Platform Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY. BY CLICKING “I AGREE,” CREATING AN ACCOUNT, OR ACCESSING OR USING THE ELEVATE PLATFORM (THE “PLATFORM”), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE (“TERMS”). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

These Terms constitute a legally binding agreement between you and Elevate MSP, Inc., a Delaware corporation (“Elevate,” “we,” “us,” or “our”). By accepting these Terms, you represent and warrant that you have the legal capacity and authority to enter into this agreement. If you are accessing or using the Platform on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to “you” and “your” shall include both you individually and such entity.

These Terms apply to all users of the Platform, whether accessing the Platform directly or through a managed service provider or other authorized channel partner. Your access to and use of the Platform is conditioned upon your acceptance of and compliance with these Terms. Elevate reserves the right to update or modify these Terms as described in Section 14 of this agreement.

1. DEFINITIONS.

As used in these Terms of Use, the following capitalized terms have the meanings set forth below:

“AI” means artificial intelligence.

“Confidential Information” has the meaning set forth in Section 8.1.

“Feedback” means any suggestions, ideas, enhancement requests, or other feedback that the user provides to Elevate regarding the Platform.

“Platform” means the Elevate platform, including all software, tools, features, interfaces, and related services made available by Elevate to the user.

“Privacy Policy” means Elevate’s privacy policy, as updated from time to time and made available through the Platform or on Elevate’s website.

“Terms” means these Terms of Use, as amended from time to time in accordance with Section 14.

2. ELIGIBILITY AND ACCOUNT RESPONSIBILITIES.

2.1 Eligibility. You represent and warrant that you are at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater. If you are accessing or using the Platform on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and all references to “you” and “your” in these Terms refer to both you individually and that entity.

2.2 Account Registration. To access the Platform, you may be required to create an account and provide accurate, current, and complete registration information. You agree to update your account information promptly to keep it accurate and complete.

2.3 Credential Security. You are solely responsible for maintaining the confidentiality of your login credentials, including your username and password. You agree not to share your credentials with any third party.

2.4 Account Activity. You are responsible for all activity that occurs under your account, whether or not authorized by you. Elevate is not liable for any loss or damage arising from unauthorized use of or access to your account.

2.5 Unauthorized Access. You agree to notify Elevate promptly in accordance with Section 14.8 if you become aware of any unauthorized access to or use of your account or any other breach of security. Elevate reserves the right to suspend or disable your account at any time if Elevate reasonably believes that unauthorized access has occurred.

3. LICENSE GRANT AND RESTRICTIONS.

3.1 License Grant. Subject to your compliance with these Terms, Elevate grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform during the term, solely for your internal business purposes and in accordance with these Terms.

3.2 Reservation of Rights. All rights not expressly granted to you under these Terms are reserved by Elevate. Nothing in these Terms conveys any ownership interest in or to the Platform.

3.3 Restrictions. You agree that you will not, and will not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Platform;
• Copy, modify, adapt, translate, or create derivative works based on the Platform;
• Sublicense, sell, resell, transfer, assign, lease, rent, or otherwise make the Platform available to any third party;
• Use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use of the Platform;
• Use the Platform in violation of any applicable law, rule, or regulation;
• Circumvent, disable, or otherwise interfere with any security features of the Platform;
• Use any automated means, including bots, crawlers, or scrapers, to access the Platform except through Elevate’s approved application programming interfaces; or
• Remove, alter, or obscure any proprietary notices, labels, or markings on or within the Platform.

4. INTELLECTUAL PROPERTY.

4.1 Elevate Ownership. Elevate retains all right, title, and interest in and to the Platform, including all underlying source code, object code, algorithms, machine learning models, documentation, user interfaces, designs, architectures, and all modifications, improvements, and derivative works thereof, together with all related intellectual property rights (including patents, copyrights, trademarks, trade secrets, and moral rights). Nothing in these Terms transfers or conveys any ownership interest in the Platform to you. All rights not expressly granted to you under these Terms are reserved by Elevate.

4.2 End User Data Ownership. You retain all right, title, and interest in and to the data you submit to the Platform and any output generated by you through the Platform (collectively, “End User Data”). Except as set forth in these Terms, Elevate acquires no ownership rights in End User Data by virtue of your use of the Platform.

4.3 Limited License to End User Data. You grant Elevate a limited, non-exclusive, worldwide, royalty-free license to access, use, host, store, reproduce, and display End User Data solely as necessary to provide and maintain the Platform and to fulfill Elevate’s obligations under these Terms, subject to the restrictions set forth in Section 5. This license terminates upon deletion of End User Data in accordance with Section 12.

4.4 Proprietary Notices. You will not remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in or displayed on the Platform without prior written permission from Elevate in its sole discretion.

5. FEEDBACK AND AI MODEL TRAINING.

5.1 Feedback. If you provide any suggestions, ideas, enhancement requests, or other feedback regarding the Platform (“Feedback”), you hereby irrevocably assign to Elevate all right, title, and interest in and to such Feedback, including all intellectual property rights therein. Elevate may use, reproduce, modify, distribute, and otherwise exploit Feedback for any purpose without restriction, attribution, or compensation to you.

5.2 AI Model Training Restriction. Elevate will not use End User Data to train or fine-tune AI or machine learning models without your prior written consent. Notwithstanding the foregoing, Elevate may use aggregated and de-identified data and usage insights derived from operation of the Platform for product improvement, analytics, and benchmarking purposes, provided that such data cannot reasonably be used to identify you or any individual.

6. PLATFORM OPERATIONS.

6.1 Updates and Modifications. Elevate may, in its sole discretion, update, modify, or otherwise enhance the Platform from time to time, including by adding, changing, or removing features, functionality, or content. Elevate may, but is not obligated to, provide advance notice of material changes that may significantly affect your use of the Platform.

6.2 AI Models and Service Providers. The Platform may rely on third-party AI models, algorithms, or service providers. Elevate reserves the right to change, replace, or remove any underlying AI model or service provider at any time and for any reason in its sole discretion, without prior notice to you.

6.3 No Liability for Performance Variations. You acknowledge and agree that updates, modifications, or changes to underlying AI models or service providers may result in temporary reductions in performance, variations in output quality, or periods of limited availability. Elevate shall not be liable for any such temporary reduction in performance, output variation, or service disruption resulting from changes made pursuant to this Section 6.

6.4 No Obligation to Maintain. Nothing in these Terms obligates Elevate to maintain, support, or continue offering the Platform or any particular feature, functionality, or integration. Elevate may discontinue the Platform or any part thereof at any time, subject to the termination provisions set forth in Section 12.

7. DATA PRIVACY AND SECURITY.

7.1 Security Safeguards. Elevate will implement and maintain commercially reasonable administrative, technical, and physical safeguards consistent with industry standards to protect End User Data against unauthorized access, disclosure, alteration, destruction, or loss.

7.2 Security Incident Notification. If Elevate becomes aware of any actual or reasonably suspected unauthorized access to, acquisition of, or disclosure of End User Data (a “Security Incident”), Elevate will: (a) promptly notify you in writing of the Security Incident, including, to the extent known, the nature and scope of the Security Incident, the data affected, and the corrective actions taken or planned; and (b) cooperate with you in good faith to investigate, remediate, and mitigate the effects of the Security Incident and to comply with applicable data breach notification requirements.

7.3 Privacy Policy. Elevate’s collection, use, storage, and disclosure of personal information and other data are described in the Privacy Policy. The Privacy Policy is incorporated into these Terms by reference. You acknowledge that you have reviewed the Privacy Policy and agree to its terms.

7.4 User Obligations. You are responsible for ensuring that any data you submit to the Platform is collected and provided to Elevate in compliance with all applicable laws, rules, and regulations, including applicable data protection and privacy laws. You will not submit to the Platform any data that you are not authorized to share or that would require security protections beyond those described in this Section 7.

8. CONFIDENTIALITY.

8.1 Definition. “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with these Terms, whether disclosed orally, in writing, or by other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

8.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without obligation of confidentiality; (c) is rightfully received from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

8.3 Obligations. The Receiving Party will: (a) use Confidential Information solely for the purposes of exercising its rights or performing its obligations under these Terms; (b) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

8.4 Compelled Disclosure. If the Receiving Party is compelled by law, regulation, or legal process to disclose Confidential Information, the Receiving Party will provide prompt written notice to the Disclosing Party (to the extent legally permitted) and reasonably cooperate with the Disclosing Party’s efforts to obtain a protective order or other appropriate remedy.

8.5 Return or Destruction. Upon the Disclosing Party’s written request or upon termination of these Terms, the Receiving Party will promptly return or destroy all Confidential Information in its possession and, upon request, certify such return or destruction in writing. Notwithstanding the foregoing, Confidential Information that resides in automated backup or archival systems may be retained until such backups or archives expire in the ordinary course, provided that any such retained Confidential Information shall remain subject to the obligations of this Section 8.

9. DISCLAIMERS.

9.1 AS-IS. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ELEVATE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9.2 NO WARRANTY. WITHOUT LIMITING THE FOREGOING, ELEVATE DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (B) ANY DEFECTS OR ERRORS IN THE PLATFORM WILL BE CORRECTED; (C) THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) ANY OUTPUT, CONTENT, OR RESULTS GENERATED THROUGH THE PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, OR FIT FOR ANY PARTICULAR PURPOSE.

9.3 NO IMPLIED WARRANT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ELEVATE OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.

9.4 AI ERROR. YOU ACKNOWLEDGE THAT THE PLATFORM UTILIZES AI AND MACHINE LEARNING TECHNOLOGIES, AND THAT OUTPUTS GENERATED BY SUCH TECHNOLOGIES MAY CONTAIN ERRORS, INACCURACIES, OR OMISSIONS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ALL OUTPUTS BEFORE RELYING ON THEM FOR ANY PURPOSE.

10. LIMITATION OF LIABILITY.

10.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ELEVATE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT ELEVATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 AGGREGATE LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ELEVATE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE TOTAL FEES PAID BY YOU (OR BY YOUR SERVICE PROVIDER ON YOUR BEHALF FOR ACCESS TO THE PLATFORM) TO ELEVATE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 EXCEPTIONS. THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 10 WILL NOT APPLY TO: (A) EITHER PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 8 (CONFIDENTIALITY); (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION); OR (C) LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10.4 FAILURE OF ESSENTIAL PURPOSE. THE LIMITATIONS IN THIS SECTION 10 APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11. INDEMNIFICATION.

11.1 Indemnification Obligation. You agree to indemnify, defend, and hold harmless Elevate and its officers, directors, employees, agents, successors, and assigns (collectively, the “Elevate Indemnitees”) from and against any and all third-party claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• your use of the Platform in violation of these Terms;
• your violation of any applicable law, rule, or regulation; or
• End User Data, including any claim that End User Data infringes or misappropriates a third party’s intellectual property rights or violates any third party’s privacy or other rights.

11.2 Indemnification Procedure. Elevate will provide you with prompt notice of any claim for which indemnification is sought, provided that failure to provide timely notice will not relieve your indemnification obligations except to the extent you are materially prejudiced by such failure. You will have sole control of the defense and settlement of any indemnified claim, provided that you may not settle any claim in a manner that imposes obligations on any Elevate Indemnitee, or admits fault or liability on behalf of any Elevate Indemnitee, without Elevate’s prior written consent. Elevate may participate in the defense of any claim at its own expense with counsel of its choosing.

12. TERM AND TERMINATION.

12.1 Term. These Terms take effect upon your first access to the Platform and remain in effect until terminated in accordance with this Section 12.

12.2 Termination for Convenience. Either party may terminate these Terms for any reason, or for no reason, upon ninety (90) days’ prior written notice to the other party.

12.3 Termination and Suspension for Breach. Elevate may suspend or terminate your access to the Platform immediately, without prior notice, if you breach any provision of these Terms. Suspension will not limit any other rights or remedies available to Elevate.

12.4 Effect of Termination. Upon termination of these Terms for any reason, you must immediately cease all access to and use of the Platform. Upon the effective date of any termination pursuant to Section 12.2 or Section 12.3, Elevate may immediately disable your access to the Platform without further notice. Elevate will delete your End User Data within a commercially reasonable period following the effective date of termination, unless retention is required by applicable law. Notwithstanding the foregoing, End User Data that resides in automated backup or archival systems may be retained until such backups or archives expire in the ordinary course, provided that any such retained data shall remain subject to the confidentiality and data handling obligations of these Terms.

12.5 Survival. The following sections, and any other provisions that by their nature should survive termination, will survive the expiration or termination of these Terms: Section 1 (Definitions), Section 4 (Intellectual Property), Section 5 (Feedback and AI Model Training), Section 7 (Data Privacy and Security), Section 8 (Confidentiality), Section 9 (Disclaimers), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 13 (Governing Law and Jurisdiction), and Section 14 (General Provisions).

13. GOVERNING LAW AND JURISDICTION.

13.1 Governing Law. These Terms and any dispute arising out of or relating to these Terms, the Platform, or the relationship between the parties shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles.

13.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in Boston, Massachusetts, before a single arbitrator. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

13.3 Costs and Fees. Each party shall bear its own costs and attorneys’ fees in connection with any arbitration or related proceeding under this Section 13, unless the arbitrator determines that a party’s claims or defenses were frivolous or brought in bad faith, in which case the arbitrator may award reasonable attorneys’ fees to the prevailing party.

13.4 Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

14. GENERAL PROVISIONS.

14.1 Entire Agreement. These Terms, together with Elevate’s Privacy Policy and any applicable order form, constitute the entire agreement between you and Elevate regarding your access to and use of the Platform and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral, relating to the subject matter hereof. If you access the Platform through a managed service provider or other authorized channel partner, you may also be subject to a separate agreement between you and such provider governing the commercial terms of that relationship (including scope of services, fees, term, and support). These Terms and any such agreement are intended to coexist; in the event of a conflict, these Terms shall control with respect to your access to and use of the Platform, data handling, and Elevate's intellectual property, and the agreement between you and your managed service provider shall control with respect to the commercial terms of that relationship.

14.2 Amendments. Elevate may update these Terms at any time, in its sole discretion, by posting the revised version on its website or through the Platform. Elevate may, but is not obligated to, provide prior notice of any such update. Your continued use of the Platform after any such update constitutes acceptance of the updated Terms. If you do not agree to the revised Terms, you must stop using the Platform.

14.3 Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

14.4 Waiver. The failure of either party to enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

14.5 Assignment. You may not assign or transfer these Terms, or any rights or obligations hereunder, without Elevate’s prior written consent. Elevate may assign these Terms freely, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section 14.5 is void.

14.6 Force Majeure. Neither party will be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, or failures of third-party telecommunications or power supply.

14.7 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

14.8 Notices. Notices to Elevate must be sent to: Elevate MSP, Inc., 61 Parker Rd, Wellesley, MA 02482, or by email to legal@elevatemsp.ai. Notices to you will be sent to the email address associated with your account. Notices are deemed given when delivered personally, one (1) business day after sending by email, or three (3) business days after sending by certified mail.

14.9 Export Compliance. You agree to comply with all applicable export and import control laws and regulations, including the U.S. Export Administration Regulations and sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. You will not access or use the Platform from any U.S.-embargoed country or region, or in violation of any applicable export law or regulation.