Terms of Service
Terms of Service
Effective Date: August 29, 2025
These Terms of Service (the “Terms”) are a binding agreement between Elevare Solutions ("Agency," "we," "us," or "our"), and the person or entity that accesses our website, uses our software, or purchases our services ("Customer," "you," or "your"). By accessing or using the Site, any hosted software, or any consulting/implementation services (collectively, the “Services”), you agree to these Terms.
If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms. If you do not agree, do not use the Services.
1) Definitions
“Site” means our websites, subdomains, landing pages, and portals operated by Agency.
“Order Form / SOW” means any order, online checkout, proposal, estimate, or statement of work referencing these Terms.
“Customer Content” means data, text, images, audio, video, prompts, instructions, files, and other content you or your Users upload, submit, or provide to the Services.
“Deliverables” means work product expressly identified in an Order Form / SOW (e.g., automation workflows, prompts, marketing assets, reports, code snippets, dashboards, or trained models) delivered by Agency.
“Agency Materials” means software, tools, templates, prompts, connectors, model wrappers, libraries, know‑how, and other technology owned or developed by Agency outside of a specific Order Form / SOW.
“Third‑Party Services” means products or services not owned by Agency (e.g., hosting, LLM/API providers, email/SMS gateways, CRMs, ad platforms, app stores).
“Users” means your employees, contractors, or agents authorized to use the Services under your account.
2) Scope & Changes
These Terms govern your use of the Services and are incorporated into each Order Form / SOW. We may update these Terms from time to time by posting a revised version on the Site and updating the Effective Date. Material changes will be effective on the date posted (or a later date stated in the notice). Your continued use after changes becomes your acceptance.
3) Account Registration & Security
You must provide accurate information and keep it current. You are responsible for all activities under your account and for maintaining the confidentiality of credentials. Notify us immediately of any unauthorized access or security incident.
4) Services; Statements of Work
4.1 Provision. We will provide the Services substantially as described in the applicable Order Form / SOW.
4.2 Customer Responsibilities. You will: (a) provide timely access to necessary personnel, systems, and information; (b) ensure the legality and accuracy of Customer Content; (c) secure and maintain your own networks, devices, and software; and (d) comply with all applicable laws and these Terms.
4.3 Timeline Dependencies. Project schedules are estimates and depend on your timely inputs, approvals, and third‑party platform reliability.
4.4 Third‑Party Services. We may integrate with or rely on Third‑Party Services. Your use of Third‑Party Services is subject to their terms and privacy notices. We are not responsible for Third‑Party Services and do not guarantee their performance or continued availability.
4.5 Beta/Experimental Features. We may offer alpha, beta, preview, or experimental features at our discretion. They are provided “AS IS” and may be modified or discontinued without notice.
5) AI/Automation‑Specific Terms
5.1 Model Outputs. Generative outputs can be inaccurate, incomplete, or reflect bias. You must review outputs for accuracy, appropriateness, and compliance before relying on or publishing them.
5.2 No Regulated Advice. Unless explicitly stated in an Order Form, model outputs and our Deliverables do not constitute legal, medical, financial, accounting, or other professional advice.
5.3 Data Use & Training. We do not use your Customer Content to train our base models without your permission. When we engage Third‑Party Services (e.g., LLM APIs), your prompts and outputs may be processed by those providers to deliver the Services and are governed by their data‑use policies. Upon request, we will provide a list of core subprocessors.
5.4 Safety & Compliance. You may not use the Services to generate or disseminate content that is illegal, harmful, infringing, deceptive, or otherwise violates these Terms or any acceptable‑use policy we publish.
5.5 Rate Limits & Usage Caps. We may impose reasonable limits on request volumes, tokens, storage, and throughput to maintain system stability.
6) Fees, Invoicing & Taxes
6.1 Fees. You agree to pay all fees set out in the Order Form / SOW or on the checkout page. Except as expressly stated, fees are non‑refundable.
6.2 Billing. Unless stated otherwise, (a) recurring subscriptions are billed in advance; (b) time‑and‑materials work is billed monthly in arrears; (c) fixed‑fee milestones may be billed upon acceptance or delivery.
6.3 Late Payments. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, plus reasonable collection costs. We may suspend Services for non‑payment.
6.4 Taxes. Fees exclude taxes, duties, and similar charges. You are responsible for all taxes associated with your purchases, excluding our income taxes.
6.5 Purchase Orders. Your purchase order terms do not apply unless signed by us. We may start work upon written or electronic authorization.
6.6 Chargebacks. You agree not to initiate unjustified chargebacks. We may contest chargebacks and suspend or terminate Services for misuse.
7) Term; Termination
7.1 Term. These Terms begin on the Effective Date and continue while you use the Services or any Order Form / SOW remains active.
7.2 Termination for Convenience. Unless an Order Form / SOW states otherwise, either party may terminate recurring subscriptions effective at the end of the then‑current term by providing notice at least 30 days prior to renewal.
7.3 Termination for Cause. Either party may terminate if the other materially breaches these Terms and fails to cure within 30 days of written notice (10 days for non‑payment).
7.4 Effect. Upon termination: (a) you will pay all accrued and unpaid fees; (b) licenses granted to you terminate except as expressly stated; (c) each party will delete or return the other’s Confidential Information upon request, subject to legal archival requirements.
7.5 Data Export. For hosted software, we will make Customer Content available for export for 30 days after termination (unless prohibited by law or you are in material breach).
8) Intellectual Property; Deliverables
8.1 Ownership—Customer. As between the parties, you own Customer Content and your pre‑existing intellectual property.
8.2 Ownership—Agency. As between the parties, we own the Services, Agency Materials, and our pre‑existing IP, including improvements, configurations, and know‑how developed while providing Services.
8.3 Deliverables. Unless an Order Form / SOW states otherwise, upon full payment we grant you a worldwide, perpetual, non‑exclusive, non‑transferable license to use the Deliverables for your internal business purposes. Deliverables may include or be built upon Agency Materials, which are licensed to you (not sold) and may not be disassembled, reverse‑engineered, or used to create competing products.
8.4 Feedback. You grant us a non‑exclusive, irrevocable, perpetual, royalty‑free license to use and incorporate suggestions or feedback you provide without obligation.
8.5 Publicity. We may use your name and logo in our customer lists and marketing materials. You may opt out by emailing [email protected].
9) Confidentiality
Each party may access the other party’s Confidential Information (non‑public information marked or reasonably understood as confidential). The receiving party will: (a) use it only to perform under these Terms; (b) not disclose it to third parties except to its personnel and subprocessors bound by confidentiality obligations; and (c) protect it with reasonable care. Exceptions include information that is public, independently developed, or rightfully received without confidentiality obligations. Required disclosures by law are permitted with prompt notice (if legally allowed).
10) Privacy & Security
10.1 Privacy Policy. Our Privacy Policy at https://elevaresolutions.it.com/privacy describes how we collect and use personal data. By using the Services, you consent to our Privacy Policy.
10.2 Data Processing. If we process personal data on your behalf, a data processing agreement (DPA) is available upon request and will be incorporated when executed by both parties.
10.3 Security. We implement commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content. No system is perfectly secure, and we cannot guarantee absolute security.
10.4 Security Incidents. We will notify you without undue delay after becoming aware of a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Content, as required by applicable law.
11) Acceptable Use
You will not, and will not permit anyone to: (a) use the Services for unlawful, infringing, harmful, defamatory, or abusive purposes; (b) attempt to probe, scan, or test the vulnerability of any system or network; (c) interfere with or disrupt the Services; (d) misrepresent your identity or affiliation; (e) send spam or deceptive communications; (f) upload or process highly sensitive data unless expressly permitted in writing (e.g., protected health information, full payment card numbers, SSNs, children’s data); (g) violate export control or sanctions laws; or (h) use the Services to build a competing product.
12) Warranties & Disclaimers
12.1 Mutual Warranty. Each party represents that it has the right and authority to enter into these Terms.
12.2 Agency Warranty (Services). We will perform professional services in a workmanlike manner consistent with industry standards. Your sole remedy for breach of this warranty is re‑performance of the services or, if we cannot re‑perform, a refund of the defective portion of fees paid.
12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES, DELIVERABLES, MODEL OUTPUTS, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
13) Indemnification
13.1 By Agency. We will defend and indemnify you against third‑party claims alleging that the Services or Deliverables, as provided by us and used by you in accordance with these Terms, directly infringe a valid U.S. patent, copyright, or trademark, or misappropriate a trade secret. We may (at our option) procure rights, modify the Services, or terminate the affected Services and issue a pro‑rated refund. We have no liability for claims arising from (a) your modifications; (b) combination with non‑Agency materials; (c) use after notice to stop; or (d) compliance with your designs or specifications.
13.2 By Customer. You will defend and indemnify us against claims arising from Customer Content, your use of the Services in violation of these Terms, or your breach of law.
13.3 Procedure. The indemnified party must provide prompt notice, reasonable cooperation, and allow the indemnifying party sole control of the defense and settlement (provided any settlement fully releases the indemnified party and does not admit fault or impose obligations beyond monetary payment by the indemnifying party).
14) Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR (A) YOUR PAYMENT OBLIGATIONS; (B) A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S IP; OR (C) YOUR BREACH OF SECTION 11 (ACCEPTABLE USE), EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO AGENCY FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT.
Some jurisdictions do not allow certain limitations; in those cases, liability is limited to the maximum extent permitted by law.
15) Suspension
We may suspend or limit the Services immediately if (a) you fail to pay fees; (b) we reasonably believe your use poses a security risk, violates law, or harms others; or (c) required by a regulator or a Third‑Party Service provider.
16) Export & Sanctions Compliance
You represent that you are not located in, under the control of, or a national or resident of any country or entity subject to U.S. trade sanctions or embargoes and that you will not use the Services in violation of export control or sanctions laws.
17) Government Use
If you are a U.S. government entity, the Services are “commercial items” and licensed to you only with the rights set forth in these Terms.
18) Force Majeure
Neither party is liable for delays or failures caused by events beyond its reasonable control (including acts of God, labor disputes, internet or utility failures, epidemics, war, civil unrest, or government actions), provided the affected party uses reasonable efforts to mitigate and resumes performance promptly.
19) Assignment
You may not assign or transfer these Terms without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the successor is not a competitor. We may assign these Terms without restriction.
20) Notices
Legal notices must be sent by email and one of: personal delivery or courier to the addresses below or as updated by notice.
Agency: Elevare Solutions, Attn: Legal, [Street], [City, State, Zip], Email: [email protected]
Customer: To the contact information on your Order Form / account profile.
Notices are deemed given on receipt or, for email, on the day sent if during business hours at the recipient’s location (otherwise next business day).
21) Governing Law; Dispute Resolution
21.1 Governing Law. These Terms are governed by the laws of the State of [Florida], without regard to conflicts of laws rules.
21.2 Venue / Arbitration (select one):
Court Venue (option A): The parties consent to exclusive jurisdiction and venue in the state or federal courts located in [Miami‑Dade County, Florida].
Binding Arbitration (option B): Any dispute will be resolved by confidential, final, and binding arbitration administered by [JAMS/AAA] under its [Streamlined/Commercial] rules in [Miami, FL] by a single arbitrator. Judgment may be entered in any court of competent jurisdiction. Each party bears its own costs and attorneys’ fees unless the arbitrator awards otherwise.
21.3 Injunctive Relief. Either party may seek temporary or injunctive relief in court to protect its Confidential Information or intellectual property.
22) Miscellaneous
22.1 Independent Contractors. The parties are independent contractors; these Terms do not create a partnership, franchise, or employment relationship.
22.2 Entire Agreement. These Terms, the Privacy Policy, and each Order Form / SOW are the entire agreement and supersede all prior agreements regarding the subject matter.
22.3 Severability; Waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will remain in effect. Failure to enforce a right is not a waiver.
22.4 No Third‑Party Beneficiaries. There are no third‑party beneficiaries.
22.5 Headings. Headings are for convenience only.
22.6 Electronic Acceptance. Executing an Order Form, clicking “I Agree,” or using the Services indicates acceptance of these Terms.
23) DMCA & IP Complaints
If you believe content on the Services infringes your copyright, please send a notice to [email protected] with: (a) your signature; (b) identification of the work and the infringing material; (c) contact information; (d) a statement of good‑faith belief; and (e) a statement under penalty of perjury that you are authorized to act. We may remove content and terminate repeat infringers.
24) Contact
Questions about these Terms? Email [email protected].