These General Terms and Conditions (“General Terms”) between RiskDocx (“RISKDOCX”) and the customer identified on an Order Form (“Customer”) are made as of the date Customer clicks the “Accept” button (“Effective Date”).

If you register for a free trial of our services or for free services, then the applicable provisions of this Agreement also govern your free trial or free services.

The purpose of the General Terms is to create a single mechanism under which Customer may purchase RISKDOCX services. In addition to these General Terms, Customer’s purchase and use of each RISKDOCX service is subject to the applicable Order Form. In the event of any conflict between these General Terms and an Order Form, these General Terms control, except where an Order Form expressly states that it overrides a specific provision of these General Terms with respect to that Order Form’s subject matter.

BY CLICKING “ACCEPT,” CUSTOMER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER, AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS, ORAL OR WRITTEN, INCLUDING ANY TERMS IN CUSTOMER’S PURCHASE ORDER.

1. Definitions

1. Affiliate: Any entity that controls, is controlled by, or is under common control with a party (control meaning >50% voting interests).
2. Agreement: These General Terms, each Order Form/Invoice, each SOW (if any), and any documents executed by the parties.
3. Confidential Information: As defined in Section 3.
4. Customer: The customer identified on the Order Form.
5. Customer Materials: Policies, controls, and workflows based on RISKDOCX templates but customized by Customer to include Customer-specific information. For avoidance of doubt, Customer Materials do not include RISKDOCX templates in the form provided by RISKDOCX.
6. Documentation: Current descriptions of the services provided by RISKDOCX upon purchase and any online documentation or support knowledge base made available at purchase.
7. Free Trial: An evaluation term (typically two (2) or four (4) weeks) during which RISKDOCX provides trial access; may be extended by RISKDOCX in its sole discretion via email notice.
8. Extension Term: Each additional one-year subscription term following the Initial Term.
9. Initial Term: The initial subscription term specified on the applicable Order Form.
10. Order Form / Invoice: An ordering document for services (may be an invoice from RISKDOCX or purchase order from Customer/Reseller) that references these General Terms.
11. Reseller: A third party authorized by RISKDOCX to resell the services to Customer.
12. Subscription Fees: Fees paid by Customer for the right to use subscription-based services for the relevant term.
13. Taxes: Any applicable taxes, levies, duties or similar governmental assessments.
14. Term: The Initial Term and any Extension Term applicable to an Order Form.
15. RISKDOCX Service: Subscription Software-as-a-Service delivered by RISKDOCX over the Internet pursuant to an Order Form.
16. User: An individual authorized to use the service (e.g., employee, consultant, contractor) or provisioned for a free trial.
17. Support Services: Technical support services as described in the Documentation.

2. General License Terms

2.1 Grant. Subject to these General Terms and any applicable Order Form, and upon payment of applicable fees, RISKDOCX grants Customer and its Affiliates a non-exclusive, limited-term, non-transferable (except to a permitted successor) license to use the purchased services during the Term, in accordance with the Documentation and solely for Customer’s internal business purposes, in the quantities on the Order Form. Customer may use the Documentation in connection with the license.

2.2 Use Responsibilities; Restrictions. Customer is responsible for activities of its users and compliance with law. Customer will indemnify RISKDOCX from claims arising from users’ actions. Customer will not: (i) resell, sublicense, lease, time-share or otherwise make the service or Documentation available to third parties; (ii) attempt to gain unauthorized access to or disrupt the service; (iii) modify, copy or create derivative works of the service; (iv) decompile, disassemble, reverse engineer; (v) access the service to build a competitive product; or (vi) use the service for benchmarking intended for external publication without prior consent; infringement, unlawful acts, malware propagation; or filing IP applications including the software/Documentation.

2.3 Free Trial. Trial services are provided free until the earlier of (a) end of the trial, (b) start date of any purchased subscription, or (c) termination by RISKDOCX. Additional trial terms on the registration page are incorporated by reference.

ANY DATA ENTERED AND ANY CUSTOMIZATIONS MADE DURING A FREE TRIAL MAY BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME OR APPLICABLE UPGRADED SERVICES BEFORE THE TRIAL ENDS. TRIAL SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OR INDEMNITY, AND CUSTOMER IS FULLY LIABLE FOR DAMAGES ARISING FROM USE DURING THE TRIAL PERIOD AS SET FORTH HEREIN.

3. Confidentiality

3.1 Definition. “Confidential Information” means all confidential and proprietary information disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or reasonably should be understood to be confidential given the nature of the information and circumstances, including terms of this Agreement (including pricing), software, Customer Data, Customer Materials, plans, technology, designs, and business processes.

3.2 Exclusions. Information that is public without breach, known without restriction, lawfully disclosed by a third party, independently developed, or disclosed with prior written approval.

3.3 Obligations. Receiving Party will not disclose or use Confidential Information outside the scope of this Agreement, will restrict access to those with a need to know and equivalent confidentiality obligations, will protect it using at least the same care as its own information (not less than reasonable care), and will notify the Disclosing Party of any actual or suspected breach. Legally required disclosures are permitted with prompt notice and limited scope.

3.4 Return/Destruction. Upon request or termination, Receiving Party will return or destroy Confidential Information, except one archival copy may be retained in secure storage and kept confidential.

3.5 Equitable Relief; Data Protection. Breach may cause irreparable harm. Non-breaching party may seek injunctive relief. RISKDOCX complies with applicable data protection laws (including GDPR where applicable) and adheres to its privacy policy: Privacy Policy.

4. Ownership

4.1 RISKDOCX IP. RISKDOCX retains all right, title, and interest in and to the services, software, Documentation, and templates, including all related IP rights. No rights are granted by implication. Customer will not remove proprietary notices.

4.2 Customer IP. Customer retains all right, title, and interest in and to Customer Data and Customer Materials (including Customer’s modifications to templates). RISKDOCX obtains no rights to Customer Materials except to provide the services.

4.3 Injunctive Relief. Unauthorized use or disclosure may cause irreparable harm; equitable relief is appropriate in addition to legal remedies.

5. Fees, Payment and Reporting

5.1 Fees; Taxes. Fees are as set forth in the Order Form(s). Amounts are non-refundable except as expressly provided. Customer is responsible for Taxes; amounts received by RISKDOCX after any withholdings must equal the Order Form totals (excluding income taxes on RISKDOCX).

5.2 Renewal Fees. Upon expiration of the Initial Term, subscriptions renew per Section 7.4. Renewal pricing is per the Order Form or as otherwise mutually agreed.

5.3 Payment; Suspension. Unless otherwise agreed, invoices are due within thirty (30) days. RISKDOCX may suspend access to the services for overdue amounts (except amounts under reasonable, good-faith dispute) after providing notice and a reasonable cure period.

5.4 Automatic Payment. If billed in non-annual increments, Customer authorizes automatic payments via a third-party processor. RISKDOCX does not store full payment details (other than last four digits as display).

5.5 Late Charges. Overdue undisputed amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.6 Reporting. Customer will audit usage to remain within Order Form limits and promptly report discrepancies.

6. Support and Professional Services

6.1 Support. Provided while Customer is current on fees and any premium support fees, per the then-current support terms in the Documentation or Order Form.

6.2 Professional Services. May be provided under an SOW. Unused Professional Services expire after one (1) year unless otherwise stated. RISKDOCX warrants professional services will be performed in a professional, workmanlike manner and deliverables will materially conform to the SOW; sole remedy is re-performance or refund of the defective portion if re-performance is not feasible.

7. Termination and Expiration

7.1 Termination for Cause. Either party may terminate for a non-remediable material breach on notice, or for a remediable breach not cured within thirty (30) days (five (5) days for non-payment) after written notice.

7.2 No Active Orders. Either party may terminate immediately if no Order Form is in effect (or only a trial is active).

7.3 Effect; Data Export. On termination/expiration, service licenses end. For sixty (60) days thereafter, RISKDOCX will provide a copy of Customer Data upon request at no additional fee.

7.4 Auto-Renewal. Unless otherwise set forth, subscriptions renew for successive one-year Extension Terms unless either party gives ninety (90) days’ notice of non-renewal.

7.5 Survival. Sections 2.2, 3, 4, 5, 7, 8, 9, 10, and 11 and accrued payment obligations survive termination/expiration.

8. Intellectual Property Indemnity

RISKDOCX will defend and indemnify Customer against third-party claims that the service, as provided, infringes IP rights, and pay final damages/settlements, provided Customer promptly notifies, grants sole control, and cooperates. RISKDOCX may (a) procure rights, (b) replace/modify to avoid infringement, or (c) terminate affected rights and refund prepaid unused fees. Exclusions include combinations, modifications by Customer, unauthorized use, use after replacement is offered, and Customer-provided specifications. This is Customer’s exclusive remedy for IP infringement.

9. Warranties, Remedies and Disclaimers

9.1 Authority; Conformity. Each party has authority to enter this Agreement and will comply with applicable laws. RISKDOCX warrants the services will substantially conform in all material respects to the Documentation during the Term; exclusive remedy is a fix/workaround within 30 days or, if not feasible, a pro-rata refund of fees for the remaining Term.

9.2 Support/PS Quality. RISKDOCX warrants support and professional services will be performed in a professional and workmanlike manner consistent with industry standards.

9.3 IP Non-Infringement Knowledge. To RISKDOCX’s knowledge as of the Effective Date, Customer’s authorized use does not infringe third-party rights.

9.4 Disclaimers. EXCEPT AS EXPRESSLY WARRANTED, THE SERVICES AND ALL CONTENT/RECOMMENDATIONS ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RISKDOCX DOES NOT WARRANT THAT USE WILL SATISFY REGULATORY OBLIGATIONS OR ENSURE COMPLIANCE; CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE AND FOR DETERMINING ADEQUACY FOR ITS PURPOSES. RISKDOCX DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION.

10. Limitation of Liability

10.1 Cap. EXCEPT FOR (i) INDEMNITY OBLIGATIONS; (ii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (iii) MATERIAL BREACH OF CONFIDENTIALITY; (iv) CUSTOMER’S BREACH OF LICENSE TERMS; OR (v) PAYMENT OBLIGATIONS: A PARTY’S TOTAL DIRECT DAMAGES ARE CAPPED AT (A) FOR A PAID TERM: THE SUBSCRIPTION FEES PAID/APPLICABLE FOR THAT TERM; OR (B) FOR A TRIAL: $25,000.

10.2 Exclusion. EXCEPT FOR (i) MATERIAL BREACH OF CONFIDENTIALITY OR (ii) CUSTOMER’S BREACH OF LICENSE TERMS, NEITHER PARTY IS LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, DATA, OR BUSINESS) EVEN IF ADVISED OF THE POSSIBILITY.

10.3 Essential Purpose. THESE LIMITATIONS APPLY NOTWITHSTANDING FAILURE OF ESSENTIAL PURPOSE; THEY ARE REFLECTED IN THE PRICING.

11. General Provisions

• 11.1 Government Notice (if applicable). Commercial-item license under FAR 12.211/12.212 and DFARS 252.227-7015/227.7202-3; greater rights require a specific addendum.
• 11.2 Publicity. RISKDOCX may list Customer name and logo as a customer unless Customer opts out by written notice.
• 11.3 Independent Contractors. The parties are independent contractors; no agency, partnership, or third-party beneficiaries.
• 11.4 Notices. Written notices are effective upon receipt at the addresses on the signature page or as updated in writing.
• 11.5 Entire Agreement. This Agreement is the entire agreement. Amendments/waivers must be in writing and signed. Customer Order Form boilerplate is void unless expressly incorporated.
• 11.6 Waiver; Severability; Remedies. No waiver by delay; unenforceable terms will be modified to achieve original intent; remedies are cumulative.
• 11.7 Force Majeure. Neither party is liable for delays/failures (excluding payment) due to causes beyond reasonable control.
• 11.8 Assignment. Neither party may assign without consent, except to a successor in a merger/reorg/sale of substantially all assets; if to a direct competitor, the other party may terminate and Customer receives a refund of unused prepaid fees.
• 11.9 Export. Each party will comply with applicable export/import laws and regulations.
• 11.10 Restricted Use. Services will not be provided to entities headquartered in countries subject to comprehensive U.S. restrictions (including any U.S. State Sponsors of Terrorism). Individual users’ access must comply with applicable U.S. laws.
• 11.11 Governing Law; Venue. Maine law (excluding conflict rules) and U.S. law govern; exclusive venue is state/federal courts in Cumberland County, Maine. CISG does not apply.
• 11.12 Counterparts; Electronic Acceptance. Order Forms/SOWs may be executed in counterparts and electronically. Clicking “Accept” constitutes execution and delivery of this Agreement.
• 11.13 Headings; Language. Headings are for convenience; English controls.
• 11.14 Business Continuity. RISKDOCX will maintain and follow its Business Continuity and Disaster Recovery plan and, upon request, provide a summary to Customer.