Recovea — Refund & Cancellation Policy

Last updated: 2026-07-25

> What this is. This Refund & Cancellation Policy (this "Policy") is the customer-facing statement of how paid Recovea Subscriptions are billed and renew, how you cancel, how downgrades and annual plans work, what happens when a payment fails, and what is — and is not — refundable. It is written to match the actual launch product and billing reality: a flat, monthly or annual, Stripe-billed Subscription with no usage-share, no per-token markup, and no savings-based charge active today. > > The honesty bar is load-bearing here. This Policy deliberately does not describe any savings-based charge, gain-share, savings guarantee, or uptime guarantee as live, because none is active at launch. Any savings-based or outcome-based charge is not active and is not charged under this Policy, and there is no contractual uptime commitment. Capabilities described as "planned" or reserved are not live today and create no entitlement and no refund right. > > Where this fits. This Policy is incorporated into, and is part of, the Recovea Terms of Service (the "Terms") — see terms-of-service.md — and, together with the Terms and the other documents they incorporate, forms part of the "Agreement." The processing of personal data is governed by the Data Processing Agreement ("DPA") — see data-processing-agreement.md — which controls over this Policy for that subject matter and, where Recovea Processes Customer Personal Data on Customer's behalf, is automatically incorporated into and forms part of the Agreement. Provider Key handling, Provider Terms, Provider Charges, and runaway-spend allocation are governed by the BYO-Key Addendum — see byo-key-and-provider-terms.md. Retention and deletion mechanics are governed by data-retention-and-deletion-policy.md. Where a separately signed Order Form or master agreement exists, that signed document controls for that Customer for any conflicting term it covers (see §11). The general dispute-resolution, limitation-of-liability, indemnification, and warranty-disclaimer architecture lives in the Terms and the ai-output-and-no-guarantee-disclaimer.md; §14 of this Policy summarizes and points to it so this document can stand on its own.

1. Scope and how to read this Policy

1.1 What this covers. This Policy explains the billing, renewal, cancellation, downgrade, annual-plan, failed-payment, chargeback, and refund terms for paid Subscriptions to the Recovea service (the "Service"), purchased self-serve with a payment card. It tells you when you are charged, how charges renew, how to cancel or downgrade, what happens to your access and Customer data when you cancel, and when (and whether) Fees are refundable.

1.2 Defined terms. Capitalized terms used but not defined here (including Service, Subscription, Order Form, Authorized User, Customer, Customer Personal Data, Inference Content, Usage Data, Aggregated/De-identified Data, Provider, Provider Keys, the Ledger, Levers, in-path, Agreement, AUP, DPA, BYO-Key Addendum, and Fees) have the meanings given in the Terms. A short glossary of the terms most used in this Policy appears in §13.

1.3 Who this is for. The Service is offered to businesses and organizations for business or professional use only, by users 18 or older, and not for personal, family, or household use. You purchase on behalf of an organization ("you," the "Customer"). Recovea is a bootstrap-funded U.S. company; nothing in this Policy concerns investment or securities.

1.4 Early-access / design-partner status. At launch, first Customers may be founding design partners on early-access / beta terms. The Service is functional but evolving; earliness is priced in, the Service is provided AS IS / AS AVAILABLE with no warranty (see the Terms and ai-output-and-no-guarantee-disclaimer.md), and the protective billing terms below (advance billing, limited refunds, no proration on cancellation) reflect that posture. Any bespoke billing concession for a design partner (e.g., founder pricing, a goodwill-refund window, longer change notice) is documented in the Beta / Design-Partner Agreement — see beta-design-partner-agreement.md — not by weakening this Policy.

1.5 Where data rules live. Export, retention, and deletion are governed by data-retention-and-deletion-policy.md and the DPA. The honest deletion / immutable-Ledger model is summarized in §7 and controlled by those documents.

1.6 No auto-converting free trial. Recovea offers no auto-converting paid free trial. The Free tier is a permanent, no-charge tier: it does not convert to a paid Subscription, and you are never charged for it unless you affirmatively elect to purchase a paid Subscription. There is therefore no trial-to-paid conversion charge under this Policy.

1.7 Plain-language summary (not a substitute for the full terms). You pay in advance, through Stripe — monthly, or annually if you choose the yearly plan. Your Subscription renews automatically until you cancel. You can cancel yourself at any time, online, with no phone call or retention hurdle; cancellation takes effect at the end of the period you have already paid for, and you keep access until then. Fees already paid are not refundable except where the law requires it or where this Policy expressly says otherwise (see §6). We do not refund or prorate a partial month on cancellation, and (subject to §6.3–§6.5) we do not refund the unused remainder of an annual plan. The Free tier is never charged, so there is nothing to refund there. No savings-based charge is active, so there is no savings-based charge to refund. Savings, quality, and uptime are not guaranteed.

2. Subscription tiers and what you pay

2.1 Tiers. As of the date of this Policy, the self-serve tiers are:

Tier names, entitlements, and prices are those shown on the then-current published pricing page and at checkout, which govern. Price-change machinery is in §10.1.

2.2 Annual plans. A tier may be purchased on a monthly or an annual Subscription. The annual price is the annual price shown on the then-current published pricing page or at checkout. An annual plan is prepaid for the full annual period and renews annually unless cancelled (see §4 and §5).

2.3 Flat platform fee only — no savings share, no markup at launch. Each paid tier is a flat platform Fee (monthly or annual). At launch, that is the entire charge from Recovea: there is no usage-based fee, no per-token fee, no markup on Provider tokens, no savings-share, and no gain-share billed by Recovea. You bring and own your own Provider Keys (e.g., OpenAI / Anthropic / OpenRouter), Recovea proxies your requests in-path as a neutral conduit, and you pay your Providers directly under your own Provider accounts and relationships; Recovea does not resell, mark up, sponsor, fund, or take custody of Provider tokens or Provider spend, and is not a party to your Provider relationship. Recovea's invoice to you is the Subscription Fee, nothing more. See the BYO-Key Addendum.

2.4 Capability and pricing-model reservation. 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 Policy unless Recovea expressly states otherwise. Recovea may offer subscription, usage-based, and savings-/outcome-based pricing models; any savings-/outcome-based model applies only on Customer's separate, affirmative election. A future savings-based or outcome-based charge is contemplated but is NOT active and is NOT charged under this Policy, and any such charge may be introduced only on separately disclosed, separately agreed terms with affirmative re-consent (its own Order-Form schedule, with its own measurement, refund, and dispute mechanics). Until and unless that happens, there is no savings-based amount to refund, prorate, or dispute.

2.5 The Subscription is a platform fee, not a savings promise. The Subscription Fee is payable regardless of how much you save. Savings are never guaranteed. Consistent with the Recovea honesty bar, Recovea does not state a present-tense or guaranteed savings amount or percentage; any savings figure shown to you is your own measured number as recorded in your Ledger — it is not a billed amount and not a promise. The cost-reduction Levers offered are exact-cache and deduplication only; where enabled on your plan, they produce no change to returned content for exact-cache hits, and their effect is labeled "measured"/"applied," never "verified." Nothing in this Policy entitles you to a refund based on the savings you did or did not achieve (see §6.6 and ai-output-and-no-guarantee-disclaimer.md).

2.6 Free tier. The Free tier carries no charge and is observe-only and in-path (metered, metadata-only, with no Levers or spend-control enforcement). Because nothing is billed for it, there is no refund question for the Free tier, and the refund terms in §6 do not apply to it. As stated in §1.6, the Free tier does not auto-convert to any paid plan.

2.7 Regulated and special-category data. The Service is not HIPAA- or PCI-validated, and Recovea is not a HIPAA Business Associate. You must not submit protected health information, payment-card cardholder data, biometric identifiers, government identifiers, children's data, or other special-category or regulated data through the Service unless separately agreed in a signed writing. You are solely responsible for compliance and for not transmitting such data; this does not change the billing or refund terms of this Policy.

2.8 Taxes. Quoted prices are exclusive of taxes. You are responsible for applicable U.S. sales, use, or similar transaction taxes (other than taxes on Recovea's net income), which may be added to your charge by Stripe or by Recovea based on Recovea's U.S. economic-nexus posture. The Service is U.S.-only; no EU/UK VAT/GST or consumer cooling-off framing applies.

2.9 Currency. Prices are stated and charged in U.S. dollars (USD) unless your checkout indicates otherwise. Your card issuer may apply foreign-exchange or cross-border fees that Recovea does not control and does not refund.

3. Billing, payment processing, and your card

3.1 Stripe is the processor. Card payments are processed by Stripe, LLC ("Stripe"; successor by conversion to Stripe, Inc., effective 2026-01-03), Recovea's payment sub-processor (see subprocessors.md). When you subscribe, you authorize Recovea, through Stripe, to charge your payment method for the applicable Subscription Fee and any taxes, now and on each renewal, until you cancel.

3.2 We do not store full card numbers. Recovea does not store your full payment-card number. Card data is collected and stored by Stripe under Stripe's terms and security program; Recovea retains only limited billing metadata (for example, the last four digits, card brand, expiry, and a Stripe customer/charge identifier) needed to operate the Subscription and support you. Your use of card payment is also subject to Stripe's terms. Recovea is not a PCI cardholder-data environment and makes no PCI certification claim — Stripe handles card data.

3.3 Billed in advance. Each Subscription period (one month for monthly plans; one year for annual plans) is billed in advance at the start of the period. The first charge occurs when you subscribe; each renewal charge occurs at the start of the next period (see §4).

3.4 Accurate billing information. You agree to keep your payment method and billing contact current. If your card is updated automatically by Stripe's card-updater services, the updated card may be used for renewals.

4. Auto-renewal — please read

> Your Subscription renews automatically. It will continue and your card will be charged each period (monthly or annually) until you cancel. To stop being charged, you must cancel before your next renewal date, as described in §5. You can cancel online at any time, and cancellation is at least as easy as signing up (§5.1).

4.1 Automatic renewal. Each paid Subscription renews automatically at the end of each billing period for another period of the same length, at the then-current price for your tier, and your payment method is charged for the new period in advance.

4.2 No automatic expiration. A paid Subscription does not lapse on its own. It continues, and charges continue, until you cancel it (§5) or it is terminated under the Terms.

4.3 Renewal date and amount. Your renewal date is the periodic anniversary of your Subscription start, as shown in your account billing settings and on your Stripe receipts. The renewal amount is the published price for your tier and plan at the time of renewal (see §10 for price changes).

4.4 Receipts and pre-renewal reminders. Recovea (directly or through Stripe) sends a receipt for each charge to your billing email. Where required by applicable federal law (FTC Act §5 and the Restore Online Shoppers' Confidence Act (ROSCA), 15 U.S.C. §8401 et seq.) or an applicable state automatic-renewal law (for example, the California Automatic Renewal Law, Cal. Bus. & Prof. Code §17600 et seq., and analogous state statutes), and for annual plans in all events, Recovea sends an advance pre-renewal reminder before the renewal charge, disclosing the renewal date, the amount, and how to cancel. If Recovea fails to send a required annual pre-renewal reminder, the associated renewal charge is refundable on your request made within thirty (30) days of that charge (§6.8).

4.5 Your consent to recurring charges; consent record. By subscribing, you acknowledge this auto-renewal disclosure, which is presented conspicuously and separately at checkout, and you affirmatively consent to recurring charges to your payment method until you cancel. Recovea captures and retains a timestamped record of your affirmative consent — including the disclosure presented to you, the date and time of consent, and the consenting account — and retains it for so long as it is operationally and legally relevant, including to support billing-dispute and chargeback defense under §9. This clear disclosure is intended to set accurate expectations and support honest auto-renewal compliance; it does not waive any non-waivable rights you may have under applicable law.

5. How to cancel

5.1 Self-serve cancellation, at least as easy as sign-up. You can cancel a paid Subscription yourself at any time, online, from your account's billing settings in the Recovea dashboard, in the same medium in which you signed up and without any added steps. No phone call, email, retention offer, "save" flow, or human approval is required to cancel. This simple, symmetric cancellation is designed to meet the "simple cancellation" requirements of applicable federal law (ROSCA) and state automatic-renewal statutes.

5.2 When cancellation takes effect. Cancellation is effective at the end of your then-current paid billing period. It is not immediate and does not retroactively unwind the current period. When you cancel:

• you are not charged again (no further renewals occur);
• your Subscription remains active and you keep full access through the end of the period you have already paid for; and
• at the end of that period, the paid Subscription ends and your account moves to the Free tier (observe-only) or to a cancelled state, as applicable.

5.3 No partial-period proration on cancellation. If you cancel partway through a billing period, you keep access until the end of that period and are not refunded for the unused portion. Recovea does not prorate or refund a partial period on cancellation. Stated plainly: cancelling on day 2 of a month and cancelling on day 28 of a month both result in access through the end of that paid month and no refund of that month's Fee. For annual plans, see §5.6.

5.4 Cancellation vs. account deletion. Cancelling your Subscription stops future charges and ends paid access. It is not, by itself, a request to delete your account or your data; data export and deletion are described in §7 and governed by data-retention-and-deletion-policy.md and the DPA.

5.5 Termination by Recovea. Recovea may suspend or terminate a Subscription for material breach of the Terms or the AUP, non-payment, or a genuine security or legal risk, as described in those documents. Because the gateway is designed to fail open (§7.1), suspension or termination is designed to revert your traffic to your own Provider rather than take your application down; this is a design objective and a reversible exit, not an availability or correctness warranty.

• Termination for your breach / non-payment / AUP violation: no refund of the current or any prior period is owed.
• Recovea-initiated termination for convenience (no fault of yours): Recovea will refund the pro-rata unused portion of any prepaid period (the remaining whole days of a monthly term, or the remaining whole months of an annual term) as of the effective date of termination. This no-fault refund is computed the same way as the subprocessor-objection refund in §6.4 (which uses the same whole-days / whole-months convention stated above) and matches the discontinuation refund stated in the Terms (Terms §16.5).

5.6 Annual-plan cancellation. If you cancel an annual plan:

• you keep full access through the end of the annual period you prepaid, and the plan does not auto-renew for the next year;
• consistent with §5.3 and §6.1, Recovea does not refund the unused remainder of a prepaid annual period on a Customer-initiated cancellation, except (i) where required by law (§6.3), (ii) on a Recovea-initiated no-fault termination (§5.5), (iii) on a sustained subprocessor objection (§6.4), or (iv) as a discretionary goodwill matter (§6.5).

This no-refund-of-annual-remainder position applies to U.S. business-to-business self-serve buyers; no EU/UK consumer cooling-off right is imported.

5.7 Confirmation of cancellation. Promptly after you cancel, Recovea sends an electronic confirmation to your billing/account email stating that your cancellation has been received, the effective date of cancellation (the end of your then-current paid period), and that no further renewal charges will occur. Recovea retains a timestamped record of the cancellation. This confirmation supports both your records and applicable state automatic-renewal-law acknowledgment expectations.

6. Refunds

6.1 Non-refundable by default (B2B no-remainder). Except as required by applicable law or as expressly stated in this §6, all Subscription Fees are non-refundable, and your payment obligations are non-cancelable. This includes Fees for the current period when you cancel (§5.3, §5.6) and Fees already paid for prior periods, and there is no refund of the unused remainder of a term. This default protects Fees collected in advance for a Service delivered over the period and bounds Recovea's refund exposure.

6.2 No proration of a partial period. Consistent with §5.3, Recovea does not refund or prorate a partial period on cancellation. Access continues to the end of the paid period instead of a cash refund.

6.3 Refunds required by law. Nothing in this Policy limits any non-waivable refund or cancellation right you have under applicable law. Where applicable U.S. federal law (including ROSCA) or a state automatic-renewal statute mandates a refund or cancellation right that cannot be disclaimed, that law controls over the non-refundable default in §6.1. The Service is sold business-to-business in the United States; no EU/UK consumer cooling-off framing applies.

6.4 Subprocessor-objection pro-rata refund (DPA carve-out). If Recovea gives you advance notice (default thirty (30) days, with an emergency carve-out giving as much notice as practicable) of an intended new or replacement sub-processor and you reasonably object on data-protection grounds under the DPA, and the parties cannot resolve the objection, then as your sole and exclusive remedy you may terminate the affected portion of the Subscription, and Recovea will provide a pro-rata refund of any Subscription Fees you prepaid for the period after the effective date of that termination (computed on the remaining whole days of a monthly term, or the remaining whole months of an annual term, identically to §5.5). This is the one circumstance in which Recovea refunds an unused prepaid portion on a Customer-initiated exit, and it is stated verbatim and computed identically to the corresponding remedy in the DPA, subprocessors.md, and data-retention-and-deletion-policy.md (thirty (30) days' notice; bounded exclusive remedy = terminate affected portion + pro-rata refund).

6.5 Billing and metering errors — mandatory refund on discovery; separate discretionary goodwill refunds. If an error in Recovea's billing, metering, or Fee computation caused you to pay Recovea more than the correct amount (including a duplicate charge), Recovea will credit or refund the difference promptly upon discovery, whether or not you noticed or requested it — this correction is mandatory, not discretionary (Terms §5.8, which this Policy mirrors). If such an error caused you to pay Recovea less than the correct amount, Recovea may correct it retroactively only for the ninety (90) days preceding discovery, with notice and reasonable documentation, and will offer a payment schedule at least as long as the period the error persisted. For usage-metered (Metered Component) charges, the Usage-Based Billing Schedule's stricter rule controls: under-billing of Metered Components is corrected prospectively only, and Recovea does not back-bill Metered Component amounts for any period earlier than the then-current Billing Period; the ninety (90)-day correction window above applies to flat-subscription billing errors (for example, a mis-applied plan price). No Fees accrue for any period after the Service is discontinued or has been continuously unavailable for more than thirty (30) days, and amounts charged for such a period are refundable on the mandatory basis of this §6.5. If you believe you were charged in error, contact billing support within a reasonable time (see §12) and Recovea will investigate and correct any genuine error. Separately from error correction, Recovea may, at its sole discretion and as a goodwill matter, issue a refund or credit in other individual cases; any such goodwill refund is case-specific, is not an admission, and does not create a right to a refund in any other case.

6.6 No money-back-savings guarantee. There is no refund tied to savings outcomes. Recovea does not offer a money-back-savings guarantee and does not refund the Subscription Fee on the basis that you saved less than you expected, or nothing at all. Savings are never guaranteed (§2.5), and no savings-based charge is live at launch. The Subscription sells control (and, on the paid tier, exact-cache/dedup Levers where enabled, with no change to returned content for exact-cache hits) — not a guaranteed savings result, model-quality result, or uptime result.

6.7 No instant-refund promise. Where a refund is due under this Policy or by law, Recovea processes it through Stripe to your original payment method. Recovea does not promise an instant or same-day refund. The time for funds to appear depends on Stripe and your card issuer and is outside Recovea's control.

6.8 Missed annual-renewal reminder. For annual plans, Recovea sends an advance pre-renewal reminder before each renewal charge (§4.4). If Recovea fails to send a required annual pre-renewal reminder, the associated renewal charge is refundable on your request made within thirty (30) days of that charge, notwithstanding §6.1. This backstop keeps the annual auto-renewal honest; it applies to the missed-reminder renewal charge only and does not create any other refund right.

7. What happens at cancellation — exit, export, and deletion

7.1 Clean exit via base_url revert (designed to fail open). Recovea is an in-path gateway you point your application at by changing your base_url to api.recovea.ai. Your exit is a one-line, reversible configuration change: revert your base_url to your Provider and your traffic flows directly to your Provider on your own Provider Keys, with no Recovea layer in the path. The gateway is designed to fail open to that baseline passthrough, so winding down a Subscription does not require a risky migration. "Fail open" is a design objective and a reversible exit, not an availability or correctness warranty; once a response begins streaming, a failure surfaces as a clean error rather than a silent splice, and Recovea does not claim mid-stream failover. (On the Free tier the same one-line revert removes the in-path observe-only layer; there are no Levers or spend-control enforcement to disable.) See availability-and-sla-statement.md.

7.2 Access through the paid period. As stated in §5.2 and §5.6, paid access continues through the end of the period you have already paid for. Cancellation simply stops the next renewal.

7.3 Export window. After your paid Subscription ends, Recovea makes your exportable account data (including your Usage Data and Ledger history) available for export for a window of thirty (30) days so you can retrieve it before deletion, consistent with data-retention-and-deletion-policy.md and the DPA.

7.4 Deletion — honest immutable-Ledger carve-out. After the export window, Recovea deletes Customer Personal Data on the timeline and in the manner set out in data-retention-and-deletion-policy.md and the DPA. You should understand an honest limit on deletion: Recovea maintains a hash-chained, append-only, content-free metering Ledger that records usage metadata (such as model, token counts, finish_reason, cost, and timestamps) and is immutable and tamper-evident by design — it cannot be selectively edited or rewritten without breaking the cryptographic chain that makes it trustworthy. As permitted by law, Recovea retains a content-free integrity record (a tombstone plus a severance of the customer_id linkage to null, run via recoveactl erase-customer). As a result:

• What is deleted: your account personal data (such as your email and account-level identifiers), and any request/response bodies you specifically opted in to capturing (bodies are not captured by default; by default Recovea persists Usage Data metadata and, on the paid tier, a cache keyed by request hash — see data-retention-and-deletion-policy.md).
• What persists: the content-free entries in the hash-chained, append-only Ledger (and any equivalent immutable audit records). These contain usage metadata only — no prompt or completion content — are retained as the integrity record of metering and where law requires retention (including statutory billing-record retention of approximately seven (7) years), and Recovea will, where feasible, sever or pseudonymize the identifier linkage so the retained rows are not tied to your identity.

This carve-out is stated honestly so that "deletion" is not over-promised, and is the same verbatim carve-out used across the Privacy Policy, DPA, Retention, Security, and AUP. recoveactl erase-customer is operator-run and partly manual at v1; independently audit-verifiable erasure is planned, not live. A blanket deletion promise would contradict the append-only chain and is not made.

7.5 Region. The Service operates from AWS region us-east-1 (N. Virginia), United States, and Recovea, Inc. is a U.S. (Delaware) corporation. Export and deletion occur within that environment. (BYO-CMK, additional regions, high availability, tested disaster recovery, and a SOC 2 report are roadmap, not live today, and are not promised by this Policy — see security-statement.md.)

8. Failed payments, dunning, upgrades, and downgrades

8.1 Failed payments and dunning. If a renewal charge fails (for example, an expired or declined card), Stripe may retry the charge per its standard dunning schedule, and Recovea will notify your billing contact and ask you to update your payment method. If payment remains unresolved after the retry/grace window, Recovea may suspend or downgrade the paid Subscription. Because the gateway is designed to fail open, a payment-related suspension is designed to revert your traffic to your own Provider rather than take your application down. No refund is owed for a period not paid for, and amounts genuinely owed remain payable.

8.2 Customer-set budget controls (not a Recovea guarantee). You may set your own budget caps and kill-switch via the Breaker, with alerts at 50/80/95% of a budget you define. When you reach a cap you set, spend is designed to stop at that cap. This is a Customer-configured control and a design objective, not a warranted hard stop or a Recovea overspend guarantee; allocation of runaway Provider spend is governed by the BYO-Key Addendum. A Customer-set cap does not generate any Recovea refund or credit.

8.3 Upgrades. If you upgrade (e.g., Free → a paid plan), the higher entitlements and the price change apply as described at checkout. An upgrade may take effect immediately, with the price difference handled either at the next renewal or via a prorated upgrade charge, as indicated at checkout. A prorated upgrade charge is a forward charge for added service, not a contradiction of the no-refund-on-cancellation rule.

8.4 Downgrades. If you downgrade (e.g., a paid plan → Free):

• the downgrade takes effect at the next renewal, not immediately;
• you keep the higher tier's access and entitlements through the end of the period you have already paid for;
• no refund or credit is issued for the difference between tiers for the current period (consistent with §5.3 and §6.1); and
• on a downgrade to Free, your account moves to observe-only metering (in-path, metadata-only, with no Levers or spend-control enforcement) at the next renewal, and the paid-tier Levers and features stop applying from that point.

8.5 Switching monthly ↔ annual. Switching from monthly to annual takes effect as indicated at checkout (typically immediately, with the annual Fee charged then and the next renewal set one year out). Switching from annual to monthly takes effect at the end of the prepaid annual period and does not generate a refund of the prepaid annual remainder (consistent with §5.6 and §6.1).

9. Chargebacks, collection costs, and interest

9.1 Contact us first. If you have a billing question or dispute, please contact billing support first (see §12) so we can resolve it directly. Most disputes are billing questions we can resolve quickly without a chargeback.

9.2 Chargebacks. If you dispute a charge with your card issuer (a chargeback) rather than contacting Recovea first, Recovea may suspend the affected Subscription pending resolution and may contest the dispute with evidence of this Policy, the timestamped record of your affirmative consent to recurring charges (§4.5), the access provided, and the value delivered. A chargeback does not relieve you of amounts genuinely owed under the Agreement.

9.3 Improper chargebacks; recovery of costs (mutual). Filing a chargeback for a charge that is valid under this Policy and the Terms (for example, an auto-renewal you consented to and for which access was provided) may be treated as a breach. To the extent permitted by law and consistent with Stripe's dispute terms, Recovea reserves the right to recover (a) the disputed amount, (b) any associated chargeback, dispute, or representment fees Recovea incurs, (c) reasonable costs of collection, and (d) interest on past-due, validly owed amounts at the lower of 1.5% per month or the maximum rate permitted by law, accruing from the due date — and to decline future service. Recovery of attorneys' fees and costs is mutual: in any dispute over a validly owed or improperly disputed charge, the prevailing party is entitled to recover its reasonable attorneys' fees and costs to the extent permitted by law. Where applicable state law (for example, Cal. Civ. Code §1717) makes a one-sided attorneys'-fee provision reciprocal, it applies reciprocally.

10. Changes to pricing and to this Policy

10.1 Price changes. Recovea may change Subscription prices. A price change applies to your Subscription only at your next renewal after notice, never retroactively to a period you already paid for. Where a price change or a change to the auto-renewing charge is material, Recovea will give advance notice and obtain any legally required renewed affirmative consent before the change takes effect, including as required by applicable state automatic-renewal statutes and ROSCA, and especially for annual plans. If you do not accept a new price, you may cancel before the change takes effect under §5.

10.2 Future savings-/outcome-based pricing. As stated in §2.4, any savings-/outcome-based charge is off at launch and is not charged under this Policy. If Recovea later introduces such a model, it will be a separately disclosed and separately agreed billing change (its own Order-Form schedule with affirmative re-consent and its own measurement, refund, and dispute mechanics), applied only on a forward basis after notice and the required consent, and only on Customer's affirmative election; it is never retroactive and is not charged under this Policy.

10.3 Policy changes. Recovea may update this Policy. Material changes will be communicated as described in the Terms and take effect prospectively. Your continued use after the effective date constitutes acceptance, to the extent permitted by law.

11. Order of precedence

In the event of a conflict, the following order controls for the subject matter each governs: (1) a separately signed Order Form or master agreement for that Customer (where it so states); (2) the MSA (where one is signed); (3) the DPA, for the processing of Customer Personal Data; (4) the BYO-Key Addendum, for Provider Key handling, Provider Terms, Provider Charges, and runaway-spend allocation; (5) the Terms and other incorporated policies, including this Policy; in each case, lower-ranked documents control for the matters they uniquely cover. The BYO-Key Addendum's carve-out does not displace the DPA or the liability/indemnity architecture. This precedence ladder is identical to the one stated in the Terms and the DPA.

12. Contact and notices

Questions about billing, renewals, cancellation, downgrades, or refunds: through your account billing settings or legal@recovea.ai. Data-protection, export, and deletion questions: privacy@recovea.ai. Security matters: security@recovea.ai. Intellectual-property/DMCA matters: dmca@recovea.ai. General legal notices: legal@recovea.ai, with a copy by mail to Recovea, Inc., 2810 N Church St STE 89986, Wilmington, DE 19802. Notices to you may be sent to your billing or account email or posted in the dashboard, and are deemed received as set out in the Terms.

13. Definitions used in this Policy

Capitalized terms not defined here have the meanings in the Terms. The terms most used in this Policy:

• "Service" — the Recovea AI-spend gateway, the Ledger, dashboard, and related managed functions made available on the Free and paid tiers (api.recovea.ai).
• "Subscription" — a paid plan, billed monthly or annually in advance.
• "Order Form" — a separately signed order or master agreement for a Customer, which controls over this Policy for any conflicting term it covers.
• "Fees" — the Subscription Fees and any applicable U.S. taxes charged for the Service.
• "Customer Personal Data" — personal data that Recovea Processes on the Customer's behalf in providing the Service, as defined and governed by the DPA.
• "Billing period" — the one-month (monthly plan) or one-year (annual plan) period for which a Subscription Fee is charged in advance.
• "Renewal date" — the start of each new billing period, on which the next charge is made unless you have cancelled.
• "in-path" — the paid-tier mode in which your traffic transits Recovea as a neutral conduit (you point your base_url at api.recovea.ai). The Free tier is observe-only and in-path (metered, metadata-only, with no Levers or spend-control enforcement).
• "Levers" — at launch, the exact-cache and deduplication/single-flight measures that, where enabled on your plan, apply in-path on the paid tier to reduce measured cost, producing no change to returned content for exact-cache hits; labeled "measured"/"applied," never "verified."
• "the Ledger" — Recovea's hash-chained, append-only, content-free record of usage metadata, immutable and tamper-evident by design and offline re-derivable.
• "Provider" / "Provider Keys" — the LLM Provider (e.g., OpenAI, Anthropic, OpenRouter) the Customer routes to under its own account, and the Customer's own API keys for that Provider. The Customer owns the Provider relationship and pays the Provider directly; Recovea is not a party to it.
• "sub-processor" — a third party Recovea engages to process data in providing the Service (Recovea's sub-processors are AWS for hosting/compute/storage and Stripe for payments, plus any others listed in subprocessors.md). The LLM Providers the Customer routes to are the Customer's own processors / customer-directed recipients / independent controllers, not Recovea's sub-processors.

Any future savings-/outcome-based charge is not active and is not charged under this Policy and would require separate disclosure and affirmative re-consent (see §2.4 and §10.2).

14. General legal terms (summary; the Terms control)

This Policy is part of the Agreement, and the full legal machinery lives in the Terms and the documents they incorporate. The following pointers are provided so this Policy can be read on its own; in any conflict, the Terms control.

14.1 Disclaimers (AS IS / AS AVAILABLE). The Service is provided on an AS IS and AS AVAILABLE basis. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RECOVEA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY OF SAVINGS, COST REDUCTION, QUALITY, UPTIME, AVAILABILITY, OR THE ACCURACY OR FITNESS OF ANY THIRD-PARTY AI OUTPUT. There is no contractual uptime SLA and no service credits at launch; the reliability mechanism is the fail-open design and the reversible base_url re-point (§7.1). This disclaimer is mirrored, and never narrowed, across the Terms, availability-and-sla-statement.md, and ai-output-and-no-guarantee-disclaimer.md.

14.2 Limitation of liability. Recovea's liability for matters arising out of or relating to billing, refunds, and cancellation is subject to the limitation-of-liability provisions in the Terms, which apply identically across the pack. In summary: (a) mutual exclusion of indirect, incidental, special, consequential, exemplary, or punitive damages and of lost profits, revenue, goodwill, or data, even if advised; (b) a general cap on each party's aggregate liability equal to the greater of (i) the total Fees paid by Customer to Recovea in the twelve (12) months before the event and (ii) US $25,000; (c) an enhanced (super) cap of two times (2×) the general cap for breach of confidentiality and breach of data-protection/security obligations, applied symmetrically to both parties; and (d) uncapped matters comprising a party's indemnification obligations, Customer's payment obligations, Customer's breach of the license / Acceptable Use / IP-ownership terms, and a party's fraud or willful misconduct (to the extent not waivable); a party's gross negligence remains subject to the caps to the fullest extent permitted by applicable law, and where that law does not permit it to be so limited, such liability is limited to the maximum extent that law permits. These limitations apply notwithstanding any failure of essential purpose of a limited remedy and form a basis of the bargain. The fixed-dollar floor exists because a bare trailing-twelve-month-Fees cap could otherwise be illusory at self-serve price points.

14.3 Dispute resolution; arbitration; class-action waiver. Any dispute arising out of or relating to billing, renewal, cancellation, chargebacks, or refunds is resolved under the dispute-resolution provisions of the Terms, which provide for binding individual arbitration before the American Arbitration Association (AAA) under its Commercial Arbitration Rules, by one arbitrator, seated in Wilmington, Delaware (judgment on the award may be entered in any court of competent jurisdiction), and a class-action, collective, and representative-action waiver (claims brought only in an individual capacity). Carve-outs to court (Delaware state or federal courts in Wilmington) are: (a) claims for injunctive or equitable relief for actual or threatened infringement or misuse of intellectual property or breach of confidentiality; and (b) small-claims matters within that court's jurisdiction. Each party bears its own fees per the AAA Commercial Rules; the Service is a business-to-business, business-property service and the parties intend the AAA Commercial Rules to apply, subject to the Terms' consumer-rules fallback (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 — Terms §24.2) and the Terms' mass-arbitration protocol (batching/bellwether staging with tolling and the small-claims election — Terms §24.7), which travels with the fallback. This architecture is locked and identical across the Terms, this Policy, and the public website terms, which have been conformed to it.

14.4 Governing law and venue. This Policy is governed by the laws of the State of Delaware, excluding its conflict-of-laws rules; the U.N. Convention on Contracts for the International Sale of Goods does not apply. Any court proceeding permitted by §14.3 lies in the Delaware state or federal courts in Wilmington (or, for arbitrable matters, the arbitral seat in Wilmington, Delaware). The Service is U.S.-only; no EU/UK/Swiss law or forum applies.

14.5 Indemnification. The indemnification obligations are as set out in the Terms and are not modified by this Policy. In summary, Recovea defends Customer against third-party claims that the Service as provided infringes a U.S. patent, copyright, or trade secret (excluding Provider outputs/models, Customer Content/Data/keys, combinations or modifications not made by Recovea, and use outside the Documentation or in breach), with the sole remedy being to procure the right, modify, replace, or terminate and refund prepaid, unused Fees — subject to the general cap in §14.2. Customer defends Recovea against claims arising from Customer Content/Data, Customer's BYO-key and Provider use, and Customer's use in violation of the AUP or law. Standard procedure (prompt notice, sole control of defense, reasonable cooperation) applies.

14.6 Electronic communications and e-sign consent. You consent to receive billing-related communications — receipts, invoices, renewal reminders, price-change notices, dunning notices, cancellation confirmations, and refund confirmations — electronically, by email to your billing/account address or by posting in the dashboard, and you agree that such electronic records and your electronic acceptance at checkout satisfy any legal requirement that these communications be in writing, consistent with the U.S. ESIGN Act and applicable state UETA. You may withdraw consent to electronic communications only by closing your account; withdrawal does not apply retroactively.

14.7 Assignment. You may not assign or transfer this Policy or the Agreement without Recovea's prior written consent, except to a successor in a merger, acquisition, or sale of all or substantially all of your assets, on written notice. Recovea may assign the Agreement in connection with a reorganization, merger, acquisition, or sale of assets. Any non-permitted assignment is void.

14.8 Force majeure. Recovea is not liable for any delay or failure to perform (other than payment-processing of a refund already due, which it will complete when reasonably able) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disorder, labor disputes, internet or telecommunications failures, power outages, third-party Provider or sub-processor outages, governmental action, and epidemics or pandemics. This does not excuse your payment obligations for Service already provided.

14.9 Entire agreement; severability; waiver; modification. This Policy, together with the Terms and the documents they incorporate, is the entire agreement between you and Recovea regarding billing, renewal, cancellation, and refunds, and supersedes prior drafts and the older @recovea.co materials. If any provision is held unenforceable, the remainder stays in effect and the unenforceable provision is enforced to the maximum extent permitted. Recovea's failure to enforce a provision is not a waiver. Except for changes Recovea makes under §10, this Policy may be modified only as provided in the Terms.

14.10 No securities/investment matter. Recovea is a bootstrap-funded U.S. company; nothing in this Policy concerns investment or securities.

Entity: Recovea, Inc., a Delaware corporation. Notice/registered address: 2810 N Church St STE 89986, Wilmington, DE 19802. Governing law / venue / disputes: State of Delaware (excluding conflict-of-laws rules); binding individual AAA Commercial arbitration seated in Wilmington, Delaware, with a class-action/representative waiver and the IP/confidentiality, injunctive-relief, and small-claims court carve-outs (§14.3–§14.4), locked and identical across the Terms, this Policy, and the public website terms. Hosting / region: AWS us-east-1 (N. Virginia), United States (U.S.-only; no EU reference).