Club Network Agreement
This agreement governs a club's participation in the Recip.club network. It is between Reciprocity LLC, doing business as Recip.club, a Florida limited liability company at 10000 Arcos Ave, Estero, FL 33928 ("Recip.club," "we," "us"), and the club that accepts it ("the Club," "you").
It is accepted by an authorized representative of the Club — someone with authority to bind it — and takes effect on acceptance. Individual users at the Club are separately bound by our Terms of Use, Acceptable Use Policy, and Code of Conduct.
1. What we provide
We provide the Club with access to the Recip.club platform, which the Club uses to:
- Maintain a directory of its reciprocal partner clubs, and the policies that govern reciprocity with each.
- Receive, review, approve, decline, and manage incoming reciprocal requests from members of other clubs.
- Submit and track outgoing requests on behalf of its own members.
- Manage the reservations that result, including cancellations and no-shows.
- Receive monthly statements for transactions in the network.
We provide the platform, support during our published business hours, and reasonable efforts to keep it available. We do not provide, guarantee, or broker reciprocal access itself.
2. What the network is, and is not
Recip.club is not a party to any reciprocal arrangement. Reciprocity exists between clubs, on terms the clubs set. We route requests, record decisions, and account for the fees. We do not decide who visits where.
Nothing in this agreement obliges the Club to accept any request, to offer reciprocity to any other club, or to maintain reciprocity it has previously offered. The Club sets its own eligibility rules, lead times, seasonal restrictions, guest limits, and access policies, and may change them at any time in the platform.
Nothing in this agreement makes Recip.club, the Club, or any other club a partner, agent, joint venturer, or employee of another.
3. Reciprocal agreements between clubs
A reciprocal relationship between the Club and another club is recorded in the platform as an agreement, which moves through these states:
| State | What it means |
|---|---|
| Draft | Being prepared by one club; not visible to the other. |
| Pending | Proposed to the other club and awaiting its response. |
| Active | Accepted by both clubs. Requests may flow under it. |
| Declined | The other club did not accept the proposal. |
| Suspended | Temporarily paused by either club or by us. No new requests route under it. |
| Expired | Passed its end date without renewal. |
Either club may suspend or terminate an agreement at any time, for any reason, through the platform. Suspension takes effect immediately for new requests. Reservations already confirmed are unaffected — clubs are expected to honor commitments already made to a visiting member, and we will not cancel them on a club's behalf.
The terms of a reciprocal agreement — what access is offered, on what days, at what rate, with what limits — are between the clubs. We record them; we do not set them and we are not responsible for their performance.
4. The Club's obligations
4.1 Accuracy. Keep the Club's profile, facilities, hours, closures, seasonal policies, and reciprocal terms accurate in the platform. Other clubs and their members rely on this to decide whether to request a visit. Correct anything that becomes wrong.
4.2 Responding to requests. Respond to incoming reciprocal requests within the timeframe set out in the Code of Conduct. A decline is a perfectly good response; silence is not.
4.3 Honoring confirmed reservations. Once the Club confirms a reservation, honor it, or contact the visiting member's home club promptly if circumstances change. Where the Club must cancel, record the reason in the platform.
4.4 Member records. The Club is responsible for the member information it enters and maintains. It confirms that it has the authority to enter that information and to share it with host clubs for the purpose of arranging a visit, and that it will keep it accurate and remove members who are no longer eligible.
4.5 Access control. Grant platform access only to staff who need it. Remove access promptly when a staff member leaves or changes role. The Club is responsible for what is done under accounts it controls.
4.6 Compliance. Ensure that its staff and members comply with the Terms of Use, the Acceptable Use Policy, and the Code of Conduct.
5. Fees
5.1 What is charged. Recip.club charges the Club a transaction fee for each confirmed reciprocal reservation, at the rates in the fee schedule agreed with the Club and shown in the platform. The Club may also apply its own convenience fee to visiting members, which the platform will collect and account for.
5.2 Statements. Fees are billed in arrears. We issue a statement each month showing every transaction in the period, the fee applied to each, and the total. Statements are available in the platform and are the record of what is owed.
5.3 Payment. Payment is due within 30 days of the statement date, by the method the Club has configured. Amounts are in US dollars and exclusive of any applicable tax, which the Club is responsible for where it applies.
5.4 No-shows. Where a confirmed reservation is not honored, the host club records the reason. How that affects the fee depends on the reason:
| Recorded reason | Effect on the fee |
|---|---|
| Member did not arrive | Fee stands. The visiting member's home club is billed. |
| Cancelled at the host club | No fee. |
| Booking error | No fee. Reversed on the next statement if already charged. |
| Course or facility unavailable | No fee. |
5.5 Disputes. Query a statement within 60 days of its date, at billing@recip.club. We will investigate and, where a charge was raised in error, credit it against the next statement. Unqueried statements are treated as accepted after 60 days.
5.6 Changes. We may change the fee schedule on 30 days' written notice. If the Club does not accept a change, it may terminate this agreement before the change takes effect, without penalty.
6. Data
6.1 The Club's data belongs to the Club. Member records, club records, reciprocal terms, requests, and reservations entered by the Club remain the Club's. We claim no ownership.
6.2 What we do with it. We process it to run the platform, as described in our Privacy Notice — routing requests, confirming reservations, sending notifications, generating statements, providing support, and keeping the service secure. We use the subprocessors named in that notice. We do not sell it, and we do not use it for advertising.
6.3 Separation. Each club sees only its own records and the records shared with it through an active reciprocal agreement. This is enforced in the database, not only in the application.
6.4 What other clubs see. When a member of the Club requests a visit, the host club sees what it needs to host them: the member's name, home club, membership standing, request details, and guest names. When the Club hosts, it sees the same about the visitor. Both clubs see the outcome.
6.5 Roles under privacy law. Each club determines the purposes for which its own member information is processed. Recip.club processes it to provide the platform. Each of us will comply with applicable privacy law in respect of our own role, and will assist the other in responding to a request from an individual about their information.
6.6 Export and deletion. The Club may export its records at any time. On termination, see section 8.
6.7 Security incidents. If we become aware of a security incident affecting the Club's data, we will notify the Club without undue delay, tell it what we know, and keep it informed as we investigate.
7. Suspension
We may suspend the Club's access, in whole or in part, if:
- Fees remain unpaid more than 30 days after they were due, and we have given notice and 14 days to remedy.
- The Club or its staff materially breach this agreement, the Acceptable Use Policy, or the Code of Conduct.
- We reasonably believe continued access presents a security risk to the platform or to other clubs.
- We are required to by law.
Except where the risk is immediate, we will give notice and a reasonable opportunity to put things right before suspending. Suspension does not cancel reservations already confirmed.
8. Term and termination
8.1 Term. This agreement runs until terminated.
8.2 Termination for convenience. Either party may terminate on 30 days' written notice.
8.3 Termination for cause. Either party may terminate immediately if the other materially breaches this agreement and does not remedy it within 30 days of written notice, or becomes insolvent.
8.4 What happens on termination. Reciprocal agreements with other clubs expire. The Club stops receiving and submitting requests. Reservations already confirmed remain the Club's responsibility to honor, and we will keep the platform available for those bookings until the last of them has passed.
8.5 Final statement. We issue a final statement for outstanding transactions, payable within 30 days.
8.6 The Club's data. For 90 days after termination the Club may export its records. After that we delete or anonymize them, except where we must retain them: transaction and billing records for seven years, and legal document acceptances for as long as they could be relevant. Our Privacy Notice sets out the full retention schedule.
9. Warranties and disclaimers
We warrant that we will provide the platform with reasonable skill and care.
OTHERWISE, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
We make no warranty about, and accept no responsibility for, the conduct of any other club, member, or guest, or for whether any reciprocal arrangement is offered, honored, or performed to anyone's satisfaction.
10. Limitation of liability
NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.
EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY THE CLUB IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE.
These limits do not apply to the Club's obligation to pay fees, to either party's indemnity obligations, or to liability that cannot be limited under applicable law.
11. Indemnity
The Club will indemnify us against claims brought by a third party arising from: the Club's breach of this agreement; the Club's conduct toward a visiting member or guest; or the Club's entry into the platform of information it had no right to provide.
We will indemnify the Club against claims that the platform infringes a third party's intellectual property rights.
In each case the indemnified party will notify the other promptly, allow it to control the defense, and cooperate at the indemnifying party's expense.
12. Confidentiality
Each party will keep the other's non-public information confidential, use it only to perform this agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the recipient, was already known, is independently developed, or must be disclosed by law — in which case the recipient will give notice where it lawfully can.
13. General
Changes. We may amend this agreement. We will give at least 30 days' notice of material changes, and the Club's authorized representative will be asked to accept the new version in the platform. If the Club does not accept, it may terminate before the change takes effect.
Governing law and venue. Florida law governs, without regard to conflict of law principles. Disputes will be brought in the state or federal courts in Lee County, Florida. Before starting proceedings, the parties will attempt to resolve the matter informally for 30 days after written notice to legal@recip.club.
Publicity. Neither party will use the other's name or marks in publicity without written consent, except that we may list the Club's name and logo as a participant in the network unless the Club tells us not to.
Assignment. Neither party may assign this agreement without the other's consent, except to a successor in a merger or sale of substantially all assets.
Entire agreement. This agreement, with the fee schedule, the Terms of Use, the Acceptable Use Policy, the Code of Conduct, and the Privacy Notice, is the entire agreement between us about the platform. If any provision is unenforceable it is severed and the rest stands. A failure to enforce is not a waiver.
Notices. To us, at legal@recip.club. To the Club, at the administrative contact in its platform profile.
14. Contact
Reciprocity LLC (d/b/a Recip.club) 10000 Arcos Ave Estero, FL 33928 United States
Legal: legal@recip.club Billing: billing@recip.club Support: support@recip.club Phone: (239) 825-5821