Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Recipe Tech Solutions, Inc., a Delaware C-Corporation ("Company," "we," "us," or "our"), governing your access to and use of our enterprise software platform and related services (the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

2. Services Overview

Recipe Tech Solutions provides enterprise intelligence software, including cross-system data integration, compliance automation, legacy code analysis, and operational analytics. Our Services are designed for deployment within your organization's infrastructure.

2.1 License Grant

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable license to use the Services during the subscription term for your internal business purposes.

2.2 Deployment Options

Our Services are primarily offered for private deployment within your infrastructure. Specific deployment configurations and requirements will be outlined in your Order Form or Service Agreement.

3. Data Sovereignty and Ownership

3.1 Customer Data

All data you input, upload, or process through our Services ("Customer Data") remains your exclusive property. We process Customer Data solely to provide the Services and as otherwise directed by you.

3.2 Data Location

For private deployments, Customer Data resides entirely within your infrastructure. We do not access, store, or transmit your data to external systems unless explicitly authorized by you for support purposes.

3.3 No Data Mining

We do not use Customer Data for:

• Training machine learning models
• Analytics or benchmarking
• Marketing or advertising purposes
• Any purpose other than providing the Services to you

3.4 Data Portability

You may export your data at any time in standard formats. Upon termination of Services, we will provide reasonable assistance to facilitate data migration at no additional charge.

4. No Vendor Lock-In

We believe in earning your business through value, not through artificial barriers to exit. Our commitment:

• Standard Formats: All data exports use industry-standard formats (JSON, CSV, SQL, etc.)
• API Access: Full API access to your data throughout your subscription
• Documentation: Complete technical documentation for data schemas and integrations
• Transition Support: Reasonable transition assistance upon termination

5. Subscription and Payment

5.1 Fees

Fees for the Services are set forth in your Order Form. Unless otherwise specified, fees are due annually in advance and are non-refundable except as expressly stated herein.

5.2 Subscription Term

Subscriptions automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least 30 days before the renewal date.

5.3 Fee Changes

We may adjust fees upon renewal with at least 60 days' prior written notice. Fee changes do not apply to the then-current subscription term.

6. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law or regulation
• Infringe any third-party intellectual property rights
• Transmit malicious code or interfere with system integrity
• Attempt to gain unauthorized access to any systems or data
• Reverse engineer, decompile, or disassemble the Services
• Resell or redistribute the Services without authorization

7. Intellectual Property

7.1 Our Technology

We retain all rights to the Services, including all software, algorithms, interfaces, and documentation. These Terms do not grant you any rights to our intellectual property except the limited license to use the Services.

7.2 Feedback

If you provide suggestions, ideas, or feedback about the Services, we may use such feedback without restriction or obligation to you.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to third parties except as necessary to perform obligations under these Terms or as required by law.

"Confidential Information" includes non-public technical, business, or financial information, Customer Data, and the terms of any Order Form.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

• The Services will perform substantially in accordance with the documentation
• We will provide the Services with reasonable skill and care
• We have the right to grant the licenses described herein

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.2 Exclusion of Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE CAUSE OF ACTION OR WHETHER SUCH DAMAGES WERE FORESEEABLE.

10.3 Exceptions

The limitations in this section do not apply to: (a) breaches of confidentiality obligations, (b) infringement of intellectual property rights, (c) your payment obligations, or (d) liability that cannot be limited by applicable law.

11. Indemnification

11.1 By Us

We will defend, indemnify, and hold you harmless from any third-party claims alleging that the Services infringe any patent, copyright, or trademark, and will pay any resulting damages or settlement amounts.

11.2 By You

You will defend, indemnify, and hold us harmless from any third-party claims arising from: (a) your use of the Services in violation of these Terms, (b) your Customer Data, or (c) your violation of applicable law.

12. Term and Termination

12.1 Term

These Terms are effective from the date you first access the Services and continue until all subscriptions expire or are terminated.

12.2 Termination for Cause

Either party may terminate these Terms if the other party materially breaches and fails to cure such breach within 30 days of written notice.

12.3 Effect of Termination

Upon termination:

• Your license to use the Services ends immediately
• We will provide 30 days to export your Customer Data
• Sections that by their nature should survive will survive termination

13. General Provisions

13.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

13.2 Dispute Resolution

Any disputes arising under these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in any court of competent jurisdiction.

13.3 Entire Agreement

These Terms, together with any Order Forms and the Privacy Policy, constitute the entire agreement between the parties regarding the subject matter hereof.

13.4 Modifications

We may modify these Terms from time to time. Material changes will be communicated with at least 30 days' notice. Continued use of the Services after changes take effect constitutes acceptance of the modified Terms.

13.5 Severability

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

13.6 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.