PLAIN ENGLISH SUMMARY before the full Terms of Service below
This summary highlights key points for your convenience, but the full Terms of Service below are what legally apply.
What ellocharlie Does
We provide cloud-based software for marketing, sales, customer support, project management, and communication. You can embed our tools (forms, chat widgets, scheduling) on your website or in your product to serve your customers.
What You're Agreeing To
Payment & Subscription
• You pay monthly or annually in advance (your choice)
• Fees are non-refundable (except as required by law)
• We can change prices with 30 days' notice
• If you don't pay, we may suspend or terminate your account
• Subscriptions automatically renew
• You can cancel anytime - takes effect at the end of your current billing period
Your Data
• You own all your data - we never claim ownership
• You can export your data anytime
• If you terminate, you have 30 days to download everything
• After 60 days, we delete your data permanently
Security & Privacy
• We use industry-standard encryption and security
• We won't sell your data to anyone
• You're responsible for keeping your password secure
• No system is 100% secure - you should back up critical data
Your Responsibilities
• Don't use our service for spam, illegal activities, or harmful content
• Don't try to hack or abuse the system
• IMPORTANT: Please see “The Third Party Relationship” below in this Summary
What We Don't Allow
• Healthcare data (HIPAA) without a special agreement
• Payment card numbers (use a payment processor instead)
• Children's data without proper consent mechanisms
• Illegal, harmful, or abusive content
• Spam or phishing
Limitations
• We provide the service "as-is" without guarantees
• We aim for 99.5% uptime but can't promise perfect availability
• We're not liable for lost profits, data loss, or business interruption
• Our maximum liability is what you paid us in the last 12 months
• We can change or remove features (we will give you notice)
Integrations & Third Parties
• We integrate with other services (e.g. Slack)
• We're not responsible if those services have issues
• Their terms and privacy policies apply to them
Termination
• You can terminate anytime
• We can terminate if you violate these Terms or don't pay
Where We Operate
• Our servers are in the United States
• If you're outside the US, your data will be transferred here
• We can comply with GDPR for European users and CCPA for California users
Changes to Terms
• We may update these Terms with 30 days' notice
• Continued use means you accept the changes
• For major changes, we'll email you
What We Promise
We will:
• Protect your data with strong security measures
• Notify you promptly of any data breaches
• Give you access to your data anytime
• Provide customer support
• Be transparent about our practices
We won't:
• Sell your personal information
• Use your customer data for our own purposes (except to run the service)
• Delete your data without warning
• Change your price mid-billing cycle
The Three-Party Relationship (IMPORTANT!)
When you use Ello Charlie, there are often three parties involved:
Ello Charlie —------ You —------ Your Customers
When your customers interact with Ello Charlie tools you've embedded (chat widgets, forms, scheduling):
• We provide the technology and store the data
• You control what data is collected and how it's used
• Your customers provide their information
This means:
• You are responsible for getting consent from your customers
• You need your own privacy policy on your website
• You must comply with privacy laws for the data you collect
• We process data on your behalf based on your instruction
• If your customer has complaints they are your responsibility.
If You Have Questions
• Read the full Terms below - they contain all the legal details
• Contact support: [email protected]
ACKNOWLEDGMENT & ACCECTANCE
By creating an account, or using the Services, you:
1 Agree to be bound by these Terms and our Privacy Policy
2 Represent that you are at least 18 years old
3 Represent that you have authority to bind your organization (if applicable)
4 Acknowledge this is a legally binding agreement
Please read the full Terms of Service here:
TERMS OF SERVICE
Last Updated: January 18, 2026
These Terms of Service ("Terms") govern your access to and use of the software, platform, and services (collectively, the "Services") provided by ellocharlie Inc., a Delaware corporation ("Company", "we", "us", or "our"). By accessing or using the Services, you ("User", "you", or "your") agree to be bound by these Terms.
BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.
1. DEFINITIONS
For purposes of these Terms, "you" or "your" refers to the individual or entity accessing or using the Services. If you are accepting these Terms on behalf of a company or other legal entity, "you" refers to that entity.
• "Services" means the cloud-based platform, software, tools, features, and related services provided by Company, including but not limited to marketing forms, meeting scheduling, customer relationship management (CRM), lead and sales management, customer support, helpdesk, ticketing, project management, documentation management, communication tools, chat widgets, integrations, automations, status pages, and product updates.
• "Customer Data" means all data, content, files, and information that you upload, submit, store, send, or receive through the Services.
• "Your Users" means individuals within your organization whom you authorize to access and use the Services under your account.
• "End-Users" means individuals who interact with the Services through tools you deploy (such as forms, chat widgets, or scheduling pages) embedded on your website or product.
• "Confidential Information" means non-public information disclosed by one party to the other, including business plans, technical data, customer lists, and pricing.
• "Order Form" means (a) the online subscription page where you select your plan and pricing, or (b) any separate ordering document specifying your selected plan, pricing, and features.
2. ACCOUNTS & ELIGIBILITY
2.1 Age and Authority
You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or your organization.
2.2 Account Registration
You agree to provide accurate, current, and complete information during registration and to update this information as necessary.
2.3 Account Security
You are responsible for:
• Maintaining the confidentiality of your account credentials
• All activity that occurs under your account
• Using strong passwords and enabling two-factor authentication when available
• Immediately notifying us of any unauthorized access or security breach
• Not sharing credentials across multiple individuals
2.4 User Management
You are responsible for:
• All Your Users' compliance with these Terms
• Managing user permissions and access levels
• Promptly removing access for users who should no longer have it
• All actions taken by Your Users
2.5 One Account Per Organization
You may not create multiple accounts to circumvent usage limits, pricing, or these Terms.
3. SERVICES
3.1 Platform Features
We provide a cloud-based platform that includes but is not limited to tools for marketing, customer relationship management (CRM), lead and sales pipeline management, customer support, helpdesk, ticketing, project management, documentation management, communication tools, chat widgets, integrations, automations, status pages, and related product features.
3.2 Service Modifications
We reserve the right to modify, add, or discontinue features at any time. We will provide reasonable advance notice for discontinuation of core features, except when changes are required for:
• Security updates
• Legal compliance
• Emergency system maintenance
• Prevention of service abuse
3.3 Beta Features
We may designate certain features as "Beta," "Labs," "Experimental," "Preview," or similar designations ("Beta Features"). Beta Features are early-stage functionalities that we make available for testing and feedback before general release.
Availability:
• Beta Features are available to Plus plan subscribers and higher (check your plan for eligibility)
• You can enable or disable Beta Features at any time through your account settings
• Enabling Beta Features is entirely optional and at your discretion
• Not all Beta Features may be available to all customers
Beta Feature Characteristics:
Beta Features:
• Are provided "AS-IS" without warranty of any kind
• May contain bugs, errors, or incomplete functionality
• May not perform as expected or documented
• May be modified, changed, or discontinued at any time without advance notice
• May not be suitable for production use or business-critical operations
• Are excluded from any Service Level Agreements (SLAs) or uptime commitments
• May have limited or no customer support
• May not be compatible with all integrations or third-party services
Your Responsibilities When Using Beta Features:
By enabling Beta Features, you acknowledge and agree that:
Use at Your Own Risk:
• You assume all risk associated with using Beta Features
• You are responsible for evaluating whether a Beta Feature is appropriate for your use case
• You should not use Beta Features for critical business operations without adequate testing and safeguards
Data and Backup:
• You are responsible for maintaining backups of your data when using Beta Features
• Beta Features may result in data loss, corruption, or unexpected behavior
No Warranties:
• We make no representations or warranties about Beta Feature performance, reliability, or availability
• We do not warrant that Beta Features will meet your requirements or be error-free
• We do not warrant that Beta Features will be included in future generally available releases
Feedback and Testing:
• We may request feedback about your experience with Beta Features
• Providing feedback is voluntary but appreciated
• Any feedback you provide becomes our property and may be used to improve the Services
Beta Feature Changes:
We reserve the right to, at any time and without notice:
• Modify Beta Feature functionality, design, or behavior
• Remove or disable Beta Features from your account
• Discontinue Beta Features entirely
• Change the eligibility requirements for Beta Features
• Promote Beta Features to general availability (at which point they become subject to standard Terms and SLAs)
If we discontinue a Beta Feature you are using:
• We will make reasonable efforts to notify you via email or in-app notification
• We are not obligated to provide advance notice
• We are not liable for any disruption caused by Beta Feature discontinuation
• No refunds or credits will be provided for discontinued Beta Features
Beta Feature Data:
When you use Beta Features:
• Data processed by Beta Features is subject to the same privacy and security measures as our standard Services (see Privacy Policy)
• However, Beta Features may have different data retention, backup, or recovery capabilities than generally available features
• We recommend maintaining independent backups of any critical data processed by Beta Features
Support for Beta Features:
• Support for Beta Features is provided on a best-effort basis only
• We may request detailed information about your use of Beta Features to assist with troubleshooting
• Response times and support availability for Beta Features may differ from our standard support SLAs
Liability Limitation:
In addition to the general limitations in Section 14 (Limitation of Liability):
• We are not liable for any damages, losses, or issues arising from your use of Beta Features
• This includes, but is not limited to: data loss, service interruptions, business losses, or integration failures caused by Beta Features
• Your sole remedy for any issues with Beta Features is to disable them in your account settings
Graduation to General Availability:
If a Beta Feature is promoted to general availability ("GA"):
• We will announce the change via email or in-app notification
• The feature will then be subject to our standard Terms of Service and applicable SLAs
• Settings or configurations may need to be reconfigured during the transition
• We will provide reasonable notice and guidance for any required changes
Opting Out:
You may disable Beta Features at any time by:
• Toggling the "Enable Experimental Features" setting to OFF in your account settings
• When disabled, you will no longer have access to any Beta Features, and any configurations or workflows using Beta Features may stop functioning
3.4 No Guarantee of Specific Features
We do not guarantee that any specific feature will remain available or unchanged. Your use of the Services acknowledges this limitation.
4. SUBSCRIPTIONS & PAYMENTS
4.1 Subscription Plans
Services are provided on a subscription basis according to the plan you select. Plans may include limits on users, contacts, storage, features, and usage.
4.2 Billing
Fees are based on the plan you selected during signup or as specified in your Order Form, billed in advance on a monthly or annual basis as you selected.
4.3 Payment Terms
• Payment is due immediately upon subscription and will be automatically charged to your payment method on a recurring basis according to your selected billing cycle (monthly or annual). If you start with a free trial, payment is charged automatically when your trial ends.
• We accept payment via credit card, debit card, or other methods we may offer
• You authorize us to charge your payment method on a recurring basis
• Failed payments may result in service suspension or termination
• All fees are stated in U.S. Dollars unless otherwise specified
• Your subscription will automatically renew as described in Section 4.11 (Automatic Renewal)
4.5 Price Changes
We may change our pricing with at least 30 days' advance notice via email or through the Services. Price changes will take effect at the start of your next billing cycle. Continued use after the price change constitutes acceptance.
4.6 Taxes
All fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, "Taxes"). You are responsible for all Taxes, except those based on our net income.
4.7 No Refunds
All fees are non-refundable except:
• As expressly stated in these Terms
• As required by applicable law
• At our sole discretion
Refunds, if provided, will be pro-rated based on the unused portion of your subscription period.
4.8 Downgrades
If you downgrade your subscription plan:
• You may lose access to features and data included in your previous plan
4.9 Non-Payment
If payment is not received:
• We may provide a grace period of up to 15 days
• After the grace period, we may suspend access to the Services
• If payment remains outstanding for 30 days, we may terminate your account and delete your data
4.10 Reinstatement
Reinstatement after suspension requires:
• Payment of all outstanding fees
• Payment of any applicable reinstatement fee
• Acceptance that we make no guarantee of data availability after suspension
4.11 Automatic Renewal
Your subscription automatically renews for successive periods equal to your selected billing term (monthly or annual) until terminated by either party in accordance with these Terms.
You will be charged automatically on each renewal date at our then-current pricing. We will notify you of material price increases at least 30 days before they take effect.
You may cancel your subscription at any time by using the cancellation feature in your account settings or by contacting support at [email protected] with subject line CANCELLATION. Cancellation takes effect at the end of your current billing period.
By subscribing, you authorize us to charge your payment method for each renewal period.
5. CUSTOMER DATA
5.1 Ownership
You retain all ownership rights in your Customer Data. We claim no ownership over your Customer Data.
5.2 License to Use Customer Data
You grant us a worldwide, non-exclusive, royalty-free license to:
• Host, store, and backup your Customer Data
• Process and transmit your Customer Data
• Display your Customer Data to you and Your Users
• Use your Customer Data solely to provide, maintain, and improve the Services
This license terminates when you delete your Customer Data or terminate your account, subject to backup retention periods.
5.3 Your Responsibilities for Customer Data
You represent and warrant that:
• You own or have all necessary rights to your Customer Data
• Your Customer Data does not violate any laws or third-party rights
• You have obtained all required consents to upload and process your Customer Data
• Your Customer Data does not contain malware, viruses, or malicious code
5.4 End-User Data Collection
When you use the Services to collect data from End-Users (via forms, chat widgets, scheduling tools, or other methods), you are solely responsible for:
• Obtaining all legally required consents from End-Users
• Posting and maintaining legally compliant privacy policies
• Complying with GDPR, CCPA, CAN-SPAM, and all applicable privacy and data protection laws
• Providing End-Users with required notices about data collection and use
• Honoring End-User rights (access, deletion, opt-out, etc.)
You acknowledge that you are the data controller for End-User data, and we are merely a data processor acting on your instructions.
5.5 Prohibited Data
You may not upload or process through the Services:
Regulated or Sensitive Data:
• Personal data of children under 13 without COPPA-compliant consent mechanisms
• Protected health information (PHI) subject to HIPAA, unless covered by a separate Business Associate Agreement
• Payment card information (PCI data) unless explicitly authorized
• Classified government information
• Data that violates export control laws
5.6 Data Processing Agreement
For customers subject to GDPR or similar data protection regulations, we will enter into a Data Processing Agreement (DPA) upon request. The DPA will govern our processing of personal data on your behalf.
5.7 Data Deletion
You may delete your Customer Data at any time through the Services interface or by contacting [email protected] with subject line
DATA DELETION. Upon written request or account termination, we will:
• Delete your Customer Data within 60 days from our production systems
• Remove your Customer Data from backup systems within 90 days
• Retain only data required for legal compliance or aggregated anonymized data
5.8 Aggregated Data
We may collect and use aggregated, anonymized, de-identified data derived from your use of the Services for:
• Service improvement and development
• Analytics and benchmarking
• Marketing and research
This aggregated data does not identify you or your organization.
6. DATA SECURITY & PRIVACY
6.1 Security Measures
We implement industry-standard technical and organizational security measures to protect Customer Data, including:
• Encryption of data in transit (TLS/SSL) and at rest (AES-256 or equivalent)
• Access controls and role-based permissions
• Multi-factor authentication capabilities
• Regular security assessments and testing
• Incident response and breach notification procedures
• Employee security training
• Physical and network security controls
6.2 Security Limitations
Despite our security measures:
• No system is completely secure or impenetrable
• Unauthorized access, data breaches, or data loss may occur
• We are not liable for security incidents unless caused by our gross negligence or willful misconduct
6.3 Your Security Responsibilities
You are responsible for:
• Maintaining secure passwords and account credentials
• Configuring security settings appropriately for your use case
• Monitoring your account for suspicious activity
• Maintaining your own backups of critical Customer Data
• Your Users' security practices and compliance
6.4 Breach Notification
In the event of a data breach affecting your Customer Data, we will notify you without undue delay within 72 hours, and provide information about:
• The nature of the breach
• The likely consequences
• Measures taken or proposed to address the breach
6.5 Privacy Policy
Our collection and use of personal information is governed by our Privacy Policy, available at ellocharlie.com/privacy, which is incorporated into these Terms by reference.
7. ACCEPTABLE USE
7.1 Compliance with Laws
You agree to use the Services in compliance with all applicable laws, regulations, and these Terms.
7.2 Prohibited Activities
You may not, and may not permit Your Users or End-Users to:
Illegal or Harmful Activities:
• Violate any applicable law or regulation
• Engage in fraudulent, deceptive, or misleading practices
• Harass, threaten, stalk, or harm others
• Promote or facilitate illegal activities
• Violate export control or sanctions laws
Spam and Abuse:
• Send unsolicited commercial emails (spam) in violation of CAN-SPAM or similar laws
• Send messages without proper opt-in consent where required
• Engage in phishing or social engineering
• Use purchased, rented, or scraped email lists without proper consent
Security and System Integrity:
• Upload malware, viruses, trojan horses, or other malicious code
• Attempt to gain unauthorized access to the Services or other users' accounts
• Interfere with or disrupt the Services or servers
• Bypass security measures or authentication mechanisms
• Launch denial-of-service attacks or similar attacks
Intellectual Property:
• Infringe copyrights, trademarks, patents, or other intellectual property rights
• Impersonate any person or entity or misrepresent affiliation
• Copy, modify, reverse engineer, decompile, or disassemble the Services
• Remove or alter copyright notices or proprietary markings
Platform Abuse:
• Scrape, crawl, or spider the Services using automated means
• Resell, white-label, or redistribute the Services without authorization
• Create accounts using automated methods or false information
• Use the Services to develop competing products
Prohibited Content: You may not upload, store, transmit, or process:
• Illegal content or content promoting illegal activities
• Sexually explicit, pornographic, or adult content
• Content depicting or promoting child sexual abuse or exploitation (CSAM)
• Violent, graphic, or disturbing content
• Content promoting violence, terrorism, hatred, discrimination, harassment, threats, or harm against any individual or group
• Content that infringes intellectual property rights (pirated software, unauthorized copyrighted material, counterfeit goods)
• Fraudulent, deceptive, misleading, or scam content
• Malware, viruses, trojans, or other malicious code
• Private or confidential information of others without authorization (doxxing)
• Content that violates any person's rights of privacy or publicity
7.3 Resource Usage
You agree to use the Services in a manner that does not:
• Excessively consume server resources
• Degrade service performance for other customers
• Exceed reasonable usage patterns for your subscription level
7.4 Monitoring and Enforcement
We are not obligated to monitor but reserve the right to:
• Monitor use of the Services for compliance with these Terms
• Investigate suspected violations
• Remove content that violates these Terms
• Suspend or terminate accounts for violations
• Cooperate with law enforcement investigations
• Report illegal activities to authorities
7.5 Customer Responsibility for End-User Content
When your end-users submit content through forms, chat widgets, or other Company tools you deploy:
• You are responsible for monitoring and moderating that content
• You must promptly remove any prohibited content
• You must implement appropriate content policies for your End-users
• We reserve the right to remove content or suspend your account if prohibited content is not adequately addressed
7.6 Consequences of Violations
Violation of these Acceptable Use provisions may result in:
• Warning notices to the account holder
• Removal of prohibited content
• Temporary suspension of access
• Permanent termination of your account
• Legal action and liability for damages
8. INTEGRATIONS & THIRD-PARTY SERVICES
8.1 Third-Party Integrations
The Services may integrate with or provide access to third-party applications, services, and websites (collectively, "Third-Party Services").
8.2 No Control or Responsibility
We do not control Third-Party Services and are not responsible for:
• Availability, uptime, or performance of Third-Party Services
• Data handling practices of Third-Party Services
• Changes to Third-Party Service APIs or functionality
• Fees charged by Third-Party Services
• Security of Third-Party Services
• Content or actions of Third-Party Services
• Service discontinuation or deprecation by third parties
• Whether third-party services will remain available or unchanged
8.3 Third-Party Terms
Your use of Third-Party Services is governed by their respective terms of service and privacy policies. You are responsible for reviewing and complying with those terms.
8.4 Integration Changes
Third-Party Services may change or discontinue their APIs or access at any time. We are not responsible for maintaining integrations if a third-party makes breaking changes or discontinues access. When third-party services change or fail, we will make reasonable efforts to update our integrations, but we make no guarantees about timeline or ability to restore functionality.
8.5 Customer-Built Integrations and API Usage
If you build custom integrations or applications using our API:
• You are responsible for their functionality, security, and compliance
• They must comply with our API Usage policies (Section 9)
• We may revoke API access for violations of these Terms
• You grant us permission to reference your integration in our marketing materials unless you notify us otherwise
8.6 No Warranties for Integrations
We provide integrations with third-party services, but we don't control those services. Integrations are provided without warranty, and we disclaim all liability for issues arising from third-party services, including changes, outages, or failures.
9. INTELLECTUAL PROPERTY
9.1 Our Intellectual Property
We (and our licensors) own all rights, title, and interest in and to the Services, including:
• The platform, software, and code
• User interfaces and design
• Documentation and help materials
• Logos, trademarks, and branding
• Algorithms and methodologies
• All improvements, updates, and derivative works
These are protected by copyright, trademark, patent, and other intellectual property laws.
9.2 Your Limited License
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to:
• Access and use the Services
• Allow Your Users to access and use the Services
• Embed widgets and forms on your website or product
This license is solely for your internal business purposes and does not permit:
• Copying, modifying, or creating derivative works
• Selling, renting, leasing, or sublicensing
• Reverse engineering, decompiling, or disassembling
• Removing or altering proprietary notices
• Using our trademarks without prior written consent
• White-labeling or rebranding the Services
9.3 Customer Data and Customizations
You retain all ownership rights in:
• Your Customer Data
9.4 Feedback
If you provide suggestions, ideas, enhancement requests, or other feedback ("Feedback"):
• We may use Feedback without any obligation to you
• You grant us a perpetual, irrevocable, royalty-free license to Feedback
• You waive any claims based on our use of Feedback
9.5 Trademark Usage
You may not use our trademarks, logos, or branding without our prior written permission, except to identify that you use the Services.
9.6 DMCA and Copyright Infringement
We respect intellectual property rights. If you believe content on our Services infringes your copyright, please contact us at [email protected] with the subject line DMCA and with:
• Identification of the copyrighted work
• Identification of the infringing material
• Your contact information
• A statement of good faith belief
• A statement under penalty of perjury that the information is accurate
• Your physical or electronic signature
10. CONFIDENTIALITY
10.1 Confidential Information
Each party may disclose Confidential Information to the other. The receiving party agrees to:
• Protect Confidential Information using reasonable care (at least the same care used for its own confidential information)
• Not disclose Confidential Information to third parties without consent
• Use Confidential Information only for purposes of these Terms
• Limit access to employees or contractors with a need to know
10.2 Exceptions
Confidential Information does not include information that:
• Is or becomes publicly available through no fault of the receiving party
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Is rightfully received from a third party without restrictions
10.3 Required Disclosures
The receiving party may disclose Confidential Information if required by law, court order, or government regulation, provided it gives reasonable advance notice (if permitted) and cooperates with any effort to obtain protective orders.
10.4 Duration
Confidentiality obligations survive termination for:
• Five (5) years for general Confidential Information
• Indefinitely for trade secrets (until they cease to be trade secrets)
11. SERVICE AVAILABILITY
11.1 Service Commitment
We strive to maintain at least 99.5% uptime for the Services, excluding:
• Scheduled maintenance windows
• Emergency security updates
• Third-Party Service failures
• Events beyond our reasonable control (force majeure)
• Customer-caused downtime
Uptime is measured from our internal monitoring systems.
11.2 Scheduled Maintenance and Updates
Continuous Updates (No Service Interruption):
We regularly deploy updates, improvements, and bug fixes to the Services:
• These updates occur continuously without service interruption
• No advance notice is required for non-disruptive deployments
• The Services remain fully available during these updates
• Examples include: feature enhancements, security patches, performance improvements, bug fixes
Scheduled Maintenance (May Cause Service Interruption):
For maintenance that may impact service availability, we will provide:
• At least 48 hours' advance notice via email and status page posting
• Maintenance windows during off-peak hours when feasible
• Clear indication of which Services or features will be affected
• Updates on maintenance progress and expected completion time
• Emergency contact procedures if you need assistance during maintenance
Emergency Maintenance:
In rare cases, we may need to perform emergency maintenance without advance notice to:
• Address critical security vulnerabilities
• Prevent data loss or corruption
• Restore service functionality after unexpected outages
• Comply with urgent legal or regulatory requirements
When emergency maintenance is necessary:
• We will notify you as soon as reasonably possible
• We will minimize service disruption to the greatest extent possible
• We will provide status updates during the maintenance period
• We will post a summary of the issue and resolution afterward
Maintenance Notifications:
You can stay informed about maintenance through:
• Email notifications to account administrators
• Status page: status.ellocharlie.com
• In-app notifications (when available)
Your Responsibilities During Maintenance:
• Monitor our status page for planned maintenance schedules
• Plan critical activities around scheduled maintenance windows when possible
• Subscribe to status notifications to receive real-time updates
• Contact support at [email protected] with subject line MAINTENANCE if maintenance impacts time-sensitive operations
11.3 Status Page
We maintain a publicly accessible status page at status.ellocharlie.com showing current system status.
11.4 No Guarantee of Uninterrupted Service
Despite our efforts:
• We do not guarantee uninterrupted, timely, secure, or error-free operation
• The Services are provided "as available"
• Delays, interruptions, errors, and data loss may occur
• You should maintain independent backups of critical data
12. TERM AND TERMINATION
12.1 Term
These Terms begin when you first access the Services and continue until terminated as provided below.
12.2 Termination by You
You may terminate your subscription at any time by:
• Using the termination feature in your account settings
• Contacting our support team at [email protected] with subject line TERMINATION
Termination takes effect at the end of your current billing period. You remain responsible for all fees incurred through the end of the billing period.
12.3 Termination by Us
We may suspend or terminate your account immediately if:
• You violate these Terms or our Acceptable Use policy
• You fail to pay fees when due (after any applicable grace period)
• Your use creates security, legal, or liability risks for us or other customers
• You engage in fraudulent or illegal activity
• Required by law or legal process
• We discontinue the Services with reasonable notice
12.4 Effect on Embedded Content
You should plan for service transition before terminating to avoid disrupting your End-Users.
Upon termination BY YOU, embedded widgets continue functioning until the end of your current billing period to allow transition time.
Upon termination BY US (for cause), embedded widgets cease functioning immediately.
IMPORTANT: Before termination BY YOU, remove all embedded Ello Charlie widgets from your website/product and replace them with alternative solutions. Failure to do so will result in broken functionality for your End-Users. We are not liable for disruption to your End-Users.
12.5 Data Retrieval
Following termination, you have 30 days to export your Customer Data. During this period, you will have limited, read-only access to:
• Export Customer Data via dashboard export tools
• Access documents, reports, and files
• Request a comprehensive data export from support (fees may apply)
After 60 to 90 days, we may permanently and irreversibly delete your Customer Data from all systems.
12.6 Data Export Format
Exported data will be provided in commonly used formats such as:
• CSV (Comma-Separated Values)
We do not guarantee export of all data types or preservation of all formatting.
12.7 Post-Termination Obligations, when we Terminate
Immediate Termination:
Upon termination, your right to use the Services for business operations ends immediately. This includes:
• Creating new data or content
• Sending emails or messages
• Using active features
• All embedded widgets cease functioning
30-Day Data Retrieval Period:
You retain limited, read-only access for 30 days solely to export your Customer Data. You may not use the Services for any other business purpose during this period.
After 30 Days - Complete Termination:
• All account access and license rights terminate permanently
• You must cease all use of the Services
• You must pay all outstanding fees
12.8 Survival
The following sections survive termination:
• Payment Obligations (Section 4)
• Customer Data (regarding deletion and ownership) (Section 5)
• Intellectual Property (Section 9)
• Confidentiality (Section 10)
• Disclaimers (Section 13)
• Limitation of Liability (Section 14)
• Indemnification (Section 15)
• Governing Law and Disputes (Section 17)
13. DISCLAIMERS
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
13.1 No Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
• MERCHANTABILITY - The Services may not be fit for any particular purpose
• FITNESS FOR A PARTICULAR PURPOSE - The Services may not meet your specific needs
• NON-INFRINGEMENT - The Services may not be free from third-party claims
• TITLE - Ownership of intellectual property may be disputed
• ACCURACY - Information provided through the Services may be inaccurate
• AVAILABILITY - The Services may be unavailable or interrupted
• SECURITY - The Services may not be completely secure
• ERROR-FREE OPERATION - The Services may contain bugs or errors
13.2 No Business Results Guarantee
We do not guarantee or warrant that use of the Services will:
• Increase your sales, revenue, or profits
• Improve your customer satisfaction or retention
• Generate leads or business opportunities
• Result in any particular business outcome
• Solve all your business needs
13.3 Third-Party Services
We disclaim all warranties regarding Third-Party Services, integrations, and any content or services accessed through the Services.
13.4 Beta Features
Beta, experimental, or preview features are provided without any warranties whatsoever and may be modified or discontinued without notice.
13.5 Your Jurisdiction
Some jurisdictions do not allow exclusion of implied warranties. In such jurisdictions, the above exclusions may not apply, and you may have additional rights.
14. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
14.1 Exclusion of Consequential Damages
WE (AND OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS) SHALL NOT BE LIABLE FOR ANY:
• INDIRECT DAMAGES
• INCIDENTAL DAMAGES
• SPECIAL DAMAGES
• EXEMPLARY OR PUNITIVE DAMAGES
• CONSEQUENTIAL DAMAGES - Including but not limited to:
◦ Lost profits or revenue
◦ Loss of data or Customer Data
◦ Loss of business opportunity
◦ Loss of goodwill or reputation
◦ Business interruption
◦ Cost of substitute services
◦ Loss of customers or contracts
◦ Failure to realize expected savings
14.2 Liability Cap
OUR TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF:
• $500 (Five Hundred U.S. Dollars), OR
• The total amount you paid to us in the 12 months immediately preceding the event giving rise to liability
14.3 Basis of the Bargain
You acknowledge that we have set our prices and entered into these Terms in reliance on the limitations of liability and disclaimers set forth herein, and that the same form an essential basis of the bargain between the parties.
14.4 Exceptions
The limitations in this Section 15 do not apply to:
• Your payment obligations
• Your indemnification obligations
• Our gross negligence or willful misconduct
• Violations of intellectual property rights
• Liability that cannot be excluded or limited by law
14.5 Multiple Claims
The limitations of liability apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and apply even if:
• A party has been advised of the possibility of such damages
• A remedy fails of its essential purpose
• Multiple claims are brought
14.6 Your Jurisdiction
Some jurisdictions do not allow limitation of liability for certain types of damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.
15. INDEMNIFICATION
15.1 Your Indemnification Obligations
You agree to indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees and costs) arising from or related to:
• Your Customer Data or content you upload
• Your use or misuse of the Services
• Your breach of these Terms or violation of our Acceptable Use Policy
• Your violation of any laws or regulations
• Your violation of any third-party rights, including intellectual property rights, privacy rights, or publicity rights
• Your End-Users' use of tools you deployed (forms, widgets, chat, etc.) offered by the Services
• Claims by your End-Users regarding data collection, privacy, or misuse
• Any negligent or wrongful acts or omissions by you or Your Users in connection with your use of the Services
HOWEVER, you have NO obligation to indemnify us to the extent claims arise from:
• Defects, bugs, errors, or vulnerabilities in the Services
• Our breach of these Terms or violation of applicable law
• Our gross negligence or willful misconduct
15.2 Indemnification Process
If we seek indemnification from you:
• We will provide prompt written notice of the claim
• You will have sole control of the defense and settlement (subject to the restrictions below)
• We will cooperate reasonably in the defense at your expense
• You may not settle any claim unless the settlement:
◦ Unconditionally releases us and our affiliates from all liability
◦ Does not admit any fault, liability, or wrongdoing on our behalf
◦ Does not impose any obligations, restrictions, or costs on us
◦ Is approved by us in writing in advance of settlement
15.3 Our Right to Participate
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with us in asserting any available defenses.
16. REGULATED INDUSTRIES AND SPECIAL USE CASES
16.1 Healthcare (HIPAA)
Unless we have executed a separate Business Associate Agreement (BAA) with you:
• You may not use the Services to create, receive, maintain, or transmit Protected Health Information (PHI) as defined by HIPAA
• You may not use the Services for healthcare-related purposes subject to HIPAA
• We are not a HIPAA-covered entity or business associate
16.2 Payment Card Industry (PCI-DSS)
You may not use the Services to:
• Store, process, or transmit payment card data (credit card numbers, CVV codes, etc.)
• Collect payment information through our forms or chat widgets
• Handle transactions requiring PCI-DSS compliance
Unless explicitly authorized in writing and appropriate security measures are implemented.
16.3 Children's Data (COPPA)
The Services are not intended for use in collecting information from children under 13.
You may not:
• Deploy our forms, chat widgets or tools on websites or apps directed at children under 13
• Knowingly collect personal information from children under 13
• Use the Services to process children's data without verifiable parental consent
If you operate a general audience service that may include children:
• You must implement age-screening mechanisms
• You must obtain verifiable parental consent before collecting children's data under the age of 13
• You must provide parental notice and control mechanisms
• You remain solely responsible for COPPA compliance for any End-User data you collect
If we learn that children's data is being collected without proper consent, we may immediately suspend your account.
16.4 Financial Services
You may not use the Services for:
• Investment advice or securities trading without appropriate licenses
• Banking or money transmission services without authorization
• Activities requiring financial services regulatory compliance
Unless we have a separate written agreement addressing compliance requirements.
16.5 Highly Regulated Industries
If you operate in a highly regulated industry (healthcare, financial services, government, defense, etc.), you must:
• Consult us before using the Services to ensure suitability
• Obtain any necessary written agreements or addendums
• Implement appropriate security and compliance controls
• Accept that standard Services may not meet all regulatory requirements
16.6 Government and Defense
You may not use the Services for:
• Classified information or materials
• Export-controlled technical data
• Government contracts requiring FedRAMP or similar certifications
Unless covered by a separate written agreement.
17. GOVERNING LAW AND DISPUTES
17.1 Governing Law
These Terms and any disputes arising from or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles.
17.2 Jurisdiction and Venue
Subject to the arbitration provisions below, you agree that any legal action or proceeding shall be brought exclusively in the state or federal courts located in the State of Delaware, and you irrevocably consent to the personal jurisdiction and venue of such courts.
17.3 Informal Dispute Resolution
Before initiating any formal legal proceeding (including arbitration or litigation), you agree to first attempt to resolve any dispute informally by contacting us at support@ellocharlie with subject line INFORMAL DISPUTE. We will attempt to resolve the dispute through good faith negotiation for at least 30 days before either party may proceed with formal dispute resolution.
17.4 Arbitration Agreement
Agreement to Arbitrate
Except as provided in Sections 18.6 (Injunctive Relief) and 18.9 (Small Claims Court), you and Company agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services (collectively, "Disputes") will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, rather than in court.
Arbitration Location
The arbitration will be conducted by a single arbitrator selected in accordance with AAA rules. The arbitration shall be conducted in:
• The United States county where you reside or have your principal place of business
• Wilmington, Delaware
• New York, New York
• Any other location mutually agreed upon by the parties
The arbitration shall be conducted in English.
Arbitrator's Authority
The arbitrator may award any relief that would be available in court, including damages, injunctive relief, or declaratory relief. The arbitrator's decision shall be final and binding, and judgment may be entered upon it in any court of competent jurisdiction.
Arbitration Costs and Fees
Each party shall bear its own attorneys' fees and costs unless the arbitrator awards fees and costs to the prevailing party. The parties shall share AAA's administrative fees and the arbitrator's fees equally, unless the arbitrator allocates them differently. If you demonstrate that the costs of arbitration would be prohibitive compared to the costs of litigation, we will pay as much of the arbitration fees and costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.
Opt-Out Right
You may opt out of this arbitration agreement by providing written notice within 30 (thirty) days of first accepting these Terms. Your notice must include: - Your name - Email address - Company name (if applicable) - A clear statement that you wish to opt out of the arbitration agreement
Send your opt-out notice to: [email protected] with subject line ARBITRATION OPT-OUT. If you opt out, all other provisions of these Terms will continue to apply, but neither you nor we can require the other to arbitrate disputes.
17.5 Class Action Waiver
YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Unless both you and Company expressly agree otherwise in writing, no arbitrator or judge may consolidate more than one party's claims or otherwise preside over any form of representative, class, or consolidated proceeding.
If this class action waiver is found to be unenforceable, the entirety of the arbitration provisions in Section 18.4 shall be null and void, and disputes shall be resolved in court. However, all other provisions of these Terms shall remain in full force and effect.
17.6 Injunctive Relief
Notwithstanding the arbitration provisions above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to:
• Prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights (including copyrights, trademarks, trade secrets, and patents)
• Prevent disclosure of Confidential Information
• Enforce Acceptable Use provisions
• Address security threats or Terms violations
Such relief may be sought without first engaging in arbitration or informal dispute resolution. This provision does not waive either party's right to later pursue arbitration for damages or other relief related to the same matter.
17.7 Limitation Period
You must bring any claim arising from these Terms or the Services within one (1) year after the claim arises or you reasonably should have discovered the facts giving rise to the claim, whichever is later, or the claim is permanently barred. This limitation period applies to all types of claims, including but not limited to claims in contract, tort, fraud, or any other legal theory.
17.8 Waiver of Jury Trial
TO THE EXTENT PERMITTED BY LAW AND EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS (INCLUDING THE ARBITRATION PROVISIONS), YOU AND COMPANY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES. This waiver applies to any legal proceeding in court, including but not limited to actions seeking injunctive relief under Section 18.6.
17.9 Small Claims Court
Notwithstanding the arbitration provisions in Section 18.4, either party may bring an individual action in small claims court for disputes or claims within the scope and jurisdictional limits of that court's jurisdiction. This small claims court option does not waive either party's right to appeal a small claims court decision or remove the case to a court of general jurisdiction if permitted by law.
17.10 Severability
If any portion of Sections 18.3 through 18.9 is found to be unenforceable or unlawful for any reason:
• The unenforceable portion shall be severed from these Terms
• The remainder of Sections 18.3 through 18.9 shall be enforced to the maximum extent permitted by law
• All other provisions of these Terms shall remain in full force and effect
Exception: If the Class Action Waiver in Section 18.5 is found to be unenforceable, then the entirety of Section 18.4 (Arbitration Agreement) shall be null and void, but all other sections shall remain enforceable.
18. GENERAL PROVISIONS
18.1 Entire Agreement
These Terms, together with our Privacy Policy, any Order Forms, and any referenced policies, constitute the entire agreement between you and Company regarding the Services and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written.
18.2 Amendments
We may modify these Terms at any time by:
• Posting the updated Terms on our website
• Providing notice via email
• Displaying a notice within the Services
Changes become effective:
• Immediately for new users
• 30 days after notice for existing users (unless changes are required for legal, security, or operational reasons)
Continued use of the Services after changes become effective constitutes acceptance. If you do not agree to changes, you must stop using the Services and may terminate your account.
Any modifications, summaries, or interpretations of these Terms you create for your internal use are not binding on us. Only this official version controls.
18.3 Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable:
• That provision shall be enforced to the maximum extent possible
• The remaining provisions shall remain in full force and effect
• The parties agree to negotiate in good faith to replace the invalid provision with a valid provision that most closely matches the intent of the original
18.4 Waiver
Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative.
18.5 Assignment
You may not assign or transfer these Terms or your rights hereunder without our prior written consent. Any attempted assignment in violation of this section is void.
We may assign these Terms without restriction, including to:
• An affiliate or subsidiary
• A successor in connection with a merger, acquisition, or sale of all or substantially all assets
These Terms bind and benefit the parties and their permitted successors and assigns.
18.6 Force Majeure
Neither party shall be liable for delays or failure to perform due to events beyond its reasonable control, including:
• Acts of God (earthquakes, floods, fires, storms)
• Pandemics or epidemics
• War, terrorism, or civil unrest
• Government actions, laws, or regulations
• Labor disputes or strikes
• Internet or telecommunications failures
• Power outages
• Third-party service provider failures
• or other event outside the reasonable control of the obligated party
Performance shall be excused during the force majeure event, and the time for performance shall be extended by the duration of the event.
18.7 Notices
Legal notices to you will be sent to the email address associated with your account and are deemed received 24 hours after sending.
Legal notices to us must be sent to support@ellocharlie with subject line LEGAL NOTICE. Notices to us are deemed received when actually received.
You must keep your email address current. We are not responsible for notices sent to an outdated email address.
18.8 Export Controls
The Services and underlying technology are subject to U.S. export control laws and regulations. You agree to comply with all applicable export and import laws, including:
• U.S. Export Administration Regulations (EAR)
• International Traffic in Arms Regulations (ITAR)
• Office of Foreign Assets Control (OFAC) sanctions
You represent that you and your End-Users:
• Are not located in, under the control of, or a national or resident of any embargoed country
• Are not on any U.S. government list of prohibited or restricted parties
• Will not use the Services for any prohibited end use, including nuclear, chemical, or biological weapons proliferation
18.9 Government End Users
If you are a U.S. government entity or using the Services on behalf of the U.S. government, the Services are "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202. Use is governed solely by these Terms.
18.10 Independent Contractors
The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, agency, or franchise relationship.
18.11 Third-Party Beneficiaries
These Terms do not confer any rights or remedies upon any person other than you and Company (and our respective successors and permitted assigns).
18.12 Language
These Terms are drafted in English. Any translation is provided for convenience only. In the event of conflict between versions, the English version controls.
18.13 Interpretation
In these Terms:
• "Including" means "including but not limited to"
• Singular includes plural and vice versa
• Headings are for convenience and do not affect interpretation
• "Business days" means Monday through Friday, excluding U.S. federal holidays
18.14 Electronic Communications
You consent to receive electronic communications from us, including:
• Emails to your account email address
• Notices posted on the Services
• In-app messages or notifications
You agree that electronic communications satisfy any legal requirement that communications be in writing.
18.15 Contact Information
For questions about these Terms or the Services:
Email: support@ellocharlie with subject line TERMS
19. DEFINITIONS AND INTERPRETATION
For clarity and to avoid repetition, the definitions in Section 1 apply throughout these Terms. Additional definitions appear in context throughout these Terms.