Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and Reclivio (“Company,” “we,” “us,” or “our”), governing your access to and use of the Reclivio platform, website, APIs, and related services (collectively, the “Service”).

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or in-product notice at least thirty (30) days prior to taking effect. Continued use after the effective date constitutes acceptance. If you do not agree, you must discontinue use.

Reclivio is a software-as-a-service (“SaaS”) platform that provides SLA monitoring, vendor contract tracking, and claims management tools (the “Service”). Specific features may include automated monitoring of vendor service level agreements, an AI-assisted claims management agent (the “Claims Agent”), credit recovery estimation tools, dashboards, reporting, and API access.

The Service is provided on a subscription basis. Feature availability varies by subscription tier. We reserve the right to modify, suspend, or discontinue any feature or aspect of the Service at any time, with reasonable notice where practicable.

You must be at least eighteen (18) years of age and capable of forming a binding contract to use the Service. By creating an account, you agree to provide accurate, current, and complete information and to maintain the security of your account credentials.

You are solely responsible for all activity that occurs under your account. You must notify us immediately at support@reclivio.com of any unauthorized use or security breach. We are not liable for any loss arising from unauthorized access to your account.

The Service is offered under subscription plans as described on our pricing page. All fees are quoted in United States Dollars (USD) unless otherwise stated. Prices may be displayed in your local currency for convenience, but all charges are processed in USD. You are responsible for any currency conversion fees charged by your payment provider. All fees are exclusive of applicable taxes, including but not limited to HST/GST, VAT, or other sales taxes, which will be applied where required by law.

Subscriptions renew automatically at the end of each billing period unless cancelled prior to renewal. We may change pricing upon thirty (30) days' prior written notice. Price changes take effect at the start of the next billing period following the notice.

All fees are non-refundable except as expressly stated herein or as required by applicable law. If you cancel mid-cycle, you retain access until the end of the current billing period but are not entitled to a pro-rated refund.

“Customer Data” means all data, documents, vendor contracts, SLA records, and other information uploaded, submitted, or transmitted by you through the Service. You retain all right, title, and interest in your Customer Data.

You grant Reclivio a limited, non-exclusive, worldwide license to use, process, store, and display Customer Data solely for the purpose of providing and improving the Service. We will not sell, share, or use your Customer Data for any purpose other than delivering the Service, except in anonymized, aggregated form that cannot be used to identify you or your vendors.

Upon termination of your account, you may request export of your Customer Data within thirty (30) days. After that period, we may delete your data in accordance with our data retention policies.

The Claims Management Agent is an automated software tool. It is not a lawyer, law firm, or substitute for legal advice.

The Claims Agent assists in identifying potential SLA credit opportunities, drafting claim communications, and tracking claim status based on the data you provide and publicly available vendor information.

You acknowledge and agree that:

1. All claims submitted through the Claims Agent are submitted on your behalf and at your sole direction. You are responsible for reviewing, approving, and authorizing all claim submissions before they are sent.
2. The Claims Agent does not guarantee any particular outcome, recovery amount, or success rate for any claim.
3. Reclivio does not practice law, provide legal advice, or represent you in any legal or contractual dispute. If you require legal advice regarding your vendor contracts or SLA claims, you should consult a qualified attorney.
4. You are solely responsible for the accuracy of the data you provide to the Service, and for verifying that any claim generated by the Claims Agent is accurate and appropriate before submission.
5. Reclivio shall not be liable for any claim rejection, vendor relationship impact, or financial loss arising from the use of the Claims Agent.

The SLA Credit Estimator (the “Estimator”) provides estimates of potential SLA credit recovery based on publicly available vendor outage data and general SLA terms. These estimates are for informational purposes only and do not constitute a guarantee, representation, or warranty of actual recoverable amounts.

Actual credit amounts depend on your specific contractual terms with your vendors, which Reclivio may not have access to or visibility into. You should not rely solely on the Estimator when making business or financial decisions.

You agree not to use the Service to:

1. Submit fraudulent, misleading, or knowingly inaccurate claims to any vendor.
2. Violate any applicable law, regulation, or third-party right, including privacy and data protection laws.
3. Interfere with, disrupt, or attempt to gain unauthorized access to the Service, its servers, or connected networks.
4. Reverse engineer, decompile, or disassemble any aspect of the Service.
5. Use the Service to engage in the unauthorized practice of law or to hold yourself out as having legal authority you do not possess.
6. Resell, sublicense, or redistribute access to the Service without our prior written consent.
7. Upload malicious code, viruses, or any content that could harm the Service or other users.

We reserve the right to suspend or terminate your access for violation of these terms, with notice where practicable.

The Service, including all software, algorithms, user interfaces, designs, text, graphics, trademarks, and documentation, is the exclusive property of Reclivio and is protected by Canadian and international intellectual property laws.

Nothing in these Terms grants you any right, title, or interest in the Service except for the limited right to use it in accordance with these Terms. All rights not expressly granted are reserved.

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

We comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) and, where applicable, the General Data Protection Regulation (GDPR) and Canada's Anti-Spam Legislation (CASL). We implement industry-standard administrative, technical, and physical safeguards to protect Customer Data.

You acknowledge that the Service may process data in jurisdictions outside of Canada, subject to appropriate contractual protections.

To the maximum extent permitted by applicable law:

1. In no event shall Reclivio, its officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, data, revenue, business opportunities, or goodwill, arising out of or related to your use of the Service, regardless of the theory of liability.
2. Reclivio's total aggregate liability for all claims arising out of or related to these Terms or the Service shall not exceed the greater of (i) the amounts paid by you to Reclivio in the twelve (12) months preceding the claim, or (ii) one hundred United States Dollars (USD $100).
3. Reclivio shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including third-party vendor outages, internet disruptions, or force majeure events.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

The Service is provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Without limiting the foregoing, Reclivio does not warrant that: (a) the Service will be uninterrupted, error-free, or secure; (b) any defects will be corrected; (c) the results obtained from the Service, including the Claims Agent and Estimator, will be accurate, reliable, or complete; or (d) the Service will meet your specific requirements.

You agree to indemnify, defend, and hold harmless Reclivio and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

1. Your use of the Service, including any claims submitted through the Claims Agent.
2. Your breach of these Terms or any applicable law.
3. Your Customer Data or any content you submit through the Service.
4. Any dispute between you and a third-party vendor arising from or related to actions taken through the Service.
5. Your negligence or wilful misconduct.

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation for a period of thirty (30) days.

If not resolved through negotiation, the dispute shall be submitted to binding arbitration administered in accordance with the Arbitration Act, 1991 (Ontario). The arbitration shall be conducted in Toronto, Ontario, Canada. The decision of the arbitrator shall be final and binding.

Class Action Waiver: You agree that any proceedings to resolve disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against Reclivio.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm.

Either party may terminate these Terms at any time by providing written notice. Upon termination: (a) your right to access the Service ceases immediately; (b) you remain liable for all fees incurred prior to termination; and (c) provisions that by their nature should survive termination shall survive, including Sections 5, 6, 9, 11, 12, 13, and 14.

We may suspend or terminate your access immediately and without prior notice if we reasonably believe you have violated these Terms, engaged in fraudulent activity, or if required by law.

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Entire Agreement. These Terms, together with the Privacy Policy and any applicable order form or subscription agreement, constitute the entire agreement between you and Reclivio and supersede all prior agreements.

Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

Notices. All notices shall be sent to the email address associated with your account or to support@reclivio.com for notices to Reclivio.

If you have questions about these Terms, please contact us at: