Terms of Service

These Terms of Service (“Terms”) are a legal agreement between you and Vantage XO LLC, doing business as Reconry (“Reconry,” “we,” “us,” or “our”), governing your access to and use of reconry.com, app.reconry.com, Reconry APIs, integrations, agent connections, and related products and services (collectively, the “Services”).

By creating an account, accessing, or using the Services, you agree to these Terms.

If you use Reconry on behalf of an organization, you represent that you have authority to bind that organization to these Terms. In that case, “you” includes that organization.

1Eligibility

You must be at least 18 years old and legally capable of entering into a binding agreement to use Reconry.

You may not use the Services if applicable law prohibits you from doing so.

2Reconry’s Role

Reconry is a system for recording, retrieving, analyzing, and governing project decisions and related project information.

Depending on the features you use, Reconry may:

• store project documents and revisions;
• maintain provenance and decision history;
• analyze project materials;
• identify potential contradictions, drift, gaps, or ambiguity;
• provide context to authorized agents;
• evaluate plans or drafts against project authority;
• generate suggested changes;
• allow external agents or integrations to submit proposals;
• preserve approval and audit information;
• coordinate approved actions through connected systems.

Reconry does not replace your judgment.

Automated analyses, findings, recommendations, generated text, proposed decisions, contextual responses, and similar outputs may be inaccurate, incomplete, or inappropriate for your circumstances.

You are responsible for reviewing Reconry output before relying on it.

3Human Approval and Project Authority

A central design principle of Reconry is that automated systems may propose changes but do not independently establish project authority.

Unless a separately executed agreement expressly states otherwise:

1. agent-generated or model-generated findings are proposals;
2. recommendations do not become authoritative simply because Reconry generated them;
3. connected agents and integrations do not establish canon;
4. project authority changes require the approval process provided by the Services;
5. users remain responsible for determining who is authorized to approve project changes.

Reconry may identify conflicts, but it does not guarantee that it can determine which underlying choice is correct.

4Accounts and Security

You must provide accurate account information and maintain the confidentiality of your credentials.

You are responsible for activity conducted through your account except to the extent caused by Reconry’s breach of these Terms or applicable law.

You must promptly notify us if you believe your account, credentials, API access, or connected integrations have been compromised.

You are responsible for configuring appropriate workspace membership, roles, approval authority, and integration permissions.

5Workspaces and Authorized Users

A workspace may include multiple users with different roles and permissions.

The workspace owner or authorized administrator may control:

• membership;
• projects;
• permissions;
• approval authority;
• integrations;
• billing;
• workspace data.

If you invite another person into a workspace, you represent that you are authorized to grant them access to the information available to their assigned role.

Your organization’s internal allocation of permissions does not modify Reconry’s obligations under these Terms.

6Customer Content

“Customer Content” means information submitted to, stored in, imported into, or transmitted through the Services by you or your authorized users.

As between you and Reconry, you retain your rights in Customer Content.

You grant Reconry a worldwide, non-exclusive, limited license to host, copy, transmit, process, analyze, display, transform, and otherwise use Customer Content only as reasonably necessary to:

• provide the Services;
• perform actions you request;
• maintain security;
• prevent abuse;
• provide support;
• comply with law;
• enforce these Terms;
• improve the Services as permitted by these Terms and our Privacy Policy.

This license ends when the relevant Customer Content is deleted from our systems, except for information retained in backups, audit records, project history, security records, or as otherwise legally permitted or required.

You represent that you have all rights and permissions necessary to submit Customer Content and permit Reconry to process it.

7Project Records and Revision History

Reconry is designed to preserve provenance.

Certain records may therefore be maintained using append-only or immutable storage mechanisms, including:

• document revisions;
• decision history;
• approval history;
• change reasons;
• findings;
• provenance;
• audit records;
• integrity information.

Approving a subsequent change may create a new record rather than rewriting a prior historical record.

You acknowledge that individual historical records may not be editable after creation.

This architecture does not eliminate any deletion rights provided by applicable law, but deletion or account-closure requests may be implemented at the account, workspace, project, or system level rather than by rewriting historical records individually.

8AI Services

Reconry may use artificial intelligence models supplied by Reconry or third-party providers.

You acknowledge that:

• AI output is probabilistic;
• the same input may produce different results;
• output may be incorrect or incomplete;
• findings may contain false positives or false negatives;
• generated recommendations may not reflect your intentions;
• Reconry does not guarantee that its analyses identify every conflict, risk, requirement, or consequence.

You must independently evaluate output where errors could cause financial loss, legal exposure, security vulnerabilities, operational disruption, or other material consequences.

Reconry is not a substitute for legal, financial, medical, security, compliance, or other professional advice.

9Connected Agents and Third-Party Services

You may authorize Reconry to connect with third-party agents, repositories, applications, or other systems.

By enabling a connection, you authorize Reconry to access and exchange information with that service within the permissions you grant.

You are responsible for:

• selecting appropriate permissions;
• ensuring you are authorized to connect the third-party service;
• reviewing actions performed through connected systems;
• complying with the third party’s terms.

Third-party services are not controlled by Reconry. Their availability, security, functionality, and conduct are governed by their own terms.

Reconry may suspend or disable an integration if necessary to protect security, users, or the Services.

10Agent Permissions and External Actions

Permissions granted to a connected agent or third-party application determine what technical actions that connection may request. They do not give the external agent independent authority to establish project canon.

Where Reconry supports external mutations, execution may be constrained by:

• project scope;
• resource scope;
• capability grants;
• user permissions;
• an approved work boundary;
• authorization freshness;
• other security controls.

Reconry may refuse or stop an action that appears unauthorized, stale, ambiguous, insecure, or inconsistent with the applicable permission boundary.

11Acceptable Use

You may not use the Services to:

• violate applicable law;
• violate another person’s intellectual-property, privacy, confidentiality, or contractual rights;
• gain unauthorized access to systems or data;
• introduce malware or malicious code;
• circumvent security or access controls;
• interfere with the operation of the Services;
• conduct abusive automated traffic;
• probe or test Reconry infrastructure without authorization;
• impersonate another person or misrepresent authorization;
• use compromised credentials;
• upload content you do not have the right to process;
• use Reconry to facilitate fraud, unlawful surveillance, or other unlawful conduct.

You may perform legitimate security testing of your own content and systems, provided it does not attack or disrupt Reconry or systems belonging to others.

12Intellectual Property

Reconry and its licensors retain all rights in the Services, including software, design, trademarks, documentation, interfaces, and other Reconry materials.

Except for the rights expressly granted under these Terms, no rights are transferred to you.

You may provide feedback about Reconry. If you do, you grant us a perpetual, worldwide, irrevocable, royalty-free right to use that feedback without obligation to you.

This feedback license does not transfer ownership of your Customer Content.

13Subscription Plans and Fees

Reconry may offer free and paid plans.

Specific pricing, quotas, usage limits, features, billing periods, and overage terms will be presented when you subscribe and form part of your agreement with us.

Unless otherwise stated at purchase:

• fees are charged in advance;
• fees are stated in U.S. dollars;
• applicable taxes may be added;
• subscriptions automatically renew for the applicable subscription period until canceled;
• cancellation stops future renewal and does not ordinarily result in a refund for the current period.

If Reconry introduces usage-based charges, overages, or additional paid features, applicable charges will be disclosed before they are incurred or enabled.

We may change pricing prospectively. Changes to recurring subscription pricing will take effect no earlier than the next applicable renewal period after reasonable notice, unless a different period is required by law.

14Free, Beta, Preview, and Experimental Features

Reconry may provide free, beta, preview, experimental, or early-access functionality.

These features may:

• change materially;
• contain defects;
• have limited support;
• be suspended or discontinued;
• operate under different usage limits.

Unless prohibited by law, preview functionality is provided without a commitment that it will become generally available.

15Privacy and Data Protection

Our Privacy Policy explains how Reconry handles personal information.

If Reconry processes personal data on behalf of your organization and applicable law requires a data-processing agreement, the parties may enter into Reconry’s Data Processing Addendum.

You are responsible for determining whether Customer Content may lawfully be submitted to Reconry and for providing any notices or obtaining any consents required from people whose information appears in Customer Content.

16Confidentiality

Each party may receive non-public information from the other party that is identified as confidential or that a reasonable person would understand to be confidential.

The receiving party will:

• use confidential information only as necessary to perform or exercise rights under the agreement;
• use reasonable measures to protect it;
• disclose it only to personnel, contractors, and service providers who need access and are subject to appropriate confidentiality obligations.

Confidential information does not include information that:

• becomes public without breach of these Terms;
• was lawfully known without confidentiality restrictions;
• is received lawfully from another source without confidentiality obligations;
• is independently developed without using the confidential information.

A party may disclose confidential information when legally required, subject to legally permitted notice.

17Security

Reconry uses reasonable administrative, technical, and organizational safeguards designed to protect the Services and Customer Content.

No system is completely secure.

You are responsible for reasonable security practices within your own environment, including account security, access management, integration permissions, device security, and review of externally executed actions.

18Availability and Changes to the Services

We may modify the Services from time to time.

We do not guarantee that every feature, integration, model, protocol, or third-party service will remain available permanently.

We may modify or discontinue functionality where reasonably necessary for security, legal compliance, provider changes, product development, or operational reasons.

If a change materially reduces paid functionality during a prepaid subscription period, we will provide any remedy required under applicable law or the applicable order form.

19Suspension

We may suspend or restrict access to the Services if reasonably necessary because of:

• a security risk;
• suspected unauthorized use;
• material violation of these Terms;
• nonpayment;
• legal requirements;
• conduct that threatens the Services or other users.

Where reasonable, we will provide notice and an opportunity to cure before suspension.

20Termination

You may stop using Reconry at any time.

You may cancel a paid subscription through the available account controls or other cancellation method we provide.

We may terminate these Terms or your account for a material breach that remains uncured after reasonable notice, except where immediate termination is reasonably necessary for security, fraud prevention, illegal activity, or legal compliance.

Following termination, your right to access the Services ends.

Sections that by their nature should survive termination will survive, including provisions concerning ownership, confidentiality, accrued payment obligations, disclaimers, liability limitations, indemnification, and dispute resolution.

21Export and Account Closure

Where supported, you may export Customer Content before closing your account.

After termination or closure, we may delete Customer Content according to our retention practices and Privacy Policy unless retention is required or permitted for legal, security, backup, dispute-resolution, provenance, or audit purposes.

If your organization controls the workspace, you may lose access when your organization removes you even if the workspace itself remains active.

22Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

RECONRY DISCLAIMS IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

RECONRY DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE;
• EVERY FINDING WILL BE CORRECT;
• EVERY CONTRADICTION, DRIFT CONDITION, GAP, SECURITY RISK, OR OTHER ISSUE WILL BE DETECTED;
• GENERATED OUTPUT WILL BE ACCURATE;
• A CONNECTED AGENT WILL ACT CORRECTLY;
• CUSTOMER CONTENT WILL PRODUCE A PARTICULAR RESULT.

Nothing in these Terms excludes warranties or rights that cannot legally be excluded.

23Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RECONRY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF:

1. THE AMOUNTS YOU PAID TO RECONRY DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR
2. US $100 IF YOU USED ONLY FREE SERVICES.

The limitations above do not apply to liability that cannot legally be limited or excluded.

24Indemnification

To the extent permitted by law, if you use Reconry on behalf of a business or organization, you will defend and indemnify Reconry, its affiliates, officers, directors, employees, and agents from third-party claims, damages, liabilities, and reasonable expenses arising from:

• Customer Content;
• your unlawful use of the Services;
• your violation of these Terms;
• your infringement of another person’s rights;
• your unauthorized connection to or use of a third-party system.

Reconry will provide reasonable notice of a covered claim and reasonable cooperation in its defense.

25Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Georgia and the Federal Arbitration Act, without regard to conflict-of-law principles.

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES THAT DISPUTES BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND IT WAIVES THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION. YOU MAY OPT OUT AS DESCRIBED BELOW.

Informal Resolution First

Before starting arbitration, the party raising a dispute will send the other party a written notice describing the dispute and the relief sought. Notices to Reconry go to legal@reconry.com; notices to you go to the email address on your account. The parties will try in good faith to resolve the dispute within 30 days of the notice. If they cannot, either party may begin arbitration.

Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, or its Consumer Arbitration Rules where those rules apply to the dispute, as in effect when the arbitration begins.

The arbitration will be conducted by a single arbitrator. The seat of arbitration is Atlanta, Georgia. Where an in-person hearing is required, it will take place in Atlanta, Georgia, unless the parties agree otherwise or the applicable rules provide for a remote hearing.

The arbitrator has exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this Section, and may award any relief that a court could award to the individual party seeking it. Judgment on the award may be entered in any court of competent jurisdiction.

Payment of filing, administrative, and arbitrator fees will be governed by the applicable AAA rules.

Exceptions

Either party may bring an individual claim in small-claims court if it qualifies there.

Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual-property rights or to stop unauthorized access to or use of the Services, without first engaging in informal resolution or arbitration.

Class Action Waiver

Disputes will be resolved on an individual basis only. Neither party may bring a claim as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate the claims of more than one person or preside over any form of representative proceeding.

If this waiver is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and decided in court, and the remaining claims will proceed in arbitration.

Opt-Out

You may opt out of this arbitration agreement by sending an email to legal@reconry.com within 30 days after you first accept these Terms, stating your name, the email address on your account, and that you are opting out of arbitration. Opting out does not affect any other provision of these Terms. If you opt out, the court provisions below apply.

Court Proceedings

Any dispute that is not subject to arbitration, or that is brought after a valid opt-out, will be resolved exclusively in the state or federal courts located in Atlanta, Georgia, and each party consents to the personal jurisdiction of those courts.

Changes to This Section

If Reconry changes this Section after you accept these Terms, you may reject the change by sending an email to legal@reconry.com within 30 days of the change, in which case the version of this Section you last accepted will continue to apply to disputes between you and Reconry.

26Government Use

If you are a U.S. government entity, any mandatory terms applicable to your procurement may supersede conflicting provisions only to the extent required by law and expressly agreed in writing.

27Export Controls and Sanctions

You may not use or export the Services in violation of applicable U.S. export-control or sanctions laws.

You represent that you are not prohibited from receiving the Services under applicable sanctions or trade restrictions.

28Changes to These Terms

We may update these Terms.

If changes materially affect your rights or obligations, we will provide reasonable advance notice where required.

Changes will apply prospectively from the stated effective date.

Your continued use of the Services after updated Terms become effective constitutes acceptance where permitted by law.

29General Terms

These Terms, together with any applicable order form, Data Processing Addendum, Privacy Policy, and other agreement expressly incorporated into them, constitute the agreement between you and Reconry regarding the Services.

If an order form conflicts with these Terms, the order form controls for that transaction.

You may not assign these Terms without our prior written consent, except as part of a permitted corporate transaction. Reconry may assign these Terms as part of a merger, acquisition, reorganization, or sale of substantially all relevant assets.

If any provision is unenforceable, the remaining provisions remain effective.

Failure to enforce a provision is not a waiver.

Nothing in these Terms creates a partnership, joint venture, employment relationship, fiduciary relationship, or agency between the parties.

30Contact

Vantage XO LLC
113 S. Perry Street, Suite 206, Lawrenceville, GA 30046
Legal: legal@reconry.com
Privacy: privacy@reconry.com