Effective Date: March 28, 2026 — Last Updated: March 28, 2026
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and RecoverKit ("RecoverKit," "we," "us," or "our") governing your access to and use of the RecoverKit platform, website, APIs, and all related services (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "Customer" refers to that entity.
The Service is intended solely for business use. By using the Service, you represent and warrant that you are accessing it in a business capacity and not as a consumer. Consumer protection statutes that apply solely to consumer transactions do not apply to these Terms.
By creating an account, connecting your Stripe account, or otherwise accessing the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and the Data Processing Agreement referenced in Section 10.6 (each of which is incorporated herein by reference). We may update these Terms from time to time. If we make material changes, we will provide at least thirty (30) days' notice via email or through the Service before the changes take effect. Your continued use of the Service after such notice constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service and cancel your account.
RecoverKit is a software-as-a-service platform that helps subscription businesses recover failed payments. The Service includes:
RecoverKit sends communications on your behalf using third-party providers (Resend for email; Twilio for SMS). You acknowledge that the Service relies on these third-party providers and that RecoverKit is not responsible for outages, delays, or failures attributable to such providers, except as set forth in Section 5 (Service Level Agreement).
We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time with reasonable notice to you.
NO RECOVERY GUARANTEE: RECOVERKIT DOES NOT GUARANTEE ANY SPECIFIC RECOVERY RATE, REVENUE AMOUNT, OR SUCCESS RATE. PAST PERFORMANCE METRICS, CASE STUDIES, OR EXAMPLES DISPLAYED ON THE SERVICE OR MARKETING MATERIALS ARE ILLUSTRATIVE ONLY AND DO NOT CONSTITUTE A WARRANTY OR GUARANTEE OF FUTURE RESULTS. ACTUAL RECOVERY OUTCOMES DEPEND ON FACTORS OUTSIDE RECOVERKIT'S CONTROL, INCLUDING BUT NOT LIMITED TO END-USER PAYMENT METHOD STATUS, END-USER RESPONSIVENESS, AND YOUR STRIPE ACCOUNT CONFIGURATION.
To use the Service, you must create an account and connect your Stripe account via Stripe's OAuth authorization flow. You must provide accurate, complete, and current information during registration.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify RecoverKit of any unauthorized use of your account or any other breach of security.
You must be at least eighteen (18) years old and have the legal capacity to enter into a binding agreement. You must have a valid, active Stripe account in good standing. You represent and warrant that you are using the Service in a business capacity.
Each Stripe account may be connected to only one RecoverKit account at a time.
RecoverKit offers the following subscription plans:
All fees are stated and payable in United States Dollars (USD).
New accounts receive a seven (7) day free trial. No credit card is required to start the trial. At the end of the trial period, you must select a paid plan to continue using the Service. If you do not subscribe, the Service will stop sending recovery communications, but your account data will be preserved for thirty (30) days.
Subscriptions automatically renew on a monthly basis unless cancelled before the next billing date. By subscribing, you authorize RecoverKit to charge your selected payment method on a recurring monthly basis.
If a payment fails on your billing date, RecoverKit will provide a fourteen (14) day grace period during which the Service will continue to operate. RecoverKit will attempt to charge your payment method up to three (3) additional times during the grace period. If payment is not received by the end of the grace period, RecoverKit may suspend the Service for your account.
Any undisputed amount not paid within fourteen (14) days of the billing date may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. RecoverKit may suspend the Service for your account if payment remains outstanding for more than thirty (30) days past due. RecoverKit will provide at least seven (7) days' written notice before any suspension for non-payment.
If you believe any invoice is incorrect, you must notify RecoverKit in writing at support@recoverkit.com within thirty (30) days of the billing date, providing reasonable detail of the disputed amount. Failure to dispute an invoice within this period constitutes acceptance of that invoice. The parties shall use good faith efforts to resolve any billing dispute within fifteen (15) business days. Undisputed portions of invoices remain due and payable regardless of any dispute.
You may cancel your subscription at any time through your account dashboard. Cancellation takes effect at the end of the current billing period. You will retain access to the Service until the end of your paid period. No partial-month refunds will be issued for early cancellation.
Subscription fees are generally non-refundable, except as expressly provided in Section 5.3 (Service Credits). If you experience a material, unresolved Service outage lasting more than seventy-two (72) consecutive hours during a billing period, you may request a pro-rata credit for the affected period by contacting support@recoverkit.com. Refund requests must be submitted within thirty (30) days of the relevant billing date.
We may change our pricing at any time. We will provide at least thirty (30) days' advance written notice of any price increase via email. The new pricing will apply to your next billing cycle after the notice period. If you do not agree to the new pricing, you may cancel your subscription before the new pricing takes effect.
All fees are exclusive of applicable taxes. You are responsible for all taxes, duties, and government levies associated with your use of the Service, excluding taxes based on RecoverKit's net income.
RecoverKit targets monthly uptime of ninety-nine and one-half percent (99.5%) for the Service, measured on a calendar-month basis ("Uptime Target"). Uptime is calculated as:
Uptime % = ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) x 100
"Downtime" means any period during which (a) the Service is materially unavailable, or (b) the Service is unable to send recovery communications (email or SMS) to end-users due to a failure in RecoverKit's systems. Downtime does not include: (i) scheduled maintenance with at least 48 hours' advance notice; (ii) outages caused by third-party providers (Stripe, Resend, Twilio, Anthropic); (iii) force majeure events under Section 20.5; (iv) Customer's Internet connectivity or equipment failures; or (v) suspension of the Service under these Terms.
If RecoverKit fails to meet the Uptime Target in any calendar month, Customer may request service credits according to the following schedule:
Service credits are capped at fifty percent (50%) of Customer's monthly fee for the affected month. Credits will be applied to future invoices and are not redeemable for cash. To request a credit, Customer must submit a written request to support@recoverkit.com within thirty (30) days of the end of the affected month. Service credits are Customer's sole and exclusive remedy for failure to meet the Uptime Target.
You are solely responsible for ensuring that your use of the Service complies with all applicable laws, regulations, and industry standards, including but not limited to laws governing email communications, text messaging, data privacy, and consumer protection in all jurisdictions where your end-users are located.
You represent and warrant that:
You are responsible for ensuring the accuracy and completeness of customer data stored in your Stripe account, including email addresses, phone numbers, and billing information. RecoverKit is not liable for delivery failures or compliance issues arising from inaccurate customer data.
You are encouraged to periodically review the communications sent on your behalf through the Service and to promptly report any concerns to RecoverKit.
You represent and warrant that you maintain adequate insurance coverage and/or financial capacity to satisfy any liabilities that may arise from your use of the Service, including potential claims under the TCPA or similar statutes.
IMPORTANT: This section contains critical legal obligations regarding SMS/text messaging. Violations of federal and state telemarketing and text messaging laws can result in significant statutory damages. Please read this section carefully.
When RecoverKit sends SMS messages to your end-users on your behalf, you are the sender of record. RecoverKit acts solely as a technology service provider and messaging platform that provides the technical infrastructure to transmit messages at your direction. You, not RecoverKit, are the party initiating and authorizing the transmission of each SMS message. RecoverKit does not "initiate" any telephone call or text message within the meaning of 47 U.S.C. § 227 or its implementing regulations; rather, RecoverKit transmits messages solely at the direction and on behalf of Customer, who is the initiator for all purposes under the Telephone Consumer Protection Act. You bear full legal responsibility for the content and lawfulness of each SMS message sent through the Service to your end-users.
Before activating SMS recovery through the Service, you must complete RecoverKit's consent attestation process. By activating SMS, you affirmatively attest and certify that:
This attestation is a material condition of your right to use the SMS features of the Service. Any false or misleading attestation constitutes a material breach of these Terms.
You must maintain complete records of end-user consent for the duration of your use of the Service plus five (5) years after termination. Consent records must include, at minimum: (a) the identity of the consenting end-user; (b) the telephone number to which consent applies; (c) the date and time consent was obtained; (d) the method by which consent was obtained (e.g., web form, point of sale, written agreement); and (e) the specific disclosure language presented to the end-user at the time of consent.
RecoverKit reserves the right to request proof of end-user consent from you at any time. Upon receiving such a request, you must provide the requested consent records within ten (10) business days. If you fail to provide adequate proof of consent within the specified period, RecoverKit may immediately suspend SMS messaging for your account until satisfactory proof is provided.
The Telephone Consumer Protection Act (47 U.S.C. § 227) and its implementing regulations impose strict requirements on the sending of text messages. You acknowledge and agree to the following:
All SMS messages sent through the Service will include opt-out instructions (e.g., "Reply STOP to unsubscribe"). When an end-user opts out, RecoverKit will automatically suppress future SMS messages to that number. You must honor all opt-out requests and must not attempt to circumvent, override, or re-enroll opted-out numbers.
WARNING: Violations of the TCPA can result in statutory damages of $500 per unsolicited text message, and up to $1,500 per message for willful or knowing violations. These damages are per-message and can accumulate rapidly. Class action lawsuits under the TCPA are common and can result in multi-million-dollar judgments. You are solely responsible for ensuring your use of SMS through the Service is lawful.
In addition to federal TCPA requirements, many states have enacted their own text messaging and telemarketing laws that may impose additional obligations, including but not limited to the laws of Florida, Oklahoma, Washington, and other states. You are solely responsible for compliance with all applicable state laws in the jurisdictions where your end-users are located.
You agree to indemnify, defend, and hold harmless RecoverKit, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
Platform Defect Carve-Out: Notwithstanding the foregoing, your indemnification obligation under this Section 7.9 shall not apply to the extent that a claim arises directly from a defect in the RecoverKit platform, including but not limited to: (a) the platform sending duplicate SMS messages due to a software bug; (b) the platform sending SMS messages to end-users who have opted out, where the opt-out was properly recorded in RecoverKit's systems; or (c) the platform sending SMS messages to incorrect telephone numbers due to a data-handling error within RecoverKit's systems. In such cases, RecoverKit's indemnification obligations under Section 15.2 shall apply.
This indemnification obligation survives termination of these Terms and your use of the Service.
RecoverKit reserves the right to immediately suspend or disable SMS messaging for your account if: (a) we reasonably believe that your use of SMS through the Service violates the TCPA, any applicable law, or these Terms; (b) we receive complaints, opt-out requests, or carrier reports indicating potential non-compliance; (c) you fail to provide proof of consent as required under Section 7.4; or (d) you fail to complete or update the consent attestation under Section 7.2.
You acknowledge that emails sent through the Service on your behalf must comply with the CAN-SPAM Act (15 U.S.C. § 7701 et seq.) and its implementing regulations. RecoverKit will include unsubscribe mechanisms in recovery emails. You must honor all unsubscribe requests promptly and must not re-add unsubscribed recipients.
If you have end-users in Canada, you are responsible for ensuring that your use of the Service complies with Canada's Anti-Spam Legislation (S.C. 2010, c. 23). This includes obtaining express or implied consent as required under CASL before sending commercial electronic messages to Canadian recipients.
If you have end-users in the European Union, United Kingdom, Australia, or other jurisdictions with email marketing or electronic communications laws (including GDPR, the UK PECR, and the Australian Spam Act 2003), you are solely responsible for ensuring compliance with all such applicable laws.
You acknowledge that email deliverability depends on maintaining a good sender reputation. RecoverKit reserves the right to suspend email sending for your account if your communications generate excessive spam complaints, bounce rates, or other indicators of poor sending practices.
The Service uses Anthropic Claude artificial intelligence technology to generate recovery email and SMS content. All communications sent through the Service are generated by AI based on available data, including customer tenure, subscription plan, payment failure reason, and your configured preferences (tone, business name, custom instructions).
RecoverKit retains all intellectual property rights in its AI models, algorithms, prompts, prompt templates, training methodologies, and the underlying technology used to generate content ("RecoverKit AI IP"). Subject to your compliance with these Terms, RecoverKit grants you a non-exclusive, non-transferable, revocable license to use AI-generated recovery communications solely for the purpose of communicating with your end-users regarding payment recovery and pre-dunning through the Service. You may not use AI-generated content for any other purpose, including training competing AI models or reverse-engineering RecoverKit's prompts or methodologies.
RecoverKit commits to implementing commercially reasonable content safety measures in its AI content generation systems, including but not limited to prompt engineering safeguards, output filtering, and periodic quality reviews designed to minimize the risk of inappropriate, misleading, or harmful content. Notwithstanding these measures, AI-generated content may not be error-free.
Certain jurisdictions may require disclosure that communications are generated by or with the assistance of artificial intelligence. You are solely responsible for determining whether any AI disclosure requirements apply in the jurisdictions where your end-users are located and for implementing any required disclosures. RecoverKit may, but is not required to, include AI disclosure language in communications sent through the Service. You may configure such disclosures through the Service's settings where available.
You acknowledge that all recovery communications generated by the Service are authored by artificial intelligence, not by human writers. To the extent any jurisdiction requires disclosure of AI authorship in commercial communications, you are responsible for ensuring such disclosure is made.
AI-GENERATED CONTENT IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ACCURACY, APPROPRIATENESS, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE. While RecoverKit designs its AI prompts and systems to produce professional, appropriate recovery communications, AI-generated content may occasionally:
YOU ACKNOWLEDGE AND ACCEPT THAT THE SERVICE SENDS AI-GENERATED COMMUNICATIONS TO YOUR END-USERS AUTOMATICALLY AND WITHOUT PRE-APPROVAL BY YOU FOR EACH INDIVIDUAL MESSAGE. By enabling the Service and connecting your Stripe account, you authorize RecoverKit to generate and send communications on your behalf without requiring your review or approval of each message prior to delivery. You accept full risk and responsibility for all communications sent on your behalf through the Service.
RecoverKit shall not be liable for any damages, losses, claims, or costs arising from or related to AI-generated content, including but not limited to inaccurate information, inappropriate messaging, regulatory non-compliance, reputational harm, or customer complaints arising from AI-generated communications, except to the extent such damages arise from RecoverKit's gross negligence or willful misconduct. Your sole remedy for dissatisfaction with AI-generated content is to discontinue use of the Service.
AI-generated content does not constitute legal, financial, tax, or professional advice. The Service is a communication tool, and the content generated should not be relied upon as a substitute for professional guidance.
You retain all right, title, and interest in and to your data and the data of your end-users ("Customer Data"). Nothing in these Terms transfers ownership of Customer Data to RecoverKit.
You grant RecoverKit a limited, non-exclusive, worldwide license to access, collect, use, process, store, and transmit Customer Data solely for the purpose of providing the Service, including:
With respect to end-user personal data, RecoverKit acts as a data processor on your behalf. You are the data controller. RecoverKit will process personal data only in accordance with your instructions as embodied in your use and configuration of the Service and as described in these Terms and our Privacy Policy.
RecoverKit implements commercially reasonable administrative, technical, and physical safeguards to protect Customer Data from unauthorized access, use, or disclosure. However, no method of transmission over the Internet or electronic storage is completely secure, and RecoverKit cannot guarantee absolute security.
You acknowledge and consent to RecoverKit's use of the following categories of sub-processors to provide the Service: cloud infrastructure providers, email delivery services (Resend), SMS delivery services (Twilio), AI model providers (Anthropic), payment processors (Stripe), and analytics services. RecoverKit will maintain a current list of sub-processors available upon request. RecoverKit will provide at least thirty (30) days' advance written notice before engaging any new sub-processor or materially changing its use of an existing sub-processor. If you object to a new sub-processor, you may terminate these Terms upon written notice within the 30-day notice period.
The parties' Data Processing Agreement ("DPA"), available at recoverkit.com/dpa, is incorporated into these Terms by reference and governs RecoverKit's processing of personal data on Customer's behalf. To the extent of any conflict between the DPA and these Terms, the DPA shall prevail with respect to data processing matters. The core terms of the DPA include:
RecoverKit and its licensors own all right, title, and interest in and to the Service, including but not limited to all software, code, algorithms, AI models and prompts, user interfaces, designs, documentation, trademarks, trade secrets, and other intellectual property embodied in or related to the Service. These Terms do not grant you any rights to RecoverKit's intellectual property except the limited right to use the Service in accordance with these Terms.
You retain all intellectual property rights in your Customer Data. RecoverKit claims no ownership over your business information, customer lists, or brand assets provided through the Service.
If you provide feedback, suggestions, or ideas about the Service ("Feedback"), you grant RecoverKit a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Service without obligation to you.
"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: business plans, pricing, technical data, product plans, customer lists, financial information, source code, algorithms, AI prompts, and trade secrets.
The Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section; and (c) use Confidential Information solely for the purposes of performing under or exercising rights granted by these Terms. The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms by the Receiving Party; (b) was known to the Receiving Party prior to disclosure, without obligation of confidentiality; (c) is rightfully received by the Receiving Party from a third party without restriction on disclosure; (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (e) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party (to the extent legally permitted) and cooperates with the Disclosing Party's efforts to seek a protective order or other appropriate remedy.
Confidentiality obligations under this Section shall survive termination of these Terms for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.
Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) these Terms are duly authorized and constitute a valid and binding obligation; and (c) its performance under these Terms will not conflict with any other agreement to which it is a party.
Customer represents and warrants that: (a) it has obtained all necessary consents and authorizations as required under these Terms; (b) it will comply with all applicable laws in connection with its use of the Service; and (c) all Customer Data provided to RecoverKit is accurate, lawful, and does not infringe any third-party rights.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 13.1 AND 13.2, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RECOVERKIT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RECOVERKIT DOES NOT WARRANT THAT AI-GENERATED CONTENT WILL BE ACCURATE, APPROPRIATE, OR COMPLIANT WITH ANY PARTICULAR LEGAL OR REGULATORY REQUIREMENT. RECOVERKIT MAKES NO WARRANTY REGARDING THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY RECOVERY RATES, REVENUE AMOUNTS, OR SUCCESS RATES.
RECOVERKIT DOES NOT GUARANTEE ANY SPECIFIC RECOVERY RATE, REVENUE AMOUNT, OR SUCCESS RATE. PAST PERFORMANCE, CASE STUDIES, AND ILLUSTRATIVE EXAMPLES DO NOT CONSTITUTE WARRANTIES OF FUTURE RESULTS.
CONSPICUOUSNESS ACKNOWLEDGMENT: BY USING THE SERVICE, CUSTOMER ACKNOWLEDGES THAT THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION PROVISIONS IN THESE TERMS ARE CONSPICUOUS, HAVE BEEN BROUGHT TO CUSTOMER'S ATTENTION, AND THAT CUSTOMER HAS HAD AN ADEQUATE OPPORTUNITY TO READ AND UNDERSTAND THEM. CUSTOMER AGREES THAT THESE PROVISIONS ARE FAIR AND REASONABLE GIVEN THE NATURE OF THE SERVICE AND THE FEES CHARGED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF (OR INABILITY TO USE) THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO RECOVERKIT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations in Sections 14.1 and 14.2 shall not apply to: (a) a party's indemnification obligations under Section 15; (b) a party's breach of Section 12 (Confidentiality); (c) Customer's payment obligations; (d) fraud or intentional misconduct; (e) death or personal injury caused by negligence; or (f) any liability that cannot be excluded or limited by applicable law.
You acknowledge that RecoverKit has set its prices and entered into these Terms in reliance upon the disclaimers and limitations of liability set forth herein, which reflect a reasonable and fair allocation of risk between you and RecoverKit and form an essential basis of the bargain between the parties.
You agree to indemnify, defend, and hold harmless RecoverKit, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all third-party claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:
RecoverKit agrees to indemnify, defend, and hold harmless Customer, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all third-party claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:
RecoverKit's indemnification obligations under this Section 15.2(c) shall not apply if the alleged infringement arises from: (i) modifications to the Service made by Customer; (ii) Customer's combination of the Service with third-party products, services, or data not provided by RecoverKit; (iii) Customer's use of the Service in violation of these Terms; or (iv) Customer's continued use of an allegedly infringing version of the Service after RecoverKit has made a non-infringing alternative available.
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim (provided that failure to give prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation to the indemnifying party at the indemnifying party's expense. The indemnifying party may not settle any claim that imposes obligations on the indemnified party or admits fault on behalf of the indemnified party without the indemnified party's prior written consent.
All indemnification obligations under this Section 15 survive termination of these Terms.
You may terminate your account at any time by cancelling your subscription through your account dashboard. Cancellation takes effect at the end of your current billing period.
RecoverKit may terminate or suspend your account:
Upon termination:
The following sections survive termination of these Terms: Section 7.9 (SMS Indemnification), Section 9 (AI-Generated Content), Section 10 (Data Ownership & Processing), Section 11 (Intellectual Property), Section 12 (Confidentiality), Section 13 (Warranties & Disclaimers), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 16.3 (Data Handling), Section 18 (Dispute Resolution), and Section 20 (General Provisions).
You agree not to use the Service to:
RecoverKit reserves the right to investigate and take appropriate action against any violation of this Acceptable Use Policy, including suspending or terminating your account and reporting violations to law enforcement.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws provisions. The parties acknowledge that these Terms constitute a business-to-business agreement and that the choice of Delaware law is appropriate for such commercial agreements.
Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and Mediation Procedures in effect at the time the arbitration is initiated.
The arbitration shall be conducted by a single arbitrator. Unless the parties mutually agree otherwise, hearings shall be conducted by videoconference or telephone as the default. In-person hearings, if required, shall take place in Wilmington, Delaware, unless the parties mutually agree to a different location. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
You may opt out of the mandatory arbitration provision in Section 18.2 by sending written notice to support@recoverkit.com within thirty (30) days of first accepting these Terms. The opt-out notice must include your name, account identifier, and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will be resolved in the state or federal courts located in Wilmington, Delaware, and both parties consent to the exclusive jurisdiction and venue of such courts. Opting out of arbitration does not affect any other provision of these Terms.
YOU AND RECOVERKIT AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Unless both you and RecoverKit agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a class, consolidated, or representative proceeding.
For the avoidance of doubt, this class action waiver applies solely to disputes between Customer and RecoverKit. It does not apply to claims brought by or on behalf of Customer's end-users against Customer, nor does it restrict end-users' rights under applicable law.
Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within the jurisdictional limits of such court, provided the action is not removed or transferred to a different court.
Nothing in this section shall prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidential information, or other proprietary rights.
For Customers on the Starter plan, RecoverKit will pay the AAA filing and administration fees for any arbitration initiated by Customer. For all other plans, each party shall bear its own costs and attorneys' fees in any arbitration proceeding, and the filing, administration, and arbitrator fees shall be governed by the AAA's rules. In all cases, if the arbitrator determines that a claim or defense was frivolous, the arbitrator may award reasonable attorneys' fees to the prevailing party.
You represent and warrant that: (a) you are not located in, and are not a national or resident of, any country that is subject to a United States government embargo or that has been designated by the United States government as a "terrorist supporting" country; (b) you are not listed on any United States government list of prohibited or restricted parties, including the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the Denied Persons List maintained by the U.S. Department of Commerce, or any similar list; and (c) you will not use the Service in violation of any applicable export control laws or regulations, including the Export Administration Regulations (EAR) and OFAC sanctions programs. You agree to comply with all applicable export control and sanctions laws and regulations in connection with your use of the Service.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.
The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by the waiving party.
These Terms, together with the Privacy Policy, the Data Processing Agreement, and any Order Forms or Statements of Work executed by the parties, constitute the entire agreement between you and RecoverKit with respect to the subject matter hereof and supersede all prior or contemporaneous communications, agreements, and understandings, whether oral or written, between the parties with respect to the Service.
You may not assign or transfer these Terms or any rights or obligations hereunder without RecoverKit's prior written consent. RecoverKit may assign these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under these Terms. Any attempted assignment in violation of this section is void.
Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, civil unrest, government actions, labor disputes, power failures, Internet or telecommunications failures, third-party service provider outages, cyberattacks, or other events beyond the reasonable control of the affected party. The affected party shall give prompt notice to the other party and use commercially reasonable efforts to mitigate the effect of the force majeure event.
All notices under these Terms shall be in writing. RecoverKit may provide notices to you via email to the address associated with your account or through the Service. You may provide notices to RecoverKit by emailing legal@recoverkit.com. Notices are deemed received forty-eight (48) hours after sending by email, provided that if the sender receives a delivery failure notification (bounce), the notice is not deemed received, and the sending party must re-send the notice via an alternative method or to an alternative email address. For notices related to termination, legal proceedings, or indemnification claims, the sending party should use commercially reasonable efforts to confirm receipt.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and RecoverKit.
These Terms do not confer any third-party beneficiary rights. Your end-users are not third-party beneficiaries of these Terms.
Section headings are for convenience only and shall not affect the interpretation of these Terms.
Acceptance of these Terms by electronic means (including clicking "I Agree," connecting a Stripe account, or creating an account) shall have the same legal force as a handwritten signature.
If you have questions about these Terms, please contact us at legal@recoverkit.com.