Ledger & Verified-Report Reliance Disclaimer (Third-Party Reliance)

Last updated: 2026-07-25

0. About this document

This Ledger & Verified-Report Reliance Disclaimer (this "Disclaimer") sets out the scope, limits, and conditions that apply to any cost record, export, report, attestation, badge, score, or other output that Recovea, Inc., a Delaware corporation ("Recovea," "we," "us," or "our") generates, displays, or makes available through or in connection with the Service (collectively, the "Recovea Outputs"), and to any reliance placed on a Recovea Output by any person.

Recovea is a bootstrap-funded United States company; nothing in this Disclaimer concerns investment or securities. The Service is offered to business customers only, is intended for users who are 18 or older, and is not intended for personal, family, or household use. Recovea operates and hosts the Service in the United States (Amazon Web Services, US East / N. Virginia).

This Disclaimer is incorporated by reference into, and forms part of, the agreement between Recovea and the Customer (defined below), including Recovea's Terms of Service or Master Subscription Agreement, Data Processing Agreement ("DPA"), BYO-Key Addendum, Acceptable Use Policy ("AUP"), and any applicable Order Form (collectively, the "Agreement"). Capitalized terms used but not defined here have the meanings given in the Agreement. In the event of a conflict between this Disclaimer and another component of the Agreement with respect to the subject matter addressed here, the order of precedence stated in the Agreement governs; this Disclaimer is intended to narrow and qualify — and never to expand or warrant — any representation about a Recovea Output.

This Disclaimer is directed both to the Customer and to any Third-Party Recipient (defined below) — including any board member, lender, investor, prospective acquirer, auditor, accountant, insurer, regulator, counterparty, or other person — who receives, reviews, or considers relying on a Recovea Output. If you are a Third-Party Recipient, please read Sections 7 and 13.3 carefully; they apply to you directly.

1. Definitions

For purposes of this Disclaimer:

1.1 "Customer" means the business entity that has entered into the Agreement and on whose behalf the Service is provisioned.

1.2 "Authorized User" means an individual the Customer permits to access the Service on the Customer's behalf.

1.3 "Service" means, collectively and as an umbrella, Recovea's hosted and related offerings, including spend metering and observability; cost optimization techniques; spend control (budget caps, alerts, and kill-switch functionality); reporting and analytics; cost-record generation, verification, and attestation; certification and trust marks; data ingestion and connectors; software development kits, command-line tooling, and application programming interfaces; and related managed services — together with any features, models, or capabilities Recovea may add, modify, or discontinue from time to time. The Services may include optimization, additional features and capabilities Recovea may offer. Any such capability is governed by the terms in effect when Recovea makes it available and is not active or licensed under this Disclaimer unless Recovea expressly states otherwise. Recovea reserves all rights not expressly granted, and may offer subscription, usage-based, and savings- or outcome-based pricing models; any savings-based model applies only on the Customer's separate, affirmative election.

1.4 "the Ledger" means Recovea's append-only, hash-chained, content-free cost record of metered usage and computed cost figures associated with the Customer's traffic, designed to be exportable and re-derivable offline from its inputs. The Ledger records cost and usage metadata; it is not a record of the content of any request or response.

1.5 "Ledger Export" means any export, file, stream, or copy of all or part of the Ledger, in any format Recovea makes available (including the open recovea-chain-v1 ledger format), together with any associated tooling Recovea publishes (a standalone verifier binary and recoveactl are named here for completeness; neither is published today — see Section 2.6).

1.6 "Cost Report" means any dashboard view, summary, analysis, statement, chart, or report generated by the Service that presents cost, usage, savings, optimization, or efficiency figures derived from the Ledger or from Usage Data.

1.7 "Basis Label" means the machine- and human-readable label Recovea attaches to a cost figure or Ledger row indicating how that figure was derived and what assurance, if any, applies to it. As of the date above the Service emits exactly two Basis Label values: "measured" and "applied." The values "verified," "estimated," and "proof pending" are reserved and are not emitted by the Service today; "verified" is reserved for a figure that has passed Recovea's quality-evaluation process, which is not available today (Section 2.4). Recovea may begin emitting a reserved value only under separately disclosed terms; this Section 1.7 is not a commitment that it will. The Basis Label is a material part of every Recovea Output and must be read together with any figure it qualifies.

1.8 "Verified Savings" means savings that Recovea has expressly designated "verified" in writing under its then-current methodology. As of the date above, no Recovea Output reports Verified Savings or any savings designated "verified." Any verification capability is governed by the terms in effect if and when Recovea makes it available and is not active or licensed under this Disclaimer unless Recovea expressly states otherwise.

1.9 "Provider" means a third-party model or inference provider (for example, OpenAI, Anthropic, or OpenRouter) with which the Customer holds its own account and relationship and which the Customer pays directly. "Provider Keys" means the Customer's own credentials for its Providers. "Provider Billing" means the invoices, statements, and usage records the Customer receives directly from its Providers.

1.10 "Usage Data" means the cost and usage metadata processed by the Service.

1.11 "Recovea Outputs" has the meaning given in Section 0 and includes Ledger Exports, Cost Reports, Basis Labels, and any attestation, seal, badge, or score.

1.12 "Third-Party Recipient" means any person, other than the Customer and its Authorized Users, who receives, reviews, or considers a Recovea Output, including a board member, lender, investor, prospective acquirer or its advisors, auditor, accountant, insurer, regulator, counterparty, or other third party.

1.13 "in-path" means that the Service proxies the Customer's inference traffic on the Customer's own Provider Keys as a neutral conduit.

1.14 "Customer Personal Data" means personal data or personal information, as defined by applicable data-protection law, that Recovea Processes on the Customer's behalf in providing the Service.

2. What the Ledger and Cost Reports are — and are not

2.1 A cost-and-usage record, not a financial statement. The Ledger is an internal cost-and-usage record produced by software. A Cost Report is a presentation of figures drawn from that record. Neither is a financial statement, an invoice, a bill, a tax document, a book of account, or a record prepared in accordance with U.S. generally accepted accounting principles (GAAP) or any other accounting, auditing, or financial-reporting framework. Recovea Outputs are not designed for, and should not be used as a substitute for, the Customer's own accounting records, general ledger, or financial reporting.

2.2 Recovea estimates, reconciled to Provider Billing — not the invoice of record. The cost figures in the Ledger and in Cost Reports are Recovea's good-faith estimates of the Customer's Provider costs, computed from metered usage and from price and model metadata as configured or known to the Service at the time of computation. These figures are estimates and are not invoices. The Customer's authoritative, billed amounts are those stated on the Customer's Provider Billing, received by the Customer directly from its Providers. Where a Recovea figure and the Customer's Provider Billing differ, the Provider Billing controls. Recovea figures are intended to be reconciled against Provider Billing; any reconciliation is the Customer's responsibility, and any residual variance does not constitute an error, breach, or warranty by Recovea.

2.3 Basis-labeled; read the label. Every Ledger row carries a Basis Label describing how it was derived and what assurance applies, and the Service presents that label with the spend, request-receipt, Ledger-rollup, and billing-band figures. Some derived views — for example a tag-attribution breakdown — present figures without a Basis Label; those figures are computed from the same Basis-labeled Ledger rows and are subject to this Disclaimer in full. A figure labeled "measured" or "applied" reflects a deterministic, low-risk effect (such as byte-identical exact-cache hits or deduplication / single-flight) and is not a representation of "verified" savings. Should Recovea begin emitting a reserved label under Section 1.7, a figure labeled "estimated" or "proof pending" would carry no assurance of accuracy or outcome. No Recovea Output may be relied upon without reference to its Basis Label, and no figure may be re-characterized, re-labeled, or presented to any Third-Party Recipient as "verified," "audited," "assured," or "guaranteed" unless Recovea has expressly designated it as such in writing.

2.4 No "verified" figures are reported as of the date above. As of the date above, no Recovea Output reports Verified Savings or any savings designated "verified." Every figure presented today is labeled either "measured" or "applied" and nothing else; no figure is designated "verified." Recovea may make a verification capability available in the future only under separately disclosed terms and conditions, and only as expressly designated in writing; nothing here is a commitment that such a capability will be offered, or offered on any particular terms or timeline.

2.5 Content-free. The Ledger records cost and usage metadata only. It does not contain, and is not a record of, the content of any request, response, prompt, or completion. A Recovea Output therefore cannot evidence the substance, quality, accuracy, lawfulness, or fitness of any inference, model output, or underlying transaction.

2.6 Designed to be re-derivable; independent third-party verification is not represented as available. The Ledger is designed to be exported and re-derived offline by the Customer from its inputs. Recovea publishes the open recovea-chain-v1 ledger format — the hash recipe, the field order, and the separator — and the Ledger Export carries the recipe identifier on every row, so the Customer can re-derive the chain with its own tooling; the Service also re-derives an export in the browser on the Ledger page. Recovea does not publish a standalone verifier binary as of the date above. This re-derivation lets the Customer (or a person the Customer authorizes) check the internal mathematical consistency of the record. Re-derivation is a self-check of the record's internal consistency; it is not an independent audit, certification, attestation, or third-party verification of the underlying inputs, prices, methodology, or business outcome. Recovea does not represent that an independent, third-party-verifiable assurance artifact is available as of the date above. Any independent verification capability is governed by the terms in effect if and when Recovea makes it available and is not warranted, dated, or committed.

2.7 Embedded reliance legend on Ledger Exports; delivery is notice. Each Ledger Export bears, in the export header — a field that is read by machine and is legible to a person opening the exported file — a conspicuous legend substantially as follows: "Recovea software estimate — not audited or assured — reliance governed by the Reliance Disclaimer at recovea.ai/legal." Cost Reports do not carry that legend. A Cost Report — including any in-product dashboard view, chart, or generated CSV of Ledger-derived figures — carries the Basis Labels described in Section 2.3, and Recovea does not represent that it bears the Section 2.7 legend; it is governed by this Disclaimer through the Agreement, not through an embedded legend. Delivery, display, or transmission of a Recovea Output bearing that legend constitutes notice of this Disclaimer to every person who receives, accesses, or reviews it. Any Third-Party Recipient who receives, accesses, or reviews a Recovea Output so legended is deemed to have notice of this Disclaimer, including Sections 7 and 13.3. The no-duty and no-reasonable-reliance defenses in Sections 7.1–7.3 apply to every Third-Party Recipient regardless of whether that person assents to, agrees to, or even reads this Disclaimer.

3. No professional opinion, audit, or assurance engagement

3.1 No assurance engagement. Recovea is an infrastructure, observability, and cost-tooling provider. Recovea is not a certified public accounting firm, an auditor, an actuary, a valuation firm, an investment adviser, a broker-dealer, a tax adviser, or any other licensed professional, and Recovea does not provide accounting, audit, assurance, attestation, tax, valuation, investment, legal, or other professional advice or opinions. No Recovea Output is an audit, review, examination, agreed-upon-procedures report, compilation, certification, opinion, comfort letter, or any other form of assurance or attestation engagement within the meaning of the AICPA's professional standards, the PCAOB's standards, or any comparable framework.

3.2 No opinion expressed. Recovea expresses no opinion — and provides no assurance of any kind — as to the fairness, accuracy, completeness, reasonableness, or sufficiency of any Recovea Output for any purpose, including any board, financing, investment, lending, insurance, merger, acquisition, due-diligence, valuation, tax, regulatory, or financial-reporting purpose.

3.3 Not for use in securities, financing, or transactional disclosure. No Recovea Output is prepared for, or may be incorporated into, included in, or relied upon in connection with, any prospectus, offering memorandum, registration statement, securities filing, credit application, loan covenant, financial statement, audit work paper, due-diligence report, fairness opinion, or similar document, without Recovea's prior written consent. Recovea takes no responsibility for, and disclaims all liability arising from, any such use.

3.4 Caution to recipients. Any Third-Party Recipient considering reliance on a Recovea Output for a board, audit, financing, investment, acquisition, or similar purpose should obtain its own independent verification from a qualified professional. The mere existence, format, hash-chaining, re-derivability, or "ledger" character of a Recovea Output does not make it an audited or assured figure.

4. Accuracy-of-inputs limits

4.1 Garbage-in / garbage-out. Recovea Outputs are computed from inputs — including metered usage, Provider price lists and model metadata, configuration set by the Customer, and data received from third parties (including Providers). The accuracy, completeness, and timeliness of a Recovea Output depend entirely on the accuracy, completeness, and timeliness of those inputs. Recovea does not independently audit, verify, or guarantee the accuracy of its inputs, including Provider-published prices, model identifiers, token counts reported by Providers, rate changes, discounts, credits, taxes, or other charges that appear only on Provider Billing.

4.2 Estimation and timing differences. Cost figures are estimates computed at a point in time and may differ from Provider Billing because of, among other things: price or model changes; Provider-side rounding, batching, minimums, or rate tiers; promotional credits, committed-use discounts, or negotiated pricing not visible to the Service; taxes, surcharges, and currency effects; retries, partial responses, and streamed responses; caching and deduplication effects; Provider outages, throttling, or fail-open fallback behavior; and timing or cut-off differences between when usage is metered and when a Provider bills it. None of these is an error or defect in the Service.

4.3 BYO-Key conduit; Recovea does not bill Provider spend. The Customer brings and owns its Provider accounts, relationships, and Provider Keys, and pays its Providers directly. Recovea is a neutral conduit that proxies the Customer's in-path traffic on the Customer's own Provider Keys. Recovea does not resell, mark up, sponsor, fund, take custody of, or invoice Provider tokens or Provider spend, and is not a party to the Customer's agreements with its Providers. Because Recovea never issues the Provider invoice, Recovea cannot and does not warrant that its estimate will match what a Provider ultimately charges.

4.4 Methodology may change. Recovea may refine its metering, pricing, estimation, labeling, and reporting methodologies over time. Figures computed under different methodology versions may not be directly comparable. Recovea is under no obligation to restate, reconcile, or maintain backward comparability of historical figures.

5. "AS IS" / "AS AVAILABLE"; no warranties

5.1 AS IS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RECOVEA OUTPUTS — INCLUDING THE LEDGER, LEDGER EXPORTS, COST REPORTS, BASIS LABELS, RE-DERIVATION TOOLING, AND ANY ATTESTATION, SEAL, BADGE, OR SCORE — ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

5.2 Warranty disclaimer. RECOVEA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. RECOVEA DOES NOT WARRANT THAT ANY RECOVEA OUTPUT IS ACCURATE, COMPLETE, CURRENT, RELIABLE, ERROR-FREE, OR FIT FOR ANY PARTICULAR PURPOSE, OR THAT ANY FIGURE WILL MATCH PROVIDER BILLING.

5.3 No guarantee of savings, outcome, output quality, or availability. RECOVEA MAKES NO GUARANTEE OF ANY SAVINGS, COST REDUCTION, EFFICIENCY, FINANCIAL OUTCOME, UPTIME, OR AVAILABILITY, AND NO GUARANTEE OF THE ACCURACY, QUALITY, OR FITNESS OF ANY THIRD-PARTY MODEL OUTPUT. Any savings, cost, or efficiency figure is an estimate unless Recovea has expressly designated it "verified" in writing. There is no contractual uptime service level for the Service except as expressly stated in an applicable Order Form or service-level agreement, and none is provided as of the date above. The Service is designed to fail open (to fall back before the first token of a response and, once tokens stream, to surface a clean error rather than a silent splice); fail-open is a design objective and a reversible exit, not a warranty of availability, continuity, correctness, or a guaranteed hard stop, and Recovea does not claim mid-stream failover.

5.4 Customer responsibility. The Customer is solely responsible for reviewing, validating, reconciling (including against Provider Billing), and deciding whether and how to use any Recovea Output, and for any decision it or any Third-Party Recipient makes in reliance on a Recovea Output.

5.5 Jurisdictional note. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to the extent prohibited by applicable law. In that case, such warranties are limited to the minimum extent and shortest duration permitted by law.

6. Limitation of liability

6.1 No indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RECOVEA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, ANY LOST, FOREGONE, UNREALIZED, UNACHIEVED, OR EXPECTED SAVINGS, COST REDUCTIONS, OR EFFICIENCY GAINS, LOST BUSINESS, LOSS OF GOODWILL, OR LOSS OR INACCURACY OF DATA, ARISING OUT OF OR RELATING TO ANY RECOVEA OUTPUT OR ANY RELIANCE ON IT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 Aggregate cap (Customer). TO THE MAXIMUM EXTENT PERMITTED BY LAW, RECOVEA'S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER ARISING OUT OF OR RELATING TO RECOVEA OUTPUTS AND RELIANCE ON THEM WILL NOT EXCEED THE LIMITATION OF LIABILITY AND CAP STATED IN THE AGREEMENT, BEING THE GREATER OF (A) THE TOTAL FEES PAID BY THE CUSTOMER TO RECOVEA IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY AND (B) US $25,000. The enhanced (super) cap — equal to two times (2×) the general cap for breach of confidentiality or breach of data-protection / security obligations — and the uncapped carve-outs (indemnification obligations, the Customer's payment obligations, the Customer's breach of the license / Acceptable Use / IP-ownership terms, and a party's fraud or willful misconduct) apply as stated in the Agreement and are not expanded by this Disclaimer. A party's liability for gross negligence remains subject to the caps to the fullest extent permitted by applicable law; where, and only to the extent, applicable law does not permit liability for gross negligence to be so limited, such liability is limited to the maximum extent that law permits.

6.3 Third-Party Recipients; economic-loss rule; no duty. Recovea owes no duty and assumes no liability to any Third-Party Recipient in connection with any Recovea Output or any reliance on it, whether in contract, tort, negligent misrepresentation, professional liability, or otherwise. Recovea has no special relationship with, and undertakes no duty of care to, any Third-Party Recipient, and under the economic-loss rule and the absence of any independent duty (Section 7.3), claims for purely economic loss arising from a Recovea Output are barred. Any Third-Party Recipient who nonetheless relies on a Recovea Output does so entirely at its own risk. To the extent any duty or liability to a Third-Party Recipient is found notwithstanding the foregoing and Section 7, it is subject to all limitations and exclusions in this Disclaimer and the Agreement, and in no event will Recovea's total aggregate liability to all Third-Party Recipients in connection with any Recovea Output exceed a nominal amount, currently one hundred U.S. dollars (US $100). This nominal limit is a bargained-for liquidated allocation of risk — not a penalty — reflecting that a Third-Party Recipient pays Recovea no fee, is not in privity with Recovea, and receives no Recovea Output under any duty or assurance; the parties agree that actual damages from third-party reliance would be difficult to ascertain and that this amount is a reasonable pre-estimate and allocation. This amount conforms to, and may be superseded by, the dollar conventions of the Agreement.

6.4 Essential basis of the bargain. The limitations and exclusions in Sections 5 and 6 are a fundamental basis of the bargain and apply even if any limited remedy fails of its essential purpose.

6.5 Non-waivable liabilities (savings clause). Nothing in this Disclaimer excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud, fraudulent or intentional misrepresentation, or willful misconduct. The limitations, exclusions, and disclaimers in Sections 5, 6, and 7 are to be read subject to this Section 6.5, and the unenforceability of any provision as applied to such a non-waivable liability does not affect that provision's enforceability as to any other liability, claim, or person.

6.6 Limitations period. To the extent permitted by applicable law, no action, regardless of form, arising out of or relating to any Recovea Output or any reliance on it may be brought by the Customer or any Third-Party Recipient more than one (1) year after the cause of action accrued; any claim not brought within that period is permanently barred.

7. Third-party reliance — no duty, no reasonable reliance; secondary terms binding on Third-Party Recipients

This Section 7 sets out, first, why Recovea owes no duty to — and cannot be reasonably or justifiably relied upon by — any Third-Party Recipient (substantive defenses that apply regardless of any assent), and, second, terms that bind a Third-Party Recipient only to the extent it is deemed to assent. If you are a Third-Party Recipient, read Sections 7 and 13.3 carefully.

7.1 No duty of care; reliance not authorized. A Recovea Output is generated for the Customer's internal use. Recovea does not direct, invite, or authorize any Third-Party Recipient to rely on a Recovea Output, and the delivery of a Recovea Output by the Customer to a Third-Party Recipient does not create any relationship, duty of care, engagement, or privity between Recovea and the Third-Party Recipient. No Third-Party Recipient is an intended third-party beneficiary of the Agreement or this Disclaimer. Recovea undertakes no duty to any Third-Party Recipient and does not supply, or assume any duty to supply, information for the guidance of any Third-Party Recipient within the meaning of Restatement (Second) of Torts § 552 or any comparable doctrine. This Section 7.1 states a substantive defense that does not depend on any Third-Party Recipient's assent.

7.2 Reliance is not reasonable or justifiable. Reliance on a Recovea Output by a Third-Party Recipient is not reasonable or justifiable. Each Recovea Output discloses on its face — through its Basis Labels, and, on a Ledger Export, through the embedded legend required by Section 2.7 — that it is a software-generated estimate, content-free, basis-labeled, not audited or assured, and not reconciled to Provider Billing except by the Customer. Given those disclosed limits, no Third-Party Recipient can reasonably or justifiably rely on a Recovea Output, and Recovea makes no representation to any Third-Party Recipient on which reliance could be founded. This Section 7.2 states a substantive defense to any claim (including any claim for negligent misrepresentation under Restatement (Second) of Torts § 552) that does not depend on any Third-Party Recipient's assent and that survives even if a court finds no assent or no enforceable agreement with the Third-Party Recipient.

7.3 No professional, fiduciary, or special relationship. Nothing about a Recovea Output creates any accountant-client, auditor-client, adviser-client, fiduciary, special, or other professional relationship between Recovea and any Third-Party Recipient, and Recovea owes no professional duty to any Third-Party Recipient. The relationship, if any, between Recovea and a Third-Party Recipient is not one in which a duty of care to prevent purely economic loss arises.

7.4 As-is; no warranty; limitation of liability. Sections 4, 5, and 6 apply to each Third-Party Recipient with the same force as to the Customer. A Recovea Output is provided to any Third-Party Recipient strictly "AS IS" and "AS AVAILABLE," without warranty, and subject to the limitations and exclusions of liability above (including Sections 6.3 and 6.5).

7.5 Secondary contractual no-reliance and waiver (only to the extent of assent). To the extent a Third-Party Recipient is deemed to assent to this Disclaimer (including by receiving, accessing, or reviewing a Recovea Output bearing the legend required by Section 2.7), it acknowledges and agrees that it (a) is not relying, and will not rely, on Recovea or on any Recovea Output as a basis for any decision; (b) understands that Recovea Outputs are software-generated estimates that are content-free, basis-labeled, not audited or assured, and not reconciled to Provider Billing except by the Customer; (c) will perform its own independent investigation and verification and consult its own qualified professional advisers before taking any action; and (d) to the maximum extent permitted by law, waives and releases any claim against Recovea for negligent misrepresentation, professional negligence, or similar theory premised on reliance on a Recovea Output. Nothing in this Section 7.5 or this Disclaimer excludes or limits liability for fraud, fraudulent or intentional misrepresentation, willful misconduct, or any liability that cannot be excluded under applicable law. This contractual waiver is secondary to, and independent of, the no-duty and no-reasonable-reliance defenses in Sections 7.1–7.3, which apply regardless of assent; a determination that a Third-Party Recipient did not assent to this Section 7.5 does not impair those defenses.

7.6 Customer responsibility on redistribution. If the Customer provides a Recovea Output to a Third-Party Recipient, the Customer is responsible for ensuring the Recovea Output is delivered intact, with its Basis Labels and, where the Output bears one, the Section 2.7 legend (and this Disclaimer or a link to it), and not altered, excerpted, or re-characterized in a way that removes or contradicts the limits stated here. The Customer will indemnify Recovea against claims by a Third-Party Recipient to the extent arising from the Customer's alteration, mischaracterization, or unauthorized representation about a Recovea Output, as further provided in the Agreement and in Section 9.

8. Enforceability framing

8.1 Conspicuousness and intent. The disclaimers, exclusions, and limitations in this Disclaimer are intended to be conspicuous and to be given full effect under applicable U.S. law, including UCC § 2-316 and the principle that sophisticated business parties may, by agreement, allocate and disclaim reliance and limit remedies. The capitalized text is presented in that form to be conspicuous.

8.2 No-reliance is bargained-for. The "no reliance" and "as is" provisions reflect a deliberate, bargained-for allocation of risk and the basis on which Recovea makes Recovea Outputs available at the stated price. Recovea would not make Recovea Outputs available without these provisions.

8.3 Severability of enforcement. If any disclaimer, exclusion, or limitation in this Disclaimer is held unenforceable in whole or in part, it will be enforced to the maximum extent permitted, and the remaining provisions will continue in full force. An unenforceable provision as to one person or claim does not affect its enforceability as to any other person or claim.

8.4 No waiver by use. Recovea's provision, display, or delivery of a Recovea Output is not a waiver of any provision of this Disclaimer, and Recovea's failure to enforce any provision is not a waiver of its right to do so later.

9. Indemnification

9.1 By the Customer. The Customer will defend, indemnify, and hold harmless Recovea and its affiliates and their respective officers, directors, employees, and agents from and against any third-party claim, and any resulting losses, liabilities, damages, costs, and reasonable attorneys' fees, to the extent arising out of or relating to (a) the Customer's use, distribution, alteration, excerpting, or mischaracterization of any Recovea Output; (b) any representation the Customer or its Authorized Users make to a Third-Party Recipient about a Recovea Output beyond, or inconsistent with, what Recovea has expressly stated in writing; or (c) the Customer's breach of this Disclaimer or the Agreement. This Section 9 is in addition to, and does not limit, the indemnification provisions of the Agreement; the indemnification, super-cap, and uncapped-carve-out architecture of the Agreement governs and is not expanded by this Disclaimer.

9.2 Procedure. The indemnification procedure (prompt notice, sole control of defense, and reasonable cooperation) stated in the Agreement applies to claims under this Section 9.

10. Intellectual property; permitted use of Recovea Outputs

10.1 Ownership. As between the parties, Recovea and its licensors own all intellectual property rights in and to the Service, the Ledger software, the recovea-chain-v1 format, the verifier binary, recoveactl, the methodologies underlying Recovea Outputs, and any trademarks, service marks, seals, badges, trust marks, or verification marks (including "RECOVEA"). Recovea marks are asserted as common-law / unregistered marks (™, or ℠ for service marks) unless and until a registration issues; no ® is asserted before registration.

10.2 Limited use of Recovea Outputs. Subject to the Agreement and this Disclaimer, the Customer may use Recovea Outputs for its internal business purposes and may share a Recovea Output with a Third-Party Recipient solely on the terms of Sections 7 and 10.3. No other license is granted, by implication, estoppel, or otherwise.

10.3 No misuse of marks or attestations. No person may use any Recovea seal, badge, score, trust mark, or verification mark, or any statement of "verification," "certification," "audit," or "assurance" in connection with a Recovea Output, except as Recovea expressly authorizes in writing. As of the date above, no certification, attestation, or trust-mark capability is active, and no attestation is issued to any third party. Recovea reserves all rights with respect to such marks and capabilities, each of which is governed by the terms in effect if and when Recovea makes it available.

10.4 No reverse-misuse of re-derivation. The availability of re-derivation tooling does not grant any right to represent that a Recovea Output has been independently audited, certified, or verified by Recovea or by any third party.

10.5 No training on Outputs or the Ledger. No person may use any Recovea Output, the Ledger, or any Ledger Export to train, fine-tune, or develop any machine-learning or artificial-intelligence model, or to build, benchmark, or improve any product or service competitive with the Service, except as Recovea expressly authorizes in writing.

11. Data, privacy, and confidentiality cross-references

11.1 Roles; DPA. With respect to Customer Personal Data within inference content, the Customer is the controller and Recovea is a processor, as set out in the DPA. Recovea is the controller of its own account, prospect, marketing, and personnel data. The Ledger is content-free and does not record request or response content. Where Recovea Processes Customer Personal Data on the Customer's behalf, the DPA is automatically incorporated into and forms part of the Agreement, including its CCPA/CPRA service-provider terms and US-state addendum by default.

11.2 Confidentiality. Recovea Outputs may contain the Customer's Confidential Information. Each party's confidentiality obligations are governed by the Agreement (including the confidentiality survival period and the trade-secret, Customer-data, and inference-content carve-outs stated there). A Third-Party Recipient receiving a Recovea Output is responsible for protecting any Confidential Information it contains under its own arrangements with the Customer.

11.3 Aggregated / de-identified data. Recovea may create and use aggregated and de-identified data that does not identify the Customer, any Authorized User, or any individual and that meets applicable de-identification or anonymization thresholds (including the de-identification standard under the California Consumer Privacy Act, Cal. Civ. Code § 1798.140, as amended (including by the California Privacy Rights Act (CPRA))), subject to a commitment not to attempt re-identification, all as further described in, and using wording mirrored in, the Privacy Notice and DPA.

11.4 Immutable-Ledger erasure carve-out. Where the Customer or an individual exercises a deletion or erasure right, Recovea will delete or de-identify the relevant data as required by applicable law; however, because the Ledger is an append-only, hash-chained integrity record, Recovea may retain a content-free integrity record (for example, a tombstone entry and a severance of identifying linkage) as permitted by law, and may use operator-run tooling (such as recoveactl erase-customer) to effect erasure. Audit-verifiable erasure is a future objective and is not warranted as of the date above. This carve-out is stated consistently with the Privacy Notice, DPA, Retention policy, Security Statement, and AUP.

11.5 Security posture (no over-statement). Data at rest is encrypted using industry-standard methods. The Customer should not represent, and no Recovea Output implies, any security certification (such as SOC 2, ISO 27001, or PCI) that Recovea does not hold, or any capability not described as active in the Security Statement.

11.6 Regulated and special-category data. The Customer must not submit through the Service any protected health information (as defined under HIPAA), payment-card cardholder data, biometric identifiers, government-issued identification numbers, children's data, or other special-category or regulated data, unless separately agreed in a signed writing. Recovea is not a HIPAA Business Associate, and the Service is not HIPAA- or PCI-validated. The Customer is solely responsible for compliance with laws applicable to such data and for not transmitting it through the Service.

12. Term; changes to this Disclaimer

12.1 Term. This Disclaimer applies to each Recovea Output for as long as the Recovea Output exists and is relied upon, and the disclaimers, exclusions, limitations, and no-reliance provisions survive any expiration or termination of the Agreement.

12.2 Changes. Recovea may modify this Disclaimer from time to time. The version in effect when a Recovea Output is generated, displayed, or relied upon governs that reliance. Material changes will be communicated as provided in the Agreement. Continued use of the Service or of Recovea Outputs after a change becomes effective constitutes acceptance of the updated Disclaimer.

12.3 Survival. Sections 1 (Definitions) and 2 through 11, and Section 13 (including governing law, dispute resolution, jury-trial waiver, and the limitations period), survive any expiration or termination of the Agreement or of any Customer's access to the Service. Section 7 continues to apply to, and bind, every Third-Party Recipient notwithstanding any such expiration or termination.

13. General

13.1 Governing law. This Disclaimer is governed by the laws of the State of Delaware, excluding its conflict-of-laws rules; the United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Dispute resolution; arbitration; class-action waiver (parties to the Agreement). Any dispute between Recovea and the Customer arising out of or relating to this Disclaimer will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, by one arbitrator, seated in Wilmington, Delaware, on an individual basis only, with a waiver of class, collective, and representative actions; judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own fees as provided in the AAA Commercial Rules; the parties intend the AAA Commercial Arbitration Rules to apply, subject to the Agreement's Consumer-Rules fallback and mass-arbitration protocol (Terms of Service §24.2 and §24.7 / MSA §23.2 and §23.6): if the AAA or a court of competent jurisdiction determines that the AAA Consumer Arbitration Rules apply to a dispute involving an individual, those rules govern that dispute and Recovea pays the filing, administrative, and arbitrator fees the AAA consumer fee schedule assigns to the business (this is a business-to-business, business-property service). Carve-outs to court (Delaware state or federal courts located in Wilmington, Delaware): (a) claims for injunctive or other equitable relief for actual or threatened infringement, misappropriation, or violation of intellectual-property or confidentiality rights; and (b) matters within the jurisdiction of a small-claims court.

13.3 Third-Party Recipient disputes (non-parties); reservation of defenses. Any dispute between Recovea and a Third-Party Recipient (which is not a party to the Agreement and is not bound by its arbitration clause) arising out of or relating to a Recovea Output will be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each such person, to the extent it is deemed to consent, consents to the personal jurisdiction of, and venue in, those courts and waives any objection to that forum. Nothing in this Section subjects a Third-Party Recipient to arbitration. To the extent a Third-Party Recipient's consent to this forum is not enforceable, Recovea reserves all defenses to personal jurisdiction, venue, and forum. This Section 13.3 is severable, and its enforceability does not condition, and its unenforceability does not impair, the no-duty and no-reasonable-reliance defenses in Sections 6.3 and 7.1–7.3, which apply regardless of any Third-Party Recipient's assent or forum consent.

13.4 Jury-trial waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY AND EACH THIRD-PARTY RECIPIENT IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS DISCLAIMER OR ANY RECOVEA OUTPUT.

13.5 Assignment. The Customer may not assign or transfer this Disclaimer or any rights under it without Recovea's prior written consent, except as permitted by the Agreement. Recovea may assign this Disclaimer in connection with a merger, acquisition, reorganization, or sale of assets. Any prohibited assignment is void.

13.6 Force majeure. Recovea is not liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, Provider outages, and denial-of-service or other attacks.

13.7 Notices. Notices to Recovea under this Disclaimer must be sent to legal@recovea.ai and to Recovea's notice address at 2810 N Church St STE 89986, Wilmington, DE 19802. Notices to the Customer may be given as provided in the Agreement.

13.8 Electronic acceptance and records. The parties consent to transact electronically. Electronic acceptance of, or continued use of the Service or Recovea Outputs under, this Disclaimer has the same legal effect as a handwritten signature, consistent with the U.S. E-SIGN Act and applicable state law (UETA). Records maintained by Recovea in the ordinary course are admissible to the same extent as business records maintained in documentary form.

13.9 Entire agreement; precedence. This Disclaimer, together with the Agreement and the policies it incorporates, is the entire understanding regarding reliance on Recovea Outputs and supersedes prior or contemporaneous understandings on that subject. In a conflict, the order of precedence stated in the Agreement governs, and this Disclaimer narrows but never expands any representation about a Recovea Output.

13.10 Severability. If any provision of this Disclaimer is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

13.11 Modification; no oral amendments. This Disclaimer may be amended only as provided in Section 12 or by a writing signed by Recovea; no oral statement or course of dealing amends it. No employee or agent of Recovea is authorized to vary the disclaimers, exclusions, or limitations here except by a writing signed by an authorized officer of Recovea.

13.12 Headings; interpretation. Headings are for convenience only. "Including" means "including without limitation." This Disclaimer will not be construed against either party as drafter.

Contact

Questions about this Disclaimer: legal@recovea.ai. Privacy questions: privacy@recovea.ai. Security questions: security@recovea.ai.

Recovea, Inc., a Delaware corporation; notice address 2810 N Church St STE 89986, Wilmington, DE 19802. Recovea is a bootstrap-funded U.S. company; nothing in this Disclaimer concerns investment or securities.

End of Disclaimer.