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Terms of Service

Last updated June 2026

These Terms of Service (the “Terms”) are a binding agreement between Recovea, Inc. (“Recovea”, “we”) and the business entity using the Recovea website, gateway, APIs, dashboard, and managed services (the “Service”) (“Customer”, “you”). By creating an account, routing traffic through the Service, or signing an order form that references these Terms, you accept them on behalf of your organization and represent you have authority to do so. If you have a signed order form or statement of work with Recovea, it controls over these Terms where they conflict.

The Service is offered to businesses only and is not for personal, family, or household use.

1. The Service

Recovea is an OpenAI-compatible LLM cost gateway and verification platform: it routes your inference traffic to your own model providers using your own provider keys, applies cost-optimization levers per your configuration, and records ledger-measured savings in an auditable ledger. Recovea never resells provider tokens and adds no markup to provider prices. Plan tiers, spend caps, and included features are as published on the pricing page or in your order form.

2. Fail-open; provider relationships

The gateway is designed fail-open: if the Service is degraded, traffic passes through to your provider on your own keys. Your relationships with model providers (OpenAI, Anthropic, Google, and others) are your own: you are responsible for maintaining those accounts, paying those providers, and complying with their terms and usage policies for all traffic you route through the Service. Recovea is not responsible for provider availability, pricing, model behavior, or output content.

3. Your responsibilities

  • Keep your account credentials and API keys confidential; you are responsible for all activity under your account.
  • Ensure you have all rights and lawful bases for the data you route through the Service, and that your instructions to us are lawful.
  • Do not route protected health information, cardholder data, or other specially regulated data through the Service unless agreed with us in writing.
  • Do not use the Service unlawfully, to infringe others’ rights, to attempt to breach the security of the Service or any provider, to probe another tenant, or to build a competing savings-verification product using access to the Service.

We may suspend the Service (in whole or for affected routes) for material breach, non-payment, or a genuine security risk, with notice where practicable. Because the gateway is fail-open, suspension reverts your traffic to your provider; it does not take your application down.

4. Fees, billing & the savings share

  • Subscriptions are billed in advance per the published tier (metered on LLM spend routed), renew automatically each billing period, and may be canceled effective at the end of the current period. Fees are non-refundable except as required by law.
  • The savings share is not billed today — paid tiers are subscription-only until the eval-gated levers are live and a route’s savings clear its quality gate. When it turns on, it is billed in arrears, only on savings measured in the ledger on a cost-per-successful-output basis against the frozen reference price list, after your baseline is locked and the applicable route gate has passed. Your subscription is credited against the share, and whenever ledger-measured savings for a billing period are positive, the share is reduced (down to zero if necessary) so that total Recovea fees for that period do not exceed one-third of ledger-measured savings for that period, as described on the pricing page. The cap reduces the share only: the subscription fee is not reduced or refunded by the cap and remains payable per your tier, including in a period with low or zero ledger-measured savings.
  • If your routed spend exceeds your tier’s cap, we will notify you and you agree to move to the appropriate tier for the next billing period.
  • Fees are exclusive of taxes; you are responsible for all applicable taxes other than taxes on our income. Late amounts may accrue interest at 1.5% per month or the maximum lawful rate, whichever is less.

5. The ledger; invoice disputes

Savings figures shown before measurement (including scan results and observe-only estimates) are estimates only and are not guaranteed. Ledger-measured savings are as recorded in the reconciled monthly ledger snapshot, which is also the invoice basis. If you dispute an invoice or ledger entry, notify us in writing within 30 days of the reconciled monthly close; we will re-derive the disputed entries from the ledger records (hash-chained) and correct any error as an explicit, reason-coded entry. Absent timely notice, the reconciled snapshot is final and binding except for manifest error. You must continue paying undisputed amounts.

6. Your data; our platform

You own your data, prompts, completions, configurations, and ledger history (“Customer Data”). You grant Recovea a limited, non-exclusive license to process Customer Data solely to provide, secure, and support the Service per your instructions and the Data Processing Addendum, which is incorporated into these Terms. We never train any model on Customer Data.

Recovea owns the Service, the platform, and all related intellectual property. Recovea may generate and use content-free, aggregated statistics derived from operation of the Service, such as traffic shapes, lever outcomes, and verification statistics that contain no Customer Data, no prompt or completion content, and do not identify Customer or any person, to operate, secure, benchmark, and improve the Service; such statistics are owned by Recovea. If you give us feedback, we may use it without restriction or obligation.

7. Confidentiality

Each party will protect the other’s non-public information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors under confidentiality obligations, or as required by law with notice where lawful. Confidentiality obligations survive termination for five years; trade secrets, for as long as they remain trade secrets.

8. Publicity

Recovea may identify Customer by name and logo as a customer in customer lists and marketing materials unless you opt out by emailing legal@recovea.ai. Case studies, savings figures, and quotes are published only with your prior written consent.

9. Beta features

Features identified as beta, preview, or early access are provided as-is, may change or be withdrawn at any time, and are excluded from any availability or support commitments.

10. Warranty disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER FORM, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND RECOVEA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RECOVEA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND DOES NOT GUARANTEE ANY PARTICULAR SAVINGS PERCENTAGE OR AMOUNT (savings depend on your traffic, configuration, and providers, are modeled or measured and never guaranteed, and only figures measured in your ledger are billed).

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE IS LIMITED TO THE FEES ACTUALLY PAID BY CUSTOMER TO RECOVEA IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. These limits do not apply to Customer’s payment obligations, Customer’s indemnification obligations, or either party’s liability that cannot be limited under applicable law. Higher caps for enterprise engagements may be negotiated in an order form.

12. Indemnification

Customer will defend and indemnify Recovea against third-party claims arising from (a) Customer Data or the data Customer routes through the Service, (b) Customer’s use of the Service in violation of these Terms, law, or a model provider’s terms or policies, or (c) Customer’s products and services. Recovea will defend Customer against third-party claims that the Service, as provided by Recovea and used per these Terms, infringes a U.S. patent, copyright, or trade secret, and will indemnify finally awarded damages for such claims, excluding claims arising from Customer Data, combinations with non-Recovea systems, or Customer’s providers. The indemnified party must give prompt notice, sole control of the defense to the indemnifying party, and reasonable cooperation.

13. Term, termination & exit

These Terms apply while you use the Service. Either party may terminate for material breach uncured 30 days after written notice; you may cancel a self-serve subscription at any time effective at period end. On termination: amounts accrued (including any savings share through the termination effective date) remain payable; your base URL reverts to your provider in one configuration change; and we make your Customer Data, including your ledger history, available for export for 30 days, then delete it per the DPA. Sections 4–8 and 10–15 survive termination.

14. Compliance & force majeure

Each party will comply with applicable export-control and sanctions laws; you may not use the Service if you are subject to sanctions or located in an embargoed jurisdiction. Neither party is liable for delay or failure caused by events beyond its reasonable control, provided the affected party uses reasonable efforts to mitigate (and, for Recovea, fail-open continues to route your traffic where technically possible).

15. General

  • Governing law & venue: Delaware law, excluding its conflicts rules; exclusive jurisdiction and venue in the state and federal courts of Delaware, and each party consents to them.
  • Assignment: You may not assign these Terms without our consent, except to an affiliate or successor in a merger or sale not involving a Recovea competitor. Recovea may assign these Terms in connection with a merger, acquisition, or sale of assets.
  • Notices: to Recovea at legal@recovea.ai; to you at your account email. Notices are effective on receipt.
  • Changes: we may update these Terms; for material changes we will give at least 30 days’ notice via the Service or email, and continued use after the effective date is acceptance. Changes do not apply retroactively to a then-current order form term.
  • Entire agreement: these Terms, the DPA, the subprocessor list, and any order forms are the entire agreement and supersede prior discussions. If any provision is unenforceable, the rest remains in effect; failure to enforce is not waiver. The parties are independent contractors.

Contact

Questions: legal@recovea.ai.