This COMMUNITY EDITION AGREEMENT (the “Agreement”) is entered into by and between Reciprocity, Inc., a Delaware corporation (“Reciprocity”) and the person clicking to accept this Agreement or the entity that the person clicking to accept represents (“Customer”). Reciprocity is the owner and operator of a free version of its governance, risk management, and compliance solution that includes: a platform, applications, API(s), and an online, hosted dashboard (“Service”). Use of the Service is governed by this Agreement. READ THIS AGREEMENT CAREFULLY, IT IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND RECIPROCITY. BY CLICKING THE “ACCEPT” BUTTON OR OTHER BUTTON OR CHECK-BOX WITH SIMILAR WORDS OF ACCEPTANCE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT THEN DO NOT ACCEPT THEM AND DO NOT REPRESENT YOURSELF AS A USER OF THE SERVICE. In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

  1. The Service.

    1. Service Description. Subject to Customer’s compliance with the terms of this Agreement Reciprocity (a) will provide Customer and contractors working for the benefit of Customer (“Users”) with access to and use of the Service, and (b) grants Customer a worldwide, non-transferrable (except as otherwise permitted herein), non-sublicensable, limited, royalty-free license to copy and use Reciprocity’s technical documentation regarding the Service that is generally published to Reciprocity’s customers (“Documentation”), in each case solely during the Term for the internal business purposes of Customer. The Service may also include questionnaire templates, compliance frameworks, help documents, and other documents or information that can assist Customer in managing its governance, risk management, and compliance (“Seed Data”).
    2. Users. Customer is responsible for its Users’ use of the Service. The Service contains customizable settings allowing each User to give permission to other Users to perform various tasks within the Service (“Permissions”). It is solely Customer’s responsibility to set and manage all Permissions, including which Users have the ability to set such Permissions. Customer may, at its option, allow Affiliates (defined below) and their employees and contractors working for the benefit of such Affiliate to access and use the Services for evaluation purposes, in which case all rights granted, and obligations incurred, under this Agreement will also inure to the benefit of such Affiliates. Customer represents and warrants that it is fully responsible for any breach of this Agreement by its Affiliates and that Customer has the power to negotiate this Agreement on behalf of its Affiliates. Any claim by an Affiliate against Reciprocity will be brought by Customer and not the Affiliate. For the purposes of this Agreement “Affiliate” will mean of a party will mean an entity directly or indirectly controlling, controlled by or under common control with that party (where “control” means the ownership or control, directly or indirectly, of more than fifty percent (50%) of all of the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority.
    3. Access Credentials. Customer will be responsible for the secure maintenance of access credentials to the Service. Customer will use reasonable efforts to prevent any unauthorized use of the Service and immediately notify Reciprocity in writing of any unauthorized use that comes to Customer’s attention. Customer is responsible for all use of the Service that occurs through its access credentials.
    4. Reports. As part of its use of the Service, Customer may provide information, data and other content through the Service (“Customer Data”). Customer may use the Service to generate reports that include Customer Data (“Reports”). Customer owns and will continue to own all right, title, and interest in and to any Customer Data that may be contained in the Reports. The templates used for, Seed Data within, and layout of such Reports is and will continue to be part of the Service and owned by Reciprocity as further described below. Reciprocity hereby grants Customer a worldwide, non-exclusive, non-transferable (except as otherwise permitted herein), non-sublicensable license Agreement to access, use and download copies of the Reports for Customer’s internal business purposes only.
    5. Use Restrictions. Customer will comply with any use or seat limitations imposed on Customer’s use of the Service by Reciprocity. Customer also agrees that it will not and will not allow third parties or Users of the Service to directly or indirectly (a) modify, translate, copy or create derivative works based on the Service, (b) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Service, except as and only to the extent this restriction is prohibited by law, (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, (d) remove or obscure any copyright, trademark or other proprietary notices, legends or Reciprocity-branding contained in or on the Service, (e) test, evaluate, or otherwise use the Service with any products competitive with the products of Reciprocity; (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, or (g) use or access the Service to build or support and/or assist a third party in building or supporting products or Service competitive to the Service, or (h) use the Service in violation of applicable law.
  2. Fees. Customer may access and use the Service free of charge during the Term (as defined below).
  3. Term and Termination. The term of this Agreement will commence on the date accepted by Customer and continue for as long as Customer is permitted to use the Service unless earlier terminated by either party in accordance with this Agreement (“Term”). Either party may terminate this Agreement for any reason upon written notice to the other party. Upon termination or expiration of this Agreement, (i) any access rights or licenses granted by Reciprocity hereunder will immediately terminate; and (ii) Customer will stop using and accessing the Service, and (iii) each party will either return or destroy the other party’s Confidential Information. Any terms that by their nature should survive termination of this Agreement shall survive.
  4. Intellectual Property Rights.

    1. Customer Data. Customer hereby grants Reciprocity a non-exclusive, worldwide, perpetual, royalty-free, fully paid-up right and license to use, reproduce, create derivative works of, and display the Customer Data solely for the purpose of providing the Service to Customer. Except as provided for herein, Customer retains all right, title, and interest in and to the Customer Data, including any Customer Data incorporated into Reports.
    2. Reciprocity’s Rights in the Service. Reciprocity owns all right, title and interest in and to the Service (including Seed Data) and the Documentation, including all updates, upgrades, bug fixes, changes, patches, or other modifications to the foregoing or derivative works of the foregoing including all related intellectual property rights therein. No rights are granted to Customer hereunder other than as expressly stated in this Agreement. For the avoidance of doubt, Customer has no right to receive a copy of the software underlying the Service.
    3. Aggregated Usage Data. Reciprocity may collect aggregated, anonymized data resulting from Customer’s use of the Service (e.g. (“Aggregated Usage Data”). Reciprocity does not collect and will never disclose personal, identifying information of the Customer or its Users as part of its collection and use of the Aggregated Usage Data. Reciprocity will retain all right, title and interest in and to the Aggregated Usage Data.
    4. Feedback. Customer may from time to time provide suggestions, comments or other feedback specifically with respect to the Service (“Feedback”). Reciprocity may want to incorporate Feedback into its Service and this clause provides Reciprocity with the necessary rights to do so. Customer hereby grants Reciprocity and its assigns a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicensable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display and otherwise distribute and exploit any Feedback without obligation or restriction, except that Reciprocity will not identify Customer as the provider of such Feedback.
  5. Warranty Disclaimer. RECIPROCITY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (EXPRESS, IMPLIED, ARISING BY LAW OR OTHERWISE) REGARDING THE SERVICE AND ANY OTHER SERVICES PROVIDED HEREUNDER AND ITS PERFORMANCE OR SUITABILITY FOR CUSTOMER’S INTENDED USE, INCLUDING ANY REPRESENTATIONS OR WARRANTIES REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE SERVICE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITH ALL FAULTS, DEFECTS AND ERRORS. FOR THE AVOIDANCE OF DOUBT, RECIPROCITY MAKES NO WARRANTY, GUARANTY, COMMITMENT OR OTHER OBLIGATION RELATED TO THE RESULTS OF THE SERVICES AND CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE AND RELIANCE ON ANY REPORTS OR OTHER RESULTS.
  6. Limitation of Liability RECIPROCITY WILL NOT BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) DAMAGES BASED ON LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA OR BREACHES IN SYSTEM SECURITY, AND (C) ANY DAMAGES THAT, IN THE AGGREGATE, EXCEED $500. THESE LIMITATIONS WILL APPLY WHETHER OR NOT RECIPROCITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  7. Confidentiality. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Reciprocity includes the Service. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.
  8. Data Security. Reciprocity has established and implemented an industry standard information security program regarding the protection of Customer Data, including administrative, technical and physical security processes. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or its Users). Notwithstanding the foregoing, Customer is responsible for maintaining appropriate security, protection and backup of its hardware, software, systems, information, and Customer Data. As Reciprocity has no access to Customer’s systems, Reciprocity is not responsible for any unauthorized access to, alteration of, or the deletion, destruction, or loss of, or damage to, or failure to store or encrypt, any hardware, software, systems, information, or Customer Data on such systems.
  9. General Terms. The Service may allow Customer to use the Service with third party products, services, materials, or information, or links thereto that are not owned or controlled by Reciprocity (“Third Party Applications”) (e.g. Slack). As Reciprocity does not own or operate such Third Party Applications, the providers of such Third Party Materials may require Customer to enter into separate agreements in order to use their products or services. If Customer or any User accesses any third party website or service, it does so at its own risk, and Customer acknowledges and agrees that this Agreement does not apply to Customer or any User’s use of such Third Party Applications. The parties are independent contractors. Except as otherwise expressly stated herein there are no third-party beneficiaries to this Agreement. Notices under this Agreement will be provided as follows: (a) all notices regarding the Service will be sent by email, (b) notices to us must be sent to [email protected]; and (c) all legal notices to Customer will be sent to the email provided through the Service. Notices will be deemed to have been duly given (a) the business day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Service. Reciprocity may update this Agreement at any time upon prior, written notice to Customer; Customer will accept such updated terms either by clicking to accept or continuing to use the Service. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect. Neither party will assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Any purported assignment in violation of this section is void. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement or its formation, interpretation or enforcement, including any appeal of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.