Terms of Service

These Terms and Conditions ("Terms") govern your access to and use of the services provided by ei Innovations Inc., d/b/a Ella ("ELLA," "we," "our," or "us"). By (a) purchasing access to the Service through an online ordering process that references this Agreement, (b) clicking a box indicating acceptance, or (c) entering into a separate written agreement or Master Services Agreement (MSA) that incorporates these Terms by reference, you agree to be bound by these Terms.

You are entering into this agreement on behalf of a business or other legal entity ("Customer"). By doing so, you represent and warrant that you have the authority to bind that entity. If you do not have such authority, or if your organization does not agree to these Terms, you may not use the Service.

Capitalized terms have the definitions set forth herein. The parties agree as follows:

1. Definitions

• Advisor(s) are professionals (e.g., financial planners, accountants, Certified Exit Planning Advisors), acting on behalf of a business advisory firm or professional service entity, who guide business owners through exit planning and may invite others to collaborate on the ELLA Service.
• AI Inputs Any content, data, or materials submitted by users into the ELLA Service that are processed by AI features.
• AI Outputs Any content generated by the ELLA Service through AI Functionality in response to AI input.
• Business Owner(s) are individuals who have legal authority over a business and may be invited to participate in the platform by Advisors.
• Exit Team Member(s) are collaborators (e.g., attorneys, accountants, consultants) invited by Advisors or Business Owners to support the exit planning process.
• User(s) includes any individual or entity that accesses or uses the Service, including Advisors, Business Owners, and Exit Team Members.
• Workspace refers to a secure, shared digital environment within the ELLA Service where invited Users collaborate on exit-related planning and documentation.
• Organization An entity created by an Advisor to manage Workspaces, Exit Team Members, and Business Owners.
• User Data All information uploaded, input, or generated by a User or on behalf of a user through use of the ELLA Service.
• User Submissions Any data, documents, comments, files, or other content provided by Users through the Service, whether publicly posted or privately transmitted.
• Service Data Metadata or aggregated insights derived from User interactions with the platform, excluding any personally identifiable User Data or Submissions.
• Customized Deliverables Documents and other work product created by a User using the Service and materially customized with the User's own content, for use in the User's business or client engagements.
• Playbook(s) A discrete, named bundle of practice materials and configuration deployed within a Customer's Workspace that the Service's AI pipeline invokes as a unit to guide client engagements, as further defined in Section 9.8.
• ELLA IP The ELLA application, templates, visualizations (e.g., Valuation Diagram), trademarks, and other proprietary elements, including the ELLA Materials (as defined in Section 9.1) and all associated intellectual property rights.

1.1 Service Description

ELLA provides a cloud-based software service designed to help business advisors and their clients plan and execute business exits (the "Service"). The Service includes functionality for managing client engagements through Workspaces, using templates and frameworks to create customized deliverables, and visualizing aspects of business value and transition.

Any data, documents, or content you or your users upload, input, or share through the platform are considered "User Data" and remain your responsibility, as further detailed in Section 9. The Service also includes access to prebuilt templates, visual diagrams (such as the Valuation Diagram), help documentation, and other proprietary tools (collectively, "ELLA Content").

The Service may include features powered by artificial intelligence ("AI"), which allow Users to generate content, summaries, or suggestions based on submitted AI Inputs. Users acknowledge that AI Outputs are generated automatically and may not be reviewed by humans before delivery.

You will not receive access to the underlying source code or software of the Service, nor do you acquire any ownership in the software platform itself.

2. Modular Policies

These Terms incorporate the following policies by reference and work together to govern your use of the Service:

• Privacy Policy
• Acceptable Use Policy
• Data Processing Addendum (DPA)

In the event of a conflict between these Terms and any incorporated policy, (1) these Terms shall take precedence, except that, where Customer is subject to Data Protection Laws and has entered into a DPA with ELLA, the DPA takes precedence over these Terms solely with respect to the processing of personal data, and the limitations of liability in Section 14 apply to claims arising under or relating to the DPA unless the DPA expressly states otherwise, and (2), all referenced policies remain valid and enforceable to the maximum extent permitted by law.

We may update these policies from time to time. Material changes to these policies are subject to the notice and objection mechanics described in Section 17.3. Continued use of the Service after a change takes effect constitutes acceptance of the modified policies.

3. Eligibility and Scope

3.1 Eligibility

Use of ELLA is permitted only by Users who (a) are acting on behalf of a business or other legal entity, (b) have the authority to bind that entity, and (c) are at least 18 years of age. By using the Service, you represent and warrant that you meet these criteria and that your use of the Service complies with applicable laws, including data protection regulations where relevant.

3.2 Restrictions

You may not use the Service if you are located in a country subject to U.S. sanctions or are listed on any U.S. government denied-party list.

4. Account Structure & Access

Advisors create Organizations and can add client businesses as Workspaces, inviting Business Owners, Exit Team Members, or other Users to collaborate. Each Advisor is responsible for configuring the access levels and permissions of all Users they invite. Users must maintain the confidentiality of their login credentials and are fully responsible for any activity conducted through their accounts. ELLA does not manage or oversee individual permissions, access roles, or account activity—these responsibilities fall solely on the Advisor or Organization that initiated the invitation.

5. Subscriptions, Fees, and Billing

5.1 Subscription

Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed to by the parties through ELLA's website that reference this Agreement and describe the business terms related to Customer’s subscription (“Order(s)”). All subscriptions will be for the period described on the applicable Order (“Subscription Period”). Use of and access to the Service is permitted only by Users authorized by Customer, for Customer’s business purposes, including providing advisory services to Customer’s clients through the Service, and not for resale or redistribution of the Service itself.

5.2 Fees

Customer will pay for access to and use of the Service as set forth on the applicable Order (“Fees”). All Fees will be paid in the currency stated in the applicable Order or, if no currency is specified, U.S. dollars. We may offer limited-time discounts (up to 100%), which are promotional and not guaranteed beyond the stated term. ELLA is under no obligation to offer the same or similar fee structures, discounts, or subscription terms beyond the Subscription Period. Customer always has the right to choose not to renew its subscription if it does not agree with any new or revised terms.

We reserve the right to:

• Modify subscription fee structures for new users at any time.
• Introduce new pricing tiers or service models.

5.3 Payment

ELLA, either directly or through its third-party payment processor (“Payment Processor”), will charge Customer for the Fees via credit card or ACH payment, pursuant to the payment information provided by Customer. It is Customer’s responsibility to maintain current and accurate billing information. Failure to do so may result in suspension of access. If authorized by Customer through acceptance of an Order, recurring charges (e.g., monthly billing) will be automatically charged to Customer’s payment method until the subscription is canceled or payment information is updated. All payments processed by the Payment Processor are subject to the terms, conditions, and privacy policies of that provider. ELLA is not responsible for any errors or service issues attributable to the Payment Processor but may correct billing errors regardless of timing.

5.4 Taxes

Fees do not include any taxes, levies, duties, or similar governmental assessments of any kind ("Taxes"). Customer is responsible for all Taxes associated with its purchases, excluding taxes on ELLA’s income. If ELLA is required by law to collect such Taxes, they will be added to the invoice unless Customer provides valid proof of exemption.

5.5 Failure to Pay

If Customer fails to pay Fees when due, ELLA may suspend access to the Service until the outstanding balance is paid. ELLA may retry failed transactions multiple times. To dispute a charge, Customer must notify ELLA in writing within thirty (30) days of the billing date. ELLA will investigate and respond in writing. If the charge is upheld, Customer agrees to pay the remaining balance within ten (10) days.

5.6 Renewals and Fee Increases

Unless otherwise stated in the applicable Order, each subscription automatically renews for successive periods equal in length to the then-expiring Subscription Period, and Customer's payment method will be charged at the start of each renewal period as described in Section 5.3, unless Customer cancels its subscription before the renewal date as described in Section 15. Fees are fixed for the then-current Subscription Period. ELLA may modify Fees effective as of a renewal by providing notice to Customer at least thirty (30) days before the start of the renewal Subscription Period; if timely notice is not provided, the then-current Fees remain in effect for that renewal period. If Customer does not agree to modified Fees, Customer may cancel or elect not to renew its subscription. For clarity, Fees and changes to Fees are governed by this Section 5 and the applicable Order and are not subject to the change mechanics in Section 17.3.

6. Third-Party Services

6.1 Use of Services

ELLA relies on third-party service providers to support the delivery, functionality, and security of the Service, including services such as hosting, authentication, analytics, customer support, and payment processing. These providers act as subprocessors to the extent they process personal data on behalf of ELLA. ELLA enters into appropriate agreements with these subprocessors, and those arrangements are further described in our separate Data Processing Addendum (DPA).

6.2 Service Changes

We reserve the right to add, remove, or change these subprocessors at any time without notice. Your use of the Service is subject to the operational dependencies of these subprocessors, and their terms may govern certain aspects of data processing or functionality.

6.3 Data Protection Laws

To the extent your use of ELLA involves the processing of personal data and is subject to applicable Data Protection Laws, those processing activities are governed by our separate Data Processing Addendum (DPA), which is incorporated by reference when required by law or contract.

6.4 Third Party AI Services and Terms

Some AI features within the Service may rely on third-party services or models (e.g., foundational AI model providers). Your use of AI features may be subject to additional third-party terms. Where applicable, ELLA will provide access to those terms via link or upon request. By using AI features, you agree to comply with all such third-party terms.

7. Use Restrictions

7.1 Restrictions Users may not:

• Violate the Acceptable Use Policy, which forms an integral part of these Terms
• Users should not upload PHI, cardholder data, or other highly regulated data types unless required for use of the Service and lawfully permitted. In such cases, appropriate safeguards and consents are required.
• Attempt to reverse engineer, exploit, or replicate the Services
• Modify, translate, copy, or create derivative works based on the Service
• Reverse assemble, reverse compile, reverse engineer, decompile, or otherwise attempt to discover any non-public elements of the Service, including source code, object code, or underlying algorithms (except to the extent such restrictions are prohibited by law)
• License, sublicense, sell, rent, lease, assign, distribute, or otherwise commercially exploit or make the Service available to third parties, except as permitted under these Terms
• Remove or obscure any copyright, trademark, or proprietary notices contained in the Service
• Use the Service in violation of any applicable law or regulation
• Attempt to gain unauthorized access to, or disrupt the operation of, any part of the Service, including by introducing malicious code or launching denial-of-service attacks
• Use the Service to support or develop competing software products or services
• Probe, scan, or test the vulnerability of the Service or any associated systems or networks

7.2 Relationship

Use of ELLA must be lawful, secure, and aligned with the intended business use case. Customers acknowledge that ELLA is not a fiduciary and does not provide legal, financial, or valuation advice. Decisions made based on the platform’s outputs remain solely the responsibility of the Customer and its authorized Users. Violations of the Acceptable Use Policy or any of the above restrictions may result in immediate suspension or termination of access, at ELLA’s sole discretion.

7.3 Breach of Conduct

If ELLA determines, in its reasonable judgment, that a User’s conduct presents a material threat to the security, integrity, or availability of the Service, ELLA may immediately suspend access. In such cases, ELLA will use commercially reasonable efforts to:

• Provide notice and an opportunity to remedy the issue,
• Limit the suspension to only the affected accounts,
• Restore access promptly after the issue is resolved.

7.4 AI Feature Restrictions

AI Outputs are generated automatically and are advisory in nature. Customer is responsible for reviewing AI Outputs for accuracy, completeness, and suitability before relying on them, distributing them to clients or third parties, or incorporating them into Customer's professional advice.

Users may not:

• Use AI Outputs to generate or disseminate defamatory, discriminatory, unlawful, or harmful content;
• Use AI features to impersonate others or create deceptive, fraudulent, or misleading content;
• Treat AI Outputs as a substitute for professional medical, legal, financial, valuation, or compliance advice, or rely on AI Outputs for automated decisions with regulatory or fiduciary consequences without independent review by a qualified professional;
• Attempt to extract training data or reverse-engineer model behavior;
• Upload content that contains personal or protected health information (PHI) into AI features without appropriate legal basis and safeguards.

7.5 Recording and Transcripts

Customer is solely responsible for obtaining all consents required by applicable law for the recording, transcription, or upload of any audio, video, or meeting recordings, including in jurisdictions requiring all-party consent. ELLA does not verify consent or representations made by Users regarding the lawfulness of recordings uploaded to the Service.

8. Data Ownership & Collaboration

8.1 Data Ownership

Users retain ownership of any data or content they upload or input. In shared Workspaces or collaborative spaces, the uploading user retains ownership unless otherwise agreed between users.

8.2 Confidentiality

Users must respect the confidentiality of all shared information. ELLA is not a party to any confidentiality agreement between Users.

8.3 Exit Team Permissions

When an Advisor chooses to invite other members of the Exit Team, they become solely responsible for setting and managing permissions and access levels for those Exit Team members. ELLA does not manage access on behalf of Users and assumes no responsibility or liability for permissions granted to, or activities conducted by, Exit Team members or other Users. All such access and configuration is the responsibility of the Advisor or Organization.

9. Intellectual Property

9.1 ELLA's Materials

ELLA retains all rights in the Service, its features, designs, documentation, templates, proprietary display methods (e.g., Valuation Diagram, Value Chain), and anything else provided by ELLA to the Customer (collectively, the "ELLA Materials"). The ELLA Materials include, without limitation, all methods, processes, frameworks, prompts, prompt architectures, configuration techniques, scaffolding, structural patterns, and underlying tooling used by ELLA to design, generate, configure, or deploy Playbooks (as defined in Section 9.8), including the underlying Playbook architecture and generation processes and the invocation, orchestration, and scaffolding logic that determines how Playbooks are called and executed, in each case regardless of whether developed, refined, or demonstrated in connection with Customer's use of the Service.

9.2 ELLA's Intellectual Property

ELLA retains all right, title, and interest (including, without limitation, all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to the ELLA Materials, all related and underlying technology, and any updates, enhancements, upgrades, modifications, patches, workarounds, and derivative works thereof. There are no implied licenses under this Agreement, and any rights not expressly granted to the Customer are expressly reserved by ELLA.

9.3 Ownership of Deliverables

Users retain ownership of their own data and Customized Deliverables. Ownership of a Customized Deliverable is subject to Sections 9.1 and 9.2 and does not convey any ownership of, or any license to, the underlying ELLA templates, visual frameworks, or other ELLA Materials incorporated in or used to create the deliverable, or any derivative works thereof, beyond the right to use and distribute the Customized Deliverable itself in the ordinary course of the User's business. Templates and visual frameworks remain the intellectual property of ELLA regardless of modification.

9.4 Ownership of AI Inputs and Outputs

Users retain ownership of all AI Inputs submitted through the Service. Subject to applicable law, Users may use AI Outputs for their internal business purposes. ELLA disclaims ownership of AI Outputs, except to the extent such Outputs contain or reflect proprietary ELLA IP.

Persistent AI memory and other agent-curated derived content maintained by the Service about a Workspace (e.g., long-lived context the AI maintains across sessions to inform future responses) is treated as an AI Output for purposes of Sections 9, 10, and 11.

9.5 Restrictions on Use of Inputs and Outputs by ELLA

ELLA will not use AI Inputs or AI Outputs to train or improve AI models, except in anonymized and aggregated form for performance, security, and quality evaluation purposes. Customer may opt out of ELLA's use of Customer's AI Inputs and AI Outputs for quality evaluation purposes through the analytics controls available in account settings; opt-out does not affect telemetry necessary for security and platform integrity. Users should avoid uploading sensitive data unless necessary for the intended business use. ELLA will not use a Customer's AI Inputs or other Customer Inputs (as defined in Section 9.8) in identifiable form to configure, populate, or seed Playbooks or other configurations for any other Customer.

9.6 Residual Knowledge

Nothing in this Agreement shall prevent ELLA's personnel from using in the development, maintenance, or enhancement of the Service any general ideas, concepts, know-how, methodologies, techniques, or professional patterns that are retained in the unaided memories of such personnel as a result of providing the Service or engaging with Customer, provided that ELLA does not disclose Customer's Confidential Information in doing so. This Section 9.6 does not modify or limit ELLA's obligations under Sections 9.5 or 10 with respect to Customer's Confidential Information, User Data, or User Submissions.

9.7 Independent Development

Customer acknowledges that ELLA may independently develop, or receive from third parties, functionality, workflows, templates, or features that are similar to Customer's methods, processes, or workflows. Nothing in this Agreement shall restrict ELLA's right to develop, use, market, or distribute such independently developed functionality, provided that ELLA complies with its confidentiality and intellectual property obligations hereunder.

9.8 Playbooks

A "Playbook" means a discrete, named bundle of practice materials and configuration deployed within a Customer's Workspace that the Service's AI pipeline invokes as a unit to guide client engagements in accordance with Customer's methodology. A Playbook consists of one or more of the following components: (i) reference materials (including documents, presentations, or other written content); (ii) fact-finding guides or other structured discovery instruments; (iii) prompt skills or other reusable prompt patterns; (iv) deliverables templates; and (v) descriptive metadata identifying the Playbook (including its name, purpose, and scope of intended use). As used in this Section 9.8 and in Section 9.5, "Customer Inputs" means Customer's User Data, User Submissions, and AI Inputs, in each case provided by or on behalf of Customer; the term is a collective reference to those existing categories of content and does not create a separate category. For clarity, the Service's underlying invocation, orchestration, and scaffolding logic that determines how Playbooks are called and executed is not part of any Playbook and remains ELLA Materials under Sections 9.1 and 9.2. Playbooks that are not materially configured by or based on Customer Inputs (for example, ELLA-provided templates or prebuilt Playbooks) are and remain ELLA Materials.

Subject to Sections 9.1 and 9.2:

(a) as between Customer and ELLA, any Playbook that is materially configured by or based on Customer Inputs is the property of Customer. Nothing in this Section 9.8 transfers to Customer any ownership of, or grants any license to, ELLA Materials or ELLA IP incorporated in or used to generate a Playbook beyond the access rights expressly granted under this Agreement;

(b) Customer's rights in a Playbook are exercisable solely through access to and use of the Playbook within the Service. Neither a Playbook (in whole or in part) nor any ELLA-developed configuration, scaffolding, or arrangement of the components comprising a Playbook may be exported, replicated, reverse-engineered, transferred, or otherwise made available outside the Service without ELLA's prior written consent. This restriction is in addition to, and does not limit, Section 7.1, and does not apply to Customer's underlying source materials uploaded to the Service (such as Customer's own documents or presentations), which remain User Data and may be retrieved through the Service during Customer's subscription;

(c) ELLA's hosting and operation of Playbooks within a Customer's Workspace is provided solely as a function of ELLA's ongoing provision of the Service under these Terms. ELLA has no independent or surviving obligation to host, operate, or otherwise make available any Playbook beyond Customer's then-current right of access to the Service, including any rights conditioned on payment or on an active subscription or Order. Upon termination, Customer's underlying source materials are handled as User Data under Section 15, and ELLA has no obligation to export or preserve any Playbook configuration; and

(d) ELLA will not deploy a Playbook that materially incorporates the Customer Inputs of one Customer (the "Contributing Customer") in the Workspace of any other Customer without the Contributing Customer's prior written consent.

For the avoidance of doubt: (1) a Playbook is not a Customized Deliverable, and this Section 9.8 does not limit Customer's ownership of Customized Deliverables under Section 9.3 (which remains subject to Sections 9.1 and 9.2), including deliverables generated through use of a Playbook; and (2) individual AI Outputs contained in a Playbook (including persistent AI memory treated as an AI Output under Section 9.4) remain governed by Section 9.4, provided that the Playbook as an assembled unit, including the selection, arrangement, and configuration of its components, is governed by this Section 9.8, which controls over Section 9.4 in the event of a conflict with respect to a Playbook as a unit. This Section 9.8 applies equally to any successor or renamed feature of the Service that provides substantially the same functionality as Playbooks, regardless of how it is designated within the Service. All other Customer-specific configuration of the Service remains governed by Sections 9.1 through 9.5.

10. Confidentiality

10.1 Definition

Each party (the "Receiving Party") may receive non-public business, technical, or financial information from the other party (the "Disclosing Party") that a reasonable person would understand to be confidential, including but not limited to information about products, business plans, users, systems, security practices, and pricing ("Confidential Information"). ELLA's Confidential Information includes non-public details of the Service's features, functionality, and performance. Customer's Confidential Information includes User Data, User Submissions, and any business planning content input into the platform. This Agreement and all Order details are considered Confidential Information of both parties. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known by the Receiving Party without restriction before disclosure; (c) is received from a third party without breach of any obligation; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

10.2 Protection and Use

The Receiving Party agrees to: (a) use reasonable care (no less than that used to protect its own similar information) to safeguard the Disclosing Party's Confidential Information; (b) use the Confidential Information solely to fulfill obligations or exercise rights under this Agreement; and (c) not disclose it to any third party except to its Representatives who need to know such information and are bound by confidentiality obligations at least as protective as those in this Agreement. Disclosure of this Agreement and general deal terms to potential investors, acquirers, or legal/financial advisors is permitted, provided they are subject to standard confidentiality obligations.

10.3 Compelled Access or Disclosure

If the Receiving Party is compelled by law to disclose Confidential Information, it will provide advance notice (to the extent permitted by law) and reasonable cooperation to the Disclosing Party to seek protective treatment.

10.4 Feedback

Customer may from time to time provide suggestions, comments, or other feedback with respect to the Service ("Feedback"). For the avoidance of doubt, Feedback will only refer to suggestions, comments or other feedback provided to ELLA specifically regarding the Service and will not include User Data or User Submissions. ELLA may use such Feedback freely and without restriction to use, disclose, reproduce, modify, create derivative works from, distribute, display, and otherwise distribute and exploit any Feedback as ELLA sees fit, entirely without obligation or restriction of any kind, provided ELLA does not publicly attribute Feedback to Customer without consent.

11. Service Data and Logging

11.1 Monitoring and Logging

Notwithstanding anything to the contrary in this Agreement, ELLA may monitor Customer's use of the Services and collect and compile Service Data. ELLA also reserves the right to log usage activity, access patterns, and performance data for security, support, and compliance purposes, including detection of misuse or system anomalies.

11.2 Data Use and Ownership

Notwithstanding anything else to the contrary herein, provided that the Service Data is aggregated and anonymized, and no User Data, User Submissions, or any other personal identifying information of Customer is revealed to any third party, the parties agree that ELLA is free to use the Service Data in any manner. ELLA owns all right, title, and interest in and to such Service Data. For clarity, this section does not give ELLA the right to identify Customer (including its Users) as the source of any Service Data.

12. Security and Breach Notification

We use commercially reasonable measures to safeguard data. In the event of a confirmed data breach involving User Data, ELLA will notify affected Customers without undue delay and provide reasonable cooperation, including a summary of the breach, its impact, and steps taken.

13. Indemnification

13.1 ELLA Indemnification

ELLA will defend and indemnify Customer against any third-party claims that the Services, when used as permitted under this Agreement, infringe or misappropriate U.S. copyrights or trade secrets. This obligation applies only if Customer promptly notifies ELLA in writing, cooperates with ELLA in the defense, and allows ELLA to control the defense and any settlement.

If such a claim is made or is reasonably likely, ELLA may, at its discretion: (i) modify the Services to avoid infringement, (ii) obtain the right for Customer to continue using the Services, or (iii) terminate the affected portion of the Services with notice. This obligation does not apply to claims based on: (a) use with products or data not provided or approved by ELLA, (b) unauthorized modifications, (c) User Data, or (d) Third-Party Products.

13.2 Customer Indemnification

Customer will defend and indemnify ELLA from any third-party claims arising from: (i) User Data infringing third-party rights, (ii) Customer or User misuse of the Services, (iii) unauthorized combinations of the Services with other products or data, or (iv) negligence or misconduct by Customer or its Users. Customer may not settle any claim involving ELLA without our written consent. ELLA may, at its option, assume or participate in the defense.

13.3 AI-Specific Indemnity

Customer shall indemnify ELLA against any claims arising from:

• Customer's use of AI Outputs in a manner that violates third-party rights;
• Customer's submission of infringing or unlawful AI Inputs.

ELLA does not indemnify for claims arising out of AI Outputs unless expressly agreed in writing.

13.4 Sole Remedy

This Section 13 sets forth Customer's sole remedies and ELLA's sole liability and obligation for any actual, threatened, or alleged claims that the Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.

14. Warranty Disclaimer, Limitations, and Liability

The Service and the ELLA IP are provided "as is" without warranties of any kind—express, implied, statutory, or otherwise. This includes, but is not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free use. Customer acknowledges that ELLA's Services are intended solely to assist in strategic planning and documentation related to business exits. The Services do not constitute legal, financial, valuation, or compliance advice. Use of the Service is at your own risk.

Neither party will be liable under any theory of law—whether contract, tort, or otherwise—for any indirect, incidental, or consequential damages, loss of revenue, profits, or business opportunities, reputational harm, loss or corruption of data, business interruption or system downtime, or costs of substitute goods or services, even if the possibility of such damages was known or foreseeable; provided that this waiver does not apply to the Excluded Liabilities described below.

The total liability of either party for all claims under this Agreement will not exceed the total fees paid by Customer to ELLA in the twelve (12) months prior to the event giving rise to the claim. Notwithstanding the foregoing, for (i) breach of confidentiality obligations under Section 10 and (ii) indemnification obligations under Section 13 (clauses (i) and (ii), together with clause (iii), the "Excluded Liabilities"), the total liability of either party will not exceed three times (3x) the fees paid during that same period; and (iii) nothing in this Agreement limits or excludes either party's liability for its own gross negligence, fraud, or willful misconduct.

ELLA is not liable for losses arising from Customer's or Users' reliance on outputs generated within the platform, including templates, visualizations, or collaborative planning tools. This includes, without limitation, misconfigured access controls, improper sharing of confidential materials, or third-party collaboration initiated by Customers or their authorized Users.

These limitations apply to the fullest extent permitted by law, unless otherwise agreed in a written Order Form or custom agreement between the parties.

15. Termination

You may cancel your subscription at any time through your account settings or by written notice to ELLA. Cancellation takes effect at the end of the then-current Subscription Period; to avoid renewal charges, cancellation must be completed before the renewal date (see Section 5.6). As noted in Sections 5.5 and 7 above, ELLA may suspend or terminate access for violations of these Terms or non-payment.

Upon termination:

• You retain ownership of your data
• Access to the Services will be revoked
• ELLA will delete User Data in accordance with our data retention policy

15.1 Survival

Any provision of this Agreement that by its nature should survive termination or expiration of this Agreement will so survive, including Section 9 (Intellectual Property), Section 10 (Confidentiality), Section 11 (Service Data and Logging), Section 13 (Indemnification), Section 14 (Warranty Disclaimer, Limitations, and Liability), Section 17 (Miscellaneous), and Customer's obligation to pay any Fees accrued or payable prior to the effective date of termination. For the avoidance of doubt, survival of Section 9 does not extend ELLA's hosting or operation obligations with respect to Playbooks beyond Customer's then-current access rights as described in Section 9.8(c).

16. Publicity

ELLA may identify you as a customer and use your name and logo on ELLA's website and in ELLA's marketing materials unless you opt out via written request.

17. Miscellaneous

17.1 Assignment

Neither party may assign or delegate any of its rights or obligations under this Agreement, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Any purported assignment or delegation in violation of this section is null and void and will not relieve the assigning or delegating party of its obligations. Notwithstanding the foregoing, either party may assign this Agreement in its entirety, including all Orders, without the other party's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This Agreement is binding upon and will inure to the benefit of the parties and their respective permitted successors and assigns.

17.2 Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be severed and the remaining provisions will remain in full force and effect. The parties will work in good faith to replace any invalid or unenforceable provision with a valid provision that most closely reflects the original intent.

17.3 Changes

ELLA may update these Terms from time to time to reflect updates to the Service or changes in the law. When we do so, we will revise the "Effective Date" at the top of these Terms. For material changes, ELLA will provide notice at least thirty (30) days before the changes take effect, by email or through the Service; changes that are required by applicable law or that ELLA reasonably determines are necessary to address a security risk may take effect sooner, with notice provided as soon as reasonably practicable. If a material change (other than a change required by applicable law) adversely affects Customer, Customer may object by written notice to ELLA within that thirty (30)-day period, in which case the change will not apply to Customer until the start of Customer's next Subscription Period; Customer always retains the right not to renew. Your continued use of the Service after a change takes effect (or, where Customer has timely objected to a material adverse change, after the start of the next Subscription Period) constitutes acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Service and may cancel your subscription as described in Section 15. For Customers with a separately executed Master Services Agreement, material changes to these Terms will not apply until renewal unless otherwise agreed.

17.4 Relationship Between Parties

Nothing in this Agreement shall be construed to create any partnership, joint venture, or agency relationship between the parties. Each party is an independent contractor and not an agent or representative of the other. Neither party has the authority to bind the other to any third party.

17.5 No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement. No third party shall have any rights or obligations under this Agreement, including under any incorporated documents, except where expressly stated.

17.6 Email Communications

Notices under this Agreement will be provided as follows: (a) all notices regarding the Service will be sent by email, (b) notices to ELLA must be sent to team@withella.io, and (c) all notices to Customer will be sent to the email(s) provided through the Service. Notices will be deemed to have been duly given the business day after it is sent. You are responsible for keeping your contact information up to date.

17.7 Amendments and Waivers

No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed (or acknowledged electronically) by the party against whom the modification or waiver is asserted. A waiver of any breach or default will not constitute a waiver of any subsequent breach or default.

17.8 Conflicts with Executed Agreements

In the event of a conflict between these Terms and the terms of any separately executed written agreement between the parties that incorporates these Terms by reference (including, without limitation, a Master Services Agreement (MSA), design partner agreement, or other negotiated agreement), the separately executed agreement shall govern with respect to the subject matter of the conflict.

17.9 Force Majeure

ELLA will not be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control. This includes, but is not limited to, natural disasters, acts of government, terrorism, war, labor disruptions (excluding those involving ELLA's own employees), shortages, internet or utility outages, or failures by third-party service providers. ELLA will make reasonable efforts to resume performance as soon as possible following such an event.

17.10 Governing Law & Venue

This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The state and federal courts located in Erie County, Pennsylvania will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement or its formation, interpretation, or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney's fees.

17.11 Entire Agreement

This Agreement, including all referenced pages and Orders, if applicable, and together with any separately executed written agreement described in Section 17.8, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

17.12 AI Regulatory Compliance

ELLA will use commercially reasonable efforts to comply with applicable AI-related laws, regulations, and industry standards. Users are solely responsible for ensuring their use of the Service complies with all applicable legal obligations, including sector-specific or jurisdictional AI regulations.

---

For questions, contact us at: team@withella.io.