Reciprocity, Inc. and/or its subsidiaries or corporate affiliates (“Reciprocity”) is the owner and provider of certain products and services (“Offerings”) that you as an individual, or you on behalf of the legal entity you represent (“You”, “Your” or “Yourself”) will refer or resell under separate terms. As part of such resale or referral of the Offerings you will use Reciprocity’s partner portal and engage in activities through such partner portal (the “Program”). Use of and engagement with the Program is governed by these Partner Program Terms of Service (the “Agreement”). READ THIS AGREEMENT CAREFULLY, IT IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND RECIPROCITY. YOU AGREE TO THIS AGREEMENT (INCLUDING ANY OTHER TERMS REFERENCED HEREIN) BY CLICKING ON THE “ACCEPT” BUTTON, OR OTHERWISE INDICATING ASSENT AND ACKNOWLEDGEMENT ELECTRONICALLY, OR BY ENGAGING WITH THE PROGRAM. IF YOU DON’T AGREE TO THESE TERMS AND CONDITIONS, THEN CLICK ON THE “I DO NOT AGREE” OR “NO” BUTTON, OR OTHERWISE INDICATE REFUSAL, LOG OFF THIS WEBSITE. IN THAT CASE, DO NOT REPRESENT YOURSELF AS A USER OF THE PROGRAM, AND DO NOT REQUEST OR ACCEPT PROGRAM BENEFITS. This Agreement, which including the then-current Program Guide (as defined below) and any applicable supplemental terms, governs Your engagement with the Program (each a “Party“, collectively “Parties“).

1. Partner Models and Appointments. The Partner Program is intended to facilitate the sale of subscriptions to and/or recommendation of Reciprocity’s enterprise service solutions (“Offering” or “Offerings”). This Agreement does not authorize Your direct ordering from Reciprocity and/or Your resale or referral of the Offerings. Any such referral or resale shall be pursuant to a separate reseller, referral or other commercial agreement between You and Reciprocity (“Other Commercial Agreement”) or between You and an authorized Reciprocity distributor (“Distributor”). If you will act as a referral partner of Reciprocity, the Reciprocity’s Referral Partner Agreement, located here will apply to your referral of the Offerings and your referral relationship with Reciprocity.
2. Program Guide and Program Supplements.
   1. The “Program Guide” means the information designated on Reciprocity’s then-current partner website or successor portal that describes the Partner Program requirements and benefits. “Supplements” means other supplemental program documentation (sometimes also called Program Overviews) referencing the Program Guide. Supplements provide additional detailed partner requirements, legal and commercial terms, and may, also at Reciprocity’s discretion, include additional or different region-specific, Offerings-specific, or industry-specific program information, requirements, and benefits. The Program Guide and/or Supplements may be updated by Reciprocity from time to time as notified to You by Reciprocity including by publication to You via the partner website or portal. The Program Guide and Supplements are incorporated into this Agreement by this reference. Subject to Section 8, the terms of the relevant Supplement, Program Guide, and this Agreement will control, in that order of precedence, if there is any conflict of terms between and among such documents.
   2. Financial Benefits. Depending on Your Partnership category, You may be eligible to access specific financial benefits under the Program (each a “Financial Benefit” or “Benefit”) as described in the Program Guide and/or Supplement(s). Reciprocity may modify Benefit terms or cancel Benefit(s) as described in the relevant Overview(s). If a specific Financial Benefit terminates for any reason, Reciprocity shall only be liable to pay for those Financial Benefits that already accrued before the termination date.
3. Partner Portal. Your role as a reseller or referral partner taking part in the Program grants You access to Reciprocity’s online partner portal, or a successor portal, and certain designated resources and information available on such portal. The portal passwords or other access codes provided by Reciprocity to you are deemed Confidential Information, and You cannot share or allow access by any third parties, including Your customers. You will fully indemnify Reciprocity for any and all damages caused by Your (including your employees, contractors or agents’) failure to comply with this provision.
4. Program Use and Verification. Subject to the terms and conditions set forth in this Agreement, and Reciprocity’s acceptance of You into the Program. As a Program user, You must register for the Program, nominate one contact to be opted in to relevant marketing and partner communications at all times, and at all times meet the conditions and requirements of this Agreement and the Separate Commercial Agreement. Reciprocity reserves the right, from time to time, to require information from You to confirm that You are fulfilling such conditions and requirements. You agree to cooperate with Reciprocity on all such inquiries and investigations, and to provide Reciprocity with all reasonably-requested access and information relevant to verifying the following (a) Your compliance with this Agreement, (b) Your partnership category/level and (c) Your activities, including resale, in connection with the Program. Once annually, or more frequently if Reciprocity reasonably believes that You are noncompliant with any of (a) through (c) above, Reciprocity may (on five (5) business days prior written notice) audit You to verify Your compliance. Either Reciprocity, or an independent public accounting firm reasonably acceptable to both Parties, shall perform the review during Your regular business hours with minimal disruption to Your ongoing business operations. Any nondisclosure agreement You may require the independent public accounting firm to sign with You shall not prevent their disclosure of the audit results to Reciprocity. Reciprocity shall bear the costs of the audit, unless the audit discovers that You have violated the terms of the Agreement, in which case, You shall pay the reasonable costs of the audit. All audits shall be subject to Your reasonable safety and security policies and procedures.
5. Program Changes. Reciprocity reserves the right to modify, or terminate, the Program, including the Program Guide and Supplement(s), including any condition, requirement or benefit, in whole or in part. All such changes shall be effective upon notice to You or at such time that Reciprocity may specify, provided that Reciprocity will use commercially reasonable efforts to give You thirty (30) days’ notice of any material change to the Program and/or Program Guide and/or relevant Supplement. Should You disagree with any change or modification, You may terminate this Agreement (and Your participation in the Program) in accordance with applicable Agreement terms.