Business-to-Business Terms & Conditions of Service

These Business-to-Business Terms and Conditions (“Agreement,” “Terms”) govern the corporate wellness, creative engagement, learning, training, arts education, and related organizational programs delivered under the unified brand name “Art Gharana” by Art Gharana LLC, located at 13717 Camp Comfort Ln, Austin, Texas 78717, United States (“Art Gharana LLC”), and Artgharana Global Private Limited, located at 178 Panchvati Vastra Nagar, Roshni Ghar Road, Jayendraganj, Lashkar, Gwalior 474001, India (“Art Gharana India”). Art Gharana LLC serves as the exclusive contracting entity for all corporate clients located outside India, while Art Gharana India serves as the exclusive contracting entity for corporate clients located within India. Although both entities operate under the single commercial brand “Art Gharana,” each entity functions as a legally distinct service provider in its respective jurisdiction.

By executing a Statement of Work (“SOW”), proposal, quotation, purchase order, corporate agreement, enrollment confirmation, electronic acceptance, or by permitting employees to access the Corporate Services (as defined below), the entity identified as the client (“Client,” “You,” “Your”) acknowledges that it has read, understood, and agrees to be legally bound by all provisions of this Agreement. This Agreement supersedes all prior proposals, communications, or discussions, whether oral or written, unless explicitly incorporated or referenced in the relevant SOW.

Art Gharana provides a broad spectrum of creative wellness services designed for corporate environments, including but not limited to: live virtual or onsite group sessions; one-to-one coaching sessions; interactive workshops; artistic challenges and activities; creative movement sessions; music, dance, vocal, and art training; asynchronous learning modules; creative habit-building programs; certification initiatives; team engagement events; analytics reporting; dashboards; surveys; and recorded content access (“Corporate Services”).

The precise structure, deliverables, timelines, session format, scheduling arrangements, and program design applicable to a particular Client engagement shall be as defined in the corresponding SOW. The SOW is deemed incorporated into and forms a part of this Agreement. Art Gharana retains discretion to refine, adjust, or modify certain elements of the Corporate Services, including but not limited to instructor assignments, sequences of curriculum, class structures, technology platforms, and supporting materials, as reasonably necessary to ensure quality, safety, compliance, instructional enhancements, or operational efficiency. Minor or non-material modifications shall not constitute a breach.

For all corporate clients outside India, including but not limited to those located in the United States, Canada, the United Kingdom, the European Union, Australia, New Zealand, the Middle East, Southeast Asia, and all other international regions (“Global Clients”), the contracting entity under this Agreement is Art Gharana LLC, and all financial, legal, and operational obligations pertaining to the engagement shall be construed as obligations of Art Gharana LLC.

For corporate clients physically operating in India or legally contracting under the laws of India (“India Clients”), the contracting entity under this Agreement is Art Gharana India, and all obligations shall be construed solely under the laws of India.

The two entities do not serve as agents of one another. Each entity is solely responsible for the Corporate Services it provides within its designated jurisdiction. Neither entity guarantees or assumes the obligations of the other except as expressly provided under this Agreement.

The Client shall provide accurate and current employee information necessary for onboarding, including names, contact details, roles, time zones, participation preferences, and any additional relevant eligibility criteria. The Client is solely responsible for determining which employees or contractors (“Participants”) are permitted to participate in the Corporate Services and for ensuring compliance with local employment, labor, data protection, and privacy laws applicable to the Client’s workforce.

The Client represents and warrants that it has obtained all required consents or notices from Participants prior to sharing Participant data with Art Gharana. Art Gharana does not independently verify consent and relies entirely on the Client’s representations for lawful data processing. Participant access credentials may not be shared, distributed, transferred, or used by unauthorized individuals. Client is fully responsible for unauthorized access arising from its failure to manage credential distribution.

The Client acknowledges that all live Corporate Services—whether virtual or onsite—may be audio and video recorded by Art Gharana. Session recordings form an integral component of the Corporate Services and are mandated for legitimate operational reasons including: quality assurance, safety monitoring, instructional audits, dispute resolution, legal compliance, instructor training, curriculum refinement, and the provision of playback content where applicable.

Participation in Corporate Services constitutes explicit acceptance of mandatory recording. If the Client does not consent to recordings on behalf of its employees, the Client must refrain from engaging in or continuing to use the Corporate Services. The Client acknowledges that Art Gharana does not provide alternatives to recorded sessions.

The Client is solely responsible for informing its employees about session recordings and for obtaining any employee consent required under applicable data protection laws (including GDPR, CCPA, DPDP Act, UK GDPR, PIPEDA, LGPD, and any relevant workplace privacy statutes). Art Gharana does not seek or verify individual employee consent independently. Recordings are not provided to the Client except where expressly stated in the SOW. Recording files shall not be downloaded, screen-captured, edited, reproduced, circulated, or used for any internal or external purpose by the Client or Participants.

Recordings remain the exclusive intellectual property of Art Gharana and constitute protected proprietary materials under this Agreement.

The Client acknowledges that Participant information—including names, email addresses, attendance metrics, engagement records, survey responses, participation data, and session recordings—may be stored on secure cloud infrastructure located in the United States when the contracting entity is Art Gharana LLC. The data may also be accessed or processed by Art Gharana personnel located in various jurisdictions solely for internal operational purposes.

India-based Clients understand that certain operational functions may necessitate secure transfers of corporate or Participant information to servers or systems outside India. Such transfers shall comply with industry-appropriate safeguards and Art Gharana’s internal data protection practices.

Client represents and warrants that it has complied with all applicable obligations relating to employee privacy, including but not limited to notice, transparency, legitimate processing grounds, employee consent where required, and limitations on monitoring. Client indemnifies Art Gharana against any claims arising from the Client’s failure to adhere to applicable data privacy obligations.

Each Party acknowledges that, in the course of performance under this Agreement, it may receive or be granted access to certain confidential, proprietary, or non-public information belonging to the other Party. Such information includes, without limitation, employee data, business plans, corporate strategies, instructor assignments, session analytics, curriculum materials, proprietary methodologies, training techniques, program structures, product designs, internal pricing arrangements, financial terms, communications, technical information, and any other information that is marked or reasonably understood to be confidential (“Confidential Information”). Each Party agrees that all Confidential Information shall be kept strictly confidential and shall be protected using the same degree of care as the receiving Party uses to safeguard its own confidential material, and in no event using less than a reasonable standard of care.

Neither Party shall disclose the other Party’s Confidential Information to any third party except to employees, agents, or service providers who require access for the performance of obligations under this Agreement and who are themselves subject to confidentiality duties no less protective than those imposed herein. No Confidential Information shall be used for any purpose other than fulfilling obligations under this Agreement. Neither Party shall reverse engineer, decompile, disassemble, analyze, or derive the composition or underlying structure of any Confidential Information received from the other Party.

Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known by the receiving Party prior to its disclosure by the disclosing Party; (c) is developed independently by the receiving Party without use of or reference to the Confidential Information; or (d) is required to be disclosed pursuant to legal process, governmental request, or court order, provided that the receiving Party provides prompt notice to the disclosing Party (to the extent legally permissible) to enable the disclosing Party to seek a protective order.

Confidentiality obligations survive termination of this Agreement indefinitely.

Corporate fees for the Corporate Services shall be established in the SOW, proposal, invoice, or other written engagement documentation executed by the Parties. These fees may reflect subscription-based pricing, per-employee pricing, tiered usage pricing, per-session pricing, workshop-based pricing, retainer models, hybrid structures, or any other mutually agreed commercial model.

For Clients contracting with Art Gharana LLC, all invoicing shall be issued in United States Dollars (USD). For Clients contracting with Art Gharana India, invoicing shall be issued in Indian Rupees (INR) and may include applicable GST or other local taxes. Invoices are payable within fifteen (15) days from the date of issuance unless otherwise specified. Any amount not paid when due shall accrue interest at a rate of 1.5% per month or the highest rate permitted under applicable law, whichever is lower. Non-payment may result in suspension of Corporate Services at Art Gharana’s discretion without limiting its rights to collect unpaid amounts.

All fees are exclusive of applicable taxes, duties, and governmental charges. The Client shall be solely responsible for paying such amounts. In circumstances where withholding taxes apply, the Client shall gross up payments so that Art Gharana receives the full amount invoiced. The Client shall also bear all banking fees, transfer fees, foreign exchange charges, or related transactional costs.

Except where explicitly stated in the SOW, all Corporate Service fees are non-refundable.

Corporate Services rely on reserved instructor capacity, pre-scheduled session time, structured program commitments, and ongoing staffing allocation. Accordingly, the Client acknowledges that cancellation policies are strict and essential to program viability. Unless expressly provided in the SOW, Corporate Services, subscriptions, retainers, block bookings, and prepaid packages are non-refundable.

Session cancellations or requests for rescheduling by the Client must be submitted at least seventy-two (72) hours prior to the scheduled session time. Any cancellation or rescheduling request within seventy-two (72) hours may be deemed chargeable and treated as if the session occurred. For large-scale workshops or multi-team corporate events, cancellations generally require at least seven (7) days’ notice unless otherwise defined in the SOW.

The Client further acknowledges that employee non-attendance, late logins, absenteeism, lack of engagement, or attrition do not constitute grounds for refunds or credits. Corporate programs may not be paused, frozen, or otherwise deferred unless specifically permitted in the SOW.

Art Gharana reserves the right to suspend, delay, or discontinue Corporate Services if the Client fails to meet payment obligations, breaches the Agreement, or engages in conduct that compromises safety, instructor wellbeing, intellectual property protections, or operational integrity.

The Client is responsible for ensuring that all Participants engage in Corporate Services in a respectful, safe, and professional manner. The Client acknowledges that all sessions—whether virtual or onsite—are recorded, and Participants must therefore maintain decorum, follow program guidelines, adhere to instructor directions, and refrain from any conduct that may be inappropriate, offensive, discriminatory, unsafe, or otherwise disruptive.

Participants shall not engage in harassment, threats, insults, sexually suggestive behavior, discriminatory remarks, offensive gestures, profanity, or any form of misconduct. Participants shall refrain from recording, copying, downloading, screen-capturing, or redistributing any portion of the sessions or instructional materials. Participants shall not solicit instructors for private engagements, off-platform training, employment, or contractual work.

Art Gharana reserves the right to immediately remove a Participant from ongoing and future sessions for conduct violations, without any obligation to issue refunds or credits. Persistent or severe violations may result in suspension or termination of Corporate Services.

The Client is solely responsible for addressing employee misconduct and for maintaining internal workplace standards applicable to its workforce. Art Gharana may report egregious misconduct to the Client’s HR or compliance department when necessary to ensure safety.

Art Gharana retains full discretion to assign, reassign, substitute, or replace instructors, coaches, artists, facilitators, or program leads as necessary to ensure continuity, safety, and quality. Instructors may change due to scheduling constraints, holidays, illness, performance evaluations, or operational requirements. The Client acknowledges that instructor availability is not guaranteed and that instructor changes do not constitute breach, grounds for refund, or grounds for termination of the Agreement.

Art Gharana may provide guest instructors, senior faculty, or specialized facilitators when relevant to curriculum design. The Client shall not interfere with instructor selection, nor shall it attempt to influence instructor assignments outside the processes defined by Art Gharana.

All intellectual property associated with the Corporate Services—including session recordings, training materials, worksheets, choreography, musical compositions or arrangements, vocal exercises, art demonstrations, illustrations, program designs, instructor-created materials, curriculum structures, assessment tools, analytics dashboards, wellness methodologies, templates, guides, proprietary program names, trademarks, logos, brand assets, video content, and digital resources—constitute the exclusive property of Art Gharana LLC (for Global Clients) or Art Gharana India (for India Clients).

The Client receives only a limited, non-exclusive, non-transferable, revocable right for Participants to access the Corporate Services for personal development and non-commercial purposes. The Client may not, and shall not permit others to: reproduce, distribute, modify, translate, adapt, create derivative works from, resell, publish, record, mirror, host, frame, or commercially exploit any intellectual property provided through the Corporate Services.

All session recordings generated by Art Gharana constitute the sole intellectual property of Art Gharana and may not be shared, reviewed, disseminated, or reproduced by the Client except where expressly permitted in the SOW. The Client may not integrate Art Gharana content into its internal learning systems, wellness platforms, productivity tools, or training libraries without prior written approval.

Unauthorized use of Art Gharana’s intellectual property constitutes a material breach and may entitle Art Gharana to seek injunctive relief, damages, and immediate termination of Corporate Services.

The Client acknowledges that certain Corporate Services may involve physical movement, dance, stretching, breathwork, expressive activity, or other forms of creative engagement that require Participants to exercise judgment, ensure adequate physical space, and participate mindfully. The Client agrees that it is solely responsible for ensuring that Participants are physically capable of engaging in such activities and that Participants have obtained any medical clearance required under the Client’s internal policies or under applicable law.

Participants engage in the Corporate Services voluntarily and at their own discretion. Art Gharana is not responsible for evaluating a Participant’s physical condition, underlying medical concerns, ergonomic limitations, environmental surroundings, or workplace safety compliance. Participants are expected to maintain a reasonably safe environment free of obstacles, hazards, slippery surfaces, unstable flooring, or other risks that may cause injury or physical harm.

The Client further agrees that if a Participant experiences discomfort, pain, dizziness, or any sign of strain, they must immediately discontinue participation and seek professional medical advice. Art Gharana shall not be liable for any injury, aggravation of pre-existing conditions, physical strain, or other harm occurring during or after participation in the Corporate Services unless directly caused by Art Gharana’s willful misconduct. The Client indemnifies and holds Art Gharana harmless from claims arising from unsafe workspaces, inadequate supervision by Client management, failure to comply with medical guidance, or other factors beyond Art Gharana’s direct control.

Corporate Services may require the use of third-party platforms such as Zoom, Google Meet, LMS systems, cloud-based analytics dashboards, or other digital tools necessary for the delivery of virtual sessions and asynchronous content. The Client acknowledges that the functionality and availability of these platforms may depend upon external factors such as internet connectivity, bandwidth limitations, firewall configurations, corporate IT policies, VPN restrictions, browser compatibility, device specifications, and third-party system outages.

The Client shall ensure that its corporate IT environment permits access to standard video conferencing and online collaboration tools. Participants are responsible for using updated browsers, secure devices, and stable internet connections. Art Gharana is not liable for disruptions caused by power failures, internet outages, technical malfunctions, or third-party service interruptions.

Art Gharana may update technical requirements, modify platform features, or transition to alternative tools as necessary to maintain quality and operational efficiency. The Client agrees that Art Gharana retains discretion over the technological means by which the Corporate Services are delivered.

The Client acknowledges that Art Gharana maintains strict codes of conduct designed to ensure a safe and respectful environment for instructors, Participants, and support staff. Participants must comply with all reasonable rules communicated verbally or in writing, including those governing appropriate camera behavior, background environment, on-screen conduct, communication standards, and safety during physical activities.

Participants shall not use the Corporate Services for any unlawful purpose. They shall not engage in harassment, use discriminatory language, or perform inappropriate or offensive acts while on camera. They shall not display unauthorized third-party content, advertisements, or corporate-sensitive materials.

If a Participant violates conduct standards, Art Gharana may exercise its discretion to remove the Participant from ongoing or future sessions, suspend access, or notify the Client’s HR or compliance team. Art Gharana may also terminate Corporate Services if the Client repeatedly fails to address behavioral issues or if such issues pose safety, legal, or reputational risks.

The Client is solely responsible for addressing internal disciplinary matters and enforcing compliance within its workforce. Art Gharana may provide cooperation by supplying metadata, incident summaries, or recording excerpts when legally required and when such disclosure aligns with data protection rules applicable to the Parties.

Art Gharana employs commercially reasonable administrative, physical, and technical safeguards to protect personal data processed under this Agreement. These safeguards may include encrypted storage, password protection, restricted access, audit logs, limited retention schedules, authentication controls, and secure cloud infrastructure hosted in the United States (for Clients contracting with Art Gharana LLC) or in India (for Clients contracting with Art Gharana India).

The Client acknowledges that no data transmission over the internet is fully secure and that Art Gharana cannot guarantee absolute protection against unauthorized access, cyberattacks, malware, or breaches occurring through systems beyond Art Gharana’s direct control. Art Gharana shall not be liable for breaches attributable to corporate firewalls, employee device security, misconfigurations within the Client’s IT environment, or misconduct by Participants.

Art Gharana may retain session recordings, attendance data, participation metrics, communication logs, survey responses, and performance insights for up to thirty-six (36) months unless legal obligations, dispute resolution, contractual audit requirements, or internal quality standards justify longer retention. De-identified or aggregated data may be retained indefinitely and may be used to improve program design, reporting models, AI-assisted insights, curriculum structure, or operational efficiency.

Participants may submit data privacy requests only through the Client’s HR or officially designated data controller. Art Gharana will not act upon individual Participant data requests unless such requests are mandated under applicable law and directed through appropriate corporate channels. The Client is responsible for providing notice to employees regarding data collection, cross-border processing, recordings, and program-related usage.

The Client represents and warrants that it has full corporate authority to enter this Agreement and to authorize Participant involvement. The Client further warrants that all data provided—such as employee names, email addresses, roles, time zone details, and relevant participation preferences—is accurate and lawfully collected, and that the Client has obtained all necessary consents and internal approvals required under applicable laws such as GDPR, CCPA, UK Data Protection Act, DPDP Act (India), PIPEDA (Canada), and other regional employee privacy regulations.

The Client represents that it will comply with its own internal employment policies, workplace safety rules, data retention policies, and industry-specific compliance requirements. The Client shall not use the Corporate Services or resulting data to evaluate employee job performance, administer disciplinary measures, make salary decisions, influence promotions, or engage in discriminatory practices. Corporate Reports provided by Art Gharana are intended solely for wellness, engagement, cultural development, and HR strategy—not for punitive or employment-related decision-making.

The Client shall not misrepresent its relationship with Art Gharana, shall not claim endorsement, and shall not use Art Gharana’s name, trademarks, or brand assets without express written permission. A breach of these warranties constitutes a material violation and may entitle Art Gharana to suspend Corporate Services or terminate the Agreement immediately.

The Client agrees that it will not, during the Term of this Agreement and for a period of eighteen (18) months thereafter, directly or indirectly solicit, recruit, hire, contract with, or otherwise engage any instructor, artist, trainer, consultant, technical personnel, or employee of Art Gharana who is or has been involved in the delivery of the Corporate Services. This restriction applies regardless of whether the approach is made by the Client, by an affiliate, or by a third party acting on behalf of the Client.

The Client shall not attempt to circumvent this restriction by offering freelance work, contractual assignments, referrals, or consulting arrangements to individuals affiliated with Art Gharana. In the event of breach, the Client agrees to pay a compensatory fee equal to twelve (12) months of revenue attributable to the respective instructor or fifteen thousand U.S. dollars (USD $15,000), whichever amount is higher. This fee represents a reasonable estimate of Art Gharana’s costs associated with recruitment, training, opportunity loss, and operational disruption.

This clause is essential to the protection of Art Gharana’s workforce, training operations, intellectual property, and business continuity and shall survive the termination of the Agreement.

Unless otherwise stated in the SOW, the Term of this Agreement commences on the execution date and continues for the duration specified in the applicable commercial documentation. Upon expiration, the Agreement shall automatically renew for successive Terms of the same duration unless either Party provides written notice of non-renewal at least thirty (30) days prior to the renewal date.

Art Gharana may terminate the Agreement immediately upon written notice if the Client: (a) fails to pay undisputed fees when due; (b) breaches confidentiality obligations; (c) misuses session recordings or intellectual property; (d) permits employee misconduct that materially affects safety or program integrity; (e) violates applicable law; or (f) engages in conduct that damages Art Gharana’s brand, reputation, or operational viability.

The Client may terminate the Agreement for convenience only if such right is expressly included in the SOW. Early termination without contractual basis shall not entitle the Client to refunds and may trigger immediate payment of all remaining fees for the committed term.

Upon termination, all access credentials, dashboards, materials, and Participant permissions shall be revoked. The Client must discontinue use of all Art Gharana materials and certify destruction of internal copies upon request. Termination does not relieve the Client of financial obligations for services already rendered.

Upon termination or expiration of the Agreement, all sums owed by the Client shall become immediately due and payable. The Client must cease using Corporate Services, delete or destroy all downloaded materials, and ensure that Participants no longer access any platform, content, or recordings.

Art Gharana retains all session recordings for the duration of its retention policy for legal protection, quality assurance, and dispute resolution. Confidentiality, data protection obligations, non-solicitation provisions, limitation of liability, indemnification obligations, and intellectual property restrictions shall continue to apply beyond the termination of the Agreement.

The Client must return or certify destruction of any Confidential Information upon request and shall not retain any derivative materials, aggregated data, or internal insights derived from the Corporate Services except where explicitly allowed.

To the fullest extent permitted by applicable law, Art Gharana disclaims all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy of data, uninterrupted service, suitability of curriculum, expected wellness outcomes, or expected employee engagement levels. The Corporate Services are provided “as is” and “as available,” and Art Gharana does not guarantee specific improvements in employee productivity, creativity, morale, bonding, retention, emotional wellbeing, or workplace culture.

Art Gharana is not responsible for disruptions caused by third-party software, network failures, device incompatibility, cybersecurity threats, or factors arising from the Client’s internal IT infrastructure or employee conduct. Art Gharana does not guarantee instructor availability or the consistency of instructional personnel and reserves the right to make operational adjustments to ensure quality.

To the maximum extent permitted under applicable law, the total cumulative liability of Art Gharana (including Art Gharana LLC, Art Gharana India, their instructors, directors, officers, employees, agents, contractors, partners, and affiliates) for any and all claims arising out of or relating to this Agreement, the Corporate Services, the SOW, or any related engagement shall not exceed, in the aggregate, the total fees actually paid by the Client to Art Gharana for the Corporate Services during the three (3) months immediately preceding the event giving rise to the claim.

In no event shall Art Gharana be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to lost profits, lost revenue, loss of data, interruption of business, loss of goodwill, reputational harm, employee relations issues, or costs associated with replacement services, whether in contract, tort, negligence, strict liability, or otherwise, even if advised of the possibility of such damages.

Art Gharana shall not be liable for damages arising from or related to (a) the Client’s or Participant’s misuse of the Corporate Services; (b) physical injuries sustained due to unsafe premises, improper participation, or pre-existing health conditions; (c) cybersecurity incidents attributable to the Client’s systems; (d) third-party platform failures; or (e) delays or non-performance caused by factors outside Art Gharana’s reasonable control, including those described in the Force Majeure section of this Agreement.

These limitations apply notwithstanding any failure of essential purpose of any limited remedy.

The Client agrees to indemnify, defend, and hold harmless Art Gharana, its instructors, officers, directors, employees, consultants, and affiliates from and against any claims, damages, liabilities, penalties, losses, costs, expenses, and reasonable attorney fees arising out of or relating to:

• Employee misconduct, negligence, or violation of conduct rules, including inappropriate or unsafe behavior captured in session recordings;
• Breach of this Agreement by the Client or its employees, contractors, or representatives;
• Unauthorized use or disclosure of Art Gharana’s intellectual property, recordings, curriculum materials, dashboards, or proprietary frameworks;
• Unlawful or non-consensual sharing of Participant data or failure by the Client to comply with employee privacy obligations;
• Workplace injuries occurring during Corporate Services, whether on-premises or remote;
• Employee disputes, complaints, or HR issues, including claims alleging discrimination, retaliation, or violation of internal corporate policies where Art Gharana is not the employer;
• Misuse of Corporate Reports, including attempts to use wellness insights for punitive or employment-related decision-making;
• Violation of local or international data protection laws by the Client, including GDPR, CCPA, UK GDPR, DPDP Act (India), and other applicable regulations.

Art Gharana agrees to indemnify the Client only for claims arising directly from Art Gharana’s intentional misconduct or proven willful breach of this Agreement, and not for operational errors, technical disruptions, instructor substitutions, or other reasonable business variances.

Indemnification obligations shall survive termination of the Agreement.

During the course of this Agreement, each Party may gain access to certain confidential or proprietary information belonging to the other Party, including but not limited to business processes, employee lists, curriculum materials, internal methodologies, pricing structures, session recordings, survey insights, program analytics, operational frameworks, performance indicators, instructor assessments, and technology specifications (“Confidential Information”).

Each Party agrees to:

• Maintain the confidentiality of the other Party’s Confidential Information using at least the same level of care as it uses to protect its own confidential materials, and in no event less than a reasonable standard of care;
• Use such Confidential Information solely for the purpose of fulfilling obligations under this Agreement;
• Restrict access to Confidential Information only to employees, representatives, or contractors who require such access for the performance of their duties and who are subject to appropriate confidentiality obligations;
• Refrain from disclosing Confidential Information to any third party except as required by law, regulation, subpoena, or court order;
• Promptly notify the disclosing Party of any unauthorized access or disclosure of Confidential Information.

Confidentiality obligations do not apply to information that: (a) becomes publicly available without breach; (b) was lawfully known to the receiving Party prior to disclosure; (c) is independently developed without reference to Confidential Information; or (d) must be disclosed under law, provided that reasonable notice is given where permissible.

These confidentiality obligations shall survive termination of this Agreement indefinitely.

Art Gharana may provide the Client with aggregated or anonymized Corporate Reports containing insights derived from attendance logs, engagement patterns, participation metrics, activity types, behavioral indicators, and wellness trends across Participants. The Client acknowledges that these Reports are intended solely for internal HR, L&D, and wellness strategy purposes, and not for evaluating job performance, employee discipline, employment decisions, or compliance monitoring.

The Client shall not:

• Use Corporate Reports to penalize, reward, promote, demote, discipline, or terminate employees;
• Share Corporate Reports with external entities, consultants, vendors, or regulatory bodies except where legally required;
• Publish Corporate Reports or metrics externally or use them in marketing or public communication without written approval from Art Gharana;
• Attempt to re-identify anonymized data or reverse-engineer aggregated insights.

Art Gharana retains ownership of all scoring models, methodologies, and analytical frameworks used to produce Corporate Reports. The Client receives only a limited right to view and use Reports for internal wellness planning.

The Client acknowledges and agrees that all instructor-led sessions, including group sessions, workshops, and 1:1 sessions, may be recorded in both audio and video format for quality assurance, safety oversight, curriculum improvement, instructor evaluation, dispute resolution, and legal protection. These recordings constitute Confidential Information and intellectual property belonging solely to Art Gharana.

Because Participants take part in sessions solely due to the Client’s corporate enrollment, employee consent for recordings is deemed to have been secured by the Client. Art Gharana does not verify employee consent independently and shall rely entirely on the Client to meet its internal data protection and compliance obligations.

Recordings may be reviewed by authorized Art Gharana personnel for safety, performance evaluation, training, or complaints, and may be disclosed to the Client’s HR or legal team only in circumstances involving misconduct, safety breaches, or legal escalation, and only to the extent permitted under applicable law.

The Client shall not request access to recordings for routine observation, employee monitoring, or internal investigations unless such access is legally mandated or required for compliance inquiries.

Recordings may be retained for up to thirty-six (36) months or longer where legally required or necessary for legitimate business purposes.

Art Gharana may display the Client’s name and logo in lists of participating organizations, pitch materials, and proposal documents. This limited right does not permit detailed case studies, testimonials, or public marketing campaigns unless separately authorized.

Neither Party shall issue public announcements, press releases, or marketing campaigns referencing the partnership without written consent from the other Party. Any use of Art Gharana brand assets, logos, class footage, instructor images, or proprietary content requires prior approval.

Similarly, the Client shall not claim partnership status, certification authority, endorsement, or co-branding rights unless such rights are expressly granted in writing.

Corporate fees shall be detailed in the SOW or invoice and may be structured as subscriptions, per-employee billing, session-based pricing, workshop charges, or hybrid models. All fees are exclusive of taxes unless otherwise stated.

Invoices issued by Art Gharana LLC shall be payable in USD within fifteen (15) days. Invoices issued by Art Gharana India shall be payable in INR subject to Indian tax law.

Late payments accrue interest at 1.5% per month or the highest lawful rate. Art Gharana may suspend access to all Corporate Services if invoices remain unpaid for more than thirty (30) days. Suspension does not relieve the Client from payment obligations.

Fees are non-refundable unless explicitly stated in the SOW.

Given the resource-intensive nature of Corporate Services, including instructor allocation, scheduling, curriculum planning, and operational commitments, refunds are not available for unused seats, employee attrition, non-attendance, or failure by the Client to communicate internal schedules.

Cancellations of scheduled sessions require at least seventy-two (72) hours’ notice, failing which the session may be deemed completed for billing purposes. Cancellations of large-scale workshops, custom events, or special initiatives require at least seven (7) days’ advance notice.

Terminations for convenience are not permitted unless contractually provided. Early termination fees may apply as detailed in the SOW.

Art Gharana may observe public holidays in India, the United States, or other jurisdictions relevant to its operations, and reserves the right to reschedule sessions accordingly. The Client is responsible for communicating schedules to its employees and ensuring attendance.

Art Gharana is not liable for low attendance due to the Client’s internal communication failures, calendar conflicts, or Participant unavailability.

Where provided, Admin Portals allow the Client’s HR or L&D teams to manage employee rosters, view engagement data, or schedule sessions. Admin Users must maintain confidentiality, refrain from unauthorized data extraction, and follow system usage guidelines.

Art Gharana may revoke or limit Admin access if misuse, unauthorized data handling, or security concerns arise. The Client is responsible for all activities performed under its admin accounts.

Each Party represents that it complies with all applicable anti-corruption and anti-bribery laws, including but not limited to the U.S. FCPA, UK Bribery Act, and Indian anti-corruption frameworks. Any suspicion of bribery, kickbacks, or unethical inducements may result in immediate termination.

Art Gharana is committed to providing an inclusive, respectful learning environment. Participants shall not be discriminated against on the basis of race, gender, religious belief, national origin, age, disability, or any protected characteristic. The Client shall ensure equal access to Corporate Services.

Neither Party shall be liable for delayed or failed performance caused by circumstances beyond reasonable control, including natural disasters, pandemics, labor disputes, cyberattacks, power outages, instructor illness, or government restrictions. Obligations resume once the force majeure event concludes. If such event continues beyond sixty (60) days, either Party may terminate the Agreement without penalty.

For all Clients contracting with Art Gharana LLC, this Agreement is governed exclusively by the laws of the State of Texas. Any dispute arising under this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

• Seat of Arbitration: Austin, Texas
• Language: English
• Arbitrator: One neutral arbitrator
• Award: Final and binding
• Confidentiality: Proceedings shall remain confidential

Class Action Waiver

The Client agrees that disputes may not be brought as class actions, class arbitrations, or representative actions of any kind.

Notwithstanding the above, Art Gharana may seek injunctive relief in a court of competent jurisdiction for:

• (a) intellectual property violations,
• (b) breach of confidentiality,
• (c) non-solicitation breaches,
• (d) misuse of proprietary materials.

For Clients contracting with Artgharana Global Private Limited, this Agreement is governed by the laws of India. All disputes shall be subject to the exclusive jurisdiction of courts in Gwalior, Madhya Pradesh. India Clients are not subject to the Texas arbitration provisions.

Official notices shall be sent to the following addresses:

For Art Gharana LLC (Global Clients)

13717 Camp Comfort Ln
Austin, Texas 78717, USA
Email: support@artgharana.com

For Art Gharana India (India Clients)

178 Panchvati Vastra Nagar
Roshni Ghar Road, Jayendraganj, Lashkar
Gwalior 474001, Madhya Pradesh, India
Email: support@artgharana.com

Notice shall be deemed delivered when sent by email, one (1) business day after courier delivery, or three (3) business days after registered post.

The Client may not assign or transfer this Agreement without Art Gharana’s written consent. Art Gharana may assign its rights to affiliates, successors, or acquiring entities. Any unauthorized assignment by the Client is void.

Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between the Parties. Instructors are employees or contractors of Art Gharana, not the Client. The Client shall not represent itself as having authority to bind Art Gharana.

If any provision is deemed invalid or unenforceable, the remainder of the Agreement remains in full force. The invalid provision shall be replaced with one that most closely reflects the Parties’ intent while remaining enforceable.

Failure by either Party to enforce any provision shall not constitute waiver. Waivers must be in writing and signed by both Parties.

The following provisions survive termination: Confidentiality, IP Rights, Non-Solicitation, Limitations of Liability, Indemnification, Data Retention, Arbitration, Governing Law, Refund Restrictions, Force Majeure, and all provisions reasonably intended to survive termination.

This Agreement, together with any SOWs, Addendums, Privacy Policies, and Platform Terms, constitutes the entire understanding between the Parties. It supersedes all prior proposals, negotiations, and oral discussions. Amendments must be in writing and signed by both Parties.

Headings are for convenience only and do not affect meaning. Terms shall not be construed against the drafter. The English version controls in case of translations.