
3.1 Subscription Fees
Users agrees to pay all fees associated with the Service at the time of purchase. All fees are billed annually in advance and are non-refundable, except as expressly provided in this Agreement. Subscription fees are subject to change, but changes will not affect the current subscription term.
3.2 Payment Processing
Payments are processed through secure third-party payment processors. By providing payment information, User represents and warrants that they have the legal right to use any payment method provided.
3.3 Taxes
All Fees are exclusive of any applicable sales, use, value-added, import or export and excise taxes levied upon the delivery or use of the taxable components, if any, of the Service purchased under this Agreement (collectively, “Taxes”). Taxes do not include taxes on the net income of Company or any of its Affiliates. User will pay and be solely responsible for all Taxes and will gross up any payment to include such Taxes. If a taxing authority pursues Company for unpaid Taxes for which User is responsible for under this Agreement and which User did not pay Company, Company may invoice User and User will pay such Taxes to Company or directly to the taxing authority with receipt of payment to Company.
3.4 Renewal and Cancellation
The subscription for the Service automatically renews for additional one-year terms unless canceled before the renewal date. User may cancel renewal at any time before the renewal date through their account settings or, if such functionality is not available, by contacting Company. No refunds will be provided for cancellation during a subscription period.
4. Intellectual Property Rights
4.1 Ownership
All rights, title, and interest in and to the Service, including all intellectual property rights, remain with Company. This Agreement does not grant User any rights to use Company's trademarks, logos, domain names, or other distinctive brand features.
4.2 License Restrictions
User may not: (i) copy, modify, or create derivative works of the Service; (ii) frame or mirror any content forming part of the Service; (iii) reverse engineer, decompile, or disassemble the Service; (iv) access the Service to build a competitive product or service; or (v) license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Service.
4.3 Feedback
Subject to Company’s confidentiality obligations under this Agreement, User may, on an entirely voluntary basis, submit feedback or suggestions, and Company may use and modify such feedback or suggestions without any restriction or payment
5. Confidentiality
5.1 Definition
“Confidential Information” means any non-public information disclosed by either party or its Affiliates to the other party that a reasonable person should understand to be confidential due to the circumstances of disclosure or the nature of the information itself. Confidential Information excludes information: (i) was or becomes generally known to the public other than as a result of a disclosure by the receiving party in violation of this Agreement; (ii) was known, without restriction as to use or disclosure, by the receiving party prior to receiving such information from the disclosing party; (iii) is rightfully acquired by the receiving party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving party without access to any Confidential Information of the disclosing party.
5.2 Use of Confidential Information
The receiving party shall keep the Confidential Information in strict confidence during the subscription term and thereafter. Except as otherwise required by law or approved in writing by the disclosing party, the receiving party may not disclose any Confidential Information: (i) to any person or entity other than Authorized Persons to the extent required to be able to access and use a Subscription; (ii) to a third party without the disclosing party’s prior written authorization (except in connection with (a) the enforcement of a party’s rights under this Agreement or (b) a potential merger, acquisition or sales of all or substantially all of a party’s assets).
5.3 Compelled Disclosure
If the receiving party is requested or legally compelled (by valid and effective subpoena or order issued by either a court of competent jurisdiction), or is required by a regulatory body, to disclose Confidential Information of the disclosing party, the receiving party shall, unless prohibited by force of law: (i) provide the disclosing party with prompt notice (so long as time permits) of any such request or requirement before disclosure so that the disclosing party may seek an appropriate protective order or other appropriate remedy; and (ii) provide reasonable assistance to the disclosing party in obtaining any such protective order. If the receiving party is nonetheless legally compelled or otherwise required to disclose, the receiving party will furnish only that portion of the Confidential Information that is legally required and shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any part of the Confidential Information so disclosed.
5.4 Return of Confidential Information
All documents and other tangible objects containing or representing Confidential Information that have been disclosed by either party to the other party, and all copies in the possession of the other party, are and will remain the property of the disclosing party. At the disclosing party’s written request, the receiving party shall promptly return or destroy all of those documents or objects; provided that, the receiving party may retain copies of such Confidential Information (i) for archival purposes, (ii) as required by applicable law, and (iii) to the extent such copes are electronically stored in accordance with the receiving party’s document retention or back-up policies or procedures (including, without limitation, those regarding electronic communications), in each case, so long as such Confidential Information is kept confidential as required under this Agreement.
6. Disclaimer of Warranties
THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND COMPANY MAKES NO ADDITIONAL WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, REGARDING OR RELATING TO THE SERVICE FURNISHED OR PROVIDED TO USER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICE FURNISHED OR PROVIDED TO USER UNDER THIS AGREEMENT. COMPANY MAKES NO WARRANTY THAT THE SERVICE WILL MEET USER'S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
7. Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, OR LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR COSTS FOR SUBSTITUTE GOODS, OF ANY KIND, WHETHER BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE, ARISING OUT OF A PARTY’S PERFORMANCE WITH OR FAILURE TO PERFORM THIS AGREEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL A PARTY’S TOTAL, AGGREGATE LIABILITY EXCEED THE AMOUNT PAID OR PAYABLE BY USER FOR THE SERVICE UNDER THIS AGREEMENT GIVING RISE TO THE LIABILITY FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. The limitations of liability in this section shall apply notwithstanding the failure of essential purpose of any limited remedy.
8. Indemnification
8.1 User Indemnification
User agrees to defend, indemnify, and hold harmless Company, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with: (a) User’s violation of any third-party right, including without limitation any intellectual property right or privacy right; or (b) any claim that User’s use of the Service caused damage to a third party. User may not settle any claim without Company's prior written consent if the settlement requires Company to admit any liability or take any action.
8.2 Procedure
Company will: (a) promptly notify User in writing of any claim for which indemnification is sought; (b) give User sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation to User, at User’s expense, in the defense and settlement of the claim.
9. Term & Termination
This Agreement commences on the date User first accepts them and continue until all subscriptions for the Service have expired or been terminated. Either party may terminate this Agreement if the other party: (a) materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings. Company may terminate or suspend User’s access to the Service at any time, with or without cause. Upon termination: (a) All Licenses granted to User will immediately terminate; (b) User must cease all use of the Service; (c) no refunds will be provided for any prepaid but unused fees; and (d) sections that by their nature should survive termination shall survive, including but not limited to intellectual property, confidentiality, warranty disclaimers, and limitations of liability.
10. Dispute Resoltion
10.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law principles.
10.2 Informal Dispute Resolution
Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in this Agreement. If a dispute is not resolved within thirty (30) days of notice, either party may bring a formal proceeding.
10.3 Arbitration
Any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Morristown, New Jersey, in the English language by a single arbitrator.
10.4 Exceptions
Nothing in this Agreement will prevent either party from seeking injunctive relief in a court of competent jurisdiction.
10.5 Class Action Waiver
ANY PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION.
11. General Provisions
11.1 Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding the Service and supersede all prior agreements and understandings.
11.2 Amendments
Company reserves the right to modify this Agreement at any time. User's continued use of the Service after changes constitutes acceptance of the updated Agreement.
11.3 Waiver
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
11.4 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
11.5 Assignment
User may not assign this Agreement without Company's prior written consent. Company may assign this Agreement without User's consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
11.6 Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control.
11.7 Notices
All notices must be in writing and will be deemed given when delivered personally, sent by confirmed email, or sent by certified or registered mail.
11.8 Relationship of the Parties
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
11.9 Compliance with Laws
Each party shall comply with all applicable laws and regulations in connection with its performance under this Agreement.
11.10 Competitor Access
Under no circumstance may a direct competitor of Company access the Service without Company’s written consent, which may be withheld in Company’s sole discretion.
11.11 Export Compliance
Under no circumstance may a direct competitor of Company access the Service without Company’s written consent, which may be withheld in Company’s sole discretion.
11.12 U.S. Government Rights
Under no circumstance may a direct competitor of Company access the Service without Company’s written consent, which may be withheld in Company’s sole discretion.
11.13 Competitor Access
Under no circumstance may a direct competitor of Company access the Service without Company’s written consent, which may be withheld in Company’s sole discretion.