Terms of Service

Last Updated: March 1, 2025

1. Definitions

In these Terms:

• "Elluvate", "we", "us", or "our" refers to Elluvate, a company registered in British Columbia, Canada.
• "Client", "you", or "your" refers to any individual or entity that accesses or uses our Website or Services.
• "Content" refers to all information, text, graphics, photos, designs, logos, and other materials that appear on our Website.
• "Services" refers to all consulting, implementation, and support services provided by Elluvate, including data and AI transformation services.

2. Our Services

Elluvate provides strategic AI consulting, data foundation implementation, and advanced AI solutions. The specific Services to be provided to you will be outlined in a separate agreement or statement of work.

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We will not be liable to you or any third party if we exercise this right.

3. Your Account

If you create an account on our Website, you are responsible for:

• Maintaining the confidentiality of your account information, including your password.
• All activities that occur under your account.
• Notifying us immediately of any unauthorized use of your account or any other breach of security.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders at our sole discretion.

4. Intellectual Property Rights

The Website and its original Content, features, and functionality are owned by Elluvate and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Unless otherwise indicated, you may not copy, modify, reproduce, distribute, or create derivative works based upon our Content without our express written consent.

For the intellectual property rights related to Services we provide to you, please refer to the specific terms in your service agreement with us.

5. User Content

If you submit, upload, or share any content through our Website or as part of our Services, you grant us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, store, display, reproduce, and modify such content solely for the purpose of providing our Services.

You represent and warrant that:

• You own the content or have the right to use it and grant us the rights described above.
• The content does not violate the privacy rights, publicity rights, copyright, contractual rights, or any other rights of any person or entity.

6. Data Ownership

We respect your ownership of your data. As part of our core values:

• You retain full ownership of all data, models, and intellectual property developed using our Services.
• We do not claim ownership of any data, content, or intellectual property provided by you for use with the Services.
• We will not use your data for purposes other than providing the Services to you, except as permitted by applicable law or as authorized by you.
• Upon termination of Services, we will return or delete your data as specified in your service agreement with us.

7. Confidentiality

We respect the confidentiality of information shared in the course of our business relationship. "Confidential Information" includes, but is not limited to, business plans, technical data, product plans, and any other non-public information that is either designated as confidential or that a reasonable person would understand to be confidential.

We agree to:

• Use your Confidential Information only to provide the Services.
• Protect your Confidential Information with the same degree of care that we use for our own confidential information.
• Not disclose your Confidential Information to third parties without your consent, except as required by law or as necessary to provide the Services.

8. Prohibited Uses

You agree not to use our Website or Services for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limitation, you will not:

• Use the Website in any manner that could disable, overburden, damage, or impair the site.
• Use any robot, spider, or other automatic device to access the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other harmful material.
• Attempt to gain unauthorized access to any parts of the Website.
• Use the Services to develop applications intended to harm individuals or violate their rights.

9. Termination

We may terminate or suspend your access to our Website or Services immediately, without prior notice or liability, for any reason, including breach of these Terms.

Upon termination, your right to use our Website and Services will immediately cease. The following provisions of the Terms will survive termination: Intellectual Property Rights, Data Ownership, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, and Governing Law.

10. Disclaimers

Our Website and Services are provided "as is" and "as available" without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not guarantee that our Website or Services will meet your requirements, be uninterrupted, timely, secure, or error-free.

11. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Elluvate be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to your use of, or inability to use, our Website or Services.

In no event will our total liability to you for all claims, damages, losses, and causes of action exceed the amount paid by you to us, if any, for the Services during the twelve (12) months prior to the act giving rise to the liability.

12. Indemnification

You agree to indemnify, defend, and hold harmless Elluvate and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise from or relate to:

• Your violation of these Terms.
• Your use of our Website or Services.
• Your violation of any rights of another person or entity.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts located in Vancouver, British Columbia, Canada.

14. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Website or Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use our Website or Services.

15. Contact Us

If you have any questions about these Terms, please contact us at:

Elluvate
6060 Silver Dr
Burnaby, BC V5H 2Y3
Canada
legal@elluvate.com
+1 (778) 608-0546