Trust Center Access Agreement

The Materials, and any information in them about Crosscap's systems, controls, infrastructure, personnel, vendors, test results or exceptions, are Crosscap's confidential information. Information that is or becomes public through no fault of Recipient, already lawfully known to Recipient, independently developed by Recipient without use of the Materials, or lawfully received from a third party without restriction is excluded.

Recipient may use the Materials only to assess Crosscap's security and compliance posture in connection with a current or prospective commercial relationship with Crosscap, and for no other purpose. Recipient will also comply with any restrictions on use stated in the Materials, including in the service auditor's report.

Recipient will keep the Materials confidential and protect them with at least the care it uses for its own confidential information, and no less than reasonable care. Recipient will not copy the Materials except as reasonably needed for the permitted purpose, remove any confidentiality markings, or publish or disclose the Materials to anyone other than its employees, auditors, insurers and professional advisers who need to know them for the permitted purpose and who are bound by equivalent confidentiality obligations. Recipient is responsible for any breach by those persons and will promptly notify Crosscap of any unauthorized use or disclosure. Recipient will not use the Materials to compete with Crosscap, to benchmark or market a competing product, or to probe, scan or test Crosscap's systems, and will not upload them to any public artificial intelligence tool.

If Recipient is legally required to disclose any Materials, it will, where lawful, give Crosscap prompt notice and reasonable cooperation (at Crosscap's expense) to seek a protective order, and disclose only what is required.

On Crosscap's request, or when Recipient no longer needs the Materials, Recipient will promptly delete or destroy them, except for copies it must keep by law or in routine backups, which remain subject to this agreement. Recipient will confirm deletion in writing on request.

The Materials are provided "as is", without warranty of any kind. They describe controls at a point in time (or over a period) and are not a guarantee of future security. Crosscap has no obligation to update the Materials and no liability arising from Recipient's use of or reliance on them, and Crosscap's only security commitments are those in a signed agreement between the parties. No license or other right is granted except the limited right of use in clause 2.

This agreement starts on the date of signature or acceptance. Recipient's obligations continue for three (3) years from the date Recipient last receives any Materials, and for as long afterwards as any Materials remain a trade secret. Crosscap may suspend or withdraw access to the Materials at any time.

Unauthorized use or disclosure may cause Crosscap irreparable harm, and Crosscap may seek injunctive relief, without posting a bond, in addition to any other remedy available at law or in equity. This agreement is governed by the laws of Delaware excluding its conflict of laws rules, and the Recipient agrees to the exclusive jurisdiction of the state and federal courts located in Delaware, except that Crosscap may seek injunctive relief in any court of competent jurisdiction.

If Recipient and Crosscap have signed a non-disclosure, customer or other agreement that covers the Materials, this agreement supplements it and, if terms conflict, the terms more protective of the Materials apply. Otherwise, this is the entire agreement on its subject matter. The person signing or accepting confirms they are authorized to bind the Recipient.