1. Agreement to Terms

This Agreement (“Terms”) is a binding contract between you (“Customer,” “you,” or “your”) and Reciprocity 360 (“Reciprocity 360,” “we,” “us,” or “our”). These Terms govern your use of and access to our services, whether accessed through a paid subscription or a free trial.

By using the Services or authorizing others to use them, you accept and agree to be bound by these Terms as of the date of first access (the “Effective Date”). If you are accepting these Terms on behalf of a legal entity, you represent that you have the authority to bind that entity. If you lack such authority or do not agree with these Terms, you must not use the Services.

2. Purpose

These Terms define the conditions under which Customer may access and use the services set forth in any associated Order Form or Statement of Work.

3. License Grant

Reciprocity 360 grants you a limited, non-exclusive, non-transferable right for your authorized users (“Users”) to access and use the Services listed in your Order Form solely for your internal purposes during the term specified.

4. License Allocation

A license is consumed when a User first logs in (“Consumed License”). You may reassign licenses if the previous User’s data is fully deleted. Licenses for which Reciprocity 360 retains any data are not available for reassignment.

5. Ownership and Intellectual Property

All content and technology in the Services, including text, images, logos, code, and layout (“Site Content”), is owned exclusively by Reciprocity 360 or its licensors. You are granted no rights beyond those explicitly stated.

6. Customer Data

You retain ownership of all data submitted by you or your Users (“Customer Data”). You represent that you have all necessary rights to such data and that it does not infringe third-party rights. Customer Data excludes anonymized, aggregated data used by Reciprocity 360.

7. Feedback and Improvements

Reciprocity 360 may use any feedback or suggestions you provide, without restriction or compensation, including for product improvement or development of new features.

8. Use Restrictions

You agree not to:

• Reverse engineer, decompile, or disassemble the Services.
• Modify or create derivative works based on the Services.
• Lease, sublicense, or resell access to the Services.
• Interfere with or compromise system security or access others’ data.
• Use the Services for unlawful or competitive purposes.

You are responsible for any misuse by your Users.

9. Third-Party and Freemium Content

The Services may link to or incorporate publicly available (“freemium”) content from third parties. Such content is provided for informational purposes only, and Reciprocity 360 makes no warranties or endorsements regarding its use.

10. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS.” RECIPROCITY 360 DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11. IP Indemnification by Reciprocity 360

We will defend you against any third-party claim that the Services infringe on intellectual property rights, provided you:

• Promptly notify us,
• Cooperate as needed, and
• Allow us to control the defense and settlement.

We are not liable for infringement based on:

• Unapproved modifications,
• Combination with other systems,
• Use not authorized under these Terms, or
• Use of freemium content.

12. Remedies for Infringement

If Services are held to infringe, we may, at our discretion:

• Modify the Services,
• Replace them,
• Obtain a license for continued use, or
• Terminate the license and refund prepaid fees on a prorated basis.

13. Indemnification by Customer

You agree to indemnify Reciprocity 360 against claims arising from:

• Your use of Customer Data that infringes third-party IP rights,
• Disputes with or among your Users relating to access or data.

14. Limitation of Liability

Except for indemnification obligations or IP violations, neither party shall be liable for damages exceeding fees paid in the 12 months preceding the claim.

15. Exclusion of Consequential Damages

Except for IP violations, neither party will be liable for indirect, incidental, punitive, or consequential damages (e.g., lost profits, business interruption), even if advised of their possibility.

16. Confidentiality

Both parties agree to protect each other’s confidential information with at least the same degree of care used to protect their own. Confidential information does not include publicly known or independently developed information. Breach of confidentiality may entitle the injured party to injunctive relief.

17. Anonymized Data

Reciprocity 360 may collect and use anonymized, aggregated data to improve the Services and for other internal purposes. This data will not identify you or your Users.

18. User Profiles

User profile data (e.g., login credentials, usage history) is deemed confidential. Upon termination, individual Users may retain their profiles under separate agreements with Reciprocity 360, excluding any data owned by Customer.

19. Data Protection

Our Data Processing Agreement and Privacy Policy (linked at Reciprocity Privacy Policy) are incorporated into these Terms. Users must accept our privacy policy upon first login.

20. Termination

Either party may terminate these Terms for material breach not cured within 30 days of notice. Upon termination:

• Each party will delete or return the other’s confidential data (unless legally required to retain).
• Reciprocity 360 may seek full payment for the remainder of any committed term.
• Provisions intended to survive termination (e.g., confidentiality, indemnity, payment obligations) will remain in effect.

21. Compliance with Laws

Each party shall comply with applicable laws and regulations, including U.S. export controls and trade sanctions.

22. Assignment

You may not assign these Terms without our written consent. We may assign them with notice.

23. Independent Contractors

Nothing herein creates a partnership or agency relationship between the parties.

24. Governing Law

These Terms are governed by the laws of the State of Delaware, excluding its conflict of law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

25. Notices

All legal notices must be in writing and sent via certified mail, courier, or email, to the addresses provided in your Order Form. Notices are effective upon receipt.

26. Severability

If any provision is deemed unenforceable, the remaining provisions shall remain in full force and effect.

27. Prevailing Party

The prevailing party in any dispute under these Terms shall be entitled to reasonable attorneys’ fees and costs.

28. Marketing

You grant Reciprocity 360 the right to use your name and logo in marketing materials and customer lists, and to publish a mutually approved press release.

29. Entire Agreement

These Terms, together with any applicable Order Forms or Statements of Work, represent the entire agreement between the parties and supersede any prior understandings or agreements. In the event of conflict, the Order Form shall control.