Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between Recoup Systems Inc., a Florida corporation (“Recoup”, “we”, “our”, or “us”) and the business entity or authorized individual acting on behalf of such entity (“Customer”, “you”, or “your”) accessing the Recoup platform, website at recoup.cash, and any associated services (collectively, the “Service”).

By clicking “I Agree,” creating an account, connecting QuickBooks Online, connecting a Gmail or Outlook account, or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated herein by reference. If you do not agree, you may not use the Service.

Service

The Recoup software platform, APIs, integrations, and any related features, including AI-generated customer messages and the accounts receivable workflow.

Subscription

A paid plan granting Customer access to the Service.

QBO Data

Data that Recoup receives from QuickBooks Online on your behalf via OAuth 2.0, including customers, invoices, payments, and related accounting records.

Connected Email Account

A Gmail or Outlook account that Customer has connected to the Service via OAuth 2.0 for the purpose of sending emails, and (for Outlook) reading replies to those emails, through the Service.

Customer Data

QBO Data, email data received from a Connected Email Account, plus any other data, files, content, or information you provide, generate, or upload via the Service (including tone settings, invoice notes, and customer contact corrections).

Integration

Any third-party service Recoup connects to on your behalf, including Intuit QuickBooks Online, the Anthropic Claude API, and Connected Email Accounts (Gmail via Google OAuth, Outlook via Microsoft Graph API).

By using the Service, you represent, warrant, and agree that:

• You are at least 18 years old and have legal capacity to enter into a binding contract.
• You are acting on behalf of a business entity and are authorized to bind that entity to these Terms.
• You are the original creditor for every invoice you upload or authorize Recoup to process. Recoup is not a third-party debt collector and may not be used to collect debts you have purchased or otherwise acquired from a third party.
• Your use of the Service will comply with all applicable laws in every jurisdiction where your customers are located, including without limitation the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the Florida Telephone Solicitation Act (FTSA), the Fair Debt Collection Practices Act (FDCPA) where applicable, and any state consumer-protection or debt-collection statute.

No Agency; No Collection Authority. Recoup acts solely as a technology provider and does not act as a debt collector, collection agency, legal representative, or agent on behalf of Customer in any capacity. Nothing in these Terms creates any authority for Recoup to collect, compromise, settle, or otherwise resolve any debt owed to Customer.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to:

• Provide accurate and current registration information.
• Enable multi-factor authentication on any account with administrative privileges.
• Notify Recoup immediately at support@recoup.cash of any unauthorized access, credential compromise, or suspected security incident.

The Core plan is offered at $149 USD per month, billed in advance via the payment method on file. Usage-based add-ons (such as SMS or physical mail) are billed at the end of each month based on actual volume.

30-day satisfaction guarantee.Your 30-day no-cause cancellation window begins when you successfully connect QuickBooks Online — not at account creation. Cancel within that window and you'll receive a full refund of your monthly fee.

Cancellation process. You may cancel your Subscription at any time from within your account settings or by contacting support@recoup.cash. Cancellations are subject to a 30-day notice period during which the Service remains active and the current billing cycle's fees remain due. No further billing will occur after the notice period. At any time during the notice period, Recoup may (but is not required to) offer a brief call or video chat to gather feedback and offer alternatives; participation in any such call is entirely optional and is not a prerequisite for cancellation.

Payment failure and suspension.If a payment attempt fails or is otherwise unsuccessful, Recoup may suspend or restrict access to the Service after providing at least seven (7) days' notice to the account's billing contact. Access will be restored promptly upon successful payment. Recoup reserves the right to terminate the Subscription for continued non-payment.

Price changes.Pricing is introductory and subject to change on 60 days' prior written notice. If you do not agree to a price change, you may cancel your Subscription before the new pricing takes effect without paying any fees beyond the then-current billing cycle. Continued use of the Service after the effective date of the price change constitutes acceptance of the new pricing.

From time to time, Recoup may offer beta programs, pilot programs, or founding customer programs with special pricing, free trials, or other terms. Such programs are governed by additional terms provided at the time of enrollment, which supplement but do not replace these Terms. Beta and pilot features may be modified, suspended, or discontinued at any time without prior notice.

Non-Transferability. Any special pricing, grandfathered rates, or founding customer benefits are personal to the original Customer and are non-transferable. Such benefits terminate upon any assignment, sale, or transfer of the account or subscribing entity, except in connection with a merger or acquisition of the entire business where Recoup consents to continuation of benefits in writing.

Recoup provides a software-as-a-service platform that:

• Reads invoices, customers, and payment data from your QuickBooks Online account via OAuth 2.0.
• Drafts and, at your direction, sends communications to your customers across email (via Recoup's infrastructure or, optionally, through your Connected Email Account), SMS, and physical mail on your behalf, using an AI engine powered by the Anthropic Claude API.
• For Gmail Connected Email Accounts, receives replies via custom Reply-To routing to Recoup's inbound email infrastructure, without accessing your Gmail inbox.
• For Outlook Connected Email Accounts, reads replies to Recoup-sent messages in your Outlook inbox and organizes handled reply threads within your mailbox (for example, moving them to a dedicated “Recoup” folder).
• Escalates a subset of accounts (approximately 3%) for your manual review at a configurable threshold.
• Reports outcomes, aging, and collection metrics in an in-app dashboard.

Recoup reserves the right to modify, enhance, or discontinue features of the Service from time to time as the Service evolves. For material modifications that significantly reduce Service functionality relied upon by Customer, Recoup will provide reasonable advance notice. Minor modifications, bug fixes, security updates, and enhancements may be implemented without prior notice.

Your use of QuickBooks Online data through Recoup is governed by Intuit's QuickBooks Online Terms of Service in addition to these Terms.

• You authorize Recoup to access your QuickBooks Online company data (customers, invoices, payments, items, balances) via OAuth 2.0 for the sole purpose of providing the Service.
• Recoup will use QBO Data solely to operate the features you have subscribed to.
• Recoup does not sell, rent, lease, share for advertising purposes, or train AI models on your QBO Data.
• You may revoke Recoup's access at any time from Settings → QuickBooks inside Recoup or directly from your Intuit account settings.

Customer may optionally connect a Gmail or Outlook account to send emails through the Service from Customer's own email address, and (for Outlook) to enable reply handling and inbox organization. Use of these integrations is governed by Google's and Microsoft's respective terms, including Google's API Services User Data Policy, in addition to these Terms.

Gmail. You authorize Recoup to use the gmail.sendscope solely to send emails on your behalf through the Service. Recoup does not request any Gmail read scopes and does not access, read, modify, or delete any messages in your Gmail inbox. Replies to Recoup-sent emails are routed to Recoup's inbound email infrastructure via a custom Reply-To header.

Reply-To limitations.Reply routing depends on the recipient's email client honoring the Reply-To header. Customer acknowledges and agrees that:

• Replies not directed to the designated Reply-To address (for example, replies sent directly to Customer's Gmail address, replies composed as new messages rather than replies, or replies from email clients that do not honor Reply-To headers) may not be captured, processed, or acted upon by the Service.
• Recoup's automated workflows (including pausing follow-up sequences) operate based on replies received through the designated Reply-To infrastructure. Replies received outside this infrastructure will not trigger automated workflow changes.
• Customer is responsible for monitoring Customer's own Gmail inbox for any replies that bypass the Reply-To routing and for manually updating invoice status in Recoup when necessary.

Outlook. You authorize Recoup to use the Mail.Send and Mail.ReadWritescopes under Microsoft Graph API to: (i) send emails on your behalf through the Service; (ii) read replies to Recoup-sent messages in your Outlook inbox for the purpose of detecting customer responses and updating invoice status; and (iii) organize handled reply threads within your mailbox (for example, moving them to a dedicated “Recoup” folder and marking processed messages as read). Recoup does not read unrelated emails, does not delete any messages, does not share email content with third parties for advertising or marketing, and does not train AI or machine learning models on your email content.

Revocation.You may revoke Recoup's access to your Connected Email Account at any time from within the Service (/settings/email → Disconnect), by deleting your account, or directly through your Google or Microsoft account security settings. Upon disconnection, stored OAuth tokens are immediately deleted from Recoup's database.

Your responsibilities.You are responsible for ensuring that emails sent through your Connected Email Account comply with all applicable laws, your email provider's terms of service, and Recoup's Acceptable Use policy.

You agree not to use the Service to:

• Violate the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, Florida Telephone Solicitation Act (FTSA), the Fair Debt Collection Practices Act (FDCPA) to the extent applicable, or any state debt-collection or consumer-protection statute.
• Harass, intimidate, threaten, or deceive any recipient of communications.
• Pursue debts you did not originate, debts you have sold or assigned, or debts subject to an active dispute or bankruptcy stay. You represent and reaffirm with each invoice processed through the Service that you are the original creditor and retain lawful authority to seek payment.
• Attempt to probe, reverse-engineer, decompile, disassemble, circumvent, or disrupt the security, integrity, or performance of the Service, or to derive or extract the source code, underlying algorithms, or proprietary information from the Service.
• Use the Service to send content that is unlawful, infringing, defamatory, or discriminatory.

As between the parties, you own all Customer Data. You grant Recoup a worldwide, non-exclusive, royalty-free license to access, store, process, display, transmit, and otherwise use Customer Data solely to provide, secure, improve, and support the Service during the term of your Subscription, and for a reasonable wind-down period thereafter as described in the Privacy Policy.

Recoup may generate aggregated or anonymized metrics (for example, average DSO improvement across all customers) that do not identify you or any individual, and may use those metrics to improve the Service and report industry benchmarks.

Recoup's processing of Customer Data is governed by our Privacy Policy and, for customers who require one, a Data Processing Agreement available upon request by emailing support@recoup.cash. The DPA supplements these Terms with additional data protection obligations where required by applicable law.

Messages drafted by the Service are generated by an artificial intelligence model. You must affirmatively select your Approval Mode during onboarding. If you select auto-send mode, you authorize Recoup to send communications on your behalf without per-message approval, subject to the tone, frequency, and threshold settings you configure. You may change your Approval Mode at any time in your account settings.

By enabling auto-send mode, Customer expressly assumes all risks associated with automated communications without prior review.

You acknowledge and agree that:

• AI output can contain errors, inaccuracies, hallucinations, or content inappropriate to the context. Manual review is available at all times via the Approval Mode setting.
• You are ultimately responsible for every message the Service sends on your behalf, including the substance, accuracy, appropriateness, and legal compliance of those messages.
• Recoup provides configurable tone, frequency caps, and send windows to help you stay within appropriate bounds, but these controls are tools — not a substitute for your judgment.

Recoup and its licensors own all right, title, and interest in and to the Service, including all software, algorithms, designs, documentation, trademarks, and derivative works, whether registered or not. No rights are granted to you other than the limited, revocable, non-exclusive, non-transferable right to use the Service in accordance with these Terms.

Feedback you provide is given voluntarily and may be used by Recoup without obligation or compensation.

Each party agrees to maintain the confidentiality of the other party's non-public business information disclosed during the Subscription. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law. Customer Data confidentiality is governed additionally by the Privacy Policy.

The Service depends on third-party providers, including without limitation: Intuit Inc. (QuickBooks Online), Anthropic PBC (Claude AI), Google LLC (Gmail via OAuth), Microsoft Corporation (Outlook via Microsoft Graph API), Supabase Inc. (database and authentication), Vercel Inc. (hosting), and, when enabled, Stripe Inc. (billing), Twilio Inc. (SMS), and Lob Inc. (physical mail). Your use of such providers through the Service is subject to their respective terms. Recoup is not responsible for the availability, performance, or actions of third-party providers.

You may cancel your Subscription as described in Section 5. Recoup may suspend or terminate the Service, with or without notice, if (a) required by law, (b) you materially breach these Terms, including the Acceptable Use policy, (c) a third-party provider revokes access essential to the Service, or (d) your account poses a security or compliance risk.

Upon termination, Recoup will make your Customer Data available for export in CSV and JSON formats for 30 days, after which it will be deleted or anonymized in accordance with the Privacy Policy and applicable law. OAuth tokens for Connected Email Accounts are deleted immediately upon termination.

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RECOUP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

No guarantee of compliance. Recoup does not provide legal advice and does not guarantee that use of the Service will comply with any applicable law or regulation. Customer is solely responsible for ensuring that its use of the Service, including the substance and manner of communications, complies with all laws applicable to Customer and its customers.

No guarantee of service availability. Recoup does not guarantee any specific level of Service availability or uptime. The Service depends on third-party providers, including Intuit QuickBooks Online, Anthropic, Google, and Microsoft, whose outages, API changes, or service discontinuation may temporarily or permanently affect the Service. Recoup will use commercially reasonable efforts to maintain Service availability but makes no contractual commitment regarding specific uptime percentages. Recoup is not liable for any losses resulting from the downtime, API changes, or service discontinuation of Intuit, Anthropic, Google, Microsoft, or other third-party providers.

No guarantee of results.Recoup does not guarantee any specific collection rate, recovery percentage, customer behavior, or financial outcome. Collection results depend on numerous factors outside Recoup's control, including your customers' financial circumstances, your pricing, your relationships, and general economic conditions.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RECOUP'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES YOU PAID TO RECOUP IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. RECOUP WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SPECIFICALLY WITH RESPECT TO AI-GENERATED CONTENT: RECOUP DISCLAIMS ALL LIABILITY FOR DAMAGES ARISING FROM THE SUBSTANCE, ACCURACY, OR APPROPRIATENESS OF MESSAGES DRAFTED BY THE SERVICE'S AI ENGINE. CUSTOMER ACKNOWLEDGES THAT AI OUTPUT MAY CONTAIN ERRORS, HALLUCINATIONS, OR INAPPROPRIATE LANGUAGE, AND CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, APPROVING, AND/OR CONFIGURING AUTO-SEND SETTINGS IN ACCORDANCE WITH CUSTOMER'S JUDGMENT AND RISK TOLERANCE.

This limitation of liability applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if Recoup has been advised of the possibility of such damages.

You will defend, indemnify, and hold harmless Recoup, its officers, employees, and agents from any claim, demand, loss, or damages (including reasonable attorneys' fees) arising out of or related to:

1. Your misrepresentation of being the original creditor on any invoice;
2. Your violation of the TCPA, CAN-SPAM Act, FTSA, FDCPA (where applicable), or any state consumer-protection or debt-collection statute in connection with communications authorized by you;
3. Your failure to obtain required consents from your customers before initiating communications through the Service;
4. Your infringement or misappropriation of any third party's rights through your use of the Service;
5. Your breach of these Terms; or
6. The specific substance or content of any communication sent through the Service at your direction or using your configuration settings, including without limitation any claim that such communication is false, misleading, defamatory, harassing, or otherwise unlawful.

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Sarasota County, Florida for any action not subject to arbitration.

The parties will attempt to resolve any dispute informally for at least 30 days before initiating arbitration. If informal resolution fails, the dispute will be finally resolved by binding arbitration administered in accordance with the Florida Arbitration Code, seated in Sarasota County, Florida, by a single arbitrator mutually selected by the parties.

Class Action Waiver. The parties agree that any arbitration will be conducted on an individual basis only. Class actions, class arbitrations, and consolidated actions are not permitted. If any portion of this class action waiver is held unenforceable, the remainder of Section 18 will remain in effect, except that any class claims must be filed in the state or federal courts located in Sarasota County, Florida.

Nothing in this Section prevents either party from seeking injunctive relief in court for infringement of intellectual property or breach of confidentiality.

Recoup may update these Terms from time to time. Material changes will be communicated at least 30 days before they take effect, via email to your account address and an in-app notice. If you do not agree to material changes, you may cancel your Subscription before the effective date without penalty. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

• Entire Agreement. These Terms and the Privacy Policy constitute the entire agreement between the parties and supersede all prior agreements on the same subject matter.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
• No Waiver. Failure to enforce any provision does not waive future enforcement.
• 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 assets.
• Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.
• No Fiduciary Duty.Recoup does not assume any fiduciary duty to Customer or Customer's customers, and nothing in these Terms creates any such relationship.
• Headings. Section headings in these Terms are for convenience only and do not affect interpretation.
• Force Majeure. Neither party is liable for failures caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, power outages, internet outages, or third-party service provider failures.

Questions about these Terms? Contact us at support@recoup.cash.

Recoup Systems Inc.
Sarasota, Florida, USA