Terms of Service

1. The ReconLayer Service

ReconLayer is an API-first reconciliation and exception platform for payment outcomes.

ReconLayer helps businesses convert expected payments and fragmented evidence into reviewable reconciliation cases with explainable matches, delta clarity, and audit history.

The service may include:

1. PaymentIntent intake.
2. RawRecord evidence ingestion.
3. FlowLeg normalization.
4. ReconciliationCase creation and review.
5. MatchLink explanations.
6. Delta breakdowns.
7. AuditEvent history.
8. FlowLegReference identifiers.
9. Provider evidence workflows.
10. On-chain evidence workflows.
11. Bank, PSP, ledger, ERP, webhook, CSV, API, or file-based evidence workflows.
12. Dashboard access.
13. API access.
14. Documentation.
15. Support and related tools.

ReconLayer does not move money, initiate payments, execute payments, settle transactions, custody funds, act as a bank, act as a payment processor, provide money transmission, provide accounting advice, provide tax advice, provide legal advice, provide investment advice, automate compliance, or guarantee financial, accounting, audit, regulatory, or settlement outcomes.

2. Eligibility and Authority

You may use ReconLayer only if you are legally able to enter into a binding agreement.

If you use ReconLayer on behalf of an organization, you represent that:

1. You are authorized to accept these Terms on behalf of that organization.
2. The organization will be responsible for your use of the services.
3. All users you authorize will comply with these Terms.

3. Accounts and Authorized Users

To use ReconLayer, you may need to create an account or organization workspace.

You are responsible for:

1. Providing accurate and complete account information.
2. Maintaining the confidentiality of credentials.
3. Securing API keys, tokens, and authentication methods.
4. Managing authorized users.
5. Assigning appropriate roles and permissions.
6. Promptly disabling access for users who no longer require it.
7. Notifying ReconLayer of unauthorized access or suspected security incidents.

You are responsible for all activity under your account, workspace, credentials, API keys, integrations, and authorized users.

4. Customer Data

“Customer Data” means data, records, files, payloads, evidence, metadata, and other information submitted to ReconLayer by or on behalf of Customer.

Customer retains ownership of Customer Data.

Customer grants ReconLayer a limited, non-exclusive right to process Customer Data only as necessary to:

1. Provide, operate, secure, and support the services.
2. Process Customer Data according to Customer instructions.
3. Generate reconciliation cases, match explanations, deltas, statuses, and audit history.
4. Provide API, dashboard, documentation, and support functionality.
5. Maintain, troubleshoot, and improve the services.
6. Comply with applicable law.
7. Enforce these Terms and protect rights.

Customer is responsible for the accuracy, legality, quality, completeness, and appropriateness of Customer Data.

5. Customer Responsibilities

Customer is responsible for:

1. Using ReconLayer only for lawful business purposes.
2. Ensuring Customer has the right to submit Customer Data to ReconLayer.
3. Providing required notices and obtaining required consents or legal bases.
4. Configuring integrations, imports, APIs, and webhooks responsibly.
5. Maintaining appropriate finance, accounting, compliance, reporting, and operational controls outside ReconLayer.
6. Reviewing reconciliation cases, match reasons, deltas, exceptions, evidence trails, exports, and audit history before relying on them.
7. Ensuring use of ReconLayer complies with applicable laws, contracts, internal policies, and third-party terms.
8. Maintaining backups or source records outside ReconLayer where appropriate.

Customer acknowledges that reconciliation outputs depend on the quality, completeness, timing, format, and accuracy of data submitted by Customer or third-party systems.

6. Reconciliation Outputs and Human Review

ReconLayer may produce or display match reasons, deltas, case statuses, exception indicators, evidence trails, and audit history.

These outputs are intended to support operational review and finance workflows.

ReconLayer does not guarantee that:

1. All records will match.
2. All exceptions will be detected.
3. All evidence sources are complete.
4. All third-party data is accurate or timely.
5. Reconciliation outputs are error-free.
6. Reconciliation outputs satisfy legal, regulatory, accounting, tax, audit, or compliance requirements.
7. Customer may rely on outputs without review.

Customer is responsible for making final business, finance, compliance, accounting, reporting, payout, and operational decisions.

7. Acceptable Use

Customer may not, and may not allow any user or third party to:

1. Use ReconLayer for unlawful, fraudulent, deceptive, harmful, or abusive purposes.
2. Submit data Customer is not authorized to process.
3. Attempt to gain unauthorized access to ReconLayer or related systems.
4. Interfere with or disrupt the services.
5. Circumvent rate limits, access controls, security measures, or usage restrictions.
6. Upload malware, malicious code, or harmful content.
7. Probe, scan, or test the vulnerability of ReconLayer except through an authorized security program or written permission.
8. Reverse engineer, decompile, disassemble, or attempt to derive source code except where prohibited by law.
9. Copy, modify, distribute, sell, lease, sublicense, or create derivative works from ReconLayer except as permitted by these Terms.
10. Use ReconLayer to build or train a competing product by copying protected features, workflows, documentation, design, or functionality.
11. Misrepresent ReconLayer’s capabilities.
12. Claim that ReconLayer moves money, executes payments, guarantees settlement truth, automates compliance, or replaces required finance or accounting controls.

8. API Keys and Integrations

ReconLayer may allow Customer to connect external systems, including payment providers, banks, blockchain data sources, PSPs, ERP systems, ledgers, webhook endpoints, file imports, or other business systems.

Customer is responsible for:

1. Securing API keys, credentials, tokens, and secrets.
2. Authorizing third-party connections.
3. Reviewing and complying with third-party terms.
4. Ensuring third-party data may be lawfully processed.
5. Monitoring integration behavior.
6. Rotating or revoking credentials when appropriate.
7. Disabling integrations when no longer required.

ReconLayer is not responsible for third-party services, third-party data accuracy, third-party downtime, third-party API changes, data delays, or third-party security incidents outside ReconLayer’s control.

9. Fees and Payment

If Customer’s use of ReconLayer is subject to fees, Customer agrees to pay all fees described in the applicable order form, invoice, subscription plan, pricing page, or written agreement.

Unless otherwise stated in a written agreement:

1. Fees are non-refundable.
2. Taxes are Customer’s responsibility.
3. Fees are payable in the currency stated in the applicable order form, invoice, or plan.
4. Late payments may result in suspension or termination.
5. Subscription fees may renew automatically according to the applicable plan or order form.
6. Usage-based fees may be calculated based on API calls, records, evidence volume, users, workspaces, storage, integrations, or other metered usage.

10. No Standard SLA

Unless expressly stated in a separate written agreement, enterprise agreement, order form, or service level agreement, ReconLayer does not provide any uptime, availability, support response time, recovery time, service credit, or performance guarantee.

Any service level commitments must be agreed separately in writing.

11. Beta, Demo, Preview, and Early Access Features

ReconLayer may provide beta, demo, preview, planned, or early access features.

These features may be incomplete, experimental, unavailable, changed, limited, or discontinued at any time.

Beta, demo, preview, planned, and early access features are provided “as is” and should not be used for production-critical workflows unless expressly agreed in writing.

12. Privacy and Data Protection

ReconLayer’s processing of personal data is described in the Privacy Policy.

Where required, the parties may enter into a Data Processing Addendum or similar agreement.

Customer is responsible for determining whether Customer Data includes personal data and for complying with applicable privacy and data protection laws.

Where ReconLayer processes Customer Data on behalf of Customer, ReconLayer will process such data according to Customer instructions and the applicable data processing terms.

13. Subprocessors

Customer authorizes ReconLayer to use subprocessors to provide the services.

ReconLayer will make its current list of subprocessors available to customers upon request.

ReconLayer will require subprocessors to comply with confidentiality, security, and data protection obligations appropriate to the services they provide.

Where required by applicable law or written agreement, ReconLayer will provide notice of material changes to subprocessors.

14. Security

ReconLayer will use reasonable administrative, technical, and organizational measures designed to protect the services and Customer Data.

Customer is responsible for securing its own systems, devices, accounts, credentials, API keys, integrations, users, permissions, and data sources.

Customer must promptly notify ReconLayer of any unauthorized access, compromised credentials, or suspected security incident involving the services.

15. AI and Data Training

ReconLayer does not use Customer Data to train public, general-purpose, or third-party AI models.

ReconLayer will not use Customer Data to train proprietary models except with Customer’s prior written authorization or as expressly stated in a separate written agreement.

ReconLayer may use aggregated, anonymized, or de-identified information that does not identify Customer, users, or individuals to understand usage patterns, improve services, and develop product features.

16. Confidentiality

Each party may receive confidential information from the other party.

Confidential information includes non-public business, technical, financial, product, security, customer, operational, and commercial information.

The receiving party will:

1. Use confidential information only for purposes related to the services.
2. Protect confidential information using reasonable care.
3. Not disclose confidential information except to personnel, contractors, advisors, service providers, or representatives who need access and are bound by confidentiality obligations.
4. Return or delete confidential information upon request, subject to legal, backup, and archival requirements.

Confidentiality obligations do not apply to information that:

1. Is or becomes public without breach.
2. Was already known without restriction.
3. Is independently developed without use of confidential information.
4. Is lawfully received from another source.
5. Must be disclosed by law, regulation, court order, or government request.

17. Intellectual Property

ReconLayer and its licensors own all rights, title, and interest in and to the services, software, APIs, documentation, designs, workflows, systems, models, templates, technology, and related intellectual property.

Customer owns Customer Data.

No rights are granted except as expressly stated in these Terms or a separate written agreement.

Customer may not copy, modify, distribute, sell, lease, sublicense, or create derivative works from ReconLayer except as permitted by these Terms.

18. Feedback

If Customer provides feedback, suggestions, ideas, comments, or recommendations, Customer grants ReconLayer the right to use that feedback without restriction or compensation.

Feedback does not include Customer Data or Customer confidential information.

19. Compliance with Laws

Customer will comply with all applicable laws and regulations in connection with use of ReconLayer, including laws relating to privacy, data protection, anti-corruption, sanctions, export controls, financial services, accounting, taxation, and recordkeeping where applicable.

Customer is responsible for determining whether ReconLayer is appropriate for Customer’s intended use.

20. Suspension

ReconLayer may suspend access to the services if:

1. Customer breaches these Terms.
2. Customer fails to pay fees when due.
3. Customer’s use creates security, legal, operational, or reputational risk.
4. Customer’s use may harm ReconLayer, other customers, users, third parties, or the services.
5. Suspension is required by law, regulation, court order, government request, or third-party provider.
6. ReconLayer reasonably suspects unauthorized access, misuse, or security compromise.

Where reasonable, ReconLayer will provide notice and an opportunity to resolve the issue.

21. Termination

Either party may terminate according to the applicable order form, subscription plan, written agreement, or these Terms.

If no separate agreement applies, Customer may stop using ReconLayer at any time, and ReconLayer may terminate or restrict access with reasonable notice.

Upon termination:

1. Customer’s right to use ReconLayer ends.
2. Customer remains responsible for unpaid fees.
3. ReconLayer may delete, retain, or return Customer Data according to the applicable agreement, retention procedures, and legal requirements.
4. Provisions that by nature should survive will survive, including payment obligations, confidentiality, intellectual property, privacy, data protection, disclaimers, limitation of liability, indemnity, governing law, and dispute provisions.

22. Disclaimers

ReconLayer is provided on an “as is” and “as available” basis except as expressly stated in a separate written agreement.

To the maximum extent permitted by law, ReconLayer disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, availability, accuracy, reliability, security, and error-free operation.

ReconLayer does not warrant that the services will be uninterrupted, timely, secure, free from defects, or free from harmful components.

23. Limitation of Liability

To the maximum extent permitted by law, ReconLayer will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost data, loss of goodwill, business interruption, or cost of substitute services.

To the maximum extent permitted by law, ReconLayer’s total aggregate liability arising out of or relating to these Terms or the services will not exceed the fees paid or payable by Customer to ReconLayer for the services during the twelve months immediately preceding the event giving rise to liability.

The limitations in this section apply regardless of the legal theory of liability, whether based in contract, tort, negligence, strict liability, statute, or otherwise, and even if a party has been advised of the possibility of such damages.

Nothing in these Terms limits liability that cannot be limited under applicable law.

24. Indemnity

Customer will defend, indemnify, and hold harmless ReconLayer and its officers, directors, employees, contractors, affiliates, and representatives from and against claims, damages, liabilities, losses, costs, and expenses, including reasonable legal fees, arising out of or relating to:

1. Customer Data.
2. Customer’s use of ReconLayer.
3. Customer’s integrations or third-party services.
4. Customer’s breach of these Terms.
5. Customer’s violation of law.
6. Customer’s infringement or misappropriation of third-party rights.
7. Customer’s failure to provide required notices, consents, rights, or legal bases.

25. Changes to the Services or Terms

ReconLayer may update the services and these Terms from time to time.

If changes are material, ReconLayer will provide notice by posting the updated Terms, updating the “Last Updated” date, sending notice, or using another reasonable method.

Continued use of ReconLayer after changes become effective means Customer accepts the updated Terms.

26. Governing Law and Jurisdiction

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

Subject to any separate written agreement between the parties, the courts located in Bengaluru, Karnataka, India will have exclusive jurisdiction over disputes arising out of or relating to these Terms or the services.

27. Notices

ReconLayer may provide notices by email, through the services, through the website, or by other reasonable means.

Customer may provide legal notices to ReconLayer at:

support@reconlayer.com

28. Miscellaneous

These Terms, together with any applicable order form, written agreement, Privacy Policy, Data Processing Addendum, and other referenced terms, constitute the entire agreement between the parties regarding the services.

Customer may not assign these Terms without ReconLayer’s prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.

ReconLayer may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law.

If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect.

Failure to enforce a provision is not a waiver.

There are no third-party beneficiaries unless expressly stated.