This agreement contains a mandatory arbitration provision and waiver of jury trial. Please read it carefully before agreeing.

Terms and Conditions of Service

Introduction

GORICO INC. ("GORICO", "we", or "us") provides the website dashboard.gorico.io (the "Site"), our software, data, content, information, tools, functionality, updates, and similar materials delivered or provided by us (collectively, the "Service"), subject to your agreement to and compliance with the conditions set forth in this Terms and Conditions Agreement (the "Agreement").
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This Agreement sets forth the legally binding terms and conditions governing your use of the Service. By using the Service or otherwise entering into this Agreement, you are creating a binding contract with us. If you do not agree to these terms and conditions, you may not use the Service.

Notice: This Agreement is subject to change. If this Agreement changes, we will let you know by posting the revised Agreement on the Service and/or otherwise making you aware of the changes. Your continued use of the Service following our notice of changes to this Agreement (or other method of legal acceptance) means you accept such changes.

License

As long as you are in compliance with the conditions of this Agreement and all incorporated documents, we hereby grant you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to access, receive, and use the Service. No rights not explicitly listed are granted.

Incorporated Terms

The following additional terms are incorporated into this Agreement as if fully set forth herein:
• Privacy Policy – available at dashboard.gorico.io/privacy-policy
• Copyright Policy
• Complaint Policy (including Trademark and Privacy)

Overview

Among other functionality, the Service is designed to provide a platform that may permit users to manage their security, vendor risk, and compliance with related policies and obligations.To use the Service, set up your account with GORICO (“Account”). If we have not agreed to invoice you for the applicable fees, your Account must be paired with one or more payment methods (“Payment Method”), including without limitation your bank account, credit card number, credit card verification or other security code, the expiration date of your credit card, and/or your address. All information about your Payment Method(s) must be accurate and complete. Verification of information may be required prior to the completion or acknowledgment of setting up any Payment Method.

For the purposes of this Agreement, if you are acting on behalf of your employer, or another entity, you represent and warrant that you have the capacity to bind your employer/such entity to the legal obligations herein, and that you have the authority to enter into this Agreement. Further, when referring to “you” in this Agreement, we are referring to you and/or the entity that you represent in this Agreement.

Important Notices

While we make reasonable efforts to provide the platform as generally available, we do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that you will be able to access or use the Service, or its features, at all times.

The Service, and any Content (defined below) posted therein, are for information purposes only. We reserve the right at any time and from time to time to change, modify, or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice. Such changes, modifications, additions, or deletions shall be effective immediately upon their implementation. Your use of the Site and/or Service after we post such changes, modifications, additions or deletions (or other method of legal acceptance) constitutes your acceptance of such changes, modifications, additions or deletions.

The Service may contain typographical errors or inaccuracies, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice.

Eligibility

You must be at least eighteen (18) years old to have an Account. By creating an Account, you represent that you meet this minimum age requirement. Some parts of the Service may not be available to the general public, and we may impose additional eligibility rules from time to time on those portions of the Service. We reserve the right to amend or eliminate these eligibility requirements at any time. By using the Service, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement, and that you commit to abide by all the terms and conditions herein.

Subscriptions, Cancellations, and Payments

The Service may require the payment of fees for ongoing, self-renewing subscription access to the Service (a “Subscription”). If you have a Subscription Account, your Payment Method may be charged in the amounts and at the times identified in the Subscription you select (“Subscription Fees”). When you sign-up for a Subscription, you will be granted access to the Service for the length of time identified when you sign-up. We reserve the right to change the applicable Subscription Fees or charges and to institute new Subscription Fees and charges at the end of the current Subscription term, which may be sent by email or by posting the revised or new fees to the Service.

Fees and other charges do not include federal, local, foreign, or similar transaction taxes (“Taxes”) now or hereafter levied, all of which shall be your responsibility. If we are required to pay Taxes on your behalf, you shall be invoiced for such Taxes and shall reimburse us for such amounts as described herein.

Unless you cancel before renewal and except where prohibited by law, subscriptions automatically renew for an additional term of the same length upon expiration. Fees or charges during any such renewal term shall be the same as that during the prior term unless we have given you notice of an increase as described herein, in which case the increase shall be effective upon renewal and thereafter.

You may cancel your subscription at any time. If you cancel within thirty (30) days of your initial subscription purchase, you will receive a full refund of the subscription fees paid for that initial term. If you cancel after thirty (30) days, you will not be entitled to a refund for any past payments, but you will retain access to the service through the end of your current paid subscription period, and no further charges will be incurred.

To cancel your subscription, please login to the services and follow the instructions therein or email legal@gorico.io from the email address associated with your account with the subject “cancel my subscription.”

To collect and/or process Fees, we use third parties to process payments (each a “Payment Processor”). The processing of payments will be subject to the terms, conditions and privacy policies of the applicable Payment Processor in addition to this agreement,we are not responsible for errors made by the applicable Payment Processor. You agree to provide us accurate and complete information about you and your chosen Payment Method. You authorize us to share such information as well as transaction information with the Payment Processor. As a user purchasing a Subscription, you agree to pay us, through the applicable Payment Processor, all charges at the prices then in effect for such Subscription. You agree to make payment using that selected Payment Method, and you authorize us, through the applicable Payment Processor, to charge your Payment Method at the times and in the amounts associated with such Subscription. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. You represent and warrant that you have the legal right to use any credit card(s) or other payment means used to initiate any transaction.

Rules of Conduct

Your use of the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct. You represent and warrant that:

The information that you have provided on the Service is complete, accurate and true, and you agree to update it as necessary;
You are licensed and qualified to post, upload, communicate with us about, and make decisions based upon, the materials or information that you make available, or that is otherwise available on, the Service, as required by applicable law, regulation and best industry standards; and
You are not a competitor of ours.

You agree that you will not violate any applicable law or regulation in connection with your use of the Service or any Content (as defined below) contained therein. You are solely responsible for any and all of the actions you take, or decisions that you make, relating to or arising from your use of the Service.

You agree not to distribute, upload, make available or otherwise publish through the Service any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials similar thereto ("Submission") or any graphics, text, information, data, designs, instructions and/or schematics, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (collectively "Content") that:

Is unlawful or unethical, or that encourages another to engage in anything unlawful or unethical;
Is false, misleading, or fraudulent;
Contains a virus or any other similar programs or software which may damage the operation of our or another's computer(s); or
Violates the rights of any party or infringes upon the patent, trademark, trade secret, copyright, right of privacy or publicity or other intellectual property right of any party; or is libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening or bullying.

You must keep your username and password and any other information needed to login to the Service, if applicable, confidential and secure. We are not responsible for any unauthorized access to your Account or profile by others.

You further agree that you will not do any of the following:

Modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service;
Interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;
Transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse, or other harmful code or activity;
Attempt to probe, scan or test the vulnerability of a system, a network, or the Service or to breach security or authentication measures without proper authorization;
Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
Harvest or collect the email address, contact information, or any other personal information of other users of the Service;
Use any means to crawl, scrape or collect content from the Service via automated or large group means;
Submit, post or make available false, incomplete or misleading information to the Service, or otherwise provide such information to us;
Breach, through the Service, any agreements that you enter, or have entered, into with any third parties;
Stalk, harass, injure, or harm yourself or another individual, or attempt to do any of the foregoing, through the Service;
Direct or encourage another user or individual, through the Service, to do something that is unsafe, or that a similarly situated, reasonable person wouldn't have an expectation of safety; or
Impersonate any other person or business.

You are not licensed to access any portion of the Service that is not public, and you may not attempt to override any security measures in place on the Service. We reserve the right, in our sole discretion, to protect our users from violators and violations of these rules of conduct, including but not limited to restricting your use of the Services, restricting your ability to upload Submissions or Content, immediately terminating your use of the Service, or terminating your use of the Service by blocking certain IP addresses from accessing the Service. Notwithstanding the foregoing, our unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.

Content Submitted or Made Available to Us

You are under no obligation to submit anything to us or through use of the Service. If you choose to submit any Submissions or Content through or on the Service, or otherwise make available any Submissions or Content through the Service, you hereby grant us a limited, non-exclusive, worldwide license to process, store, reproduce, and display such Submissions or Content solely to the extent necessary to:

Provide the Service to you;
Perform technical operations such as backup and disaster recovery;
Improve the Service through aggregated, anonymized analytics; and
Comply with applicable law.

We will not use your Submissions or Content for purposes unrelated to providing the Service without your explicit consent. This license terminates when you delete the Submissions or Content from the Service or upon termination of your Account, except where retention is required by law or necessary for legitimate business purposes (such as backup retention periods).

By submitting any Submissions or Content to us, you hereby agree, warrant and represent that:

You have the right to submit the Submissions and Content, and the provision of the Submissions and Content does not violate any third-party's rights;
All such Submissions and Content are accurate and true;
You acknowledge that we will treat Submissions and Content as confidential in accordance with our Privacy Policy and applicable Data Processing Agreement;
We shall be entitled to use or disclose the Content or Submissions in any way, to the maximum extent permissible under applicable law; and
You are not entitled to compensation or attribution from us in exchange for the Submissions or Content.

You acknowledge that we are under no obligation to maintain the Service, or any information, materials, Submissions, Content or other matter you submit, post or make available to or on the Service. We reserve the right to withhold, remove and or discard any such material at any time.

Confidentiality and Data Protection

Confidential Information means any information disclosed by you to us that is marked as confidential or that would reasonably be considered confidential given the nature of the information and the circumstances of disclosure, including but not limited to: business plans, technical data, customer information, security vulnerabilities, audit findings, compliance assessments, and any other non-public information related to your business operations.

We agree to:

Maintain the confidentiality of your Confidential Information using the same degree of care we use to protect our own confidential information, but no less than reasonable care;
Not disclose your Confidential Information to third parties except as necessary to provide the Service or as required by law;
Limit access to your Confidential Information to employees and contractors who have a legitimate need to know; and
Implement appropriate technical and organizational measures to protect your Confidential Information in accordance with industry standards.

Confidential Information does not include information that:

(i) Is or becomes publicly available through no fault of ours;
(ii) Was rightfully in our possession prior to disclosure;
(iii) Is independently developed by us without use of your Confidential Information; or
(iv) Is rightfully received from a third party without confidentiality obligations.

Data Protection and Privacy Rights

GDPR Compliance (EU Users)

For users subject to the General Data Protection Regulation (GDPR): You are the data controller and we are the data processor with respect to personal data you submit to the Service. Our data processing practices are governed by our Data Processing Agreement (DPA), which includes Standard Contractual Clauses for international data transfers. You have the following rights:
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• Right of Access: Request copies of your personal data
• Right to Rectification: Request correction of inaccurate personal data
• Right to Erasure: Request deletion of your personal data
• Right to Data Portability: Receive your personal data in a structured, machine readable format
• Right to Object: Object to processing of your personal data

To exercise these rights, contact us. We will respond within 30 days. In the event of a personal data breach, we will notify affected users and relevant supervisory authorities as required by GDPR (within 72 hours where feasible).

HIPAA Compliance

If you are a Covered Entity or Business Associate (as those terms are defined under HIPAA) and you use the Service to create, receive, maintain, or transmit Protected Health Information with us before submitting any PHI to the Service, you must enter into a separate Business Associate Agreement.

Content Shared Through the Service

You understand that by sharing information on the Service, by participating in the Service, and by requesting information to be sent through, or downloading information from, the Service, you may be revealing information about yourself, the entity that you represent, or your business that may include financial, credit, or similar information, including with other users. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials and using the Service, and you agree that we shall not be held responsible, and we shall be released and held harmless by you from any liability or damages arising out of such conduct.

Our Intellectual Property

Our graphics, logos, names, designs, page headers, button icons, scripts, and service names are our trademarks, trade names and/or trade dress. The “look” and “feel” of the Service (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (“Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.

You acknowledge that the Service, and all enhancements, updates, upgrades, corrections and modifications thereto, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain our sole and exclusive property and/or that of our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.

Data Collection and Use

You understand and agree that our Privacy Policy shall govern the collection and use of data obtained by us through your use of the Service.

Disclaimers and Limitation on Liability

Except where prohibited by law and subject to our sService level agreement (SLA) for enterprise customers, you agree and acknowledge that the service, and the content therein, is provided “as is” and “as available”, without any warranty or condition, express, implied or statutory. we, along with our parent entities, subsidiaries, affiliates, officers, directors, shareholders, members, managers, employees and suppliers, specifically disclaim any implied warranties of title, accuracy, suitability, applicability, merchantability, performance, fitness for a particular purpose, non-infringement or any other warranties of any kind in and to the service. no advice or information (oral or written) obtained by you from us shall create any warranty.

Further, opinions, advice, statements, submissions, content, or other information made available through the service, but not directly provided by us, are those of their respective authors, and should not be relied upon. such authors are solely responsible for such content.

Use of the service is at your sole risk. Except as provided in our sla, we do not warrant that you will be able to access or use the service at the times or locations of your choosing; that the service will be uninterrupted or error-free; that defects will be corrected; that data transmission or storage is secure or that the service is free of inaccuracies, misrepresentations, viruses or other harmful code or components.

To the maximum extent permitted by law, in no event shall we, our affiliates, licensors or business partners (collectively, the “related parties”) be liable to you based on or related to the service, or the actions you take based on the service or the content therein, whether based in contract, tort (including negligence), strict liability or otherwise, and shall not be responsible for any losses or damages, including without limitation direct, indirect, incidental, consequential, or special damages arising out of or in any way connected with access to or use of the service, even if we and/or related parties have been advised of the possibility of such damages.

Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then you agree that neither we nor any of our parent entities, subsidiaries, affiliated companies, employees, members, shareholders, or directors shall be liable for (1) any damages in excess of $500.00 or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Service. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.

Indemnification

You agree to defend, indemnify and hold us and our suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney's fees, expert witness fees, and costs of litigation arising out of or based on:

Submissions or Content you submit, post to or transmit through the Service;
Your use of the Service or any Content therein;
Your violation of the Agreement; and
Any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Service.

Governing Law and Jurisdiction; Arbitration

Arbitration opt-out: You have the right to opt-out of the arbitration provisions of this Agreement. To opt-out, you must send written notice to GORICO INC., within thirty (30) days of first accepting this Agreement. Your opt-out notice must include your name, address, email address associated with your Account, and a clear statement that you wish to opt-out of arbitration. If you opt-out, all other terms of this Agreement will continue to apply, but disputes will be resolved in court rather than arbitration.

Arbitration agreement (if you do not opt-out):

You agree that any claim or dispute arising out of or relating in any way to the Service will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of Delaware shall govern this Agreement, and shall be used in any arbitration proceeding.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Any arbitration between you and GORICO shall have one (1) arbitrator.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address: GORICO INC., 3513 Concord Pike Suite 3100, Wilmington, DE 19803 USA. Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect, shall be conducted in English, and shall be located in New York, New York. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrators, will be strictly confidential for the benefit of all parties.

You and GORICO agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and GORICO agree that each has waived any right to a jury trial. Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights, or to collect unpaid amounts. To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Service, or to us, may only be brought by you in a state or federal court located in New York, New York. You hereby waive any objection to this venue as inconvenient or inappropriate, and agree to exclusive jurisdiction and venue in New York.

Termination and Data Retention

Either party may terminate this Agreement with thirty (30) day's written notice. We may terminate immediately for cause, including:

Breach of this Agreement;
Nonpayment of fees;
Illegal or harmful use of the Service; or
If required by law.

You may terminate immediately at any time for any reason.

Upon termination:

Your access to the Service will be disabled;
you will have sixty (60) days to export your data from the Service using our data export tools;
After the 60-day export period, we will delete or anonymize your data in accordance with our data retention policy, except where retention is required by law or for legitimate business purposes (such as backup retention, dispute resolution, or compliance obligations).

We will provide you with at least fourteen (14) days advance notice before deleting your data to allow sufficient time for export. You may request assistance with data export by contacting us.

Security Certifications and Audit Rights

We maintain security certifications and compliance documentation, which may include SOC 2 Type II and other industry-standard certifications. Current certification status and reports are available at dashboard.gorico.io.

Enterprise customers with valid security or compliance requirements may request:

Copies of our current security certifications and audit reports;
Completion of security questionnaires (subject to reasonable limitations); and
With at least thirty (30) day's advance notice and subject to execution of a confidentiality agreement, on-site or remote audit of our security controls, provided that such audits shall not occur more than once per year except in the event of a security incident.

Policies for Children

The Service is not directed to individuals under the age of 13. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information if required by the Children's Online Privacy Protection Act. Please see the Federal Trade Commission's website (www.ftc.gov) for more information.

Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.

General

Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.

Revisions. In the event that we update this Agreement, you will be notified through the Service and may be required to re-affirm the updated Agreement using the method we will specify.

No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Service.

Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void.

No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Notices. All notices given by you or required under this Agreement shall be in writing and addressed to: GoRICO inc., 3513 Concord Pike, Suite 3100, Wilmington, DE 19803 USA, or sent via email legal@gorico.io.

Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.

Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral, or written.

Copyright © GORICO INC. All rights reserved. The Service is the property of GORICO, and is protected by United States and international copyright, trademark, and other applicable laws. This includes the content, appearance, and design of the Service, as well as the trademarks, product names, graphics, logos, service names, slogans, colors, and designs.

Copyright Policy

If you believe in good faith that any material posted on our Services infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act ("DMCA") (17 U.S.C. §512(c)(3)), with correspondence containing the following:

A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed;
Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
Information reasonably sufficient to permit us to contact you;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:

Complaint Policy (Including Trademark and Privacy)

If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to legal@gorico.io containing the following information:

Your name, physical address, e-mail address and phone number;
A description of the material posted on the Service that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
Identification of the location of the material on the Service;
If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and
Your physical or electronic signature.

If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.