FALA Terms of Service

Last updated: October 16, 2026

The agreement between ELAV8 AI LLC and every business that uses FALA. Please read it carefully: Section 23 requires disputes to be resolved by binding individual arbitration and waives class actions and jury trials unless you opt out within 30 days, and Sections 18 to 20 limit our liability and require you to indemnify us.

1. Agreement to These Terms

These Terms of Service (the “Terms”) are a binding agreement between ELAV8 AI LLC, a Florida limited liability company (“Elav8,” “we,” “us,” or “our”), and the person or entity that accesses or uses FALA (“Customer,” “you,” or “your”). FALA (also called “FALA by Elav8”) includes the website at fala.elav8.ai and any domain that redirects to it, the FALA dashboard and the Architect, the embeddable website widget, our APIs, our MCP server, our Shopify app, and every related feature, update, and support service (together, the “Services”).

You accept these Terms by creating an account, by clicking or tapping a button next to a statement that refers to these Terms, by signing in with your ELAV8 Account, by installing or embedding a FALA widget, or by otherwise accessing or using the Services. If you do not agree, do not use the Services.

These Terms incorporate, and you also agree to, our Privacy Policy, Acceptable Use Policy, AI Services Terms, Data Processing Addendum, Voice, SMS, and Telephony Compliance Notice, Cookie Policy, Visitor Privacy Notice, and any order form, plan description, or checkout page that applies to you (together with these Terms, the “Agreement”). If documents conflict, a signed order form controls, then these Terms, then the Data Processing Addendum (for personal data matters only), then the other policies.

IMPORTANT NOTICE: SECTION 23 (DISPUTE RESOLUTION) CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER. SECTIONS 18 THROUGH 20 DISCLAIM WARRANTIES, LIMIT OUR LIABILITY, AND REQUIRE YOU TO INDEMNIFY US. PLEASE READ THEM CAREFULLY.

2. Definitions

“Customer Data” means all data and content that you or your Users submit to the Services, or that the Services collect on your behalf, including Customer Content and Visitor Data.

“Customer Content” means the websites and pages you direct FALA to read, brand assets, knowledge base materials, files, prompts, instructions, briefings, and configurations.

“Visitor” means any person who interacts with a FALA widget, phone number, text message, or other end-user-facing feature that you deploy. “Visitor Data” means the messages, voice transcripts, contact details, form entries, page context, and interaction data generated by Visitors.

“Output” means any text, speech, transcript, summary, suggestion, card, form entry, navigation action, or other content generated by the Services, including by AI models.

“User” means any individual you authorize to access your workspace, including owners, admins, members, and viewers, and any AI assistant or agent you connect with an API key or OAuth grant.

“Third-Party Services” means products, platforms, and services not provided by Elav8, including AI model providers, CRMs, helpdesks, calendars, messaging tools, knowledge sources, website builders, app stores, telephony carriers, and payment processors.

3. Eligibility and Business Use

The Services are offered only to businesses and to individuals acting for a business, trade, or profession. You represent that you are at least 18 years old, that you are not using the Services as a consumer for personal, family, or household purposes, and that you are not barred from receiving the Services under the laws of the United States or any other applicable jurisdiction.

If you accept these Terms for a company or other organization, you represent and warrant that you have authority to bind it, and “you” means that organization. If you do not have that authority, you personally accept these Terms.

The Services are not directed to children. You must not deploy them in a way that targets children under 16 or knowingly collects personal information from them.

4. Accounts, Workspaces, and Security

You sign in with an ELAV8 Account, which is provided by Elav8 and its account platform. You must provide accurate information and keep it current. You are responsible for all activity in your workspace, including the acts and omissions of your Users and of any AI assistant, agent, integration, or API key you authorize, whether or not you approved the specific action.

You must keep credentials, API keys, OAuth grants, and embed keys secure, use the security features we provide (such as two-factor authentication and domain locking) where appropriate, and notify us promptly at support@elav8.ai if you suspect unauthorized access. We are not liable for any loss caused by unauthorized use of your credentials or keys.

Workspace owners and admins control who has access, which roles they hold, and which assistants are connected. Removing a User or revoking a key or grant is your responsibility.

5. The Services, Free Plans, and Beta Features

Subject to this Agreement and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during your subscription to access and use the Services for your internal business purposes and to embed the FALA widget on websites you own or control.

We may add, change, suspend, or remove features, AI models, voice engines, providers, integrations, limits, and plan contents at any time. We will try to give reasonable notice of changes that materially reduce the core functionality of a paid plan you have already purchased.

Free plans, trials, previews, research features, and anything labeled beta, preview, early access, or similar are provided as-is, may be limited or discontinued at any time without notice, carry no service level, and may have reduced security, support, or reliability. We may limit usage, require a FALA badge, or change allowances on free plans at any time.

We do not promise any particular uptime, response time, conversion rate, number of leads, meetings, or sales, or any business result. Statistics, research findings, and examples on our websites describe third-party studies or illustrative scenarios and are not a guarantee of your results.

6. Your Responsibilities

You are solely responsible for your Customer Data; for the websites, pages, and content you direct FALA to read; for your agent’s configuration, briefing, persona, instructions, and knowledge; for deciding where and how the widget and any communications features are deployed; and for all decisions you make and actions you take based on Output.

You may only direct FALA to read, crawl, upload, or process content that you own or have every right necessary to use for that purpose, and only embed the widget on websites that you own or are authorized to control.

You are responsible for ensuring that your use of the Services, and the Services as configured and deployed by you, comply with all laws, regulations, industry rules, and third-party terms that apply to you and your Visitors, including privacy, data protection, consumer protection, advertising, accessibility, anti-discrimination, telemarketing, calling, texting, recording, wiretapping, eavesdropping, biometric, healthcare, financial, and AI disclosure laws.

You must maintain and publish your own privacy notice that accurately describes your collection and use of Visitor Data, including your use of FALA and of AI, and you must handle the Visitor privacy requests for which you are the controller or business.

7. Visitor Notice and Consent

Several U.S. states, including Florida and California, and many other jurisdictions require the prior consent of every party before a communication is recorded, intercepted, transcribed, or shared, and some require disclosure that a person is interacting with AI or an artificial voice. Because you decide where, to whom, and how the Services are deployed, YOU ARE SOLELY RESPONSIBLE FOR GIVING EVERY NOTICE AND FOR OBTAINING, RECORDING, AND HONORING EVERY CONSENT THAT APPLIES TO YOUR VISITORS AND YOUR USE OF THE SERVICES.

This includes, where required: (a) disclosing, before or at the start of each conversation, that the Visitor is interacting with an AI system and that the conversation is processed, transcribed, and stored by you and your service providers; (b) obtaining the Visitor’s prior consent to that recording, transcription, and processing; (c) obtaining prior express consent, or prior express written consent, before any call, text, artificial or AI-generated voice message, or marketing communication; (d) providing opt-out mechanisms and honoring revocations; and (e) keeping records sufficient to prove each consent.

FALA may provide default notices, disclosure text, consent prompts, or settings. They are conveniences only. They are not legal advice, they may not satisfy the laws that apply to you, and you are responsible for reviewing, configuring, and supplementing them. We do not act as your agent for obtaining consent unless we expressly agree in a signed writing.

When you deploy the Services, you instruct Elav8 to process Visitor communications on your behalf, as your service provider and as an extension of your own business, solely to provide the Services to you.

8. Acceptable Use

You must comply with our Acceptable Use Policy, which is part of this Agreement. Without limiting it, you must not use the Services to: violate any law or third-party right; deceive, defraud, harass, threaten, or impersonate any person; send spam or unsolicited communications; make calls or send texts without required consent; collect passwords, payment card numbers, government identifiers, health information, or other sensitive data through the widget unless we have expressly agreed in writing; make decisions that produce legal or similarly significant effects on individuals (such as decisions about credit, employment, housing, insurance, education, healthcare, or legal rights) without qualified human review; or develop, train, or improve a competing product or AI model.

You must not, and must not allow anyone to: copy, modify, or create derivative works of the Services; reverse engineer, decompile, or attempt to discover source code, model weights, system prompts, or non-public APIs, except to the extent the law expressly permits despite this restriction; scrape, crawl, or benchmark the Services for publication without our written consent; bypass or interfere with quotas, rate limits, domain locks, authentication, tenant isolation, security measures, or provider safety controls; resell, sublicense, or provide the Services to third parties as a service bureau, except as an agency managing workspaces for its own clients under this Agreement; or remove or obscure the FALA badge on plans that include it.

9. AI Services and Output

The Services use artificial intelligence, including large language models and real-time speech models operated by third-party providers, to understand Visitor messages and speech and to generate Output. AI is probabilistic. OUTPUT MAY BE INACCURATE, INCOMPLETE, OUTDATED, OFFENSIVE, BIASED, OR INAPPROPRIATE; MAY NOT REFLECT YOUR KNOWLEDGE BASE OR INSTRUCTIONS; MAY STATE PRICES, POLICIES, AVAILABILITY, OR COMMITMENTS INCORRECTLY; AND MAY NOT BE UNIQUE.

Your agent speaks on your behalf, to your Visitors, using your name and brand. As between you and Elav8, every statement, offer, quote, promise, booking, form entry, navigation, and other action your agent makes or takes is yours, and you are responsible for it as if you had made it yourself. You are responsible for configuring, testing, monitoring, and correcting your agent, for reviewing conversation transcripts, and for keeping your knowledge base accurate.

Output is not professional advice. You must not configure or permit your agent to give legal, medical, mental-health, financial, tax, insurance, safety, or emergency advice, and the Services must never be used to handle emergencies. You must ensure qualified human review before relying on Output for any decision with legal, financial, safety, or similarly significant consequences.

Subject to this Agreement, as between you and Elav8, you own the Output generated for you to the extent the law allows ownership of it, and you may use it for your business. Similar Output may be generated for others, and we do not warrant that Output is protected by intellectual property rights or that it does not infringe the rights of others.

Our AI Services Terms contain additional terms that apply to AI features and are part of this Agreement.

10. Calls, Texts, Voice, and Human Handoff

If you enable phone calls, text messages, outbound follow-up, voicemail, call forwarding, lead routing, or human handoff, you are the sender and initiator of those communications for all purposes under the Telephone Consumer Protection Act, the Telemarketing Sales Rule, state telemarketing and mini-TCPA laws (including the Florida Telephone Solicitation Act), CAN-SPAM, CTIA guidelines, and carrier rules. Elav8 and its telephony providers act only as technology providers transmitting communications at your direction.

You are solely responsible for obtaining and documenting required consent (including prior express written consent for marketing and for any AI-generated or artificial voice call), honoring opt-outs and revocations within the time the law requires, observing calling-hour and quiet-hour rules, scrubbing against do-not-call lists, registering senders and campaigns (such as A2P 10DLC), identifying your business, and providing any disclosure required for AI or artificial voices and for recording.

Our Voice, SMS, and Telephony Compliance Notice is part of this Agreement. We may suspend communications features immediately if we believe they are being used without required consent or in violation of law or carrier rules.

11. Customer Data and How Elav8 Uses It

As between you and Elav8, you retain all rights in your Customer Data. You grant Elav8 and its subprocessors a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and adapt Customer Data only as necessary to provide, secure, support, and maintain the Services for you, to prevent abuse, to enforce this Agreement, and to comply with law.

Elav8 processes Visitor Data solely on your behalf and at your direction. Elav8 does not sell Customer Data, does not use Customer Content or Visitor Data to train or fine-tune artificial intelligence models, and does not permit its AI model providers to use them to train their models. Elav8 retains Customer Data only as needed for the purposes above and as described in the Privacy Policy and the Data Processing Addendum.

Elav8 may collect and use metadata about the operation of the Services (such as usage counts, minutes, message counts, latency, errors, costs, feature use, and security events) and may create aggregated or de-identified information that does not identify you, any User, or any Visitor, to operate, bill for, secure, and improve the Services. This metadata does not include the content of Visitor conversations.

You represent and warrant that you have all rights, licenses, notices, and consents necessary for Elav8 to process Customer Data as this Agreement contemplates, and that doing so will not violate any law or the rights of any person.

You are responsible for keeping your own copies of Customer Content and for exporting any Customer Data you wish to keep. Retention settings you choose, and deletions you or your Users perform, are permanent.

12. Privacy and Data Processing

Our Privacy Policy explains how we handle personal information for which we are a controller or business (such as account, billing, website, and marketing data). Our Data Processing Addendum governs personal data we process on your behalf as a processor or service provider and is incorporated into this Agreement automatically, without signature.

You must not submit, and must configure the Services not to collect, information regulated as protected health information under HIPAA, cardholder data under PCI DSS, or other special-category or sensitive data unless we have first signed a written agreement covering it. We do not sign business associate agreements unless we expressly agree in writing.

13. Third-Party Services and Integrations

The Services interoperate with Third-Party Services. When you enable an integration, you authorize us to exchange Customer Data with that Third-Party Service as needed for the integration, and the Third-Party Service’s own terms and privacy policy govern its handling of that data.

Third-Party Services are not under our control. We are not responsible for their availability, accuracy, security, changes, data handling, fees, or acts and omissions. We may change, suspend, or stop supporting any integration or provider at any time, including if a provider changes its terms, pricing, or availability.

If you use the Services through the Shopify App Store, your use is also subject to Shopify’s terms, Shopify bills you for subscription and usage charges through its Billing API, and Shopify is not a party to this Agreement and has no obligations under it.

14. Fees, Usage, Automatic Renewal, and Taxes

Paid plans are billed in advance on a recurring monthly (or other stated) basis and RENEW AUTOMATICALLY at the end of each billing period at the then-current price until you cancel. By purchasing a paid plan, you authorize us and our payment processors to charge your payment method for all recurring fees, usage and overage charges, add-ons, and taxes when due, without further approval.

Each plan includes a monthly allowance of messages, voice minutes, and other usage, as described on our pricing page or at checkout. Paid plans keep working past the allowance and incur overage charges at your plan’s published rates; to do so, we may automatically charge your payment method for prepaid usage blocks as you consume them. Usage is measured by our systems, and our measurements are final absent manifest error. Free plans stop or limit service when allowances are reached.

You can cancel at any time in the billing portal. Cancellation takes effect at the end of the current billing period, and you keep access until then. Except where required by law or expressly stated in writing, ALL FEES ARE NON-REFUNDABLE, including for partial periods, unused allowances, downgrades, and accounts suspended or terminated for breach.

We may change prices, allowances, and overage rates. A change to your recurring price takes effect at your next renewal after at least 30 days’ notice by email or in the Services, and continuing your subscription after it takes effect is acceptance of it.

Fees exclude taxes. You are responsible for all sales, use, value-added, goods and services, digital services, withholding, and similar taxes and duties, other than taxes on our net income. If a payment fails, we may retry the charge, suspend paid features, downgrade your plan, or stop serving your widget until the balance is paid. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate the law permits, and you will reimburse our reasonable costs of collection.

You agree to contact us at support@elav8.ai before disputing a charge with your bank or card issuer. If you initiate a chargeback for a valid charge, we may suspend or terminate your account and recover the amount and any associated fees.

Payments are processed by our account and billing platform (ELAV8 Account) and its payment processors or, for App Store installations, by Shopify. Their terms may also apply.

15. Intellectual Property and Feedback

Elav8 and its licensors own all right, title, and interest in and to the Services, the FALA and Elav8 names and marks, the widget, software, models, prompts, designs, documentation, research reports, and all improvements and derivative works, including anything built from aggregated or de-identified data. Except for the limited rights expressly granted to you, no rights are granted by implication or otherwise.

You grant us a non-exclusive, worldwide, royalty-free license to use your name, logo, and brand assets to provide the Services (for example, to style your widget) and, unless you opt out by emailing support@elav8.ai, to identify you as a customer in our marketing materials.

If you or your Users give us feedback, ideas, or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose without obligation to you.

16. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use the disclosing party’s Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and disclose it only to its personnel, affiliates, and service providers who need to know it and are bound by confidentiality obligations. Customer Data is your Confidential Information. Non-public features, pricing, and security information about the Services are our Confidential Information.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to it without restriction, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information when legally compelled, after giving reasonable notice where lawful.

17. Suspension and Termination

We may suspend or limit your access to any part of the Services, immediately and without liability, if we reasonably believe that you or your Users have breached this Agreement; that your use creates a security, legal, regulatory, reputational, or operational risk to us, our providers, other customers, or any person; that a payment is overdue; or that suspension is required by law, a court, a carrier, an app store, or a provider.

You may terminate this Agreement at any time by canceling your subscription and closing your account. We may terminate this Agreement or any subscription for convenience on 30 days’ notice, and immediately on notice if you materially breach it, if you become insolvent, or if we stop offering the Services.

On termination, your rights to use the Services end, your widgets stop serving Visitors, and we may delete Customer Data as described in the Privacy Policy and the Data Processing Addendum. You must export anything you wish to keep before then. Termination does not relieve you of payment obligations that accrued before it. Provisions that by their nature should survive will survive, including those on fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and the general terms.

18. Disclaimers

THE SERVICES, OUTPUT, AND ALL RELATED CONTENT, SOFTWARE, DOCUMENTATION, RESEARCH, AND SUPPORT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” TO THE FULLEST EXTENT PERMITTED BY LAW, ELAV8, ITS AFFILIATES, AND ITS AND THEIR LICENSORS, PROVIDERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, LAWFUL FOR YOUR PURPOSE, OR ERROR-FREE; THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; THAT ANY DEFECT WILL BE CORRECTED; THAT ANY CONTENT WILL BE PRESERVED; THAT ANY DEFAULT NOTICE, DISCLOSURE, CONSENT PROMPT, OR SETTING WE PROVIDE WILL SATISFY ANY LAW; OR THAT THE SERVICES WILL PRODUCE ANY PARTICULAR BUSINESS RESULT.

YOU ACKNOWLEDGE THAT THE INTERNET, AI MODELS, TELEPHONY NETWORKS, AND THIRD-PARTY SERVICES ARE INHERENTLY UNRELIABLE, THAT WE DO NOT CONTROL THEM, AND THAT YOU USE THE SERVICES AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU, BUT ONLY TO THE EXTENT THE LAW REQUIRES.

19. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ELAV8, ITS AFFILIATES, OR ITS OR THEIR MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, PROVIDERS, OR SUPPLIERS (THE “ELAV8 PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; FOR ANY LOSS OF PROFITS, REVENUE, SALES, LEADS, CUSTOMERS, GOODWILL, OR BUSINESS OPPORTUNITY; FOR LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION; OR FOR STATUTORY OR LIQUIDATED DAMAGES OR PENALTIES (INCLUDING UNDER ANY WIRETAPPING, EAVESDROPPING, RECORDING, PRIVACY, BIOMETRIC, TELEPHONE, OR MESSAGING LAW), ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SERVICES, OR OUTPUT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THEIR POSSIBILITY AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF THE ELAV8 PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SERVICES, OR OUTPUT WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU ACTUALLY PAID TO ELAV8 FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY, AND (B) ONE HUNDRED U.S. DOLLARS (US $100).

THESE LIMITATIONS APPLY TO ALL CLAIMS IN THE AGGREGATE AND ARE NOT ENLARGED BY THE EXISTENCE OF MORE THAN ONE CLAIM. THEY ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND OUR FEES REFLECT THEM. THEY DO NOT LIMIT YOUR PAYMENT OR INDEMNIFICATION OBLIGATIONS. THEY APPLY ONLY TO THE EXTENT THE LAW PERMITS: ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW IS LIMITED TO THE MINIMUM EXTENT THE LAW ALLOWS.

20. Indemnification

You will defend, indemnify, and hold harmless the Elav8 Parties from and against all claims, demands, suits, investigations, and proceedings brought by any third party or governmental authority, and all resulting losses, damages, judgments, settlements, fines, penalties, statutory damages, costs, and expenses (including reasonable attorneys’ and experts’ fees), arising out of or relating to: (a) Customer Data, Customer Content, or the websites and materials you direct FALA to read; (b) your agent’s configuration and any statement made or action taken by your agent toward any Visitor; (c) your or your Users’ use of the Services or Output; (d) any failure to give a notice or to obtain, record, or honor a consent required for any recording, interception, transcription, AI interaction, call, text, artificial or AI-generated voice, or marketing communication, including claims under the Florida Security of Communications Act, the California Invasion of Privacy Act, the Electronic Communications Privacy Act, the Telephone Consumer Protection Act, the Florida Telephone Solicitation Act, or any similar law; (e) your breach of this Agreement or violation of any law or third-party right; or (f) any dispute between you and a Visitor, User, customer of yours, or Third-Party Service.

We will notify you of a claim for which we seek indemnification; a delay in notice relieves you of your obligations only to the extent it materially prejudices you. You will control the defense with counsel reasonably acceptable to us, but you may not settle any claim in a way that admits fault by, or imposes any obligation or restriction on, any Elav8 Party without our prior written consent. We may participate with counsel of our choice at our own expense, and we may take control of the defense at your expense if you fail to defend diligently. Your indemnification obligations are not subject to any limitation of liability in this Agreement.

21. Changes to These Terms

We may update this Agreement from time to time. We will post the updated version with a new “Last updated” date and, for material changes, notify you by email or in the Services at least 15 days before they take effect, unless a change is required sooner by law or addresses a new feature, security, or abuse issue. Your continued use of the Services after a change takes effect is acceptance of it. If you do not agree to a change, you must stop using the Services and cancel your subscription before it takes effect.

Changes to Section 23 will not apply to any dispute of which you notified us before the change was posted.

22. Governing Law and Venue

This Agreement and any dispute arising out of or relating to it or the Services are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules, and, as to the arbitration agreement in Section 23, by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

Subject to Section 23, the state and federal courts located in the State of Florida have exclusive jurisdiction over any dispute that is not subject to arbitration. Both parties consent to personal jurisdiction and venue there and waive any objection based on inconvenient forum.

23. Dispute Resolution: Binding Individual Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND ELAV8 TO RESOLVE DISPUTES THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, AND IT WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

Informal resolution first. Before starting arbitration or any court proceeding, the party with a dispute must send a written notice describing the dispute, the relief sought, and the sender’s contact information: to Elav8 at support@elav8.ai with the subject line “Legal Notice of Dispute,” and to you at the email address on your account. The parties will try in good faith to resolve the dispute informally for 60 days, including, at either party’s request, through an individual telephone or video conference that the claimant personally attends. This process is a condition precedent to arbitration, and any limitations period is tolled while it runs.

Agreement to arbitrate. Except as provided below, any dispute, claim, or controversy between you and Elav8 arising out of or relating to this Agreement, the Services, Output, or the relationship between the parties, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether it arose before or after you agreed to these Terms (a “Dispute”), will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, where applicable, its Mass Arbitration Supplementary Rules, as modified by this Section. If the AAA is unavailable or declines to administer the arbitration, the parties will agree on another provider, or a court will appoint one.

Delegation. The arbitrator, and not any court, has exclusive authority to resolve all disputes about the interpretation, applicability, scope, enforceability, unconscionability, or formation of this arbitration agreement, including whether a Dispute is arbitrable and whether either party has waived the right to arbitrate, except that a court will decide the enforceability of the class action waiver and the mass arbitration procedures below.

Procedure. The arbitration will be conducted by a single arbitrator, in English, and, unless the parties agree otherwise, by video conference or on written submissions; any in-person hearing will take place in the State of Florida. The arbitrator may award relief only to the individual claimant, only to the extent necessary to provide the relief warranted by that individual claim, and must apply this Agreement, including its limitations of liability. The award will include a brief written explanation and may be entered in any court of competent jurisdiction. Fees of the arbitration will be allocated as the applicable AAA rules provide, and each party bears its own attorneys’ fees and costs except where the applicable rules or law provide otherwise.

Exceptions. Either party may (a) bring an individual action in small claims court for a Dispute within that court’s jurisdiction, as long as it remains there on an individual basis; and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information, or to stop unauthorized use or abuse of the Services. Elav8 may also bring an action in court to collect unpaid fees.

CLASS ACTION AND JURY TRIAL WAIVER. YOU AND ELAV8 EACH AGREE THAT ANY DISPUTE WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING, AND YOU AND ELAV8 EACH WAIVE ANY RIGHT TO A JURY TRIAL. The arbitrator may not consolidate more than one party’s claims or preside over any form of class or representative proceeding. If this class action waiver is found unenforceable as to any claim or request for relief, that claim or request will be severed, stayed until all arbitrable claims are resolved, and then decided by a court; it will never be arbitrated on a class basis.

Mass arbitration. If 25 or more substantially similar demands for arbitration are filed against Elav8 by or with the assistance of the same or coordinated counsel, the AAA’s Mass Arbitration Supplementary Rules will apply, the demands will be administered in batches of no more than 50 demands with one batch proceeding at a time, and filing fees for later batches will not be due until earlier batches are resolved. The limitations period for each claim is tolled while its batch awaits administration. This process is designed to resolve disputes efficiently and fairly and not to deny any claimant a forum.

30-day right to opt out. You may opt out of this arbitration agreement by emailing support@elav8.ai, with the subject line “Arbitration Opt-Out,” within 30 days after you first accept these Terms, stating your name, the email address of your account, and that you opt out of arbitration. Opting out does not affect any other part of this Agreement, including the jury trial waiver to the extent the law permits and the governing law and venue provisions.

Time limit. To the extent permitted by law, any Dispute must be brought within one (1) year after the claim arises; otherwise it is permanently barred.

Survival and severability. This Section survives termination of this Agreement. If any part of this Section other than the class action waiver is found unenforceable, the rest of it still applies.

24. Export Controls and Sanctions

You will comply with all U.S. and other applicable export control and economic sanctions laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, that you are not on, or owned or controlled by anyone on, a U.S. government restricted-party list, and that you will not use the Services for any prohibited end use or make them available to anyone who is.

25. Notices and Electronic Communications

You consent to receive agreements, notices, disclosures, invoices, and other communications from us electronically, by email to your account address or by posting in the Services, and you agree that they satisfy any legal requirement that they be in writing. Service and transactional emails are part of the Services; you can manage marketing emails with the unsubscribe link in each one.

Notices to Elav8 must be sent to support@elav8.ai with a subject line describing the notice. Formal legal notices must also be sent by mail or courier to the address listed on our Contact page.

26. Force Majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action, power, internet, or telecommunications failures, cyberattacks, and the failure, outage, suspension, or policy change of any AI model provider, cloud provider, carrier, app store, or other Third-Party Service.

27. General Terms

You may not assign or transfer this Agreement or any right under it, by operation of law or otherwise, without our prior written consent, and any attempt to do so is void. We may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets. This Agreement binds and benefits the parties and their permitted successors and assigns.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, fiduciary, or agency relationship. There are no third-party beneficiaries of this Agreement; in particular, Visitors, your customers, and individual Users have no rights under it.

This Agreement is the entire agreement between the parties about its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, written or oral. Terms in any purchase order or other document you provide are rejected and void. No waiver is effective unless it is in writing, and a failure to enforce a provision is not a waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permissible, and the rest of this Agreement will remain in effect.

Words such as “including” mean “including without limitation,” and headings are for convenience only. If this Agreement is translated, the English version controls. If you are an agency, reseller, or developer managing workspaces for your clients, you are responsible for each client’s compliance with this Agreement and for having the authority to act for them.

The Services are commercial computer software and documentation. If you are a U.S. government entity, your rights are limited to those in this Agreement, consistent with FAR 12.212 and DFARS 227.7202.

28. FALA Text Messages

If you tick “Text me” on fala.elav8.ai, FALA by Elav8 sends you a confirmation text and then marketing texts about FALA, including offers and tips. Up to 4 messages per month. Message and data rates may apply. Consent is not a condition of purchase. Texts go to US mobile numbers only.

Reply STOP to any message to cancel; you will get one final confirmation and no more texts. Reply HELP for help, or email support@elav8.ai. Reply START, or submit the form again, to re-subscribe.

Wireless carriers are not liable for delayed or undelivered messages.

29. Contact

Questions about these Terms: support@elav8.ai.

ELAV8 AI LLC, a Florida limited liability company. Email support@elav8.ai. Our mailing address for formal legal notices is listed on our Contact page at fala.elav8.ai/contact.