Terms of Service

1. Acceptance of the Agreement

By accessing, using, or registering for Recallect ("Service", "Platform", "Application"), you ("User", "you", "your") accept and agree to be bound by these Terms of Service ("Agreement", "Terms") and the accompanying Privacy Policy.

Minors: Users under 18 years of age must obtain verifiable parental or legal guardian consent before using the Service. By using the Service as a minor, you represent that you have obtained such consent.

2. Service Description

Recallect provides an automated food safety monitoring platform that delivers:

• Food Recall Alerts: Real-time notifications about recalled products that match your purchase history
• Expiry Notifications: Reminders about product expiration dates and freshness guidelines
• Risk Reduction Advice: Personalized safety recommendations and handling instructions
• Health Insights: Analytics about your food purchases and potential health considerations
• Receipt Analysis: Automated processing of grocery receipts via messaging platforms, mobile apps, and web interfaces

Data Sources: Recall information is aggregated from official government sources including the U.S. Food and Drug Administration (FDA) and U.S. Department of Agriculture (USDA), as well as other reputable food safety databases.

3. Eligibility & Access Restrictions

To use Recallect, you must meet the following eligibility requirements:

• Age Requirement: Be 18 years of age or older, OR have verifiable parental/guardian consent if under 18
• Good Standing: Not be restricted, banned, or previously suspended from similar services for violations of terms or policies
• Single Account: Maintain only one active account at a time, unless explicitly authorized by Recallect for legitimate business purposes
• Legitimate Use: Not use the Service for competitive intelligence, reverse engineering, or building competing products
• Truthful Information: Provide accurate, current, and complete registration information and maintain its accuracy
• Legal Capacity: Have the legal capacity and authority to enter into this binding agreement under applicable law
• Non-Malicious Intent: Not intend to use the Service for harmful, fraudulent, abusive, or illegal purposes

Geographic Restrictions: The Service is currently available in the United States and may have limited functionality in other jurisdictions. Users outside the U.S. use the Service at their own risk and are responsible for compliance with local laws.

4. Registration, Account Security & Communications

Registration Requirements

When registering for the Service, you must:

• Provide truthful, accurate, and complete information
• Select a secure password that meets our security requirements
• Provide a valid email address and/or phone number for account verification
• Keep your registration information current and updated when changes occur

Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials (username, password, authentication tokens)
• All activities that occur under your account, whether authorized by you or not
• Immediately notifying Recallect at security@recallect.io of any unauthorized access or security breach
• Using strong, unique passwords and enabling two-factor authentication when available

Service Communications

By using the Service, you consent to receive communications from Recallect via:

• Email: Account notifications, recall alerts, and service updates
• SMS/Text Messages: Critical recall alerts and account security notifications
• Push Notifications: Real-time alerts through the mobile application
• In-App Messages: Service announcements and feature updates

SMS Text Messaging Program

By opting in to receive SMS text messages from Recallect, you agree to receive recurring automated text messages from Recallect at the phone number provided. Message frequency varies based on your purchase activity and active food recalls. Message and data rates may apply. Carriers are not liable for delayed or undelivered messages.

SMS Opt-In Methods:

• Online Form: Register at https://recallect.io/register and check the SMS opt-in consent box
• Text to Join: Text "JOIN" to our campaign number as advertised on our website and promotional materials

Opt-Out Instructions:

You may opt out of SMS messages at any time by:

• Replying STOP, CANCEL, UNSUBSCRIBE, QUIT, or END to any message
• Updating your preferences in your account settings
• Contacting support at support@recallect.io

Upon opting out, you will receive a confirmation message and will no longer receive SMS alerts from Recallect. Please note that opting out of SMS messages may prevent you from receiving critical food safety alerts.

Help & Support:

For help with SMS messaging, reply HELP to any message or contact us at support@recallect.io.

5. License and Access Rights

Subject to your full compliance with these Terms, Recallect grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for personal, non-commercial food safety purposes.

License Restrictions

This license does NOT grant you the right to:

• Reverse engineer, decompile, or disassemble any aspect of the Service
• Resell, redistribute, or sublicense access to the Service
• Create derivative works based on the Service or its technology
• Remove or modify any proprietary notices, labels, or marks
• Use the Service commercially without express written permission from Recallect
• Extract or compile data from the Service for use in competing products or services
• Circumvent or disable any security features, access controls, or usage limitations

Revocation: This license may be revoked immediately if you breach any provision of these Terms, or if Recallect determines your use poses a risk to the Service, other users, or our business interests.

6. Proprietary Rights & Intellectual Property Protection

PROTECTED INTELLECTUAL PROPERTY

All intellectual property rights in and to Recallect and the Service, including but not limited to:

• Source Code & Algorithms: All software code, AI models, machine learning algorithms, and data processing systems
• Technology & Architecture: System architecture, database schemas, API designs, and technical implementations
• Proprietary Models: Recall matching algorithms, risk assessment models, and predictive analytics
• Trademarks & Branding: The "Recallect" name, logo, and all related brand identifiers
• Content & Data: Recall databases, user interfaces, documentation, and instructional materials
• Trade Secrets: Proprietary methodologies, business processes, and confidential information

are and shall remain the exclusive property of Recallect, Inc. and its licensors, protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

Prohibited Activities

You may NOT:

• Copy, reproduce, duplicate, or create derivative works of any part of the Service
• Alter, modify, adapt, or translate the Service or its components
• Reverse engineer or attempt to derive source code, algorithms, or trade secrets
• Use the Service or its outputs for competitive purposes or to build similar products
• Access, extract, or share proprietary data, code, or methodologies

7. Content Ownership, Licensing & User Data

Your Content Ownership

You retain ownership of all personal content you provide to the Service, including:

• Receipt images and photographs you upload
• Text inputs, messages, and communications
• Purchase data and product information you provide
• Preferences, settings, and profile information

to the maximum extent permitted by applicable law.

License Grant to Recallect

By using the Service, you grant Recallect a perpetual, worldwide, royalty-free, non-exclusive, sublicensable license to use, process, store, and analyze your content solely for the following purposes:

• Service Functionality: Providing recall matching, alerts, and personalized recommendations
• Service Improvement: Enhancing algorithms, improving accuracy, and developing new features
• Regulatory Compliance: Fulfilling legal obligations and responding to lawful requests
• Legal Defense: Protecting Recallect's rights and defending against claims
• Aggregated Analytics: Creating anonymized, aggregated insights (see below)

Aggregate and Anonymized Data

Unless you explicitly opt out through your privacy settings, Recallect may use aggregate, anonymized, and de-identified data derived from your usage to:

• Improve recall matching accuracy and AI models
• Conduct research on food safety trends and patterns
• Generate industry insights and statistical reports

Data Access and Deletion Rights

You have the right to:

• Access your data: Request a copy of all personal data we have about you
• Correct your data: Update inaccurate or incomplete information
• Delete your data: Request deletion of your personal information
• Export your data: Receive your data in a portable format

To exercise these rights, contact support@recallect.io. Note that deleting all your data will disable the Service for your account, as recall matching requires historical purchase information.

8. Privacy Policy & User Control

ENTERPRISE SECURITY

Data Protection Standards

Data Sharing Policy

Recallect does NOT share your personal data with third parties without explicit, case-by-case user consent, except in the following limited circumstances:

• Legal Requirements: When required by law, court order, or regulatory authority
• Infrastructure Partners: Trusted service providers who help operate the Service under strict confidentiality agreements (e.g., cloud hosting, database management)
• Emergency Situations: To protect the safety and security of users or the public
• Business Transfers: In connection with a merger, acquisition, or sale of assets (with notice to users)

Privacy Controls

You have comprehensive control over your privacy through your account settings:

• Opt-in/Opt-out: Control which communications and features you receive
• Content Deletion: Delete specific receipts, purchases, or all historical data
• Data Portability: Export your data in standard formats
• Communication Preferences: Customize how and when we contact you
• Third-Party Sharing: Control whether anonymized data is used for research

Your Privacy Rights

As a user, you have the legal right to:

• Know: What data we collect and how it's used
• Access: View and download your personal data
• Rectify: Correct inaccurate or outdated information
• Delete: Request erasure of your personal data (right to be forgotten)
• Restrict: Limit how we process your data
• Object: Opt out of certain types of processing
• Port: Transfer your data to another service

To exercise any of these rights, contact us at support@recallect.io. We will respond within 30 days in accordance with applicable data protection laws.

For complete details, please review our comprehensive Privacy Policy.

9. Security Protocols and Fair Use

Our Security Commitment

Recallect maintains enterprise-grade security measures to protect your data and the integrity of our Service:

• Penetration Testing: Routine, independent security audits and vulnerability assessments
• Incident Response: 24/7 monitoring and rapid response protocols for security incidents
• Access Controls: Role-based access control (RBAC) and principle of least privilege
• Audit Logging: Comprehensive monitoring and logging of all system access
• Regular Updates: Continuous security patching and system hardening
• Employee Training: Mandatory security awareness training for all staff

Prohibited Security Violations

You may NOT:

• Disrupt or Attack: Launch denial-of-service attacks, distribute malware, or attempt to crash the Service
• Unauthorized Access: Hack, probe, scan, or attempt to breach security measures
• Overload Systems: Generate excessive load through automation, bots, or scripting beyond normal use
• Bypass Controls: Circumvent authentication, rate limits, or access restrictions
• Fraudulent Activity: Create fake accounts, falsify data, or engage in deceptive practices
• Data Harvesting: Scrape, crawl, or systematically extract data from the Service

Responsible Disclosure

If you discover a security vulnerability in the Service, we encourage responsible disclosure. Please report security issues to security@recallect.io rather than exploiting them. We appreciate security researchers and may offer recognition or rewards for valid reports.

10. Required Conduct & Prohibited Conduct

Required Conduct

As a condition of using the Service, you agree to:

• Legal Compliance: Comply with all applicable local, state, national, and international laws, including food safety regulations, privacy laws, and export controls
• Accurate Information: Provide truthful, complete, and accurate information to the Service
• Review Notices: Regularly review and comply with Service changes, recall advisories, and health notices
• Respect Others: Treat other users, Recallect staff, and third parties with respect and courtesy
• Account Security: Maintain the security of your account and immediately report unauthorized access
• Cooperation: Cooperate with Recallect in investigations of abuse, security incidents, or policy violations

Prohibited Conduct

ZERO TOLERANCE

The following activities are strictly prohibited and will result in immediate termination and potential legal action:

Intellectual Property Violations

• Duplicating, sublicensing, publishing, selling, or broadcasting any part of the Service
• Reverse-engineering, decompiling, or deriving source code from Service technology
• Using Service code, algorithms, or data for competitive purposes or to build competing services
• Creating derivative works, frames, mirrors, or copies of the Service

System Abuse

• Generating excessive stress or load on the platform through automation or attacks
• Scraping, crawling, or automating requests or communications beyond normal usage patterns
• Introducing viruses, malware, ransomware, spyware, or any malicious code
• Attempting to gain unauthorized access to systems, accounts, or networks

Harmful or Illegal Content

• Promoting or engaging in illegal, fraudulent, abusive, or manipulative behavior
• Sharing content involving hate speech, exploitation, violence, or discrimination based on race, ethnicity, religion, gender, sexual orientation, disability, or other protected characteristics
• Distributing false or misleading information, including fake recall alerts or health misinformation
• Violating child safety, privacy rights, or intellectual property rights of others

Abuse of Users or Staff

• Harassing, stalking, threatening, or bullying other users or Recallect personnel
• Spamming, phishing, or engaging in fraudulent schemes
• Impersonating others or misrepresenting your identity or affiliation

Misuse of Service Outputs

• Repurposing or distributing Service outputs for harm, hate, violence, or fraudulent activities
• Using recall information to spread fear, panic, or misinformation
• Manipulating or altering Service outputs to deceive others

11. Disclaimer of Warranties

"AS IS" SERVICE

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. To the maximum extent permitted by applicable law, Recallect disclaims all warranties, including but not limited to:

• Merchantability: No warranty that the Service is merchantable or fit for any particular purpose
• Accuracy: No warranty of completeness, accuracy, reliability, or timeliness of recall information or alerts
• Availability: No warranty of uninterrupted, secure, or error-free operation
• Quality: No warranty regarding the quality, accuracy, or reliability of results
• Data Integrity: No warranty that data will be secure, accurate, or free from loss or corruption

Not Medical or Legal Advice

Government Data Reliance

Recallect relies on third-party government databases (FDA, USDA) and other sources for recall information. We are not responsible for errors, omissions, or delays in source data. Always verify critical recall information with official government sources before taking action.

No Additional Warranties

No advice or information, whether oral or written, obtained by you from Recallect or through the Service creates any warranty not expressly stated in these Terms.

12. Limitation of Liability

CRITICAL LIABILITY LIMITS

Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL RECALLECT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR:

• Indirect, incidental, punitive, exemplary, special, or consequential damages of any kind
• Personal injury, illness, or property damage resulting from use of or reliance on the Service
• Lost profits, revenue, business opportunities, or anticipated savings
• Loss of data, files, or information (including receipt images or purchase history)
• Loss of goodwill, reputation, or business interruption
• Cost of procurement of substitute goods or services
• Technical malfunctions, system failures, or service disruptions beyond our reasonable control
• Errors, omissions, or delays in recall notifications or alerts

Whether arising from breach of contract, tort (including negligence), strict liability, breach of warranty, or any other legal theory, even if Recallect has been advised of the possibility of such damages.

Cap on Total Liability

In jurisdictions that do not allow complete exclusion of certain damages, Recallect's total aggregate liability for all claims arising out of or related to these Terms or use of the Service shall not exceed the greater of:

• (a) The total amount of fees paid by you to Recallect in the three (3) months immediately preceding the event giving rise to liability, or
• (b) One hundred U.S. dollars ($100.00)

Basis of the Bargain

You acknowledge and agree that:

• These limitations are fundamental elements of the agreement between you and Recallect
• Recallect would not be able to provide the Service economically without these limitations
• These limitations reflect a reasonable allocation of risk between the parties
• These limitations apply even if any limited remedy fails of its essential purpose

Mandatory Consumer Rights

Some jurisdictions do not allow the exclusion or limitation of certain warranties, liabilities, or damages. In such jurisdictions, only those limitations that are lawful will apply, and Recallect's liability will be limited to the maximum extent permitted by law. Nothing in these Terms limits statutory consumer rights that cannot be waived by contract.

13. Indemnification

You agree to indemnify, defend, and hold harmless Recallect, its parent companies, subsidiaries, affiliates, directors, officers, employees, agents, contractors, partners, and licensors from and against any and all:

• Claims, demands, actions, suits, or proceedings (collectively, "Claims")
• Liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees and legal costs)

Arising from or related to:

• Breach of Terms: Your breach of any provision of these Terms or the Privacy Policy
• Violation of Laws: Your violation of any applicable law, regulation, or third-party rights
• Negligence or Misconduct: Your negligence, fraud, willful misconduct, or reckless behavior
• Inaccurate Information: False, inaccurate, or fraudulent information supplied by you
• Misuse of Service: Your unauthorized or improper use of the Service
• Content You Provide: Any content you submit, post, or transmit through the Service
• Intellectual Property: Your infringement of intellectual property or proprietary rights

Defense and Settlement

Recallect reserves the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim and pay all costs associated with such defense. You may not settle any claim subject to indemnification without Recallect's prior written consent.

Survival

This indemnification obligation survives termination of these Terms and your use of the Service.

14. Termination and Suspension

Termination by You

You may terminate this Agreement at any time by:

• Providing 30 days written notice to support@recallect.io
• Ceasing all use of the Service
• Requesting account closure and data deletion through your account settings

Note: Deleting all personal data from the Service constitutes termination. If subscription fees are in effect at the time of termination, a final fee may be charged for the remainder of the billing period where applicable.

Termination or Suspension by Recallect

Recallect may suspend, restrict, or terminate your access to the Service immediately, with or without prior notice, for any of the following reasons:

• Breach of Terms: Violation of any provision of these Terms or the Privacy Policy
• Risk to Service: Your use poses a security, technical, or legal risk to the Service or other users
• Fraud or Abuse: Fraudulent activity, abuse of the Service, or malicious behavior
• Illegal Activity: Use of the Service for illegal purposes or in violation of law
• Commercial Necessity: Business reasons including discontinuation of the Service
• Extended Inactivity: Account has been inactive for an extended period
• Payment Issues: Non-payment of fees (if applicable) or chargebacks

Where feasible and legally permissible, Recallect will provide notice to your registered email address, phone number, or through the platform prior to termination. However, immediate termination without notice may occur in cases of serious violations, security threats, or legal requirements.

Effects of Termination

Upon termination of this Agreement:

• Your license to use the Service immediately ceases
• You must immediately cease all use of the Service
• You must delete any downloaded materials or cached data from the Service
• Recallect may delete your account data in accordance with the Privacy Policy and applicable law
• Outstanding payment obligations (if any) become immediately due and payable

Survival of Provisions

The following provisions survive termination of this Agreement:

• Intellectual Property Rights (Section 6)
• Content Licensing (Section 7)
• Privacy Policy (Section 8)
• Disclaimer of Warranties (Section 11)
• Limitation of Liability (Section 12)
• Indemnification (Section 13)
• Arbitration & Dispute Resolution (Section 16)
• Miscellaneous (Section 18)

15. Copyright Infringement / DMCA Notice

Recallect respects the intellectual property rights of others and expects users to do the same. We comply with the Digital Millennium Copyright Act (DMCA) and will respond to valid notices of copyright infringement.

Filing a DMCA Notice

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Service, please provide Recallect's designated copyright agent with a written notice containing the following information as required by 17 U.S.C. § 512(c)(3):

• A physical or electronic signature of the copyright owner or authorized agent
• Identification of the copyrighted work claimed to have been infringed
• Identification of the material claimed to be infringing with sufficient detail to locate it on the Service (URLs, screenshots, specific locations)
• Your contact information: address, telephone number, and email address
• A statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law
• A statement made under penalty of perjury that the information in the notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner

Send DMCA notifications to: legal@recallect.io

Counter-Notification

If you believe that your content was removed in error, you may file a counter-notification with the information specified in 17 U.S.C. § 512(g)(3).

16. Arbitration & Dispute Resolution

MANDATORY ARBITRATION

Informal Resolution First

Before initiating any formal dispute resolution proceedings, you agree to first contact Recallect at legal@recallect.io to attempt to resolve the dispute informally. Both parties agree to negotiate in good faith for at least 30 days before proceeding to arbitration or litigation.

Your notice should include: (1) your name and contact information; (2) a description of the dispute; (3) the relief you seek. Recallect will respond within 30 days.

Binding Arbitration

If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (collectively, "Disputes") shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, except as modified by this section.

Exceptions to Arbitration

The following Disputes are not subject to arbitration:

• Small claims court actions, if the claim qualifies and remains in small claims court
• Actions seeking injunctive or other equitable relief for intellectual property infringement or misappropriation
• Actions regarding copyright infringement under the DMCA
• Claims that cannot lawfully be arbitrated under applicable law

Arbitration Procedures

• Location: Arbitration will occur in Palm Beach County, Florida, or at another mutually agreed location or via remote proceedings
• Rules: The arbitration shall be conducted under the AAA Consumer Arbitration Rules
• Arbitrator Authority: The arbitrator, not any court or agency, has exclusive authority to resolve all disputes, including threshold issues of arbitrability
• Confidentiality: The arbitration proceedings and award shall be confidential
• Award: The arbitrator may award damages and relief only to the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim
• Finality: The arbitrator's decision is final and binding, with limited grounds for appeal
• Enforcement: Judgment on the arbitration award may be entered in any court having jurisdiction

Class Action Waiver

YOU AND RECALLECT AGREE THAT EACH 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 PROCEEDING.

• No arbitration or claim may be joined with another person's arbitration or claim
• No class arbitration, class action, or representative action is permitted
• The arbitrator may not consolidate more than one person's claims
• The arbitrator may not conduct any class, consolidated, or representative proceeding

Costs and Fees

Each party shall bear its own attorneys' fees and costs in arbitration unless otherwise awarded by the arbitrator or required by applicable law. The prevailing party may be entitled to recover attorneys' fees and costs if authorized by law or the arbitrator finds that a claim or defense was frivolous or brought in bad faith.

Limitation Period

Any claim or dispute must be commenced within one (1) year after the claim or cause of action arises. Claims filed after the limitation period are forever barred.

Opt-Out Right

You have the right to opt out of this arbitration agreement. To opt out, you must send written notice to legal@recallect.io within 30 days of first accepting these Terms. Your opt-out notice must include:

• Your full name
• Email address associated with your account
• A clear statement that you wish to opt out of the arbitration agreement

If you opt out, all other provisions of these Terms remain in effect, but disputes will be resolved in court (subject to the governing law and jurisdiction provisions) rather than through arbitration.

Severability

If any portion of this arbitration agreement is found to be unenforceable, the remainder shall continue in full force and effect, except that if the class action waiver is found to be unenforceable, then the entire arbitration agreement shall be null and void.

17. Modifications

Recallect reserves the right to modify, amend, or update these Terms at any time in our sole discretion.

Notice of Changes

When we make changes to these Terms:

• Notice will be provided via email to your registered email address, platform notification, or prominent posting on the Service
• Material changes will be communicated with reasonable advance notice before taking effect
• The updated "Last Updated" date at the top of these Terms will reflect the date of the latest revision

Acceptance of Changes

Modifications are effective immediately upon posting. Your continued use of the Service after changes are posted constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, your sole remedy is to discontinue use of the Service.

Review Responsibility

You should periodically review these Terms to stay informed of any changes. We will maintain previous versions of these Terms for your reference.

Waiver

Failure by Recallect to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. No waiver shall be effective unless made in writing and signed by an authorized representative of Recallect. Any waiver applies only to the specific instance and does not waive rights in other instances.

18. Miscellaneous

Entire Agreement

These Terms, together with the Privacy Policy, Terms of Use, and any other documents expressly incorporated by reference, constitute the complete and exclusive agreement between you and Recallect concerning the subject matter herein. These Terms supersede all prior or contemporaneous agreements, proposals, representations, understandings, or communications (written or oral) regarding the Service.

Relationship of Parties

This Agreement creates no partnership, joint venture, employment, agency, or franchise relationship between you and Recallect. The parties are independent contractors. You have no authority to:

• Bind Recallect to any agreement, debt, or liability
• Make representations or warranties on behalf of Recallect
• Commit Recallect to any obligation

Neither party is entitled to employee benefits from the other. Each party is responsible for its own taxes, insurance, and regulatory compliance.

Assignment

You may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without Recallect's prior written consent. Any attempted assignment in violation of this provision is void and of no effect.

Recallect may freely assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, or as part of any other lawful transfer of business. We will notify you of any such assignment.

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. Invalid provisions shall be modified to the minimum extent necessary to make them valid and enforceable while reflecting the parties' original intent. If modification is not possible, the invalid provision shall be severed and the remainder of the Agreement shall continue in full force.

No Third-Party Beneficiaries

This Agreement is solely for the benefit of you and Recallect (and Recallect's successors and assigns). No third party has any right to enforce or benefit from any provision of this Agreement, except as expressly provided herein.

Force Majeure

Recallect shall not be liable for any failure or delay in performance of its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, earthquakes, floods, fires, storms
• War, terrorism, riots, civil unrest, acts of civil or military authorities
• Epidemics, pandemics, quarantines, or public health emergencies
• Government restrictions, regulations, or embargoes
• Labor disputes, strikes, or lockouts
• Telecommunications failures, internet outages, or cyberattacks
• Shortages of materials, transportation, facilities, fuel, energy, or labor

Governing Law

This Agreement and any disputes arising from or related to it shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Jurisdiction for Non-Arbitrable Claims

For any disputes not subject to arbitration (as specified in Section 16), you consent to the exclusive jurisdiction and venue of the state and federal courts located in Palm Beach County, Florida. You waive any objection to jurisdiction or venue in these courts.

Headings

Section headings and titles in this Agreement are for convenience and reference only and do not affect the interpretation or meaning of any provision.

Language

This Agreement is written in English. Any translations are provided for convenience only. In the event of any conflict between the English version and a translation, the English version shall prevail.

Notice Requirements

Survival

Provisions that by their nature should survive termination of this Agreement shall survive, including but not limited to: Content Licensing (Section 7), Privacy Policy (Section 8), Proprietary Rights (Section 6), Disclaimer of Warranties (Section 11), Limitation of Liability (Section 12), Indemnification (Section 13), Arbitration & Dispute Resolution (Section 16), and this Miscellaneous section.