Website Terms of Use
Last updated: 2026-07-25
These Website Terms of Use ("Website Terms" or these "Terms") govern your access to and use of the public websites, marketing pages, developer documentation, blog, and other informational online properties operated by Recovea, Inc., a Delaware corporation ("Recovea," "we," "us," or "our") that link to these Terms (collectively, the "Site"). The Site includes, without limitation, www.recovea.ai, the documentation and developer reference pages, and any subdomains that display or link to these Terms.
PLEASE READ THESE TERMS CAREFULLY. THEY AFFECT YOUR LEGAL RIGHTS, INCLUDING A LIMITATION OF LIABILITY (SECTION 13) AND, FOR DISPUTES THAT ARE NOT CARVED OUT, AN AGREEMENT TO RESOLVE CERTAIN DISPUTES THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS AND A WAIVER OF CLASS ACTIONS (SECTION 17). SECTION 17 INCLUDES A 30-DAY RIGHT TO OPT OUT OF ARBITRATION.
Recovea is a bootstrap-funded United States company. Nothing on the Site or in these Terms constitutes, or is intended to constitute, an offer of investment or securities, and nothing here concerns investment or securities.
0. How You Accept These Terms; Assent
0.1 Affirmative assent. Recovea presents these Terms for your acceptance through a conspicuous assent mechanism — for example, a checkbox or "I agree" control you must select, a scroll-and-accept interface, or, where you proceed past a conspicuous notice that states "by continuing you agree to the Website Terms of Use" with a link to these Terms, your continued use after that notice. By taking the affirmative action presented to you, or by continuing to access or use the Site after such conspicuous notice, you acknowledge that you have read, understood, and agree to be bound by these Terms, including the limitation of liability in Section 13 and the arbitration agreement and class-action waiver in Section 17. If you do not agree, you must not access or use the Site.
0.2 Record of assent. Recovea maintains logs of the notice presented and the assent action taken (including timestamp and version of these Terms). These records evidence the parties' mutual agreement to these Terms. If you access the Site through a means that does not present an assent mechanism, your use remains subject to these Terms to the fullest extent permitted by applicable law; however, the specific provisions identified in Section 0.1 are enforced as a matter of the mutual assent recorded under this Section.
0.3 Authority and eligibility to accept. By accepting, you represent that you are at least 18 years old and that, to the extent you act for an organization, you are authorized to bind it; in that case "you" includes that organization.
1. Who These Terms Are For — Scope and Relationship to Customer Agreements
1.1 Visitors, not Customers. These Terms are written for visitors to Recovea's public marketing and documentation properties — people and organizations who are browsing, reading, evaluating, or learning about Recovea, and who are not yet contracted customers of Recovea's paid or free in-product services. These Terms govern only your use of the Site. They are an informational-resource license; they are not a subscription, a service contract, an order, or a commitment by Recovea to provide any product.
1.2 These Terms do not govern the Service. The "Service" or "Services" means Recovea's hosted products and services, including the in-path API gateway at api.recovea.ai and related account-based functionality, together with the dashboard/console, the recoveactl CLI, any software development kits or libraries Recovea offers, and any other Recovea products and account-based or paid functionality, whether now existing or later released. 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 these Terms unless Recovea expressly states otherwise. Access to and use of the Services are governed by a separate agreement, namely the Recovea Terms of Service / click-through terms, any executed Master Services Agreement ("MSA") or Order Form, the Data Processing Addendum ("DPA"), the BYO-Key Addendum, the Acceptable Use Policy ("AUP"), and the other policies incorporated into them (collectively, the "Customer Agreement"). If you create an account, sign an Order Form, or otherwise use the Services, the Customer Agreement — and not these Website Terms — governs that use. Where the Customer Agreement and these Terms conflict as to the Services, the Customer Agreement controls. These Terms continue to govern your use of the public Site even after you become a customer.
1.3 No conversion. Nothing on the Site or in these Terms creates a customer, agency, partnership, joint venture, fiduciary, employment, or advisory relationship between you and Recovea. Submitting a contact form, requesting a demo, joining a waitlist, or downloading content does not by itself create any such relationship or any obligation on Recovea to provide a product or service.
1.4 Eligibility. The Site is intended for businesses and the professionals who evaluate or operate them; the Services themselves remain for business use only and are not offered or intended for personal, family, or household use. Recovea ships no consumer product: the free tier and the free scan are business tools, evaluated by professionals on their organizations' traffic. By using the Site you represent that you are at least 18 years old and that, to the extent you act on behalf of an organization, you are authorized to do so. The Site is not directed to individuals under 18. You further represent that you have not previously been suspended or removed from the Site or the Services, and that your use of the Site complies with all applicable laws and regulations.
1.5 US operations. Recovea operates from the United States, and the Site is controlled and operated from the United States. Recovea makes no representation that the Site or any Recovea product is appropriate or available for use in any particular location. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local law.
2. Informational Purpose Only — No Reliance
2.1 Informational, not a commitment. All content on the Site — including descriptions of products and features, pricing pages, methodology explanations, documentation, benchmarks, illustrative figures, blog posts, FAQs, and similar materials (collectively, "Site Content") — is provided for general informational purposes only. Site Content is not an offer, a quote, a warranty, a professional opinion, a guarantee, an attestation, or a binding commitment, and it does not form part of any contract unless and until it is expressly incorporated into a Customer Agreement that you and Recovea enter into.
2.2 No reliance. You should not rely on Site Content as the sole basis for any decision. The binding description of what any Recovea product does, what it costs, and what it commits to is the applicable Customer Agreement, Order Form, and the in-product documentation in effect at the time of your subscription — not marketing copy on the Site. To the extent permitted by law, Recovea disclaims any liability for actions taken or not taken in reliance on Site Content.
2.3 Subject to change. Site Content, including product descriptions, feature availability, documentation, and pricing, may change at any time without notice. Recovea may add, modify, suspend, or discontinue any portion of the Site, or any described product or feature, at any time and in its sole discretion. Pricing displayed on the Site is indicative only; the binding price for any subscription is the price stated at checkout or in the applicable Order Form, subject to the terms presented there (including any auto-renewal disclosures, which will be presented separately and conspicuously at the point of sale).
3. Roadmap, "Coming Soon," and Forward-Looking Statements
3.1 Forward-looking statements. Portions of the Site describe Recovea's plans, vision, and items that are under development, planned, "coming soon," in beta, in private preview, or otherwise not yet generally available. These are forward-looking statements. They reflect current intentions and expectations as of the date published, are subject to risks, uncertainties, technical feasibility, and changing priorities, and may change or be abandoned at any time.
3.2 No reliance on roadmap or "Coming" copy. You must not rely on, make purchasing decisions based on, or treat as promised any feature, capability, integration, certification, benchmark, or program that the Site labels (or that is reasonably understood to be) planned, "coming," "soon," "preview," "beta," "in development," or similar. A feature exists, and is committed by Recovea, only when it is generally available and described as such in the in-product documentation and the applicable Customer Agreement. Recovea may from time to time describe capabilities, integrations, certifications, or programs that are planned or under development; none is a present capability or a commitment until generally available and reflected in the in-product documentation and the Customer Agreement, and Recovea reserves the availability and timing of any such capability in its sole discretion.
3.3 No assurance. Recovea undertakes no obligation to update forward-looking statements, and the inclusion of any roadmap item on the Site is not a promise that it will be built, released, priced, or made available to you on any timeline or at all.
4. Savings, Benchmark, and Methodology Content Is Informational
4.1 "We measure your number." Recovea's products are designed to measure and, where applicable, reduce your artificial-intelligence spend against a defined counterfactual on your own traffic, net of quality. Any savings, efficiency, percentage, dollar figure, benchmark, comparison, or illustrative example shown anywhere on the Site is informational and illustrative only. It describes possibilities or past observations in particular contexts; it is not a prediction, guarantee, representation, or contractual commitment that you will achieve any particular result, saving, percentage, or outcome. Your results depend on your traffic, your provider choices, your configuration, and many factors outside Recovea's control.
4.2 "Measured/applied" versus "verified/settled." Recovea distinguishes carefully between two categories of claim, and you should too:
- "Measured" or "applied" savings refers to the savings Recovea's cost levers produce where enabled on your plan — at launch limited to byte-identical exact-cache hits and request deduplication / single-flight, which carry no quality trade-off. These are real but modest and vary with how cacheable your traffic is. Cached responses are byte-identical to what your provider returned; Recovea does not synthesize, alter, or substitute responses on the serve path.
- "Verified," "settled," or "proven" savings is a heightened, reserved term. Recovea uses it only for savings that have passed an evaluation gate defined in Recovea's then-current methodology, are net of quality, and are witnessed and re-derivable in the Ledger (Recovea's hash-chained, append-only, offline re-derivable cost record). Any verification capability, and any associated verified-savings billing, are OFF at launch ("proof pending"), are mechanically disabled, and are not currently available; if Recovea makes them available, it will do so on terms and timing in its sole discretion, and then only for accounts with sufficient Ledger history and a sound calibration corpus. Until then, the Site will not, and you should not, treat any number as "verified" or "settled."
4.3 No headline figure; no implied scale. Recovea deliberately does not publish a headline savings percentage or dollar figure, an unverified industry statistic, or a customer count or market-position claim it cannot substantiate. If you encounter any Site Content that appears to assert a guaranteed saving, a guaranteed quality or uptime outcome, a certification Recovea does not in fact hold, or a "verified" result outside the Ledger-witnessed, eval-gated meaning above, that content is unintended, is superseded by these Terms and the Customer Agreement, and should not be relied upon; please report it to legal@recovea.ai.
4.4 Benchmarks and methodology. Any benchmark, index concept, scoring concept, or methodology described on the Site is provided for transparency and education. It does not constitute professional, financial, accounting, tax, audit, legal, or investment advice, is not tailored to your circumstances, and is not a substitute for your own evaluation and your own advisors. Recovea takes no position on the ownership of any AI provider's output.
5. Subscription, Pricing, and the BYO-Key Model (Informational Summary)
This Section summarizes, for visitors evaluating Recovea, how the commercial model works. It is descriptive only; the binding terms are in the Customer Agreement.
5.1 Bring-your-own-key; Recovea resells no tokens. Recovea operates a neutral, in-path gateway on your own provider accounts and API keys. You bring and own your relationships and accounts with AI providers (such as OpenAI, Anthropic, or OpenRouter), and you pay those providers directly for your model usage. Recovea does not resell, mark up, sponsor, fund, or take custody of provider tokens or provider spend, and Recovea is not a party to your agreements with any provider. Your providers are your own processors/recipients, not Recovea subprocessors. Recovea's role is that of an infrastructure and observability conduit and cost tool.
5.2 What Recovea charges for. Recovea's subscription fee is for the gateway, the control surface, the cost levers where enabled on your plan, and the proof Ledger — i.e., for neutrality, control, and verification. Recovea offers a free observe-only tier and one or more paid tiers. Pricing and billing terms — including any auto-renewal disclosures, consent, reminders, and self-serve cancellation — are those presented to you at checkout or in your Order Form. Recovea may offer subscription, usage-based, and savings-/outcome-based pricing models; any savings-based model applies only on your separate, affirmative election.
5.3 Outcome-based billing is dormant. Any savings- or outcome-based billing is off and disabled at launch and unless and until Recovea designates otherwise in writing. If and when it becomes available, it can be activated only through a separate, conspicuously disclosed Order Form schedule with your renewed, affirmative consent, and only after measured, Ledger-verified savings actually exist for your account. No such fee can bill before that condition is met.
5.4 Fail-open is a design objective, not a warranty. Recovea's architecture is designed to fail open — to fall back to your provider before the first token streams, and to surface a clean error rather than a silent splice if a failure occurs after streaming begins — and the budget controls are designed to stop spend at configured thresholds. These are design objectives and a reversible, one-line exit (you can re-point your base URL away from Recovea at any time). They are not warranties of availability, correctness, mid-stream failover, or a guaranteed hard stop. There is no contractual uptime commitment or service-level guarantee, on the Site or in the Service.
6. Trust Indicators on the Site Create No Attestation
6.1 No attestation from Site display. The Site may describe, depict, or display badges, seals, sample certificates, scores, or similar trust indicators. Any such depiction on the Site is illustrative and explanatory only. The appearance of any attestation, certification, score, badge, seal, or trust indicator anywhere on the Site is not an attestation, certification, audit opinion, rating, endorsement, or verification of you, of any third party, of any product, or of any saving or outcome, and creates no reliance rights in any person. No certification or attestation is issued by, or may be inferred from, Site Content.
6.2 Future issuance is separate and gated. Any attestation, certification, or trust indicator Recovea may offer is not operating as of the date of these Terms. If and when Recovea issues any attestation, certification, score, or trust indicator to any party, it will do so only under separate, specific written program terms, subject to its own conditions, criteria, and disclaimers — never on the basis of, or as represented by, the marketing or documentation copy on the Site. Recovea reserves all rights in its trust-indicator marks and may license their use only under a separate written agreement; you may not use, display, or imply association with any such mark except under a separate written license.
7. Intellectual Property in the Site
7.1 Ownership. The Site and all of its contents — including the visual interfaces, design, layout, graphics, look and feel, text, documentation, code, data, compilations, illustrations, audio, video, and all other elements (collectively, the "Site Materials") — are owned by Recovea or its licensors and are protected by copyright, trademark, trade secret, and other intellectual-property laws. As between you and Recovea, Recovea and its licensors retain all right, title, and interest in and to the Site Materials. All rights not expressly granted in these Terms are reserved.
7.2 Limited license to view. Subject to your compliance with these Terms, Recovea grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the Site and to download and print individual pages of publicly available documentation solely for your internal evaluation and reference. This license does not include any right to resell, redistribute, frame, mirror, or commercially exploit the Site or Site Materials, or to create derivative works, except as expressly permitted in writing by Recovea or as permitted by an applicable open-source license that accompanies specific materials (for example, Recovea's open-source software development kit and any open ledger format and standalone verifier, each of which is governed by its own license, which controls for those materials).
7.3 Trademarks. "Recovea," the Recovea logo, and the Recovea product names and other Recovea marks are trademarks or service marks of Recovea, asserted on a common-law/unregistered basis until any registration issues. You may not use any Recovea mark or logo without Recovea's prior written permission, including as a metatag, in advertising, or in any manner that implies affiliation, sponsorship, or endorsement. Other names and marks appearing on the Site are the property of their respective owners and are used for identification only; their appearance does not imply any endorsement.
7.4 Feedback. If you submit suggestions, enhancement requests, ideas, or other feedback about Recovea or the Site ("Feedback"), you grant Recovea a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, sublicensable license to use, incorporate, and exploit the Feedback for any purpose, without restriction or compensation to you. You represent that your Feedback is yours to give and does not infringe or misappropriate any third-party right, and you should not send Recovea any confidential information as Feedback.
8. Acceptable Use of the Site; Prohibited Conduct
You agree not to, and not to permit any third party to:
(a) use the Site for any unlawful, infringing, fraudulent, deceptive, or harmful purpose, or in violation of any applicable law, regulation, or third-party right;
(b) scrape, crawl, harvest, data-mine, spider, index, or otherwise systematically extract or copy Site Materials or data, except by a search-engine or archival bot operating in good faith within the limits expressly allowed by the Site's robots.txt;
(c) use any automated means (including bots, scrapers, or crawlers) to access, copy, or use the Site or Site Materials for the purpose of developing, training, fine-tuning, evaluating, or otherwise improving any machine-learning model or artificial-intelligence system, or any competing product, dataset, or benchmark, unless your bot's user agent is explicitly permitted to do so in the Site's robots.txt and is used solely for that disclosed AI purpose;
(d) train, fine-tune, or develop any machine-learning model, dataset, benchmark, index, or competing product on the Site Materials, on any Recovea outputs, or on any Recovea Ledger or attestation data, whether obtained automatically or manually;
(e) copy, reproduce, republish, frame, mirror, sell, rent, lease, sublicense, distribute, or otherwise commercially exploit the Site or Site Materials except as expressly permitted in Section 7;
(f) modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Site, or attempt to derive source code, except to the extent that restriction is prohibited by applicable law or expressly permitted by an applicable open-source license;
(g) remove, obscure, or alter any copyright, trademark, or other proprietary notice on the Site;
(h) introduce or transmit any virus, worm, malware, Trojan horse, or other harmful or destructive code, or take any action that imposes an unreasonable or disproportionately large load on, or that damages, disables, overburdens, disrupts, or impairs, the Site or its infrastructure, servers, or networks (including via denial-of-service or excessive automated requests);
(i) attempt to gain unauthorized access to the Site, to any account, server, system, or network connected to the Site, or to any non-public area, data, or materials, whether through hacking, credential mining, security circumvention, or any other means, or probe, scan, or test the vulnerability of the Site except under a separately authorized vulnerability-disclosure arrangement;
(j) circumvent, disable, or interfere with any access control, rate limit, usage limit, or security feature of the Site, or access the Site through any means not intentionally made available by Recovea;
(k) misrepresent your identity or affiliation, or use the Site to harvest or collect information about other visitors; or
(l) use the Site in any manner that violates applicable export-control or sanctions laws, or to access or use the Site from, or on behalf of any person in, any country or by any person subject to such restrictions.
Recovea may investigate and take appropriate action against anyone who, in Recovea's sole judgment, violates this Section, including removing content, restricting or blocking access, and reporting to and cooperating with law-enforcement authorities. Recovea has no obligation to monitor the Site but reserves the right to do so.
9. Third-Party Links and Materials
The Site may contain links to, or content from, third-party websites, products, services, or materials (the "Third-Party Materials") provided as a convenience. Recovea does not control, has not necessarily reviewed, and is not responsible for Third-Party Materials, including their content, accuracy, availability, security, or practices. The inclusion of any link or third-party content does not imply Recovea's affiliation with, sponsorship of, endorsement of, or responsibility for the linked party. Your access to and use of Third-Party Materials is at your own risk and is governed by the third party's own terms and privacy policies, not these Terms. Recovea disclaims all liability arising from your use of, or inability to use, any Third-Party Materials.
10. Privacy
Recovea's collection and use of information about visitors to the Site is described in Recovea's Privacy Policy, available at the "Privacy" link on the Site and incorporated into these Terms by reference for that limited purpose. With respect to data submitted through the Site (such as contact, demo-request, or marketing inquiries), Recovea acts as a controller of that account/prospect/marketing data. To the extent the Customer Agreement and DPA apply to your use of the Services, those documents — not these Terms — govern the Processing of Customer Personal Data (personal data that Recovea Processes on a Customer's behalf in providing the Services) and inference content. You must not submit through the Site any protected health information, payment-card cardholder data, biometric identifiers, government-issued identifiers, children's data, or other special-category or regulated data; the Site is not validated for such data, and Recovea is not a HIPAA Business Associate.
11. Electronic Communications and Consent
By using the Site, contacting Recovea, or submitting information through the Site, you consent to receive communications from Recovea electronically — including by email and by notices posted on the Site — and you agree that all agreements, notices, disclosures, and other communications Recovea provides electronically satisfy any legal requirement that such communications be in writing. You consent to the use of electronic records and signatures in connection with your relationship with the Site under the federal E-SIGN Act and comparable state laws. Marketing communications, where applicable, will honor your opt-out choices.
12. Disclaimers — Site Provided "AS IS"
THE SITE AND ALL SITE MATERIALS AND SITE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RECOVEA, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE "RECOVEA PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
WITHOUT LIMITING THE FOREGOING, THE RECOVEA PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (A) THE SITE OR SITE CONTENT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE; (B) THE SITE WILL BE UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (C) ANY DEFECTS WILL BE CORRECTED; (D) THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY SAVINGS, BENCHMARK, FORWARD-LOOKING STATEMENT, ROADMAP ITEM, OR RESULT DESCRIBED ON THE SITE WILL BE ACHIEVED. ANY MATERIAL OBTAINED THROUGH THE SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM RECOVEA OR THROUGH THE SITE, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you; in that case, such warranties are limited to the minimum scope and duration permitted by law.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE RECOVEA PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR ANY SITE MATERIALS OR SITE CONTENT, OR ANY RELIANCE ON SITE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE RECOVEA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE RECOVEA PARTIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS, IF ANY, YOU PAID TO RECOVEA FOR ACCESS TO THE SITE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY (WHICH, FOR A VISITOR USING THE SITE FREE OF CHARGE, IS ZERO), AND (B) US $25,000. This limitation reflects that the Site is provided to visitors free of charge; commercial liability between Recovea and its customers is addressed separately and exclusively in the Customer Agreement.
The foregoing exclusions and cap do not apply to, and nothing in these Terms limits: your indemnification obligations under Section 14; your breach of the license, Acceptable Use, or intellectual-property terms (Sections 7 and 8); or liability arising from a party's fraud or willful misconduct, in each case to the extent not waivable under applicable law. A party's liability for gross negligence remains subject to the exclusions and cap in this Section 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.
The limitations in this Section and in Section 12 apply to the fullest extent permitted by law, form an essential basis of the bargain, and survive any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you; in that case, the Recovea Parties' liability is limited to the minimum extent permitted by law.
14. Indemnification
To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless the Recovea Parties from and against any and all claims, demands, actions, liabilities, damages, losses, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to: (a) your access to or use or misuse of the Site or Site Materials; (b) your violation of these Terms or of any applicable law or regulation; (c) your violation of any third-party right, including any intellectual-property, privacy, confidentiality, or proprietary right; or (d) any prohibited use under Section 8, including unauthorized scraping or AI-training use. Recovea may, at its own expense, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with Recovea's defense. You may not settle any such matter in a way that imposes any obligation or admission on a Recovea Party without Recovea's prior written consent.
15. DMCA / Copyright Complaints
Recovea respects intellectual-property rights and responds to notices of alleged copyright infringement concerning material on the Site under the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512. If you believe that material on the Site infringes your copyright, please send a written notice to Recovea's designated agent that includes the information required by 17 U.S.C. § 512(c)(3): (i) a physical or electronic signature of the owner or authorized agent; (ii) identification of the copyrighted work claimed to be infringed; (iii) identification of the material claimed to be infringing and information reasonably sufficient to locate it; (iv) your contact information; (v) a statement that you have a good-faith belief that the use is not authorized; and (vi) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on the owner's behalf.
Designated DMCA Agent: Recovea, Inc. — Attn: DMCA Agent / Legal 2810 N Church St STE 89986, Wilmington, DE 19802 Email: dmca@recovea.ai
Recovea may, in appropriate circumstances and in its discretion, remove or disable access to allegedly infringing material and terminate the access of repeat infringers. A counter-notification process consistent with 17 U.S.C. § 512(g) is available to affected parties. Misrepresentations in a notice or counter-notice may subject the sender to liability under 17 U.S.C. § 512(f). The DMCA process described in this Section is not subject to the arbitration agreement in Section 17.
16. Governing Law
These Terms, and any dispute arising out of or relating to these Terms or the Site, are 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. You agree that any dispute that is not subject to arbitration under Section 17, and any matter expressly carved out of arbitration, will be brought exclusively in the state or federal courts located in Wilmington, Delaware, and you consent to the personal jurisdiction of, and venue in, those courts and waive any objection based on inconvenient forum.
17. Dispute Resolution; Arbitration; Class-Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS HOW DISPUTES ARE RESOLVED AND LIMITS THE WAYS YOU CAN SEEK RELIEF. IT INCLUDES A 30-DAY RIGHT TO OPT OUT (SECTION 17.7).
17.1 Informal resolution first. Before initiating any formal proceeding, you agree to first contact Recovea at legal@recovea.ai and describe the dispute, and to attempt in good faith to resolve it informally for at least thirty (30) days.
17.2 Binding arbitration. Except for the Excluded Disputes in Section 17.4, any dispute, claim, or controversy arising out of or relating to these Terms or the Site that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (the "Commercial Rules") then in effect, by a single arbitrator. The parties agree that these Terms govern a business-oriented informational property and a business-property service, and the parties intend the AAA Commercial Rules to apply. 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, then (i) the Consumer Arbitration Rules govern that dispute; (ii) the seat provision yields to any Consumer Arbitration Rules requirement concerning hearing location, and either party may appear remotely; and (iii) Recovea will pay all filing, administrative, and arbitrator fees that the AAA consumer fee schedule assigns to the business. The seat and legal place of arbitration is Wilmington, Delaware, and the arbitration may be conducted by video or telephone where practicable. The arbitrator's award is final and may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees and costs, and administrative and arbitrator fees are allocated as provided by the Commercial Rules.
17.3 Class-action waiver. To the maximum extent permitted by law, you and Recovea each agree that disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, coordinated, or representative proceeding. The arbitrator may not consolidate more than one person's claims (except under the batching protocol in Section 17.6) or preside over any form of representative or class proceeding. If this class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and may proceed in court.
17.4 Excluded Disputes (carve-outs). The following are not subject to arbitration: (a) claims that may be brought in small-claims court, if they qualify and remain in that forum and proceed only in an individual (non-class) capacity; (b) requests for injunctive or other equitable relief to address actual or threatened infringement, misappropriation, or violation of intellectual-property or confidentiality rights, or unauthorized access, scraping, or misuse under Section 8; and (c) the DMCA notice-and-takedown process in Section 15. Claims by non-contracting third parties — including DMCA complainants — are likewise outside any arbitration agreement, and any such dispute will be brought exclusively in the courts identified in Section 16.
17.5 Time limit. To the extent permitted by law, any claim arising out of or relating to these Terms or the Site must be brought within one (1) year after the claim accrues, or it is permanently barred.
17.6 Mass-arbitration (batching / bellwether) protocol. If twenty-five (25) or more demands for arbitration raising substantially similar claims are filed by or with the coordination or assistance of the same or coordinated counsel or organizations, the parties agree that: (a) the demands will be administered under the AAA Mass Arbitration Supplementary Rules (including their Process Arbitrator provisions), which the parties expressly elect; (b) as an initial bellwether stage, claimants' counsel and Recovea each select up to ten (10) demands (up to twenty (20) total) to proceed to merits arbitration first; the remaining demands are stayed, and no filing or administrative fees are due on a stayed demand until it proceeds; (c) after the bellwether awards issue, the parties will engage in a good-faith global mediation informed by those awards before further batches (selected the same way) proceed; (d) any applicable statute of limitations and any contractual deadline are tolled for a demand from the date it is first presented until it is permitted to proceed; (e) any claimant whose demand has been stayed for more than one hundred twenty (120) days after presentation may elect instead to proceed in small-claims court on an individual basis; and (f) if any part of this protocol is held unenforceable, that part is severed and the remainder of this protocol — and the remainder of this Section — remains in full force. A court of competent jurisdiction in Wilmington, Delaware has authority to enforce this protocol.
17.7 30-day right to opt out of arbitration. You may opt out of this Section 17 (other than Section 17.4(b) and Section 17.5, which continue to apply) by sending written notice to legal@recovea.ai, or to Recovea at 2810 N Church St STE 89986, Wilmington, DE 19802, within thirty (30) days after you first accept these Terms. Your notice must include your name, the email or account you use with the Site, and a clear statement that you opt out of arbitration. Opting out does not affect any prior arbitration agreement or any other part of these Terms.
17.8 Severability of this Section. Except as stated in Section 17.3, if any part of this Section is found unenforceable, the remainder will continue in effect.
18. Suspension; Modification and Discontinuation of the Site
Recovea may, at its sole discretion and at any time, with or without notice and without liability, suspend or terminate your access to all or part of the Site for any reason or no reason, and may modify, suspend, limit, or discontinue all or part of the Site (including any feature, content, or documentation). Recovea will have no liability to you or any third party for any such suspension, termination, modification, or discontinuation.
19. Changes to These Terms
Recovea may revise these Terms at any time by posting an updated version to the Site and updating the "Last updated" date, and, for material changes, by presenting a renewed assent mechanism under Section 0 where practicable. Unless otherwise stated, changes take effect when posted. Your continued use of the Site after changes are posted, or your affirmative acceptance where one is presented, constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, your sole and exclusive remedy is to stop using the Site. Material changes will be identified as such where practicable.
20. General
20.1 Entire agreement. These Terms, together with the Privacy Policy and any additional terms expressly incorporated by reference for specific Site features, constitute the entire and exclusive agreement between you and Recovea regarding the Site, and supersede all prior or contemporaneous understandings on that subject. For the avoidance of doubt, the Customer Agreement (where it applies) governs the Services and is not superseded by these Terms.
20.2 Order of precedence. As between these Website Terms and a Customer Agreement, the Customer Agreement controls with respect to the Services and any subject matter it covers; these Website Terms control with respect to your use of the public Site.
20.3 Assignment. You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without Recovea's prior written consent; any attempted assignment in violation of this Section is void. Recovea may freely assign these Terms, in whole or in part, without restriction.
20.4 Force majeure. Recovea will not be liable for any delay or failure to perform, or for any unavailability of the Site, resulting from causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or utility failures, third-party service or infrastructure failures, governmental action, war, terrorism, civil unrest, pandemic, or cyberattack.
20.5 No waiver. Recovea's failure to enforce any provision of these Terms is not a waiver of its right to do so later. Any waiver must be in writing to be effective.
20.6 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
20.7 No third-party beneficiaries. Except for the Recovea Parties (who are intended beneficiaries of the disclaimer, limitation-of-liability, and indemnification provisions), these Terms do not create any third-party beneficiary rights.
20.8 Relationship; headings. You and Recovea are independent contractors; nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship. Section headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."
20.9 Survival. Provisions that by their nature should survive termination of your access to the Site — including Sections 1.2, 2 through 8, and 10 through 20, and the BYO-key conduit, no-resale, not-a-provider-party, and fail-open disclaimers in Section 5 — will survive.
21. Contact
Recovea, Inc., a Delaware corporation 2810 N Church St STE 89986, Wilmington, DE 19802 General/legal inquiries: legal@recovea.ai Copyright/DMCA: dmca@recovea.ai Privacy: privacy@recovea.ai Security: security@recovea.ai
California residents. Under California Civil Code § 1789.3, California residents are entitled to the following notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254. You may also request a copy of these Terms by email at the address above.