Terms of Service

** Elacity Control Plane (ECP) Terms of Service**

Last Updated: March 2, 2026

Please read these Terms of Service (these "Terms") carefully, as they constitute a legally binding agreement between Ellavox LLC, a Missouri limited liability company ("Ellavox," "we," "us" or "our") and an end-user and any employees, agents, contractors and any other entity on whose behalf the end-user accepts these terms (collectively, "you" and "your") and apply to your use of our website and PRM which stands for Elacity Control Plane (the "Services" as defined below). In case you are utilizing the Services as a representative of a party (e.g. your employer or customer, collectively the "Client"), your acceptance of these Terms also binds the Client.

This is a binding agreement. If you use the Services or click accept or agree to these Terms if presented to you in a user interface for the Services, or you have signed a subscription agreement that serves as a master agreement, you are legally bound by the obligations in these Terms. If you are entering into these Terms on behalf of a Client, you represent and warrant that you have the authority to bind the Client to these Terms, and any reference to "you" and "your" will refer and apply to that party. If you do not agree to all of these Terms, you shall not use the PRM Service and you should not set up an Account (as defined).

By agreeing to these Terms, you expressly agree that except for limited circumstances, the parties will only resolve disputes by arbitration, solely on an individual basis.

1. Acceptance of these Terms

You hereby agree to accept these Terms by opening an account under a username, notwithstanding any existing services agreement to which you may also be signatory which incorporated these Terms by reference.

You also agree to abide by other Ellavox rules and policies, including our Privacy Policy (which explains what information we collect from you and how we protect it) that are expressly incorporated into and are a part of these Terms. Please read them carefully.

Once you accept these Terms you are bound by them until they are terminated. See Section 7 (Term and Termination).

2. Using the Services

a. Right to Use and License. Subject to your compliance with these Terms, Ellavox hereby grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable (i) right to use the Services and (ii) if applicable in cases of on premise installations, license to object code that is installed in your Systems (where "Systems" means computing machine running code, whether on your premise or on a 3^rd party's cloud platform), solely for the purposes of utilizing the Service to manage prompts and AI agents and solely in the manner described in these Terms and in any technical documentation contained in, or provided with, the Services.

You acknowledge and agree that you are only being granted a right to use the Services and nothing is being sold to you. You do not acquire any ownership interest in the Services under these Terms, or any other rights thereto, other than to use the Service in accordance with the use rights specified and other terms, conditions, and restrictions of these Terms. We reserve all other rights that are not granted in these Terms.

See Section 4 for more details on your use and Intellectual Property Rights (as defined below) under these Terms.

b. What We Provide. The Services include but are not limited to a hosted software solution ("Platform") that allows you to manage and deploy AI prompts utilized as part of agentic AI solutions. The Services allow you to achieve AI stability and compliance with a controlled, auditable, version-controlled framework for managing AI prompt systems across teams and environments. It utilizes, strongly-typed JSON Schema contracts, modular, reusable prompt components called "promptlets," semantic versioning with lockfiles, and pluggable validation pipelines that can be run on every build with schema checks, linting, and dry-run tests-all before deployment. This allows you to ensure that only validated, compliant artifacts are promoted into production.

c. Third-Parties. Our Services interact with third-party service providers (our "Providers") as part of Services such as Vapi, Open AI, Ellavox, Salesforce, ServiceNow, or other parties that you wish to utilize. We expect our Providers list to grow with time. You understand and agree that when you use the various aspects of the Services, we will be sharing Your Content (as defined) with each Provider, subject to each Provider's individual terms and conditions. We do not make any representation and warranties on any Provider's behalf, nor are we an agent of any such Provider. We principally provide you a control layer to allow you to effectively manage AI prompts that leverage each such Provider's capabilities.

Our Services are very flexible and our Platform is intended to allow you to customize which third parties you would like to use as part of the Services (whether our Providers or your own, including your own AI Models).

You will need to have separate subscriptions with our Providers in most cases.

d. Use Restrictions. You agree to not, directly or indirectly (and will not permit any third party) to:

do anything with the Services other than use them for your own use as intended under these Terms, including not to license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services;
use the Services in any way that would violate applicable law or otherwise give rise to criminal or civil liability;
create prompts and AI agents using our Services for any illegal purpose
use Ellavox's name, trademarks, service marks, trade names, designs, logos, photos, or any other materials we make available via the Services, except as allowed by these Terms;
remove, alter or destroy any copyright notices or other proprietary markings (trademarks, service marks or other proprietary notices) contained on or in the Services or infringe Ellavox's Intellectual Property Rights;
copy, modify, translate, adapt, merge, archive, download, upload, disclose, distribute, sell, lease, syndicate, broadcast, perform, display, make available, make derivatives of, or otherwise use the Services or its content on the Services, other than as expressly permitted by these Terms or enabled by the Services' intended functionality, except to the extent the foregoing restrictions are expressly prohibited by applicable law;
reverse engineer, duplicate, decompile, disassemble, or decode any part of the software we provide or the Services, or otherwise extract the source code of the software of the Service;
use any robot, spider, crawler, scraper, avatar, miner or other manual or automated means to access the Services, "scrape" or download data from any part of our Platform or our website, or extract any information that doesn't relate to Your Content;
upload viruses or other malicious code or otherwise compromise, bypass, or circumvent the security of the Services;
disrupt or hinder (or try to do so) any of the Service's web pages, connected servers or networks, or technical systems of a Provider, or not follow protocols or guidelines linked to the Service;
try to detect, scan, or test any vulnerabilities of the Services or any of our or our Providers' systems or networks, or breach or override any security or authentication protections for the Services;
pretend to be someone else or falsely represent your association with any other entity;
access the Service in ways that are not authorized by these Terms; or
leverage the Service to produce datasets for neural network training, machine modeling, or developing templates or products for third-party or to benchmark, compete with or replicate the Services.
use the Services in a manner that violates the Health Insurance Portability and Accountability Act (HIPAA), the Payment Card Industry Data Security Standard (PCI DSS), or the European Union's General Data Protection Regulation (GDPR). Any storing, processing or transmitting data which falls under any of these standards, while failing to properly follow these standards constitutes a material breach of these Terms, and you assume sole responsibility and liability for such data and compliance failures and you acknowledge that Ellavox is not responsible for your failure to comply with HIPAA, PCI or GDPR requirements.

In all cases, Ellavox will determine in our sole discretion whether any action of an end-user violates the above rules. Violation of the above rules is a breach of these Terms.

e. Service Updates. You understand that the Services will evolve from time to time. You acknowledge and agree that Ellavox may update the Services on the Platform with or without notifying you, including adding or removing features, products, or functionalities. Ellavox may also require you to accept updates to the software that you have installed on your System as applicable.

f. Fees. Usage of our Services is subject to the fees that are set out on our website. Nothing prevents us from revising the monthly fees charged for our Services, or introducing new features and benefits and charging additional amounts. Your costs under any subscription to our Services will not change until your then current term of subscription (e.g. if you are a monthly subscriber, then at the end of the month we revise our fees). Our fees are separate and apart from the fees our Providers charge or those third parties that you may have subscribed to yourself.

g. No Regulated/High Risk Use. The Services are not designed, intended, or certified for use in any regulated, safety-critical, or high-risk environments, including without limitation medical or clinical diagnosis, patient care, emergency response, autonomous vehicle operation, nuclear facilities, or other systems where failure could result in death, personal injury, or environmental damage, nor for processing data subject to HIPAA, PCI DSS, GLBA, FERPA, or similar regulatory regimes, except pursuant to a separate written agreement expressly authorizing such use and signed by an authorized officer of Ellavox. Any use in violation of this Section is at your sole risk.

3. Creating an Account

a. Registration. To access the Services, you must register and obtain login credentials for an account ("Account") and provide information as prompted by the account registration flow. You represent and warrant that: (a) all registration information you submit is truthful and accurate; and (b) you will maintain and promptly update such information to keep it true, accurate, current and complete. You may delete your Account at any time, for any reason in accordance with Section 7(b).

b. Eligibility. The Services are only available to end-users who can form legally binding contracts under applicable law. By accessing or using the Services, you represent and warrant that you are at least 18 years of age or over the age of majority in the state or country where you are a resident or citizen. You are not eligible to be a Client or an end-user if you are barred from using the Services under the laws of the United States or any other applicable jurisdiction, including pursuant to Section 15 (Export Control) in these Terms.

c. User Information & Credentials. When you create an Account with Ellavox, you will be asked to choose a username and password. You acknowledge and agree that you are exclusively responsible for the security and confidentiality of your login credentials and for all use of the Services and all related charges that may arise from such use of the Services in connection with your login credentials, with or without your knowledge. You may not share your Account or password with anyone, and you agree to notify Ellavox immediately of any actual or suspected unauthorized use of your Account, your password or any other breach of security as related to the Services, including on any hardware device which you may use to access our Services. Each end user must maintain their own credentials.

4. Intellectual Property Rights, Ownership and Grants

a. Your Content. When you utilize our Service, all materials uploaded to or transmitted via the Platform is your content ("Your Content"). You own all rights and title in Your Content, including any Intellectual Property Rights. You represent and warrant that you have all rights, consents, and legal bases necessary to upload, process, and transmit Your Content through the Services, and that Your Content does not violate any law, regulation, contractual obligation, or third-party right. Ellavox does not claim any ownership of Your Content or assert any rights under your Intellectual Property Rights other than as granted under these Terms.

b. Rights You Grant Us.

You hereby grant Ellavox a worldwide, royalty-free, sublicensable license to host, store, cache, use, display, reproduce, modify, adapt, edit, analyze, transmit, and distribute ("Manage") Your Content during the Term. This license to Manage is solely to provide, secure, operate, support, and improve the Services and enforce these Terms during the Term.

We do not utilize Your Content to obtain any customer specific intelligence. Our scope of use of data in all instances is only for purposes of enhancing the Services, and does not in any way relate to capturing and using personal information or any information/inputs in respect to your business.
You agree that submission of any ideas, suggestions, documents, and/or proposals to Ellavox ("Feedback") is at your own risk and that Ellavox has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Ellavox a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable and transferable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback for any purpose. You irrevocably waive any claim against Ellavox relating to or arising from Ellavox's use of Feedback, including claims for compensation, unfair competition, misappropriation, or implied confidentiality.

c. Ellavox's Rights. The Services utilize technology and capabilities and contain certain materials provided by us as well as our licensors, including but not limited to, all proprietary LLM, content, information, software, images, text, graphics, illustrations, logos, and (as applicable) audio and video. Ellavox and its licensors reserve all ownership and Intellectual Property Rights to all parts of our Services. For the purposes of these Terms, "Intellectual Property Rights" means all (i) patents, patent disclosures, and inventions (whether patentable or not), (ii) trademarks, (iii) copyrights and copyrightable works (including computer programs), and rights in data and databases, and (iv) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. Your use rights, as set out under Section 2 above are subject to compliance with these Terms and as applicable payment of the applicable fees.

d. Rights Granted to Third Parties

Providers that deliver part of our Services, whether pursuant to a contract directly with you or though us, require rights to Manage Your Content as applicable to the service they provide. Each Provider has its own contractual terms that apply. Please review the specific terms of service or equivalent agreement which apply to the Provider that you elect to utilize as part of the Services. While we expect each Provider to comport to industry norms and comply with their privacy policies and the license and rights granted to them under terms agreed upon with you, we do not monitor nor make any guarantees or warranties in respect of their compliance with their contractual and legal obligations.

e. Confidentiality of Platform. Non-public aspects of the Services, including architecture, workflows, performance characteristics, security features, and documentation, constitute Ellavox confidential information. You may not disclose such confidential information without Ellavox's prior written consent.

5. Aggregate Stats

Ellavox shall monitor your use of the Services, including the Platform, and collect and compile data and information related to all such use in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform ("Aggregated Statistics"). Such Aggregated Statistics are wholly owned by the Company with all rights reserved and may be used for operating, developing, providing, promoting, and improving the Services. Ellavox may monitor, analyze, and audit use of the Services to verify compliance with these Terms, prevent abuse, ensure platform stability, comply with legal obligations, and protect Ellavox's rights. Such monitoring will not involve review of Your Content except as reasonably necessary to provide the Services, investigate suspected violations, or comply with law.

6. Communications

By entering into these Terms or using the Services, you agree to receive communications from us, including via email, and/or push notifications. Communications from us may include, but are not limited to, operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, and news concerning Ellavox and industry developments.

7. Term and Termination

a. Term. These Terms commence on the earlier of the date you first opened an Account to use the Services or the date when you accepted these Terms, and these Terms will remain in full force and effect while you use the Services, unless terminated earlier in accordance with this Section.

b. Termination by Ellavox. Ellavox has the right to, immediately and without notice, suspend or terminate any of the Services provided to you if you have breached any provision of these Terms, if Ellavox is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), if it is commercially impracticable for Ellavox to provide the Services, or Ellavox reasonably determines that your use (i) poses a security, legal, or reputational risk to Ellavox or any Provider, (ii) may subject Ellavox to liability, or (iii) materially degrades or threatens the integrity or performance of the Services. Ellavox shall exercise such suspension or termination right in good faith.

c. No Liability for Termination by Ellavox. You agree that all terminations will be made in Ellavox's sole discretion and that Ellavox will not be liable to you or any third party for any termination of your Account, provided that if applicable, Ellavox shall refund you any prepaid amount, on a pro-rata basis, for any duration of the term of subscription to our Service which remains after the termination of your Account.

d. Termination by You. Other than the clauses which survive any expiry or termination of these Terms, these Terms (with surviving terms excepted) shall not apply to you upon your notice to us requesting Services no longer be provided.

e. Effect of Termination. If Services are terminated for any reason, your use rights shall cease and you may not be able to access your Account and all related information or files associated with or inside your Account (or any part thereof) may be deleted. Ellavox will not have any liability whatsoever, to you for any suspension or termination.

f. Survival. The following Sections shall survive any termination of your use right: This Section 7(f), Sections 4, 7, 9, 10, 11, 12, 14, 16, and 19.

8. Changes to Terms

These Terms are subject to occasional revision by Ellavox. When changes are made, Ellavox will make a new copy of these Terms of Service available on the website or within the Services. We will also update the date at the top of these Terms. If we make any substantial changes, and you have registered with us to create an Account, we will also send an email to you at the last e-mail address you provided to us to notify you. Any changes to these Terms will be effective immediately for new registered users of the Services and will be effective 30 days after posting notice of such changes on the website for existing registered users, provided that any material changes will be effective for registered users who have an Account with us upon the earlier of 30 days after posting notice of such changes on the website or 30 days after dispatch of an e-mail notice of such changes to registered users. Ellavox may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. IF YOU DO NOT AGREE TO ANY CHANGES AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU WILL STOP USING THE SERVICES. OTHERWISE, YOUR CONTINUED USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

9. Indemnity

a. Your Indemnification Obligation. You agree, to the extent permitted by law, to indemnify, defend, and hold harmless Ellavox, our directors, officers, stockholders, employees, licensors, providers, and agents ("Ellavox Parties") from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") due to, arising out of, or relating in any way to: (a) your access to or use of the Services, including any prompts, agents, workflows, or outputs generated using the Services; (b) your breach of these Terms, any representation or warranty or any policy incorporated herein, any rights of another party, or your violation of any industry standards, applicable law or regulation, including but not limited to the Telephone Consumer Protection Act of 1991 (TCPA), the Telemarketing and Consumer Fraud and Abuse Prevention Act, and their implementing regulations; (c) your violation of or (d) your reliance on, deployment of , or decisions made using AI outputs generated via the Services, or (d) your negligence or willful misconduct. Ellavox reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Ellavox in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, these Terms and/or your access to the Services.

b. Indemnification by Ellavox. Ellavox will defend, indemnify and hold harmless each you and as applicable your officers, directors, employees, contractors and licensors (collectively, "Subscriber Indemnitees"), from and against any costs, damages (including reasonable attorneys' fees) that are awarded in final non-appealable judgment against or paid in settlement in connection with any action or suit first brought against a Subscriber Indemnitee by a third party based upon a third-party claim alleging that (i) the Services, as provided by Ellavox pursuant to these Terms (exclusive of any Your Content, third party materials or combinations not provided by Ellavox ), infringe any Intellectual Property Rights or misappropriate any trade secret, or (ii) directly arises from or directly relate to the reckless disregard, willful misconduct, or fraud of Ellavox, violation of applicable law by Ellavox, or any material breach by Ellavox of any of its representations or warranties hereunder. Subscriber Indemnitees agree to provide Ellavox reasonable cooperation, at Ellavox's expense, in the defense and settlement of such claim, and Ellavox shall have sole authority to defend or settle such claim, provided (y) no settlement shall require payment or a confession or admission of fault by any Subscriber Indemnitees or require any Subscriber Indemnitee to take (or refrain from taking) any action without the applicable Subscriber Indemnitee's prior written consent and (z) if such claim relates to any Intellectual Property Rights or confidential information of the Subscriber Indemnitees, the Subscriber Indemnitees shall have sole control of the defense and settlement of such claim.

c. Injunctions. If your use of the Services is, or in Ellavox's reasonable opinion is likely to be, enjoined due to claims specified in Section 9(b), then Ellavox may at its sole option and expense (without limiting Ellavox's indemnity obligation to Subscriber Indemnitees): (a) replace or modify the Services to make them non-infringing and of substantially equivalent functionality; (b) procure for you the right to continue using the Services under these Terms; or (c) terminate your rights and Ellavox's obligation under these Terms with respect to Services and refund to you a pro-rata portion of the fees paid in advance by you in respect of the Services.

d. Exclusions. Notwithstanding the terms of Sections 9(b) (Indemnification by Ellavox) and 9(c (Injunctions), Ellavox will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (a) any modification or alteration of the Services by Subscriber Indemnitee or existing employees, agents or contractors other than as expressly authorized in writing by Ellavox, or any user's failure to reasonably safeguard login credentials, if such claim would not have occurred but for such modification or alteration, (b) Subscriber's or a user's use of the Services other than as permitted in these Terms, (c) combination or use of the Services with products, services, software, or data not provided or approved by Ellavox, if the claim would not have arisen but for such combination or use; (d) Subscriber's failure to use the most current version of the Services made available by Ellavox, where such update would have avoided the alleged infringement; or (e) use of the Services in violation of applicable law or generally accepted industry standards.

e. Sole Remedy. THE FOREGOING STATES THE ENTIRE OBLIGATION OF ELLAVOX AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, PERMITTED CONTRACTORS, AND LICENSORS WITH RESPECT TO ANY INFRINGEMENT OR MISAPPROPRIATION OF SUCH THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

10. Disclaimer of Warranties and Conditions.

a. You expressly understand and agree that, to the extent permitted by applicable law, your use of the Services is at your sole risk, and the Services are provided on an "as is" and "as available" basis, with all faults. Ellavox expressly disclaims all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

b. Except as explicitly provided hereunder, Ellavox makes no representation, warranty, or condition with respect to the Services, including but not limited to, the quality, effectiveness, and other characteristics of the Services, and of those of the Providers. Except as provided under a service level agreement, Ellavox makes no representation or warranty that the Services will be uninterrupted, error-free, or timely. The Services may be subject to delays, cancellations and other disruptions.

c. No advice or information, whether oral or written, obtained from Ellavox or through the Services will create any warranty not expressly made in these terms.

d. Unless you have limited the traffic flow to certain limits, we do not stop incoming voice calls to our Platform. As such, you are responsible for payment of all the minutes utilized on our Platform, regardless of whether the voice traffic exceeded your contemplation.

e. You acknowledge that outputs generated using the Services may be inaccurate, incomplete, or inappropriate. You are solely responsible for reviewing, validating, and determining the suitability of any outputs before relying on or deploying them. Ellavox disclaims all liability arising from reliance on AI-generated outputs.

f. You expressly acknowledge and agree that use of the Services, including any AI prompts, agents, workflows, integrations, or outputs, involves inherent risks, including the risk of errors, omissions, unexpected results, or third-party system failures. You voluntarily assume all such risks, whether known or unknown, arising from or related to your use of the Services.

g. Nothing in these Terms or your use of the Services creates any fiduciary, advisory, or agency, relationship between you and Ellavox. Ellavox does not provide legal, regulatory, compliance, financial, or business advice.

11. Limitation of Liability

a. Disclaimer of Certain Damages. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL A PARTY BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES.

b. Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELLAVOX WILL NOT BE LIABLE BEYOND THE GREATER OF (i) $100.00 USD, (ii) THE AMOUNT YOU PAID ELLAVOX IN THE 6 MONTHS PRECEDING THE DATE OF THE ACTIVITY GIVING RISE TO THE CLAIM.ELLAVOX

c. Limitations and Exclusions. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION. SOME COUNTRIES, STATES, PROVINCES, OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY AS STATED IN THIS SECTION, SO THE TERMS HEREIN MAY NOT FULLY APPLY TO YOU.

12. Governing Law and Dispute Resolution

a. Governing Law. These Terms and all related orders and subscriptions related hereto, and all matters arising out of or relating to these Terms, are governed by, and construed in accordance with, the laws of the State of Missouri, without giving effect to the conflict of laws provisions thereof.

b. Arbitration. You and Ellavox agree that any controversy, allegation, or claim that arises out of or relates to the Service, these Terms, or any additional terms, whether heretofore or hereafter arising (collectively, a "Dispute") arising out of will be resolved by binding arbitration, rather than in court, except for: (1) any controversy, allegation, or claim that arises out of or relates to our actual or alleged Intellectual Property Rights; (2) any claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; (3) any claim for equitable relief. Nothing in this Section shall limit Ellavox's right to seek injunctive or equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights, Confidential Information, or platform security.

c. Informal Dispute Resolution. You and Ellavox agree that good faith informal efforts to resolve disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Ellavox therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court (which you agree shall only be done in St. Louis County, Missouri) if a party so elects), we will personally meet or confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this clause ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference at your cost, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which will occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Ellavox that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@ellavox.ai. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your dispute. Your email must be followed up with a written mailed notice to our address at support@ellavox.ai.

d. Waiver of Jury Trial. YOU AND ELLAVOX HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Ellavox are instead electing that all disputes will be resolved by arbitration under these Terms, except as set out under Section 12(b) above.

e. Waiver of Class and Other Non-Individualized Relief. YOU AND ELLAVOX AGREE THAT, EXCEPT AS SPECIFIED IN SECTION, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.

f. Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision in these Terms with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Section 12 and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Ellavox agree that either party will have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the AAA Commercial Arbitration Rules then in effect in St. Louis County, Missouri, by one arbitrator alone and such arbitrator will have exclusive authority to resolve any dispute, including, without limitation, disputes arising out of or related to the interpretation or application of this Section 12, including the enforceability, revocability, scope, or validity of the arbitration requirement or any portion of this Section 12.

13. International Use

The Services can be accessed from countries around the world and may contain references to features and services that are not available in your country. Ellavox makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local laws. If you are using the Services and are not in the United States, you agree that the location for dispute resolution is acceptable to you and that you will not challenge the forum as being inconvenient for you.

14. Severability, Waiver

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

15. Export Control

You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law. You acknowledge and agree that products, services or technology provided by Ellavox are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Ellavox products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

16. Notice

All notices required or permitted under these Terms will be in writing, will reference these Terms, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally recognized express courier, with written confirmation of receipt; (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) when sent by email, on the date the email was sent if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party. In the event that the last e-mail address you provided to Ellavox is not valid, or for any reason is not capable of delivering to you any notices required/permitted by these Terms, Ellavox's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Ellavox at the following email address: support@ellavox.ai

17. Marketing

You hereby agree that the Ellavox shall be entitled to publicize that you are a user of the Services, including use of your trade name and current logo or otherwise provided that such publicity does not imply any endorsement, association, relationship or partnership beyond use of the Services.

18. Assignment

These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Ellavox's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Ellavox may assign these Terms and any other right or obligation to a party without any consent or notification requirement to you.

19. Force Majeure

Ellavox will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

20. Source code disclosures

Ellavox incorporates open source software under multiple permissive licenses. This website and Services may include the following libraries utilized as part of the Services:

github.com/vercel/next.js - License

github.com/facebook/react - License

github.com/supabase/supabase - License

github.com/upstash/redis-js - License

github.com/Helicone/helicone - License

21. Final Terms

These Terms, along with any Ellavox ordering document such as master agreement, or as found on Ellavox's website, make up the final, entire, and exclusive agreement between you and Ellavox with respect to the subject matter hereof and supersede any prior agreements and discussions, both written and oral, with respect to such subject matter. No purchase order or other document issued by you in respect of our Services shall control.

22. Contact Us

Ellavox welcomes comments, questions, concerns, or suggestions. Please send us any inquiries at support@ellavox.ai or find more information about us by visiting our Documentation.

THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.