Terms and Conditions

1. Our Services

The Services describe our technology consulting, implementation, and managed-services offerings.

All information is provided for general informational purposes only and does not constitute legal, tax, accounting, cybersecurity, or other professional advice.

Use of the Services from outside the United States is at your own risk. The Services are not designed to comply with industry-specific regulations such as HIPAA, GLBA, or FISMA; do not submit protected health information or other regulated data unless a written agreement expressly allows it.

2. Intellectual Property Rights

Our Intellectual Property

All content in the Services—including software, designs, text, graphics, logos, photographs, video, and compilations (“Content”) and all trademarks, service marks, and logos (“Marks”)—is owned by or licensed to us and protected by U.S. and international law. All rights not expressly granted are reserved.

Your License

We grant you a limited, non-exclusive, non-transferable, revocable license to access the Site and use the Content solely for your personal or internal business purposes. Any other use requires our written consent.

Your Submissions

If you send us ideas, feedback, or suggestions (“Submissions”), you grant us a perpetual, worldwide, royalty-free license to use them without compensation. You represent that you own or have rights to such Submissions and that they contain no confidential information.

3. User Representations

By using the Services, you represent and warrant that:

1. You have legal capacity and agree to these Legal Terms.
2. You are not a minor in your jurisdiction.
3. You will not use bots or automated scripts to access the Services.
4. You will not use the Services for unlawful purposes.
5. Your use complies with all applicable laws and regulations.

4. Prohibited Activities

You agree not to:

• Harvest data or scrape the Site without permission.
• Circumvent security features.
• Upload malware or spam.
• Interfere with Site operation or reverse engineer its software.
• Use the Services to compete with us or to harass others.
• Misrepresent your identity or remove proprietary notices.

5. Consulting Engagement Terms

Certain Services are provided under separate written Statements of Work (SOWs) or Master Services Agreements. If an SOW conflicts with these Legal Terms, the SOW controls for that engagement.

• Deliverables & IP: We retain ownership of pre-existing materials, tools, and know-how. You receive a perpetual, non-exclusive license to use deliverables created for you for internal business purposes.
• Client Responsibilities: You will provide timely access to systems and information and ensure accuracy of all data you supply.
• Third-Party Platforms: You are responsible for any required third-party licenses and compliance.
• Fees & Taxes: Payment, taxes, and late-fee terms appear in the applicable SOW.
• No Legal or Investment Advice: Our consulting is technical and operational only.
• No Guarantee: We do not guarantee specific business outcomes.

6. Confidentiality & Data Security

Each party may receive confidential, non-public information (“Confidential Information”). The receiving party must protect it using reasonable care and use it only to perform obligations under these Terms or an SOW.

Exceptions include information that is public, independently developed, or obtained lawfully from a third party.

We maintain administrative, physical, and technical safeguards appropriate to the nature of the data we process. You will not send regulated data (e.g., PHI, PCI data, special-category personal data) unless expressly authorized in an SOW.

7. Open Source & AI Use

We may recommend or incorporate open-source components consistent with their licenses. You are responsible for ongoing compliance with such licenses.

We may use reputable AI/ML tools to assist in development or analysis but will not intentionally input your Confidential Information into third-party AI systems unless approved in writing and protected by enterprise controls. You remain responsible for reviewing AI-generated outputs.

8. Privacy Policy

Our Privacy Policy is available at www.elevate.cloud/privacy-policy.

By using the Services, you consent to our data practices as described there. The Services are hosted in the United States; by using them, you consent to the transfer and processing of your data in the U.S.

9. Services Management

We may monitor and manage use of the Services to maintain integrity and security, and may suspend or terminate access if you violate these Legal Terms or misuse the system.

10. Modifications & Interruptions

We may change, suspend, or discontinue the Services at any time without notice. We are not liable for downtime, data loss, or delays caused by maintenance or outages.

11. Governing Law

These Legal Terms are governed by and construed in accordance with the laws of the State of Missouri, without regard to conflict-of-law principles.

12. Dispute Resolution

Informal Resolution

Before filing a claim, the parties will attempt in good faith to resolve disputes informally for thirty (30) days after written notice.

Binding Arbitration and Venue

If not resolved, any dispute will be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (and, if applicable, its Consumer Rules).

The arbitration will take place in St. Louis, Missouri, or by secure video conference at the arbitrator’s discretion.

Judgment on the award may be entered in any court of competent jurisdiction located in St. Louis County, Missouri.

Class Action Waiver: Arbitration will proceed solely on an individual basis; no class, representative, or collective actions are permitted.

If a court finds this waiver unenforceable for a particular claim, that claim must proceed in court and not in arbitration.

Either party may seek injunctive or equitable relief in the state or federal courts located in St. Louis, Missouri to protect intellectual-property or confidentiality rights. Each party irrevocably submits to the exclusive jurisdiction and venue of those courts for such purposes.

13. Corrections

Information on the Services may contain typographical errors or inaccuracies. We reserve the right to correct or update such information at any time without notice.

14. Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

15. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR FOR LOST PROFITS, REVENUE, OR DATA.

OUR TOTAL LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF US $10,000 OR THE AMOUNTS PAID BY YOU TO US FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE PRECEDING 12 MONTHS.

16. Indemnification

You will defend, indemnify, and hold harmless us and our affiliates, officers, directors, employees, and agents from any claims, damages, losses, or expenses (including attorneys’ fees) arising out of your (a) use of the Services, (b) breach of these Legal Terms or an SOW, (c) violation of third-party rights, or (d) materials you supply.

17. User Data

We may maintain data transmitted through the Services for operational purposes. You are responsible for maintaining your own backups.

We are not liable for loss or corruption of such data except as expressly required under an SOW or data-processing agreement.

18. Electronic Communications and Signatures

You consent to receive notices and communications electronically and agree that electronic signatures and records have the same legal effect as originals.

19. California Users

If you reside in California and a complaint with us is not resolved, you may contact the Complaint Assistance Unit of the California Department of Consumer Affairs, 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, (800) 952-5210.

20. Compliance (Export, Sanctions, Anti-Bribery)

You represent that you are not located in or organized under the laws of a country subject to U.S. sanctions and are not a restricted party.

You will comply with all applicable export-control, sanctions, and anti-corruption laws, including the U.S. FCPA and the U.K. Bribery Act.

21. Miscellaneous

These Legal Terms, together with any referenced policies and applicable SOWs, constitute the complete agreement regarding the Services.

If any provision is unenforceable, the remaining provisions remain effective. We may assign these Terms; you may not assign them without our written consent. No waiver is valid unless in writing.

No partnership or joint venture is created by these Terms.

22. Contact Us

© 2025. Elevate Platform Management Solutions, Inc.