ORGANISATION TERMS AND CONDITIONS

Legal Sandbox Georgia LLC

Document Type: Role Terms and Conditions (Binding) Version: 1.1 Effective Date: 13 May 2026 Document Language: English (Georgian version prevails in case of conflict) Status: Binding contract; incorporates by reference the Subscriptions & Billing, Posting, Reviews & Ratings, and Inquiries & Messaging Function Rulebooks

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PREAMBLE

These Organisation Terms and Conditions ("Agreement") govern the registration, operation, and conduct of Organisations on the legal.ge platform operated by Legal Sandbox Georgia LLC, Registration Number 405713768 (the "Platform").

By submitting an Organisation registration application or activating an Organisation Profile, the Organisation, acting through its authorised Organisation Administrator, agrees to be bound by this Agreement, the Platform's master Terms and Conditions, Privacy Policy, Cookie Policy, and the Function Rulebooks incorporated herein by reference.

This Agreement creates a contractual relationship between Legal Sandbox Georgia LLC and the registered Organisation as a legal entity, not between Legal Sandbox Georgia LLC and any individual member of the Organisation.

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ARTICLE 1: DEFINITIONS

1.1 Capitalized terms used but not defined in this Agreement have the meanings given in the Platform's master Terms and Conditions, the applicable Function Rulebook, or other Role Terms and Conditions where context makes clear.

1.2 For purposes of this Agreement:

"Affiliated Member" means a natural person, Solo Specialist, Company Specialist, Company, Trainer, or User who has been admitted to membership of the Organisation per Article 9.

"Audit Log" means the immutable, append-only record of administrative actions taken within the Organisation, maintained per Article 15.

"Coverage Rule" means a Standing Allocation Rule configured by the Organisation Administrator governing how Organisation Tokens are automatically applied to Affiliated Members' Solo Specialist subscriptions per Article 6.

"Committee" means an internal sub-structure within the Organisation, created and managed under Article 11.

"Document Vault" means the secure document storage facility associated with the Organisation, governed by Article 12.

"Founder" means the natural person who initially submitted the Organisation registration application. The Founder designation is a historical audit marker; current Organisation authority is held by Owners and Administrators per Article 8.

"Founding Partner" means an Organisation participating in the Founding Partner Programme per Article 24.

"GEL" means Georgian Lari, the lawful currency of Georgia.

"Governance Role" means an authority designation assigned to an Affiliated Member, defining the scope of permissions exercisable on behalf of the Organisation per Article 7.

"Institutional Qualifier" means the eligibility requirements set forth in Article 2, which an applicant must satisfy to be approved as an Organisation.

"Member Class" means a classification tier within the Organisation (e.g., Full Member, Associate, Honorary, or custom classes) established per Article 9.

"NAPR" means the National Agency of Public Registry of Georgia, or such other governmental authority as may be relevant for institutional registration verification.

"Official Statement" means a publication representing the Organisation's institutional position, requiring Owner approval per Article 13.

"Organisation" or "Organisation Profile" means a legal entity registered on the Platform under this Agreement, satisfying the Institutional Qualifier in Article 2.

"Organisation Administrator" means an Affiliated Member holding a Governance Role with authority to bind the Organisation in dealings with the Platform. The Founder is automatically the initial Organisation Administrator; the role may be transferred or delegated per Articles 7 and 8.

"Organisation Token" or "Token" means a non-transferable, non-refundable, organisation-bound unit of Platform credit issued to the Organisation pursuant to Article 5, governed by Articles 5 and 6.

"Organisation T&C" or "this Agreement" means this document.

"Public Verification Service" means the public-facing service through which any visitor to the Platform may verify the membership status of an Affiliated Member in the Organisation, governed by Article 14.

"Subscriptions Rulebook" means the Subscriptions & Billing Function Rulebook v1.0 or successor.

"Token Pool" means the aggregate balance of Tokens available to the Organisation in any given month, refreshed per Article 5.

"Tiered Controllership" means the data protection model under Article 17, in which the Platform and the Organisation each act as data controller for distinct categories of personal data.

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ARTICLE 2: ACCEPTANCE AND ELIGIBILITY

2.1 Institutional Qualifier

2.1.1 To register as an Organisation on the Platform, an applicant must satisfy the Institutional Qualifier. The applicant must:

(a) Be a legal entity registered in Georgia or in a recognised foreign jurisdiction, and provide registration documentation (NAPR extract or foreign-jurisdiction equivalent);

(b) Have a documented institutional purpose broader than the pooled subscription of its members, evidenced by charter, articles of incorporation, founding agreement, or equivalent governing document;

(c) Maintain a governance structure (board, council, executive body, or equivalent) distinct from its general membership;

(d) Maintain a public-facing institutional identity (website, public mission statement, recognised affiliations, or equivalent);

(e) Designate at least one Organisation Administrator authorised to bind the Organisation in its dealings with the Platform.

2.2 Platform Discretion

2.2.1 The Platform shall review submitted documentation before approving Organisation registration.

2.2.2 The Platform reserves the right to:

(a) Request additional documentation;

(b) Refuse registration of any applicant that does not satisfy the Institutional Qualifier;

(c) Revoke an existing Organisation's status if the Institutional Qualifier ceases to be met.

2.2.3 Refusal or revocation is at the Platform's reasonable discretion and shall be communicated in writing with stated reasons.

2.3 Limited Gatekeeper Role

2.3.1 The Platform's role with respect to Organisations is that of a limited gatekeeper:

(a) The Platform verifies institutional legitimacy at onboarding through the Institutional Qualifier;

(b) The Platform does not supervise the ongoing internal governance, decisions, or conduct of the Organisation, except in cases of demonstrated abuse or breach of this Agreement;

(c) The Platform makes no representation or warranty regarding the accuracy, fairness, or merit of any decision, classification, statement, or finding made by the Organisation.

2.4 Acceptance

2.4.1 This Agreement is accepted upon submission of an Organisation registration application by the Founder on behalf of the Organisation.

2.4.2 Acceptance binds the Organisation as a legal entity, not the Founder personally, except to the extent the Founder has provided personal warranties of authority.

2.4.3 Continued use of the Platform by the Organisation constitutes ongoing acceptance of this Agreement and any amendments per Article 25.

2.5 Incorporation by Reference

2.5.1 This Agreement incorporates by reference and forms a binding whole with:

(a) The Platform's master Terms and Conditions;

(b) The Platform's Privacy Policy and Cookie Policy;

(c) The Subscriptions & Billing Function Rulebook (with respect to Article 5 and Article 16, where the Subscriptions Rulebook applies to member-side mechanics);

(d) The Posting Function Rulebook (with respect to Organisation publications per Article 19);

(e) The Reviews & Ratings Function Rulebook (with respect to Organisation Rating per Article 14);

(f) The Inquiries & Messaging Function Rulebook (with respect to Affiliated Member Specialists, who receive Inquiries directly).

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ARTICLE 3: ROLE DESCRIPTION AND SCOPE

3.1 What an Organisation Is

3.1.1 An Organisation on the Platform is a legally registered entity with a documented institutional purpose that joins the Platform to:

(a) Consolidate the presence and activity of its members under a single institutional identity;

(b) Publish institutional content, statements, and announcements;

(c) Provide member verification and directory services to the public;

(d) Maintain internal collaboration through committees and document management;

(e) Participate in the legal.ge ecosystem as an institutional actor.

3.2 What an Organisation Is Not

3.2.1 An Organisation is NOT:

(a) An individual practitioner or service provider (such persons must register as Solo Specialists or Company Specialists);

(b) A commercial company offering services on the Platform (such entities must register as Companies);

(c) A single-person business (which must register as a User);

(d) A federation, parent, or holding entity for sub-organisations (Phase 1 of the Platform does not support nested or federated organisations);

(e) An entity that itself provides professional services on the Platform — Organisations exist as institutional infrastructure; service delivery is performed by individual members in their independent capacity.

3.3 Distinction from Companies

3.3.1 Organisations and Companies are distinct role types:

(a) Companies are commercial entities that sell professional services through Affiliated Specialists; Companies hold subscriptions per the Subscriptions Rulebook Article 6 and receive a 12% Platform commission deduction on Inquiries;

(b) Organisations are institutional entities that do not sell services on the Platform; Organisations hold subscriptions per Article 5 of this Agreement and do not participate in Inquiry commission flows.

3.3.2 A single legal entity may not register as both a Company and an Organisation; the entity must select the role most consistent with its institutional purpose.

3.4 Organisations and Affiliated Member Specialists

3.4.1 An Affiliated Member who is also a Solo Specialist or Company Specialist:

(a) Maintains their independent Specialist Profile under the applicable Specialist Terms and Conditions;

(b) Holds membership in the Organisation as a separate, parallel relationship;

(c) Provides professional services on the Platform in their individual capacity, NOT as an agent or representative of the Organisation;

(d) Is subject to all Specialist obligations, including 12% Platform commission on Inquiry-derived Consultations, regardless of any Organisation funding of their subscription.

3.4.2 The Organisation's funding of an Affiliated Member's subscription via Tokens does not create an agency, employment, or supervisory relationship between the Organisation and the member's professional activity, except where such relationship independently exists outside the Platform.

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ARTICLE 4: ONBOARDING AND VERIFICATION

4.1 Application Submission

4.1.1 An Organisation application is submitted by a natural person ("Founder") who:

(a) Holds an active Platform account (User or Specialist Profile);

(b) Represents that they are authorised to register the Organisation;

(c) Has not previously submitted an Organisation registration application (one application per Founder);

(d) Provides the Institutional Information, Founder Information, and Institutional Documentation per Section 4.2.

4.2 Required Information and Documentation

4.2.1 The application must include:

Institutional Information:

(a) Official legal name;

(b) Public display name;

(c) Institutional registration number (NAPR ID for Georgian entities, or foreign-jurisdiction equivalent);

(d) Registered legal address;

(e) Official email address;

(f) Institutional website (if applicable).

Founder Information:

(g) Full name;

(h) Title or position within the Organisation;

(i) Phone number;

(j) Email address.

Institutional Documentation:

(k) Charter, articles of incorporation, or equivalent governing document;

(l) Evidence of registration (NAPR certificate or equivalent);

(m) Documentary evidence of Founder's authorisation to register the Organisation (charter excerpt, board resolution, letter from board, or equivalent);

(n) Institutional logo or seal (if applicable);

(o) Brief institutional description.

4.3 Founder Verification Standard

4.3.1 Founder authorisation is verified through Documentary Verification: the Founder uploads documentary evidence (charter excerpt, board resolution, or equivalent) showing authorisation to bind the Organisation.

4.3.2 Notarised authorisation is not required at the standard tier but may be requested by the Platform in cases of doubt or for higher-risk Organisation types.

4.4 Competing Founder Claims

4.4.1 Where two or more Users submit competing Organisation applications for the same legal entity, the Platform conducts an investigation:

(a) Both applications are placed on hold pending review;

(b) The Platform may request additional documentation from each claimant;

(c) The Platform may contact the registered address or governance contacts of the Organisation to confirm authorisation;

(d) The Platform decides which application to approve based on documentary weight; the decision is at the Platform's reasonable discretion.

4.4.2 A claimant whose application is denied may appeal in writing within fourteen (14) days; the Platform's final determination is binding for the purpose of Organisation registration on the Platform but does not affect any external legal rights.

4.5 Approval and Activation

4.5.1 Upon Platform approval:

(a) An Organisation Profile is created;

(b) Default Member Classes are established (Full Member, Associate, Honorary; customisable per Article 9);

(c) Default Governance Roles are created (Owner, Administrator, Officer, Coordinator, Observer; customisable per Article 7);

(d) Public disclosure policy is initialised at default settings;

(e) An empty member directory is initialised;

(f) The Founder is automatically assigned the Owner Governance Role, with full administrative authority;

(g) An immutable Audit Log entry records the activation.

4.6 Founder as Historical Marker

4.6.1 The Founder designation is preserved as a historical audit marker in the Organisation's record.

4.6.2 The Founder does not retain unique authority by virtue of being Founder; current authority is held by Owners and Administrators per Articles 7 and 8.

4.6.3 The Founder may be transferred away from the Organisation (resignation, removal, ownership transfer) without affecting the Organisation's continuity. The Founder name in the historical record cannot be substituted, but the Organisation continues to operate under its current Owners and Administrators.

4.7 Constraints on Creation

4.7.1 The following constraints apply:

(a) One Organisation per Founder — a Founder may not have multiple pending or approved Organisation applications simultaneously;

(b) Unique Organisation slug — Organisation URL slugs are globally unique across the Platform;

(c) Manual NAPR verification required — applications remain pending until administrator verification is complete;

(d) No self-membership during application — the Founder cannot apply to join their own Organisation as a member during the application process; Founder may join after approval as a member-Owner;

(e) Slug immutability — once created, the Organisation URL slug cannot be changed.

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ARTICLE 5: SUBSCRIPTION TIERS AND TOKEN ECONOMY

5.1 Subscription Tiers

5.1.1 The Platform offers three Organisation subscription tiers:

Tier	Monthly Fee (GEL, excl. VAT)	Tokens Issued (Monthly)	Token Conversion	Top-Up Permitted
Free	0	0	—	❌
Medium	1,000	2,000	200%	✅
Large	3,000	9,000	300%	✅

5.2 Free Tier

5.2.1 Free Tier includes:

(a) Organisation Profile (post-Verification);

(b) Member roster;

(c) Basic directory listing;

(d) Association of members with the Organisation in their individual Profiles.

5.2.2 Free Tier Organisations:

(a) Pay no monthly fee;

(b) Do not receive a monthly Token allocation;

(c) May not purchase top-up Tokens.

5.3 Medium Tier

5.3.1 Medium Tier (1,000 GEL/month, exclusive of VAT) includes all Free Tier features plus:

(a) Enhanced directory placement;

(b) Institutional branding features;

(c) A monthly allocation of 2,000 Organisation Tokens (200% of GEL fee paid);

(d) Eligibility to purchase top-up Tokens during an active subscription period at the standard top-up rate of 1 GEL = 1.25 Tokens.

5.4 Large Tier

5.4.1 Large Tier (3,000 GEL/month, exclusive of VAT) includes all Medium Tier features plus:

(a) Priority placement;

(b) Advanced analytics;

(c) Dedicated administrative support;

(d) A monthly allocation of 9,000 Organisation Tokens (300% of GEL fee paid);

(e) Eligibility to purchase top-up Tokens during an active subscription period at the standard top-up rate of 1 GEL = 1.25 Tokens.

5.5 Tier Choice and Eligibility

5.5.1 Tier choice is at the Organisation's discretion.

5.5.2 The Platform does not condition tier eligibility on member count, revenue, or any quantitative threshold beyond the Institutional Qualifier in Article 2.

5.5.3 Organisations may freely upgrade or downgrade between tiers per Article 5.10.

5.6 Organisation Tokens — General Rules

5.6.1 Each Organisation Token represents one (1) Georgian Lari of subscription value redeemable on the Platform.

5.6.2 Tokens are:

(a) Non-transferable between Organisations or between members of different Organisations;

(b) Non-refundable;

(c) Organisation-bound — held in the Organisation's Token Pool;

(d) Without cash value — cannot be exchanged for currency;

(e) Non-resaleable — may not be sold or assigned.

5.6.3 Tokens may be redeemed only by Affiliated Members of the Organisation, as identified in the Organisation's roster, to fund their Solo Specialist subscriptions in whole or in part.

5.7 Token Issuance and Expiry

5.7.1 Tokens are issued on a monthly basis upon receipt of the corresponding subscription payment.

5.7.2 Each monthly tranche of Tokens expires thirty (30) days after issuance.

5.7.3 Unused Tokens forfeit at expiry and do not roll over to subsequent months.

5.7.4 The Platform maintains immutable records of Token issuance, distribution, redemption, and expiry, accessible to the Organisation through its Administrator dashboard.

5.8 Token Redemption — Member-Side Mechanics

5.8.1 When an Affiliated Member's Solo Specialist subscription renews:

(a) The system checks whether the member has an active Coverage Rule allocation per Article 6;

(b) If allocated and Tokens are available in the Pool: Tokens are deducted from the Pool to cover the allocated portion of the subscription fee; the remainder (if any) is charged to the member's Card on File;

(c) If not allocated, Coverage Rule cannot be honored, or Pool is depleted: the member's Card on File is charged in full per the Subscriptions Rulebook, and the Organisation Administrator is notified.

5.8.2 Card on File requirement is preserved for all Affiliated Members regardless of Token coverage. A member at 100% Token coverage retains a Card on File but is not charged.

5.9 Top-Up Tokens

5.9.1 Medium and Large Tier Organisations may purchase additional Tokens during an active subscription period at the standard top-up rate of 1 GEL = 1.25 Tokens.

5.9.2 Top-up Tokens follow the same expiry rules as included Tokens (30 days from purchase).

5.9.3 Free Tier Organisations may not purchase top-up Tokens.

5.10 Tier Change

5.10.1 Upgrade to a higher tier:

(a) Effective immediately upon successful payment;

(b) Prorated billing for the remainder of the current month;

(c) Full pricing applies from the next billing cycle;

(d) Upgrade-tier Tokens are issued upon prorated payment.

5.10.2 Downgrade to a lower tier:

(a) Effective at the end of the current billing cycle;

(b) Tokens issued under the higher tier remain redeemable through their original 30-day expiry;

(c) Tokens do not carry over as if issued at the new tier.

5.11 VAT and Invoicing

5.11.1 All fees stated in this Agreement are exclusive of Georgian VAT and shall be increased by VAT at the prevailing statutory rate where applicable.

5.11.2 The Platform shall issue tax invoices for monthly fees in accordance with Georgian Tax Code requirements.

5.11.3 The VAT treatment of Token issuance versus Token redemption follows the Platform's tax counsel guidance and is reflected in invoicing accordingly.

5.11.4 Subscription pricing for Organisations is tax-exclusive (B2B model). This differs from the tax-inclusive pricing applicable to Solo Specialist and Company Subscriptions per Subscriptions Rulebook §15.2; the difference reflects the B2B nature of Organisation subscriptions, in which Organisations typically claim input VAT.

5.12 Subscription Cancellation

5.12.1 Cancellation by the Organisation takes effect at the end of the current billing cycle.

5.12.2 The Organisation remains liable for the full month's fee for the cycle in which cancellation is requested.

5.12.3 A 30-day post-cycle wind-down per Article 20 follows cancellation.

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ARTICLE 6: TOKEN COVERAGE RULES (STANDING ALLOCATION)

6.1 Coverage Rules Defined

6.1.1 The Organisation, acting through its Organisation Administrator, configures Coverage Rules that automatically apply Tokens to Affiliated Members' Solo Specialist subscriptions.

6.1.2 Coverage Rules persist until modified. The Organisation does not allocate Tokens per renewal cycle; rules apply automatically.

6.2 Three Configuration Modes

6.2.1 The Organisation may configure Coverage Rules in any one or combination of three modes:

Mode 1 — Class-Based Rules:

(a) The Administrator assigns coverage percentages by Member Class;

(b) Example: "Full Member: 100% coverage; Associate: 50% coverage; Honorary: 0% coverage";

(c) Members of each class automatically receive the configured coverage at their next renewal.

Mode 2 — Per-Member Override:

(a) The Administrator overrides class-based rules for specific Affiliated Members;

(b) Example: "Full Member class = 50%, except Member X = 100%, Member Y = 25%";

(c) Used for special cases such as founders, leadership, or hardship circumstances.

Mode 3 — Open Pool / Self-Claim:

(a) Tokens are made available for member self-claim up to a per-member cap configured by the Administrator;

(b) Members may claim coverage on a first-come-first-served basis, depleting the Token Pool;

(c) Useful for democratic Organisations preferring not to centrally allocate.

6.3 Modification Timing

6.3.1 The Organisation may modify Coverage Rules at any time.

6.3.2 Modifications apply to renewals occurring after the modification date; renewals already processed are not retroactively adjusted.

6.4 Pool Depletion

6.4.1 Where the Organisation's Token Pool is insufficient to cover a member's renewal under the active Coverage Rule:

(a) The member's Card on File is charged in full per the Subscriptions Rulebook;

(b) The Organisation Administrator is notified of the depletion event;

(c) The member is informed at renewal that no Token coverage was applied.

6.4.2 The Organisation has no obligation to honor coverage promises if the Pool is depleted; coverage is contingent on Pool availability at the moment of renewal.

6.5 Discretion and Independence

6.5.1 The Organisation has sole discretion over Coverage Rule configuration.

6.5.2 The Platform does not direct or constrain the Organisation's distribution decisions, save that:

(a) Tokens may be redeemed only for verified Affiliated Members;

(b) Coverage Rules must comply with applicable non-discrimination laws.

6.5.3 Token funding does not create an agency, employment, or supervisory relationship between the Organisation and the funded member's professional activity per Section 3.4.

6.6 Member Subscription Status

6.6.1 A member whose subscription is funded in whole or in part by Organisation Tokens:

(a) Remains an independent Solo Specialist subject to the Solo Specialist Terms and Conditions;

(b) Must complete Solo Specialist Verification independently; Token funding does not bypass Verification requirements;

(c) Retains all rights and obligations of a Solo Specialist, including 12% Platform commission on Inquiry-derived Consultations.

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ARTICLE 7: GOVERNANCE STRUCTURE

7.1 Role-Based Access Control (RBAC)

7.1.1 The Organisation operates under a role-based access control model.

7.1.2 Each Organisation defines its own Governance Roles, which may be customised from the defaults provided.

7.1.3 Each Governance Role specifies a set of permissions across fourteen (14) categories defined in Section 7.4.

7.2 Default Governance Roles

7.2.1 The Platform provides five (5) default Governance Roles upon Organisation creation. Each may be customised, retained as default, or supplemented with additional roles.

Owner

(a) Possesses all 14 permissions;

(b) Can assign other Owners and Administrators;

(c) Can modify Organisation structure and policies;

(d) Can transfer ownership;

(e) Typical assignment: institutional founder, executive director, board chair.

Administrator

(a) Possesses all permissions except ownership transfer;

(b) Cannot modify fundamental governance structure;

(c) Manages day-to-day operations;

(d) Typical assignment: executive director, general counsel, operations director.

Officer

(a) Member and committee management permissions;

(b) Publication permissions for Committee Statements;

(c) Committee administration;

(d) Typical assignment: committee chair, vice chair, executive committee member.

Coordinator

(a) Committee management only;

(b) Document management for committees;

(c) Cannot issue disciplinary outcomes or change member status;

(d) Typical assignment: committee secretary, project lead.

Observer

(a) Read-only access to all Organisation information;

(b) Cannot make any changes;

(c) Can view documents, members, statements;

(d) Typical assignment: auditor, advisory board member, non-voting observer.

7.3 Custom Roles

7.3.1 The Organisation may create additional custom Governance Roles by combining permissions from the 14 categories.

7.3.2 Custom roles must:

(a) Have a unique name within the Organisation;

(b) Specify a defined set of permissions;

(c) Comply with the constraint that no role may grant authority exceeding that of the assigning role.

7.4 Permission Categories

7.4.1 Each Governance Role includes or excludes permissions in the following 14 categories:

#	Permission	Authority
1	can_accept_members	Approve pending membership applications
2	can_invite_members	Invite specific individuals to join the Organisation
3	can_change_membership_class	Promote, demote, or reclassify members
4	can_issue_disciplinary_outcomes	Issue disciplinary findings and sanctions
5	can_manage_governance_roles	Assign and remove Governance Roles
6	can_manage_committees	Create, edit, archive committees
7	can_manage_documents	Upload, organise, and control document visibility
8	can_publish_official_statements	Publish institutional Official Statements
9	can_publish_committee_statements	Publish committee-level statements
10	can_manage_threads	Create and close discussion threads
11	can_manage_audit_log	View Organisation audit log
12	can_export_member_data	Export member lists and data
13	can_transfer_ownership	Transfer Owner role to other members
14	can_update_disclosure_policy	Modify public visibility of member information

7.5 Role Assignment Constraints

7.5.1 The following constraints govern role assignment:

(a) At least one Owner required — the Organisation must maintain at least one active Owner; the system shall prevent removal of the final Owner;

(b) No authority exceeding assigner — a member assigning a role cannot grant permissions exceeding their own;

(c) No role delegation — Governance Roles cannot be delegated to agents or representatives outside the Organisation's roster;

(d) Audit logging mandatory — all role assignments, modifications, and revocations are immutably recorded in the Audit Log.

7.6 Role Change and Revocation

7.6.1 Governance Roles may be:

(a) Modified — changed from one role to another;

(b) Added — a member receives an additional role;

(c) Removed — a member loses role authority;

(d) Inherited — role passes to a successor upon transfer.

7.6.2 Role revocation upon departure: when an Affiliated Member leaves the Organisation, their Governance Role is automatically revoked.

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ARTICLE 8: FOUNDER, OWNERS, AND ADMINISTRATORS

8.1 Founder

8.1.1 The Founder is the natural person who initially submitted the Organisation registration application.

8.1.2 The Founder designation is preserved as a historical audit marker and does not confer ongoing unique authority beyond the standard Owner role.

8.1.3 The Founder may resign, transfer ownership, or be removed under standard role-change procedures; the Organisation continues to operate under its current Owners and Administrators.

8.2 Owners

8.2.1 Owners hold the highest authority within the Organisation, including all 14 permission categories.

8.2.2 Multiple Owners are permitted; any Owner may transfer the Owner role to another member.

8.2.3 At least one Owner must exist at all times. The Platform's system shall prevent removal of the final Owner.

8.3 Owner Departure and Succession

8.3.1 Where the last active Owner of an Organisation seeks to leave the Organisation:

(a) The departing Owner must designate a successor by transferring the Owner role to another Affiliated Member before the system permits departure;

(b) If the system blocks departure due to no successor, the Owner must designate one before the action can complete.

8.3.2 Where the last Owner becomes unreachable, incapacitated, or otherwise unable to designate a successor (e.g., death, prolonged absence, abandonment of the Organisation):

(a) The Organisation enters an administrative hold state managed by the Platform;

(b) The Platform may, at its discretion, designate an interim successor based on:

(i) Documentary evidence of Organisation governance (e.g., board minutes appointing a successor);

(ii) Application by another Affiliated Member with documentary support;

(iii) Coordination with the Organisation's external governance body.

8.3.3 During administrative hold:

(a) The Organisation Profile remains visible but is marked as "Under Administrative Review";

(b) New publications, member additions, and governance changes are suspended;

(c) Existing member subscriptions and Token-funded coverage continue to scheduled renewal dates.

8.3.4 Resolution of the administrative hold:

(a) Upon designation of a new Owner: the Organisation resumes normal operations;

(b) If no resolution within ninety (90) days: the Platform may proceed to terminate the Organisation per Article 21.

8.4 Organisation Administrator

8.4.1 The "Organisation Administrator" is the Affiliated Member with authority to bind the Organisation in dealings with the Platform.

8.4.2 The Founder is automatically the initial Organisation Administrator; the role passes with the Owner role.

8.4.3 Where multiple Owners exist, any Owner may serve as Organisation Administrator for Platform interactions.

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ARTICLE 9: MEMBERSHIP LIFECYCLE

9.1 Member Eligibility

9.1.1 The following Platform role-holders may be admitted as Affiliated Members of an Organisation:

(a) Solo Specialists;

(b) Company Specialists;

(c) Companies;

(d) Trainers;

(e) Users.

9.1.2 A Platform user may hold simultaneous memberships in multiple Organisations.

9.2 Member Classes

9.2.1 Default Member Classes upon Organisation creation:

Class	Description
Full Member	Full voting rights, all institutional resources, full governance participation
Associate	Limited voting rights, member resources, limited governance participation
Honorary	No voting rights, member resources, advisory participation only

9.2.2 The Organisation may create custom Member Classes at any time, defining for each:

(a) Class name (e.g., "Emeritus", "Student", "Affiliate", "Partner");

(b) Unique identifier;

(c) Rights and obligations;

(d) Fee level (if applicable to Organisation's external billing — not Platform-billed);

(e) Default Coverage Rule percentage (if applicable per Article 6).

9.2.3 Members may be promoted, demoted, or reclassified between classes by Affiliated Members holding can_change_membership_class permission.

9.3 Membership Stages

9.3.1 A member's status moves through the following stages:

Stage	Status	Description
Stage 1	pending_request	Application submitted by prospective member
Stage 2	(review)	Organisation reviews application
Stage 3	pending_invite	Application accepted; invitation pending acceptance by member
Stage 4	active	Member accepts invitation; full membership active
Stage 5a	suspended	Member temporarily inactive (discipline, non-payment, etc.)
Stage 5b	dues_pending	Member has outstanding dues (Phase 2)
Stage 5c	grace	Member in grace period after missed obligations
Stage 5d	expelled	Member permanently removed for cause
Stage 6	terminated	Membership ended (resignation, expulsion, or lapse)

9.4 Application and Acceptance

9.4.1 The Organisation defines its own application process and eligibility criteria within the bounds of this Agreement and applicable non-discrimination laws.

9.4.2 The Organisation has discretion to accept or decline applications; declined applicants are notified.

9.4.3 Multiple Affiliated Members holding can_accept_members permission may independently accept applications.

9.5 Invitation

9.5.1 Affiliated Members holding can_invite_members permission may invite specific individuals to join.

9.5.2 Invitations include:

(a) Membership terms and conditions;

(b) Membership benefits and obligations;

(c) Bylaws and governance structure (if applicable);

(d) Dues and fees (if applicable to Organisation's external billing).

9.5.3 The invitee may accept or decline.

9.6 Active Membership

9.6.1 Upon acceptance, the member becomes Active and receives:

(a) Membership badge and credentials;

(b) Directory listing (subject to opt-out per Article 14);

(c) Access to member-only content (per disclosure policy);

(d) Governance Role assignment (if applicable);

(e) Committee assignments (if applicable).

9.7 Good Standing

9.7.1 Members may be flagged as "not in good standing" for:

(a) Financial non-compliance (unpaid Organisation dues, fees, assessments);

(b) Educational non-compliance (incomplete CLE, training requirements);

(c) Conduct non-compliance (disciplinary violations, ethical breaches);

(d) Administrative non-compliance (failure to update information, respond to communications).

9.7.2 Consequences of not-in-good-standing status:

(a) May be ineligible for certain benefits;

(b) May not hold Governance Roles;

(c) Status may be disclosed in Public Verification Service (subject to Organisation's disclosure policy);

(d) May lose access to member-only content.

9.7.3 Members can restore good standing by resolving the underlying non-compliance.

9.8 Termination of Membership

9.8.1 Membership ends through:

(a) Voluntary resignation — member-initiated;

(b) Expulsion — Organisation removes member for cause per Article 10;

(c) Lapse — member fails to maintain required obligations (Phase 2 if applicable);

(d) Deceased — member death (administrative processing).

9.9 Member Cannot Be Compelled to Disclose

9.9.1 Organisations may not require members to disclose personal information beyond institutional necessity.

9.9.2 Members retain control over information disclosure preferences per Article 14.

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ARTICLE 10: MEMBER DISCIPLINE AND DUE PROCESS

10.1 Disciplinary Authority

10.1.1 The Organisation may investigate member conduct and issue disciplinary findings, including:

(a) Warnings;

(b) Suspension of membership;

(c) Revocation of credentials issued by the Organisation;

(d) Expulsion from the Organisation.

10.2 Minimum Due Process — Required

10.2.1 Before issuing a disciplinary finding that imposes consequences materially affecting the member's standing (suspension, credential revocation, or expulsion), the Organisation MUST provide the affected member with:

(a) Written notice specifying the alleged conduct, the rules said to be violated, and the proposed disciplinary action;

(b) A reasonable opportunity to respond (oral, written, or both, at the Organisation's discretion), with no less than fourteen (14) calendar days from notice to response deadline;

(c) Consideration of the member's response by the deciding authority before final determination;

(d) Written decision specifying the finding and any sanctions imposed;

(e) Notice of internal appeal rights, if any, under the Organisation's bylaws.

10.3 Substantive Standards

10.3.1 The substantive standards for discipline (what conduct is sanctionable, what sanctions are appropriate) are defined by the Organisation's bylaws and applicable professional codes.

10.3.2 The Platform does not impose substantive standards for member discipline.

10.4 Internal Appeal

10.4.1 Where the Organisation's bylaws provide for an internal appeal process, the Organisation must:

(a) Inform the disciplined member of the appeal procedure;

(b) Conduct the appeal within the timeframes set by bylaws;

(c) Apply the appeal procedure consistently across similarly situated members.

10.5 Platform's Limited Role — Procedural Review Only

10.5.1 The Platform's role in member-versus-Organisation disciplinary disputes is limited to:

(a) Procedural compliance review — upon a member's complaint that the Organisation breached Section 10.2 (e.g., no notice was given, no opportunity to respond was provided), the Platform may investigate whether the required minimum due process was followed;

(b) The Platform does NOT review substantive merits — the Platform makes no determination as to whether the disciplinary finding was correct, fair, or proportionate;

(c) The Platform's procedural review is limited to whether the Organisation complied with the contractual minimum standards in Section 10.2.

10.6 Member's External Recourse

10.6.1 Members aggrieved by a disciplinary finding may pursue external legal recourse, including:

(a) Civil action in Georgian or foreign courts;

(b) Complaint to relevant regulatory authorities;

(c) Other lawful means.

10.6.2 The Platform is not a forum for substantive appeal of Organisation disciplinary decisions.

10.7 Publication of Disciplinary Findings

10.7.1 The Organisation may publish disciplinary findings to its members or to the public, subject to:

(a) Applicable defamation, privacy, and confidentiality laws;

(b) The Organisation's own disclosure policies;

(c) The publication restrictions in Article 13 governing Statement immutability.

10.7.2 Removal of published findings is governed by Article 22 (jurisdictional removal model).

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ARTICLE 11: COMMITTEES

11.1 Committee Creation

11.1.1 Affiliated Members holding can_manage_committees permission may create committees.

11.1.2 Committee types supported:

(a) Standing committees — permanent (e.g., Executive Committee);

(b) Adhoc committees — temporary, specific purpose;

(c) Task forces — short-term project teams;

(d) Sections — professional specialty groups;

(e) Working groups — cross-functional teams.

11.2 Committee Structure

11.2.1 Each Committee has:

(a) A defined purpose and scope;

(b) A confidentiality level (Public, Internal, Sealed — per Article 12.3);

(c) A roster of assigned members with committee-specific roles (e.g., Chair, Deputy Chair, Member);

(d) A dedicated Document Vault (per Article 12);

(e) A communication thread space (per Article 11.5);

(f) Audit logging covering all committee actions.

11.3 Committee Constraints

11.3.1 Committees:

(a) Are flat — no nested sub-committees within committees;

(b) Belong to a single Organisation only;

(c) Once archived, become immutable (cannot be reactivated or modified);

(d) May be sealed for confidentiality (visibility restricted per Article 12.3).

11.4 Committee Statements

11.4.1 Committees may publish Committee Statements per Article 13.

11.4.2 Authority to publish Committee Statements is restricted to Committee leadership (Chair, Deputy Chair, or equivalent designated leadership), regardless of Governance Role.

11.5 Committee Communications

11.5.1 Each Committee maintains threaded communications for member discussions.

11.5.2 Threads may be:

(a) Created by any member with can_manage_threads permission;

(b) Closed by Committee leadership when resolved;

(c) Archived per the Audit Log.

11.6 Committee Member Departure

11.6.1 When an Affiliated Member departs the Organisation, they are automatically removed from all committees.

11.6.2 Their access to sealed committee documents ceases immediately upon departure.

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ARTICLE 12: DOCUMENT VAULT

12.1 Document Storage

12.1.1 Each Organisation maintains a secure Document Vault for institutional documents, including:

(a) Bylaws, charters, and governance documents;

(b) Committee meeting minutes;

(c) Membership records and directories;

(d) Compliance documentation;

(e) Educational materials;

(f) Historical records.

12.1.2 Storage is provided by the Platform on secure, encrypted infrastructure per Article 18.

12.2 Document Versioning

12.2.1 Documents are stored with version history:

(a) Each upload creates a new version;

(b) Previous versions remain accessible to authorised members;

(c) Each version records: uploader, upload date, change description;

(d) Previous versions are immutable — cannot be altered or deleted.

12.3 Visibility Levels

12.3.1 Each document is assigned one of four visibility levels:

Level	Access	Examples
Public	Any visitor to Organisation profile	Bylaws, public statements, institutional policies
Members	Verified Affiliated Members only	Member directory, internal records
Committee	Committee members only	Working papers, confidential reports
Leadership	Members with specific authority roles	Personnel records, financial reports, disciplinary files

12.3.2 Visibility levels may be changed by Affiliated Members with can_manage_documents permission, but visibility changes are NOT retroactive — past access is logged separately.

12.4 Document Retention

12.4.1 Documents are retained for the duration of the Organisation's active subscription plus any wind-down period under Article 20.

12.4.2 Upon Organisation termination per Article 22:

(a) Public documents may be archived per Article 22.2;

(b) Member-uploaded contributions are subject to a 30-day download window per Article 22.3;

(c) Other documents are deleted unless retention is required by law.

12.5 Document Storage Limits

12.5.1 The Platform may impose reasonable storage limits per Organisation tier; specific limits are published on the Platform.

12.5.2 Free Tier Organisations may have lower storage limits than paid tiers.

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ARTICLE 13: STATEMENTS AND COMMUNICATIONS

13.1 Statement Types

13.1.1 Three types of Organisation publications are governed by this Article:

(a) Official Statements — institutional positions representing the Organisation as a whole;

(b) Committee Statements — positions of a specific Committee;

(c) Member Statements — individual member content attributed to the member, not the Organisation.

13.2 Authority to Publish — Official Statements

13.2.1 Official Statements require Owner approval before publication.

13.2.2 The publication workflow is:

(a) Drafted by an authorised Affiliated Member (any role with can_publish_official_statements permission);

(b) Reviewed and approved by an Owner;

(c) Published with attribution showing the Organisation as author.

13.3 Authority to Publish — Committee Statements

13.3.1 Committee Statements require approval from Committee leadership (Chair, Deputy Chair, or equivalent designated role).

13.3.2 Committee Statements are published with attribution showing the Committee and approving leadership.

13.4 Authority to Publish — Member Statements

13.4.1 Member Statements are self-published by the individual Affiliated Member with their own attribution.

13.4.2 The Organisation does not approve or vouch for Member Statements; they reflect the individual member's views.

13.5 Statement Content Requirements

13.5.1 All Statements must include:

(a) Author or approver identification;

(b) Publication date and timestamp;

(c) Full content;

(d) Format and metadata required by the Posting Function Rulebook (where Statements are also Posts).

13.6 Immutability of Statements

13.6.1 Once published, a Statement is immutable — it cannot be edited or modified.

13.6.2 Where the Organisation wishes to update a Statement:

(a) A new Statement must be published; the new version replaces the original;

(b) The original remains in the historical record but is marked as "Superseded".

13.7 Retraction of Statements

13.7.1 Where the Organisation wishes to retract a Statement (e.g., upon discovery of error):

(a) The Statement is marked as "Retracted";

(b) An explanation is appended;

(c) The original content remains visible (for transparency and historical record);

(d) The Statement is no longer treated as the Organisation's current position.

13.8 Posting Rulebook Integration

13.8.1 Statements that are also Posts on the Platform (e.g., Public Blog publications, news-feed entries) are subject to the Posting Function Rulebook for:

(a) Intellectual property and licensing;

(b) Lifecycle (Draft, Pending, Published, Archived);

(c) Retention and content rules.

13.8.2 This Agreement governs:

(a) The approval workflow per Sections 13.2–13.4;

(b) The authorship and attribution requirements;

(c) The immutability and retraction rules per Sections 13.6–13.7.

13.9 Internal-Visibility-Scope Posts

13.9.1 Organisations may publish Posts with restricted visibility scope (e.g., members-only, committee-only).

13.9.2 Internal-visibility-scope Posts are governed by:

(a) The Posting Function Rulebook for IP and lifecycle;

(b) This Agreement (specifically Article 12 — Visibility Levels) for who can access.

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ARTICLE 14: PUBLIC VERIFICATION SERVICE

14.1 Service Description

14.1.1 The Platform provides a Public Verification Service through which any visitor (authenticated or anonymous) may verify the membership status of an Affiliated Member of the Organisation.

14.2 Search Methods

14.2.1 Verification queries may be made by:

(a) Member name (full or partial);

(b) Member number (where issued);

(c) Member specialisation or practice area.

14.3 Anonymous Public Access

14.3.1 The Public Verification Service is accessible anonymously — no authentication is required to perform verification queries.

14.4 Member Opt-Out

14.4.1 An Affiliated Member may opt out of the Public Verification Service.

14.4.2 When a member has opted out:

(a) Verification queries by name return "no public verification information available" rather than confirming or denying membership;

(b) The member's contribution to the Organisation Rating per Article 19.2 is not affected — opt-out is about public visibility, not internal aggregation;

(c) The Organisation's internal records continue to identify the member as Affiliated.

14.5 Disclosure Policy Configuration

14.5.1 The Organisation, acting through Affiliated Members with can_update_disclosure_policy permission, configures default disclosure of:

(a) Member name in directory and verification results;

(b) Member number;

(c) Membership class;

(d) Good standing status;

(e) Membership duration;

(f) Verification type and scope.

14.5.2 Disclosure policy changes are immutably recorded in the Audit Log.

14.6 Member Privacy Override

14.6.1 Members may override the Organisation's default disclosure on a per-field basis, increasing privacy beyond the Organisation's default but not decreasing it.

14.6.2 Examples: a member may opt out of having their member number publicly displayed even if the Organisation's default policy is to display it.

14.7 Misuse Prevention

14.7.1 The Platform implements rate limiting on verification queries to prevent scraping and bulk extraction.

14.7.2 The Organisation may, in its disclosure policy, additionally restrict:

(a) Maximum result count per query;

(b) Required exact-match for certain searches;

(c) Other reasonable anti-abuse measures.

14.8 Accuracy

14.8.1 Public Verification Service results reflect the Organisation's records at the time of query.

14.8.2 The Organisation is solely responsible for accuracy of verification information per Section 23.4.

14.8.3 A public disclaimer accompanies all verification results: "Verification information reflects records of [Organisation Name] and is provided as-is. Legal Sandbox Georgia LLC makes no warranty regarding accuracy."

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ARTICLE 15: AUDIT LOGS

15.1 Purpose and Scope

15.1.1 Each Organisation maintains an immutable Audit Log recording all administrative actions taken within the Organisation.

15.1.2 Logged events include:

(a) Member applications, acceptances, declines, suspensions, expulsions;

(b) Governance Role assignments and changes;

(c) Committee creation and modification;

(d) Document uploads, version changes, visibility changes, and access events;

(e) Statement publications, supersessions, retractions;

(f) Thread creation, closure;

(g) Good standing flags and clearances;

(h) Disclosure policy changes;

(i) Member data exports;

(j) Coverage Rule modifications.

15.2 Log Entry Format

15.2.1 Each Audit Log entry contains:

(a) Timestamp (date and time of action);

(b) Actor (user ID and name of the person performing the action);

(c) Action type;

(d) Subject (the member, document, committee, etc., affected);

(e) Subject ID;

(f) Metadata and contextual details;

(g) Change details (before/after values for modifications).

15.3 Immutability

15.3.1 Audit Log entries are:

(a) Append-only — new entries are added, existing entries are never modified;

(b) Non-deletable — entries cannot be removed or purged;

(c) Tamper-evident — system tampering is detected and alerted;

(d) Long-term — retained for the period required by Georgian law and applicable regulations.

15.4 Access Permissions

15.4.1 Audit Log access is restricted to:

(a) Owners of the Organisation;

(b) Affiliated Members holding can_manage_audit_log permission.

15.4.2 Affected members may request their own audit trail per Section 15.5.

15.4.3 Platform administrators may access Audit Logs only on legal compulsion (court order, regulatory directive) per Section 15.6.

15.5 Member's Right to Own Audit Trail

15.5.1 An Affiliated Member may request audit entries pertaining to themselves (e.g., decisions about their membership, their disciplinary record, role changes affecting them).

15.5.2 The Organisation must respond to such requests within thirty (30) days by providing the relevant log entries.

15.5.3 This right is consistent with data subject access rights under Georgian Personal Data Protection Law and the Platform's Privacy Policy.

15.6 Platform Access on Legal Compulsion

15.6.1 The Platform shall access an Organisation's Audit Log only:

(a) Pursuant to a court order or legally binding directive from a competent authority;

(b) Where required for compliance with Platform's own legal obligations;

(c) Where investigation of suspected fraud or platform-policy violations independently warrants such access (subject to internal Platform-Admin protocols).

15.6.2 Where lawful, the Platform notifies the Organisation before disclosure per Article 18.5.

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ARTICLE 16: INTELLECTUAL PROPERTY

16.1 Organisation-Authored Content

16.1.1 Content authored by the Organisation (Official Statements, Committee Statements, news-feed posts, blog articles, Document Vault entries published publicly) is the intellectual property of the Organisation.

16.1.2 The Organisation grants the Platform a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable license to:

(a) Display the content on the Platform;

(b) Index, search, and present the content;

(c) Distribute the content to Platform users in accordance with the content's visibility settings;

(d) Create derivative works for the limited purposes of Platform display and operation (e.g., thumbnails, excerpts).

16.1.3 This license is consistent with the Posting Function Rulebook and survives the Organisation's departure from the Platform.

16.2 Member-Authored Content

16.2.1 Where individual Affiliated Members author content (e.g., signed Committee Statements, member contributions to Organisation news-feed):

(a) The member retains intellectual property in their authored content;

(b) The member grants the Organisation a license to display and distribute the content within the Organisation's Platform presence;

(c) The member grants the Platform the standard Posting Rulebook license to display and distribute the content per Section 16.1.2.

16.2.2 Member-authored content remains attributed to the individual member, not the Organisation, except where the Organisation explicitly adopts the content as a Statement per Article 13.

16.3 Organisation Logo, Branding, and Verification Badge

16.3.1 Organisations retain ownership of their logo, branding, and verification badge artwork.

16.3.2 The Organisation grants the Platform:

(a) Display license — to display the logo and badge on Organisation Profile, on member profiles where verification has been issued, and in directory listings;

(b) Limited marketing inclusion license — to include the Organisation's name, logo, and badge in Platform marketing materials about the Organisation, the Platform's institutional partners, or the Organisation's participation in the Platform.

16.3.3 The Platform shall respect the Organisation's branding guidelines where provided in writing.

16.4 Platform's IP

16.4.1 The Platform retains all intellectual property in the Platform's source code, infrastructure, design, user interface, documentation, and any non-Organisation-content created by the Platform.

16.4.2 No license to Platform IP is granted to the Organisation beyond the right to use the Platform per this Agreement.

16.5 Third-Party Content

16.5.1 The Organisation warrants that all content uploaded or published on the Platform:

(a) Is authored by the Organisation, its members (with permission), or licensed third parties;

(b) Does not infringe third-party intellectual property rights;

(c) Does not violate any law, including defamation, privacy, or confidentiality laws.

16.5.2 The Organisation indemnifies the Platform against third-party IP claims per Article 23.

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ARTICLE 17: DATA PROTECTION — TIERED CONTROLLERSHIP

17.1 Tiered Controllership Model

17.1.1 Personal data of Affiliated Members is governed by a Tiered Controllership model:

Platform-Controlled Data:

(a) Account-level identifiers (name, email, login credentials);

(b) Authentication and security data;

(c) Subscription and billing data (for Solo Specialist subscriptions, regardless of Token funding);

(d) Platform-wide audit logs.

Organisation-Controlled Data:

(e) Membership class and status;

(f) Disciplinary records and governance role history;

(g) Internal communications, threads, and committee records;

(h) Document Vault contents;

(i) Organisation-specific Audit Log.

17.1.2 For Platform-Controlled Data, the Platform is the data controller; the Organisation may be a processor where instructed.

17.1.3 For Organisation-Controlled Data, the Organisation is the data controller; the Platform is the processor.

17.2 Joint Categories

17.2.1 Some categories may involve shared processing (e.g., member name displayed in Organisation directory): in such cases, the parties act as joint controllers for the specific shared processing, with each retaining controllership for their respective independent processing.

17.3 Compliance Obligations

17.3.1 Both Parties shall:

(a) Comply with the Georgian Personal Data Protection Law;

(b) Comply with the GDPR where it applies (e.g., for EU members or members residing in the EU);

(c) Implement appropriate technical and organisational measures to protect personal data;

(d) Cooperate with data subject requests;

(e) Cooperate with regulatory authorities.

17.4 Data Processing Agreement

17.4.1 The Data Processing Agreement Terms set forth in Schedule C of this Agreement constitute the binding DPA between the Platform and the Organisation.

17.4.2 Where the Organisation requires a separate, individually negotiated DPA, the Parties may enter into a supplementary written DPA, which shall prevail over Schedule C to the extent of any inconsistency.

17.5 Member Consent

17.5.1 The Organisation must obtain member consent before:

(a) Collecting personal data beyond what is necessary for membership administration;

(b) Sharing member data with third parties (other than the Platform);

(c) Using member data for purposes other than institutional administration and member services.

17.5.2 The Organisation must respect members' privacy preferences, including disclosure opt-outs per Article 14.

17.6 Cross-Border Transfers

17.6.1 Where the Organisation operates in or includes members from jurisdictions outside Georgia, the Organisation is responsible for ensuring lawful basis for any cross-border data transfers.

17.6.2 The Platform processes data in the EU region (Supabase EU) and complies with applicable cross-border transfer requirements as a processor.

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17.X Affiliated Members and Cabinet Cases

17.X.1 Affiliated Members of the Organisation who hold Verified Solo Specialist or Company Specialist status may participate in Cabinet (Litigation) Cases per their individual Specialist capacity, governed by the Cabinet (Litigation) Function Rulebook v1.0.

17.X.2 Cabinet Cases are not Organisation property; they are between the individual Specialist (Member) and the Specialist's Client.

17.X.3 The Organisation does NOT have institutional access to Cabinet Cases handled by its Members in their individual Specialist capacity, even where the Organisation funds the Member's Solo Specialist subscription via Token Economy.

17.X.4 The Organisation's role is membership infrastructure; the Specialist's professional engagement with their Client is independent of Organisation governance.

17.X.5 Any conflict between Organisation Members operating on opposing sides of a Cabinet matter is the individual Specialists' professional ethical responsibility per Bar rules, not an Organisation-level matter.

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ARTICLE 18: CONFIDENTIALITY AND ENCRYPTION

18.1 Confidentiality Levels

18.1.1 The Organisation may designate Document Vault entries and Committee Spaces at confidentiality levels per Articles 11 and 12.

18.2 Encryption

18.2.1 The Platform implements:

(a) Encryption in transit — all data transmitted between user devices and Platform servers is encrypted using industry-standard protocols (TLS or successor);

(b) Encryption at rest — all data stored on Platform infrastructure is encrypted at the storage layer.

18.2.2 The Platform retains the technical capability to access encrypted data for legitimate operational purposes (backup, recovery, security investigations, compliance).

18.3 Standard vs. End-to-End Encryption

18.3.1 The Platform's standard encryption protects against external attackers and unauthorised third parties.

18.3.2 The Platform does NOT offer end-to-end encryption (where the Platform itself cannot decrypt) for Organisation data in v1.0.

18.3.3 Where the Organisation requires end-to-end encryption (e.g., for highly sensitive committee work), this is a feature reserved for future Platform versions or for separately negotiated agreements per Section 17.4.2.

18.4 Confidentiality Obligations

18.4.1 The Platform shall:

(a) Protect Organisation-Controlled Data from unauthorised access;

(b) Limit access to Organisation data to Platform personnel with a need to know;

(c) Maintain industry-standard security practices.

18.5 Court-Compelled Disclosure

18.5.1 Where the Platform receives a court order or legally binding directive compelling disclosure of Organisation data:

(a) The Platform shall notify the Organisation before disclosure where legally permissible (i.e., where no gag order or other legal prohibition applies);

(b) The Platform shall, where possible, give the Organisation a reasonable opportunity to challenge or limit the order through its own counsel;

(c) The Platform shall comply with the order's scope only, and shall not voluntarily disclose data beyond what is compelled.

18.5.2 Where notification is prohibited, the Platform shall notify the Organisation as soon as the prohibition expires.

18.6 Breach Notification

18.6.1 Where the Platform becomes aware of a security breach affecting Organisation-Controlled Data, the Platform shall:

(a) Notify the Organisation Administrator within seventy-two (72) hours of becoming aware;

(b) Provide details of the breach, affected data, and remediation;

(c) Cooperate in any required regulatory notifications.

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ARTICLE 19: CROSS-RULEBOOK INTEGRATION

19.1 Posting Function Rulebook

19.1.1 Organisations participate in Platform posting functions per the Posting Function Rulebook:

(a) Standard integration: Posting Rulebook governs all Organisation Posts;

(b) Posts include news-feed entries, public blog articles, and Statement publications;

(c) IP and license terms per the Posting Rulebook apply.

19.1.2 Internal-visibility-scope Posts are governed by:

(a) Posting Rulebook for IP, lifecycle, and retention;

(b) This Agreement (Article 12 visibility levels) for access control.

19.1.3 Statements are governed by:

(a) Posting Rulebook for IP, license, and retention;

(b) This Agreement (Article 13) for approval workflow, attribution, immutability, and retraction.

19.2 Reviews & Ratings Function Rulebook

19.2.1 Organisations are not directly reviewable on the Platform; users may not submit reviews of an Organisation as they would for a Specialist or Company.

19.2.2 Organisation Rating (Aggregate-Only):

(a) Each Organisation is assigned an aggregate Organisation Rating;

(b) The Rating is calculated as the median of all Affiliated Member Specialists' Overall Service Ratings (per Reviews & Ratings Function Rulebook);

(c) The Rating is displayed on the Organisation Profile only;

(d) The Rating is not displayed on individual member Specialist Profiles (Specialist Profiles continue to display their individual Service Ratings independently).

19.2.3 Members opted out of the Public Verification Service (per Article 14) continue to contribute to the Organisation Rating calculation; opt-out is about public visibility, not rating contribution.

19.2.4 This Article modifies Reviews & Ratings Function Rulebook §1.2.3 to permit the limited aggregate Organisation Rating; Organisations remain non-reviewable in the direct-review sense.

19.3 Inquiries & Messaging Function Rulebook

19.3.1 Organisations do not receive Inquiries directly from Clients on the Platform.

19.3.2 Affiliated Member Specialists receive Inquiries directly per the Inquiries & Messaging Function Rulebook; Organisation membership does not affect Inquiry routing in v1.0.

19.3.3 Inquiry routing through Organisations (e.g., collective inquiry distribution) is reserved for Phase 2 Platform development.

19.4 Subscriptions & Billing Function Rulebook

19.4.1 This Agreement governs Organisation subscriptions (Article 5) and Token-funded Coverage Rules (Article 6).

19.4.2 Subscriptions Rulebook governs the member-side mechanics of Solo Specialist subscriptions, including:

(a) Card on File requirement;

(b) Past Due grace periods and feature degradation;

(c) Renewal proration on member tier changes;

(d) Member-side notifications.

19.4.3 This Agreement governs the Organisation-side mechanics of Token allocation, including:

(a) Token issuance and expiry;

(b) Coverage Rule configuration;

(c) Pool depletion handling;

(d) Organisation-Administrator notifications.

19.4.4 Conflict resolution: Where a question concerns mechanics applicable to a member's Solo Specialist subscription, the Subscriptions Rulebook prevails. Where a question concerns Token allocation or Organisation subscription mechanics, this Agreement prevails.

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ARTICLE 20: VOLUNTARY TERMINATION

20.1 Right to Terminate

20.1.1 The Organisation may voluntarily terminate its subscription at any time.

20.2 Cancel-at-Period-End

20.2.1 Cancellation takes effect at the end of the current billing cycle.

20.2.2 The Organisation remains liable for the full month's fee for the cycle in which cancellation is requested.

20.2.3 Until the end of the current billing cycle, the Organisation continues to operate at full feature-set under its existing subscription tier.

20.3 30-Day Post-Cycle Wind-Down

20.3.1 Following the end of the final billing cycle, the Organisation enters a thirty (30) day read-only wind-down period.

20.3.2 During wind-down:

(a) The Organisation Profile remains visible but is flagged as "Organisation Departing";

(b) Member badges remain visible but flagged as "Organisation Departing";

(c) No new actions may be taken: no new Statements, Posts, member additions, document uploads, governance role changes, or disciplinary findings;

(d) Existing operations continue: members can log in, view content, and interact with already-published material;

(e) Affiliated Members may download Organisation-attributed content they have authored;

(f) Affiliated Members may export their own audit trail per Article 15.5.

20.3.3 During wind-down, no monthly fee is charged; no new Tokens are issued.

20.3.4 The Organisation may revoke voluntary termination at any point during the wind-down by re-activating its subscription, subject to the Platform's confirmation.

20.4 End of Wind-Down — Final Termination

20.4.1 At the end of the 30-day wind-down period, the Organisation undergoes final termination per Article 22.

20.5 Token Forfeiture

20.5.1 Upon voluntary termination:

(a) Unredeemed Tokens forfeit immediately at the start of the wind-down period;

(b) Member subscriptions already activated using Tokens continue to the end of their paid Solo Specialist subscription period;

(c) Thereafter, the affected members may continue independently as Solo Specialists by paying the standard subscription fee, or may revert to Freemium per the Subscriptions Rulebook.

20.6 No Refund

20.6.1 No portion of fees paid in respect of the final billing cycle or unredeemed Tokens shall be refunded upon voluntary termination.

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ARTICLE 21: TERMINATION BY PLATFORM FOR CAUSE

21.1 Grounds for Termination

21.1.1 The Platform may terminate an Organisation's subscription and Profile for any of the following grounds:

(a) Failure to maintain the Institutional Qualifier per Article 2;

(b) Fraud or misrepresentation in onboarding documentation or ongoing representations;

(c) Material breach of this Agreement, the Platform's master Terms and Conditions, or any Function Rulebook;

(d) Repeated abuse of disciplinary authority, including discriminatory expulsions or systematic violations of Article 10 minimum due process;

(e) Non-payment of fees after the grace period (Medium and Large tiers);

(f) Court order or regulatory directive requiring termination;

(g) Material harm to Platform reputation caused by Organisation conduct;

(h) Repeated chargebacks initiated by the Organisation through its issuing bank, parallel to Subscriptions Rulebook §18;

(i) Violation of applicable Georgian or international law in connection with Platform use;

(j) Failure to resolve administrative hold (Section 8.3.4) within ninety (90) days;

(k) Other material grounds as determined by the Platform in its reasonable discretion.

21.2 Notice — Tiered

21.2.1 Notice required before termination depends on the severity of grounds:

Immediate Termination (no advance notice required):

(a) Court order or regulatory directive (Section 21.1.1(f));

(b) Demonstrated fraud (Section 21.1.1(b));

(c) Other severe violations imminently threatening Platform users or the Platform itself.

30-Day Advance Notice:

(a) Material breach (Section 21.1.1(c));

(b) Repeated abuse of disciplinary authority (Section 21.1.1(d));

(c) Material harm to Platform reputation (Section 21.1.1(g));

(d) Failure to maintain Institutional Qualifier where curable (Section 21.1.1(a)).

21.3 Cure Period

21.3.1 Where the ground for termination is curable, the Platform shall provide a thirty (30) day cure period during which the Organisation may rectify the breach.

21.3.2 Examples of curable grounds:

(a) Late payment;

(b) Lapsed Institutional Qualifier (e.g., expired NAPR registration to be renewed);

(c) Specific conduct violations subject to remediation.

21.3.3 Examples of non-curable grounds:

(a) Fraud at onboarding;

(b) Court-ordered termination;

(c) Demonstrated systematic abuse where no remediation is feasible.

21.4 Notification Format

21.4.1 Termination notice shall be provided in writing to:

(a) The Organisation Administrator's email on record;

(b) The Organisation's official email address on record;

(c) In-Platform notification.

21.4.2 Notice shall specify:

(a) The grounds for termination;

(b) The cure period (if applicable);

(c) The effective date of termination;

(d) Available appeal mechanisms.

21.5 Appeal

21.5.1 Within fourteen (14) days of receipt of termination notice, the Organisation may submit a written appeal to the Platform.

21.5.2 The appeal must specify:

(a) Disputed factual findings;

(b) Cure measures taken or proposed;

(c) Supporting documentation.

21.5.3 The Platform shall consider the appeal in good faith and respond within fourteen (14) days. The Platform's decision on appeal is final under this Agreement.

21.6 Voluntary vs. For-Cause Termination Distinction

21.6.1 Termination by the Platform for cause does NOT trigger the 30-day wind-down per Article 20.3; instead, termination consequences per Article 22 apply directly.

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ARTICLE 22: TERMINATION CONSEQUENCES

22.1 Immediate Effects

22.1.1 Upon final termination of an Organisation (whether voluntary at end of wind-down or for-cause):

(a) The Organisation Profile transitions to a Terminated state;

(b) Public-facing operations cease;

(c) Member badges associated with the Organisation are immediately revoked from member profiles;

(d) Coverage Rules cease to apply; no further Tokens are issued or redeemed;

(e) New publications, member additions, and governance changes are blocked.

22.2 Content Treatment

22.2.1 Organisation-published content (Statements, news-feed entries, blog articles):

(a) Is archived but visible as a historical record;

(b) Is flagged as "Published by [Organisation Name] — Organisation no longer active";

(c) Remains accessible at its original URL for the public archive.

22.3 Document Vault — Member Download Window

22.3.1 Affiliated Members are given a 30-day download window during which they may download:

(a) Documents they personally uploaded to the Organisation Document Vault;

(b) Documents on which they are credited as authors;

(c) Their own member-attributed Statements.

22.3.2 After the 30-day window:

(a) Member-uploaded contributions are deleted from the Document Vault unless retention is required by law;

(b) Documents authored by the Organisation as a whole (Bylaws, official records) may be retained at Platform discretion for institutional history.

22.4 Member Subscriptions

22.4.1 Member Solo Specialist subscriptions activated using Tokens before termination:

(a) Continue to the end of their paid subscription period;

(b) After the paid period, the affected members may continue independently as Solo Specialists by paying standard fees, or revert to Freemium per Subscriptions Rulebook.

22.4.2 Card on File charges to members continue independently of Organisation termination.

22.5 Audit Log Preservation

22.5.1 The Audit Log is preserved by the Platform for the period required by Georgian law and applicable regulations, even after Organisation termination.

22.5.2 Audit Log access post-termination is restricted to:

(a) Platform administrators;

(b) Court order or regulatory request.

22.6 No Refund

22.6.1 No refund of fees paid before termination shall be issued, except in the limited Platform-error scenarios per Subscriptions Rulebook §16.2 (where applicable to Organisation subscriptions).

22.7 Re-Application

22.7.1 A terminated Organisation may apply for re-registration after a cooling-off period determined by the Platform based on the grounds for termination:

(a) Voluntary termination: No cooling-off period; may re-apply immediately;

(b) Termination for non-payment or curable breach: 30-day cooling-off period;

(c) Termination for fraud or severe breach: Indefinite ban absent compelling new circumstances.

22.8 Disciplinary Publication Removal

22.8.1 Removal of disciplinary findings published by the Organisation is governed by a jurisdictional model:

(a) From Organisation surfaces (Organisation profile, Organisation news-feed, Statement archive): the Organisation has discretion to retain or remove; the Platform does not intervene;

(b) From Platform surfaces (badges displayed on Specialist profiles, Platform-wide search results, Platform directory): the Platform has discretion to retain or remove based on its own policies.

22.8.2 Counter-notice mechanism (two-track):

(a) A member alleging wrongful disciplinary publication may submit a removal request to the Organisation, the Platform, or both;

(b) Each party handles its own surfaces independently;

(c) The Organisation and Platform are not obligated to coordinate removal decisions.

22.8.3 Court-ordered removal:

(a) A court order binds the named party only;

(b) If the order names the Platform, the Platform complies for Platform surfaces;

(c) If the order names the Organisation, the Organisation complies for Organisation surfaces;

(d) The Platform does not act on the Organisation's behalf, and vice versa.

22.8.4 Voluntary Organisation reversal:

(a) Where the Organisation itself reverses a disciplinary finding (e.g., appeal upheld, finding rescinded), the Platform shall automatically remove the finding from Platform surfaces;

(b) The Organisation may continue to display the reversal notice on Organisation surfaces.

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ARTICLE 23: LIABILITY AND INDEMNIFICATION

23.1 Platform Disclaimers

23.1.1 The Platform provides Organisation infrastructure on an "as-is, as-available" basis.

23.1.2 The Platform makes no representation or warranty regarding:

(a) The accuracy, fairness, or merit of any decision, classification, statement, or finding made by the Organisation;

(b) The accuracy of member verification information displayed via the Public Verification Service;

(c) The legitimacy or reliability of any Organisation as an institutional actor;

(d) The conduct of Affiliated Members in their interactions with the Organisation, the Platform, or each other.

23.1.3 The Platform's role is that of a limited gatekeeper per Article 2.3.

23.2 Organisation's Liability for Its Own Conduct

23.2.1 The Organisation is solely responsible for:

(a) The accuracy of all information it provides to the Platform and to its members;

(b) The accuracy and consequences of any verification badges issued to its members;

(c) The fairness and legality of disciplinary decisions;

(d) Compliance with its own bylaws and applicable laws;

(e) The conduct of its Owners, Administrators, Officers, Coordinators, Observers, and other Affiliated Members in their roles within the Organisation;

(f) The handling of personal data of members per Article 17.

23.3 Indemnification

23.3.1 The Organisation shall defend, indemnify, and hold harmless the Platform, its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

(a) Member disputes about discipline, classification, or governance;

(b) Defamation arising from Organisation publications (Statements, news-feed posts, disciplinary findings);

(c) Misuse of verification badges issued or displayed by the Organisation;

(d) Member data privacy complaints where the Organisation is the data controller;

(e) Regulatory issues with the Organisation's internal operations;

(f) Tax obligations of the Organisation;

(g) Third-party intellectual property claims about Organisation content;

(h) Discriminatory practices by the Organisation in membership, discipline, or governance;

(i) Breach of this Agreement or applicable law by the Organisation.

23.4 Verification Badge Public Disclaimer

23.4.1 All Organisation-issued verification badges displayed on the Platform are accompanied by a public disclaimer indicating that:

(a) The verification information reflects records of the issuing Organisation;

(b) The Platform makes no warranty regarding badge accuracy;

(c) Reliance on the badge is at the user's own risk.

23.5 Platform's Limit of Liability

23.5.1 To the maximum extent permitted by Georgian law, the Platform's aggregate liability to the Organisation for any and all claims arising under or relating to this Agreement, regardless of theory of liability, is limited to the total fees paid by the Organisation to the Platform during the twelve (12) months preceding the event giving rise to the claim.

23.5.2 This limitation does not apply to:

(a) The Platform's own gross negligence or wilful misconduct;

(b) Liabilities that cannot be limited under applicable law.

23.6 Platform Liability

23.6.1 Subject to Section 23.5, the Platform is liable for:

(a) Service availability and uptime — subject to commercially reasonable efforts and the standard of care expected of a SaaS platform; not subject to absolute uptime guarantees absent a separately negotiated Service Level Agreement;

(b) Data security at the Platform layer — protection from external attackers and unauthorised third parties;

(c) Compliance with the Platform's own Privacy Policy;

(d) Accurate processing of payments for Medium and Large tier subscriptions, including correct application of Token redemption per Article 6.

23.6.2 The Platform is NOT liable for:

(a) Loss of business opportunities arising from Organisation termination or account suspension;

(b) Foreign exchange losses incurred by Organisations paying from non-GEL accounts;

(c) Bank-side processing fees;

(d) Organisation tax obligations;

(e) Member conduct or member-versus-Organisation disputes;

(f) Accuracy of member verification information.

23.7 Insurance

23.7.1 Organisations are encouraged to maintain appropriate institutional insurance covering professional liability, errors and omissions, and cyber-liability, particularly where the Organisation publishes disciplinary findings, issues verification badges, or stores member personal data.

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ARTICLE 24: FOUNDING PARTNER PROGRAMME

24.1 Platform Discretion

24.1.1 The Platform may, at its sole discretion, offer Founding Partner status to selected Organisations.

24.2 Negotiated Terms

24.2.1 Founding Partner terms are negotiated individually and may include:

(a) Preferential Token rates;

(b) Bespoke partnership arrangements;

(c) Co-marketing or institutional partnership benefits;

(d) Modified subscription pricing;

(e) Other terms reflecting the strategic value of the partnership.

24.3 Non-Precedent-Setting

24.3.1 Founding Partner allocations are issued by individual contract and are non-precedent-setting.

24.3.2 No Founding Partner relationship creates an entitlement for any other Organisation to receive equivalent terms.

24.4 No Obligation to Consider Applications

24.4.1 Nothing in this Article creates an obligation on the Platform to:

(a) Consider any application for Founding Partner status;

(b) Accept any application;

(c) Justify any decision regarding Founding Partner selection.

24.5 Programme Modification or Termination

24.5.1 The Platform reserves the right to extend, modify, suspend, or close the Founding Partner Programme at any time without notice.

24.5.2 Existing Founding Partner contracts continue per their individually negotiated terms; programme changes do not retroactively affect existing contracts unless the contracts so provide.

24.6 Confidentiality

24.6.1 Founding Partner terms are confidential between the Platform and the relevant Organisation, save where disclosure is required by law or where both parties consent.

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ARTICLE 25: AMENDMENTS AND RE-CONSENT

25.1 Right to Amend

25.1.1 The Platform reserves the right to amend this Agreement, the Function Rulebooks, and any pricing, rates, or terms herein.

25.2 Notice Period

25.2.1 All amendments are subject to a sixty (60) day advance notice period to active Organisation Administrators.

25.2.2 Notice shall be provided through:

(a) In-Platform notification;

(b) Email to Organisation Administrator on record;

(c) Email to Organisation's official email address.

25.3 Effective Date of Amendments

25.3.1 Amendments take effect at the start of the billing cycle following expiry of the 60-day notice period.

25.4 Re-Consent — Hybrid Model

25.4.1 Re-consent requirements depend on materiality:

Material Amendments (require affirmative re-consent):

(a) Changes to subscription tier fees;

(b) Changes to Token conversion rates;

(c) Changes to refund or termination provisions adverse to the Organisation;

(d) Changes to liability allocation or indemnification scope adverse to the Organisation;

(e) Changes to member discipline due process requirements;

(f) Other changes materially adverse to the Organisation's rights or obligations.

Non-Material Amendments (continued use = acceptance):

(g) Clarifications, corrections, or formatting changes;

(h) Changes to operational procedures with no substantive effect on rights;

(i) Updates to incorporated Function Rulebooks where the change is non-material to the Organisation's interests.

25.5 Right to Terminate Without Penalty

25.5.1 An Organisation that does not wish to accept any amendment (whether material or non-material) may terminate this Agreement without penalty before the amendment takes effect.

25.5.2 Termination under this provision:

(a) Is treated as voluntary termination per Article 20;

(b) Triggers the 30-day wind-down per Article 20.3;

(c) Avoids any liability beyond the current billing cycle's fees.

25.6 Continued Use

25.6.1 Continued use of the Platform after the effective date of an amendment, where re-consent is not required, constitutes acceptance.

25.7 Material Amendments and Re-Consent UI

25.7.1 The Platform shall present a re-consent prompt to Organisation Administrators at the next login or interaction following the effective date of a material amendment.

25.7.2 Failure to re-consent within thirty (30) days of the effective date results in:

(a) Suspension of administrative access pending re-consent;

(b) Continued passive operations (members can log in, content remains visible);

(c) After ninety (90) days of suspension without re-consent, treatment as voluntary termination.

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ARTICLE 26: GOVERNING LAW AND DISPUTE RESOLUTION

26.1 Governing Law

26.1.1 This Agreement is governed by the laws of Georgia.

26.2 Forum

26.2.1 Any dispute arising out of or relating to this Agreement that cannot be resolved through Platform mechanisms shall be subject to the exclusive jurisdiction of the courts of Tbilisi, Georgia.

26.3 Member Disputes — Internal First

26.3.1 Member disputes with Organisations are handled by:

(a) Organisation internal dispute resolution first, including any internal appeal mechanisms per Article 10;

(b) Platform adjudication only for procedural compliance review per Article 10.5 or for platform-misuse claims;

(c) Members retain rights to external legal recourse, including civil action.

26.4 Language

26.4.1 This Agreement is published in English, Georgian, and Russian.

26.4.2 In the event of any conflict between language versions, the Georgian version prevails.

26.5 Communications

26.5.1 Formal communications under this Agreement (notices, demands, appeals) must be in writing and sent to:

(a) The Platform: at its official notice address published on the Platform;

(b) The Organisation: at its registered Organisation Administrator email address.

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ARTICLE 27: SEVERABILITY AND ENTIRE AGREEMENT

27.1 Severability

27.1.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the provision shall be modified to the minimum extent necessary to make it valid; if such modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.

27.2 Entire Agreement

27.2.1 This Agreement, together with:

(a) The master Terms and Conditions;

(b) Privacy Policy and Cookie Policy;

(c) Subscriptions & Billing Function Rulebook;

(d) Posting Function Rulebook;

(e) Reviews & Ratings Function Rulebook;

(f) Inquiries & Messaging Function Rulebook;

(g) Schedule A, Schedule B, Schedule C, Schedule D;

constitutes the entire agreement between the Platform and the Organisation regarding the Organisation's use of the Platform, superseding all prior or contemporaneous agreements, representations, and understandings.

27.3 No Waiver

27.3.1 The Platform's failure to enforce any provision of this Agreement shall not constitute a waiver. Any waiver must be in writing to be effective.

27.4 Survival

27.4.1 Provisions concerning intellectual property licenses (Article 16), liability (Article 23), audit log preservation (Article 22.5), data protection (Article 17), and dispute resolution (Article 26) survive termination of this Agreement.

27.5 Assignment

27.5.1 The Organisation may not assign this Agreement without the Platform's prior written consent.

27.5.2 The Platform may assign this Agreement in connection with a merger, acquisition, sale of assets, or corporate reorganisation, with notice to the Organisation.

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ARTICLE 28: VERSION HISTORY

Version	Date	Author	Description
1.0	13 May 2026	Legal Sandbox Georgia LLC	Initial publication

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SCHEDULE B: SUBSCRIPTION AND TOKEN PARAMETERS QUICK REFERENCE

Parameter	Free	Medium	Large
Monthly fee (GEL, ex VAT)	0	1,000	3,000
Tokens issued/month	0	2,000	9,000
Token conversion (% of fee in Tokens)	—	200%	300%
Top-up Tokens permitted?	❌	✅	✅
Top-up rate	—	1 GEL = 1.25 Tokens	1 GEL = 1.25 Tokens
Profile (post-Verification)	✅	✅	✅
Member roster	✅	✅	✅
Basic directory listing	✅	✅	✅
Enhanced directory placement	❌	✅	✅
Institutional branding	❌	✅	✅
Priority placement	❌	❌	✅
Advanced analytics	❌	❌	✅
Dedicated administrative support	❌	❌	✅

Token Lifecycle	Value
Issuance schedule	Monthly upon payment
Token expiry	30 days per tranche
Rollover	None (forfeit)
Token =	1 GEL of subscription value
Token redemption	Solo Specialist subscriptions of Affiliated Members
Card on File on member side	Always required, regardless of Token coverage

Lifecycle	Value
Voluntary termination	Cancel-at-period-end
Wind-down period	30 days (post-cycle)
Token forfeiture on termination	Immediate (start of wind-down)
Member subscription continuation	To end of paid period
Re-application after voluntary termination	No cooling-off
Re-application after non-payment	30-day cooling-off
Re-application after fraud	Indefinite ban

Amendments	Value
Notice period (all amendments)	60 days
Re-consent (material)	Affirmative
Re-consent (non-material)	Continued use
Right to terminate without penalty	Yes (all amendments)

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SCHEDULE C: DATA PROCESSING AGREEMENT TERMS

This Schedule C constitutes the binding Data Processing Agreement ("DPA") between the Platform (as data controller for Platform-Controlled Data and as data processor for Organisation-Controlled Data) and the Organisation (as data controller for Organisation-Controlled Data).

C.1 Subject Matter and Duration

C.1.1 This DPA governs the Platform's processing of personal data of Affiliated Members and other relevant data subjects in connection with the Organisation's use of the Platform.

C.1.2 The DPA is in effect for the duration of this Agreement and survives termination per Article 27.4.

C.2 Categories of Data Subjects

C.2.1 Data subjects include:

(a) Affiliated Members of the Organisation (natural persons);

(b) Founders, Owners, Administrators, Officers, Coordinators, Observers (where natural persons);

(c) Other persons whose personal data the Organisation introduces into the Platform.

C.3 Categories of Personal Data

C.3.1 Personal data processed includes:

(a) Identification data (names, ID numbers, member numbers);

(b) Contact data (email, phone, addresses);

(c) Professional credentials and qualifications;

(d) Membership status and history;

(e) Disciplinary records;

(f) Internal communications;

(g) Behavioral data (logins, access events).

C.4 Processor Obligations (Platform)

C.4.1 The Platform, acting as processor for Organisation-Controlled Data, shall:

(a) Process personal data only on documented instructions from the Organisation;

(b) Ensure personnel processing data are bound by confidentiality;

(c) Implement appropriate technical and organisational measures to ensure security per Article 18;

(d) Engage sub-processors only with the Organisation's prior consent (general or specific);

(e) Assist the Organisation with data subject requests where reasonable;

(f) Notify the Organisation of any personal data breach within 72 hours per Article 18.6;

(g) Make available to the Organisation information necessary to demonstrate compliance with this DPA;

(h) Allow audits by the Organisation, including inspections, conducted by the Organisation or another auditor mandated by the Organisation, subject to commercially reasonable conditions.

C.5 Controller Obligations (Organisation)

C.5.1 The Organisation, acting as controller for Organisation-Controlled Data:

(a) Has the lawful basis (consent, contract, legitimate interest, legal obligation) for processing;

(b) Provides clear privacy notices to data subjects;

(c) Honors data subject rights (access, rectification, erasure, restriction, portability, objection);

(d) Maintains records of processing activities;

(e) Does not instruct the Platform to act inconsistently with applicable law.

C.6 Sub-Processors

C.6.1 The Platform's sub-processors are listed in the Platform's Privacy Policy, including:

(a) Hosting providers (e.g., Supabase EU);

(b) Payment processors (Bank of Georgia);

(c) Analytics providers (where applicable).

C.6.2 The Organisation provides general consent to sub-processors listed in the Privacy Policy. The Platform shall notify the Organisation of new sub-processors with at least 30 days' advance notice; the Organisation may object on reasonable grounds.

C.7 International Transfers

C.7.1 The Platform processes data primarily in the EU region (Supabase EU).

C.7.2 Transfers outside the EU/EEA, where required, shall be conducted with appropriate safeguards (Standard Contractual Clauses or equivalent).

C.8 Return or Deletion at End of Processing

C.8.1 Upon termination of this Agreement, the Platform shall:

(a) Return Organisation-Controlled Data to the Organisation upon request;

(b) Or delete the data, subject to legal retention obligations.

C.8.2 The 30-day download window per Article 22.3 applies for member-facing access.

C.9 Liability

C.9.1 Each Party is liable for its own violations of applicable data protection law.

C.9.2 Where joint liability arises, internal allocation between the Parties shall reflect respective fault.

C.9.3 The general liability cap in Article 23.5 applies subject to mandatory data protection law that may not be limited.

C.10 Conflict with Other Provisions

C.10.1 Where a provision of this Schedule conflicts with another provision of this Agreement on data protection matters, this Schedule prevails.

C.10.2 Where a separately negotiated DPA is in effect per Article 17.4.2, that DPA prevails over this Schedule.

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SCHEDULE D: DEFAULT GOVERNANCE ROLES AND PERMISSION MATRIX

Permission Category	Owner	Administrator	Officer	Coordinator	Observer
1. can_accept_members	✅	✅	✅	❌	❌
2. can_invite_members	✅	✅	✅	❌	❌
3. can_change_membership_class	✅	✅	❌	❌	❌
4. can_issue_disciplinary_outcomes	✅	✅	❌	❌	❌
5. can_manage_governance_roles	✅	✅	❌	❌	❌
6. can_manage_committees	✅	✅	✅	✅	❌
7. can_manage_documents	✅	✅	✅	✅	❌
8. can_publish_official_statements	✅	✅	❌	❌	❌
9. can_publish_committee_statements	✅	✅	✅	❌	❌
10. can_manage_threads	✅	✅	✅	✅	❌
11. can_manage_audit_log	✅	✅	❌	❌	❌
12. can_export_member_data	✅	✅	❌	❌	❌
13. can_transfer_ownership	✅	❌	❌	❌	❌
14. can_update_disclosure_policy	✅	✅	❌	❌	❌

Notes:

• Custom roles may be created by combining permissions.
• All permissions are subject to the at-least-one-Owner constraint per Section 7.5.1(a) and the no-authority-exceeding-assigner constraint per Section 7.5.1(b).
• Observer role exists for read-only audit, regulatory observers, or advisory members.

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END OF AGREEMENT