Terms of use
Propel Digital Inc. d/b/a Elllo.ai
Effective Date: March 1, 2025
1. ACCEPTANCE OF THESE TERMS
1.1 Binding Agreement. These Terms and Conditions ("Terms") constitute a legally binding contract between Propel Digital Inc., an Ontario corporation doing business as Elllo.ai ("Company," "we," "us," or "our"), and the individual end user ("User," "you," or "your"). BY ACCESSING OR USING THE ELLLO.AI VOICE‑BASED CONVERSATIONAL SERVICE, WEBSITE, MOBILE OR TELEPHONY INTERFACE, APPLICATION PROGRAMMING INTERFACE (API), OR ANY ASSOCIATED SOFTWARE OR CONTENT (collectively, the "Service"), YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS.
1.2 Updates. We may modify these Terms at any time. Revised Terms become effective on the stated effective date. Your continued use after the effective date constitutes acceptance. If you disagree, you must stop using the Service before the new Terms become effective.
2. DEFINITIONS
2.1 "Account" means the User credential established through registration of a mobile phone number or other authentication method we designate.
2.2 "API" means any application programming interface, software development kit, or related documentation we make available.
2.3 "Beta Service" means any Service or feature identified as "beta," "preview," "pilot," or similar.
2.4 "Content" means all data, text, audio, images, prompts, transcripts, embeddings, summaries, metadata, model outputs, and other material transmitted to, from, or through the Service.
2.5 "Personal Data" means any information relating to an identified or identifiable natural person and includes User Content where such identification is possible.
2.6 "Third‑Party Services" means any website, product, software, content, or service not owned or controlled by Company that interacts with the Service.
3. ELIGIBILITY—NO MINORS AND NO PROHIBITED PERSONS
3.1 Age Requirement. You must be at least eighteen (18) years of age and have legal capacity to form a binding contract to use the Service. The Service is not directed to or permitted for minors under any circumstances.
4. ACCOUNT REGISTRATION AND SECURITY
4.1 Phone‑Based Registration. To access the Service you must register a valid mobile phone number. One Account is permitted per phone number.
4.2 Accurate Information. You represent and warrant that all registration information you supply is true, complete, and kept current.
4.3 Credentials. You are solely responsible for maintaining the confidentiality of any authentication credentials (e.g., one‑time passcodes) and for all activities that occur under your Account. You must promptly notify us of any unauthorized use or security breach.
4.4 No Transfer. You may not sell, transfer, or assign your Account or any rights under these Terms without our prior written consent.
5. SUBSCRIPTIONS, FEES, AND BILLING
5.1 Subscription Plans. The Service is offered solely via recurring monthly subscription. Plan descriptions, features, and prices are shown in‑Service and are incorporated by reference.
5.2 Payment Authorization. By subscribing, you authorize us and our payment processor to charge the payment method you provide on a recurring basis until cancellation. All amounts are in U.S. dollars unless otherwise stated.
5.3 Trials and Promotions. Any free trial or promotional offer is subject to these Terms. At the end of a trial period, your Account will automatically convert to a paid subscription at the then‑current rate unless you cancel before the trial ends.
5.4 Taxes. You are responsible for all applicable governmental taxes, levies, or duties imposed by taxing authorities. We may add such taxes to the fees and collect them.
5.5 Cancellations and Refunds. You may cancel your subscription at any time via in‑Service controls; cancellation is effective at the conclusion of the current billing cycle. Except as required by law, fees (including partial periods) are non‑refundable and non‑creditable.
5.6 Chargebacks. Unauthorized charge reversals or chargebacks may result in immediate suspension of your Account and accrued fees becoming immediately due.
6. USER CONTENT; OWNERSHIP; LICENSE TO COMPANY
6.1 Ownership. As between the parties, you retain all right, title, and interest in and to your Content, subject to the license granted below and the rights of other Users with whom you may choose to share Content.
6.2 License to Operate the Service. You hereby grant Company a non‑exclusive, worldwide, royalty‑free, fully‑paid, sublicensable license to host, store, transmit, process, convert, transcribe, synthesize, and otherwise use your Content solely (a) to provide, maintain, and improve the Service for you, (b) to comply with law or legal process, and (c) as otherwise expressly permitted by you.
6.3 Retention. We store Content for the duration of the data retention limits of your subscription plan. You may delete Content or your entire history at any time through in‑Service controls; such deletion is permanent and irreversible, though backups may persist for a limited period per our data‑retention schedule.
6.4 Representations and Warranties. You represent and warrant that (i) you own or have the necessary rights in your Content, and (ii) your Content and use of the Service do not violate any law or infringe any third‑party right.
6.5 Feedback. If you provide suggestions, ideas, or feedback, you grant Company a perpetual, irrevocable, worldwide, royalty‑free license to use and exploit such feedback for any purpose without obligation to you.
7. PRIVACY AND DATA PROTECTION
7.1 Limited Data Collection. We collect (i) your registered mobile phone number; (ii) voice audio you submit; (iii) corresponding transcripts, embeddings, and model outputs; and (iv) basic device metadata (e.g., IP address, user‑agent) necessary for network operations.
7.2 Processing Purposes. Personal Data are processed solely to (a) provide personalized, per‑User model optimization, (b) process payments, (c) secure and maintain the Service, and (d) satisfy legal obligations.
7.3 Storage Location and Security. Content is stored on United States–based cloud infrastructure. All data are encrypted in transit (TLS 1.2 or higher) and at rest (AES‑256 or equivalent). Access is restricted via least‑privilege policies and logged.
7.4 Third‑Party Processors. The Service integrates with APIs from Vapi, OpenAI, Google Gemini, Twilio, Telnyx, Vonage, and ElevenLabs for generative AI and speech synthesis. Each processor is contractually bound to confidentiality and to use Content solely to deliver its services to you.
7.5 Cross‑Border Transfers. Where required, we rely on standard contractual clauses or other lawful mechanisms for cross‑border data transfers.
7.6 Privacy Policy. Our Privacy Policy, located at https://elllo.ai/privacy, explains our data practices in detail and is incorporated into these Terms by reference.
8. AI FUNCTIONALITY AND OUTPUT DISCLAIMERS
8.1 Machine‑Generated Output. The Service utilizes probabilistic models that may produce inaccurate, misleading, or offensive material. Output may impersonate real persons or be hallucinatory.
8.2 No Endorsement or Verification. Company does not verify or endorse any Output. Reliance on Output is at your own risk.
8.3 User Controls. You should independently review and, where appropriate, edit or censor Output before acting upon or sharing it.
9. NO PROFESSIONAL ADVICE; MENTAL‑HEALTH AND EMERGENCY DISCLAIMERS
9.1 Informational Only. Output is provided for general informational purposes and personal reflection. It does not constitute medical, psychiatric, psychological, legal, financial, or other professional advice.
9.2 No Therapeutic Relationship. Use of the Service does not establish a doctor–patient, therapist–client, attorney–client, fiduciary, or other similar relationship.
9.3 Mental‑Health Caution. If you feel distressed or consider self‑harm, immediately contact emergency services (e.g., dialing 911 in the U.S.) or a qualified mental‑health professional.
9.4 Not for Emergency Use. The Service is not designed for emergency communications or life‑critical situations and should never be relied on for time‑sensitive or safety‑critical decisions.
9.5 Simulated Relationships. Any emotional connection perceived with Elllo.ai is an artificial simulation. Company disclaims liability for reliance on such connections.
10. ACCEPTABLE USE AND PROHIBITED CONDUCT
You agree not to:
(a) Violate any applicable law, regulation, or court order;
(b) Infringe any intellectual‑property, privacy, or publicity right;
(c) Upload or transmit any Content that is unlawful, harassing, hateful, defamatory, obscene, pornographic, or otherwise objectionable;
(d) Use the Service to stalk, threaten, or harm another individual;
(e) Introduce viruses, malware, or other harmful code;
(f) Reverse‑engineer, decompile, or attempt to discover the source code or underlying models, except to the limited extent permitted by open‑source licenses or mandatory law;
(g) Circumvent technical measures, rate limits, or usage caps;
(h) Use automated or programmatic means (bots, scrapers) without our prior written consent;
(i) Use the Service to develop, train, or improve competing products or services;
(j) Engage in activity that could impose an unreasonable load on the Service or interfere with its proper working.
11. THIRD‑PARTY SERVICES AND LINKS
11.1 Integration. The Service may contain links to or integrations with Third‑Party Services. Your use of Third‑Party Services is governed solely by their terms.
11.2 No Liability. Company is not liable for any content, products, or services available through Third‑Party Services, nor for any damage or loss caused by them.
12. BETA PROGRAM
12.1 Nature of Beta Services. Beta Services are experimental, may contain bugs, and may be discontinued at any time without notice.
12.2 Feedback. You agree that any feedback regarding Beta Services is Company Confidential Information and that Company may use such feedback without restriction.
12.3 No Warranty. Beta Services are provided "AS IS" without warranties or support commitments.
13. MODIFICATIONS TO THE SERVICE
We reserve the right to modify, suspend, or discontinue the Service or any part thereof at any time with or without notice. We will not be liable to you or any third party for any such modification, suspension, or discontinuance.
14. SUSPENSION AND TERMINATION
14.1 By Company. We may suspend or terminate your Account immediately for cause, including any violation of these Terms, non‑payment, or suspected fraudulent activity.
14.2 By User. You may terminate your Account at any time via in‑Service controls.
14.3 Effect of Termination. Upon termination, all licenses granted to you terminate and your right to use the Service ceases. Sections that by their nature should survive (including but not limited to Sections 6–9, 18–23, and 24–29) shall remain in force.
15. USER SHARING AND PUBLICITY
15.1 User Sharing. You may export and publish your own Content on social media or elsewhere, at your discretion and risk.
15.2 Company Publicity. We will not publicly disclose or publish your private Content without your express consent, except as required by law or court order.
16. INTELLECTUAL PROPERTY
16.1 Company IP. All software, technology, visual interfaces, graphics, trademarks, service marks, logos, and documentation are owned by or licensed to Company and are protected by copyright, trademark, and other laws.
16.2 Limited License to You. Subject to these Terms, Company grants you a limited, revocable, non‑exclusive, non‑transferable, and non‑sublicensable license to access and use the Service solely for your personal, non‑commercial purposes.
16.3 Copyright Infringement—DMCA Procedure. If you believe any Content infringes your copyright, send a notice containing the information required by 17 U.S.C. §512(c)(3) to contact@elllo.ai. We will respond in accordance with the Digital Millennium Copyright Act.
17. EXPORT COMPLIANCE AND SANCTIONS
You agree to comply with Canadian export control and sanctions laws. You shall not export or re‑export the Service or technical data to any prohibited destination, person, or entity.
18. DISCLAIMERS OF WARRANTIES
THE SERVICE, BETA SERVICES, OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT. YOUR USE IS AT YOUR SOLE RISK.
19. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR (B) ANY AMOUNT EXCEEDING THE GREATER OF (I) THE TOTAL FEES PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (II) ONE HUNDRED U.S. DOLLARS (US$100), REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
20. INDEMNIFICATION
You will indemnify, defend, and hold harmless Company, its affiliates, directors, officers, employees, and agents from any third‑party claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising from or related to (a) your Content, (b) your breach of these Terms, or (c) your misuse of the Service.
21. GOVERNING LAW; INFORMAL DISPUTE RESOLUTION
21.1 Governing Law. These Terms and any dispute or claim arising out of or relating to them are governed by the laws of the province of Ontario, Canada, excluding conflict‑of‑law principles.
21.2 Good‑Faith Negotiation. Before initiating arbitration or litigation, the parties must first attempt in good faith to resolve any dispute by providing written notice and engaging in informal discussions for at least thirty (30) days.
22. FORCE MAJEURE
Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, power failures, Internet or telecommunications outages, or governmental actions.
23. NOTICES
24.1 Electronic Notices. We may provide notices to you by e‑mail to the address associated with your Account or by posting within the Service. Such notices are deemed given upon dispatch.
24.2 Mailing Address. Physical notices to Company must be sent to: Propel Digital Inc. d/b/a Elllo.ai, 120 Eglinton Avenue East, Suite 202, Toronto, Ontario, M4P 1E2, Canada.
24. ASSIGNMENT
You may not assign or transfer these Terms or your rights and obligations without our prior written consent. We may freely assign these Terms.
25. SEVERABILITY; WAIVER; INTERPRETATION
26.1 Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force.
26.2 Waiver. Our failure to enforce any right or provision is not a waiver of future enforcement.
26.3 Interpretation. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."
26. ENTIRE AGREEMENT
These Terms, together with the Privacy Policy and any additional terms incorporated by reference, constitute the entire agreement between you and Company regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings.
27. SURVIVAL
Sections 2, 5.5, 6–9, 12, 14.3, 16–24, 26–29, and any other provisions that by their nature are intended to survive termination shall survive.
28. CONTACT
Questions, feedback, or arbitration opt‑out notices:
E‑mail: contact@elllo.ai
