Master Subscription & License Agreement

By executing a Service Order that references this Master Subscription & License Agreement, Elav8 AI LLC and the customer identified in the Service Order agree to this Agreement. The Service Order, this MSLA, the Privacy Policy, Acceptable Use Policy, Service Level Agreement, and AI Services Terms are incorporated by reference.

Each Service Order sets the customer, package, fees, usage allotments, overage rates, subscription period, and other commercial terms. If a Service Order conflicts with this MSLA, the Service Order controls only for fees, usage terms, and any provider-protective terms expressly stated there.

"Authorized User" means an individual authorized by Customer to access Aether Agent. "Customer Data" means data, files, text, audio, call metadata, messages, contacts, prompts, scripts, or other materials Customer or its users submit to or process through the Service. "Service" means Aether Agent, related software, communications tooling, AI features, onboarding services, and any associated technology provided by Elav8 AI LLC.

"Applicable Laws" means all federal, state, local, and other laws, regulations, carrier rules, CTIA guidance, telemarketing rules, privacy requirements, and governmental orders that apply to Customer, Provider, the Service, or communications sent through the Service.

Elav8 AI LLC grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the subscription period to access and use the Service for Customer's internal business purposes, subject to this Agreement and the applicable Service Order.

Customer may use the Service only through accounts and interfaces provided by Elav8 AI LLC. Customer is responsible for all activity under its account, including Authorized User activity, credentials, scripts, contacts, conversations, campaign settings, and integrations.

The Service and all related software, workflows, interfaces, templates, prompts, models, analytics, documentation, designs, inventions, know-how, and technology are owned by Elav8 AI LLC and its licensors. No rights are granted except the limited access rights expressly stated in this Agreement.

Customer will not reverse engineer, copy, scrape, resell, sublicense, benchmark for competitive purposes, interfere with, overload, bypass security controls for, or attempt unauthorized access to the Service. Customer will not use the Service to develop a competing product or to violate any third-party right.

Customer will not send unlawful, deceptive, abusive, harassing, fraudulent, high-risk, or non-consensual communications. Customer may not use the Service for emergency calling, protected health information, regulated financial advice, legal advice, credit repair, debt collection, adult content, weapons, hate, political persuasion where prohibited, or other restricted uses described in the Acceptable Use Policy.

Customer will not remove proprietary notices, defeat usage controls, introduce malicious code, overload infrastructure, probe or scan the Service except as authorized in writing, use the Service to create or enrich unlawful datasets, or assist any third party in doing any of the foregoing.

Customer is not required to provide suggestions, comments, ideas, requests, improvements, workflows, prompts, templates, or other feedback. If Customer provides feedback or creates derivative ideas related to the Service, Customer grants Elav8 AI LLC a worldwide, royalty-free, transferable, sublicensable, irrevocable, perpetual license to use, modify, incorporate, commercialize, or ignore that feedback without compensation or attribution.

Customer may not create, commercialize, distribute, or provide access to derivative works based on the Service, its workflows, interfaces, prompts, configuration patterns, or technology without Elav8 AI LLC's prior written consent.

Customer may connect the Service to CRMs, lead sources, calendars, email systems, telephony providers, payment processors, webhooks, model providers, data enrichment providers, and other third-party applications. Customer authorizes Provider to exchange Customer Data with those applications as needed to provide the integration selected by Customer.

Third-party services are governed by their own terms and privacy notices. Elav8 AI LLC is not responsible for third-party applications, their APIs, availability, data handling, policy changes, outages, or decisions to suspend, reject, filter, throttle, or terminate traffic or access.

Customer must provide accurate, current, and complete account, billing, legal, sender, website, contact, and campaign information. Customer must promptly update information that becomes inaccurate or incomplete.

Customer is responsible for passwords, user access, role assignments, single sign-on settings, connected inboxes, API tokens, webhooks, and all acts and omissions of Authorized Users. Provider may suspend or terminate accounts if registration or account information is inaccurate, false, misleading, incomplete, or creates legal, carrier, billing, security, or operational risk.

Provider may require multi-factor authentication, stronger credential controls, domain verification, sender verification, or additional identity checks before enabling or continuing access to certain features.

Customer is solely responsible for the legality of every call, text, email, and other communication initiated through the Service. Customer represents that it has obtained and will maintain all required consents, including prior express written consent when required by the TCPA, TSR, CAN-SPAM, state mini-TCPA laws, calling-time rules, do-not-call rules, CTIA guidance, carrier rules, and messaging program requirements.

Customer is the sender and caller of record for communications it initiates. Customer is responsible for contact lists, lead sources, opt-in records, disclosures, opt-outs, quiet hours, scripts, message content, campaign descriptions, and honoring STOP, HELP, unsubscribe, do-not-call, and revocation requests.

Customer must provide Provider with information reasonably needed to support compliance, carrier registration, trust-and-safety reviews, abuse investigations, or legal requests. Provider may reject or require changes to traffic, campaigns, scripts, message flows, landing pages, or sender identities that appear inaccurate, unsupported, non-compliant, or likely to be rejected by carriers.

Aether Agent includes automated and artificial-intelligence systems that can draft, classify, summarize, and conduct communications. AI output may be inaccurate, incomplete, delayed, offensive, or unexpected. Customer is responsible for supervising use of AI features and for any statement, promise, representation, or omission made through Customer's configuration or use of the Service.

The AI Services Terms at https://aetheragent.app/ai-services-terms apply to all AI features and are incorporated into this Agreement. If those terms conflict with this MSLA for AI-specific matters, the AI Services Terms control for those matters.

Customer retains ownership of Customer Data. Customer grants Elav8 AI LLC a limited license to host, process, transmit, store, copy, display, analyze, and use Customer Data as necessary to provide, secure, support, improve, and document the Service; prevent abuse; comply with law; and create aggregated or de-identified analytics that do not identify Customer or any person.

Customer must not submit data it is not authorized to process. Customer must comply with the Privacy Policy at https://aetheragent.app/privacy and is responsible for giving all notices and obtaining all consents required for recording, monitoring, automated communications, AI interactions, data processing, and third-party integrations.

Customer is responsible for the accuracy, quality, legality, source, consent status, and non-infringing nature of Customer Data. Provider has no obligation to monitor or police Customer Data or Customer communications, but may review, remove, quarantine, or restrict data or traffic for compliance, security, support, abuse prevention, or legal reasons.

Provider may retain telephony records, message logs, billing records, consent records, audit trails, registration artifacts, signed agreements, and related metadata for as long as needed to provide the Service, document compliance, meet carrier or legal requirements, resolve disputes, enforce agreements, maintain security, or support business records.

If Customer is in material compliance with this Agreement, Customer may request export of Customer Data in Provider-supported formats during the subscription period and for a reasonable period after termination. Custom exports, recovery work, or historical retrieval may require additional fees.

After termination or expiration, Provider may delete, anonymize, archive, or make Customer Data inaccessible according to its retention practices unless legal, security, billing, audit, or carrier obligations require continued retention. Provider may permanently redact or delete payment card data, secrets, or other high-risk data discovered in Customer Data.

Elav8 AI LLC will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. Customer is responsible for account access, user permissions, credential security, connected systems, and promptly notifying Elav8 AI LLC of suspected unauthorized access.

Elav8 AI LLC may access Customer accounts, configuration, and Customer Data as needed for onboarding, support, security, compliance, billing, abuse prevention, or account administration. Personnel and vendors involved in that access must use the information only for those purposes.

If Elav8 AI LLC becomes aware of a confirmed security incident involving unauthorized access to Customer Data, it will notify affected Customer contacts without undue delay after reasonable investigation, subject to law-enforcement needs, remediation needs, and confidentiality. Customer must promptly notify Elav8 AI LLC of suspected credential compromise, unauthorized access, PCI data exposure, or misuse of the Service.

Customer authorizes Provider to grant limited access to Customer accounts and data to employees, contractors, advisors, subprocessors, and support personnel who need access for onboarding, configuration, administration, management, troubleshooting, compliance, billing, or security purposes and are bound by appropriate confidentiality or data protection obligations.

Customer will pay the fees, prepaid amounts, usage charges, overage rates, carrier pass-through fees, taxes, and other amounts set out in the Service Order or checkout flow. Fees are non-refundable except where required by law or expressly stated in writing.

Customer authorizes Elav8 AI LLC and its payment processor to charge the selected payment method for recurring and usage-based fees. Customer is responsible for keeping payment information current. Overdue amounts may result in suspension, collection costs, and interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Unless otherwise stated in a Service Order, recurring fees are billed in advance and usage-based fees are billed in arrears or deducted from prepaid balances. Carrier registration, vetting, number, toll-free, email, pass-through, and compliance fees may be charged when incurred or when Provider is charged by an upstream provider.

Customer must notify Provider of invoice disputes in writing within seven days after receipt and provide reasonable supporting detail. Undisputed amounts remain due on time. If Customer does not timely dispute an invoice, the invoice is deemed accurate and accepted to the maximum extent permitted by law.

Provider or its representatives may audit Customer's compliance with package limits, usage limits, Authorized User counts, number counts, campaign usage, and other fee-bearing terms during the subscription period and for one year after. Customer must cooperate with reasonable audit requests and pay any underbilled amounts identified by the audit.

The Service depends on telecommunications carriers, email providers, payment processors, cloud providers, AI model providers, APIs, customer systems, and other third-party services. Third-party outages, policy decisions, filtering, deliverability, number registration delays, campaign rejections, and model behavior are outside Provider control.

Customer may need to accept separate third-party terms for integrations or payment processing. Elav8 AI LLC is not responsible for third-party services except to the limited extent expressly stated in a Service Order.

This Agreement begins on the effective date of the Service Order and continues through the subscription period and renewals unless terminated under this Agreement. Subscription terms, renewal cadence, minimum commitments, and cancellation timing are set in the Service Order or checkout flow.

Elav8 AI LLC may suspend or limit the Service immediately if Customer violates law, carrier policy, this Agreement, or the Acceptable Use Policy; creates a security, fraud, deliverability, reputational, network, billing, or legal risk; fails to pay amounts due; or uses the Service in a way that may harm Provider, users, recipients, carriers, or third parties.

Either party may terminate for material breach if the breach is not cured within ten days after written notice. Provider may terminate for convenience with at least thirty days prior written notice unless a Service Order states otherwise. No cancellation relieves Customer of fees accrued, minimum commitments, usage charges, or liabilities incurred before termination.

Sections that by their nature should survive termination will survive, including payment obligations, confidentiality, ownership, data retention, disclaimers, indemnification, liability limits, dispute resolution, audit rights, and general provisions.

Each party may receive non-public business, technical, financial, product, customer, security, pricing, or operational information from the other party. The receiving party will use reasonable care to protect confidential information and will use it only to perform or receive the Service, enforce this Agreement, or comply with law.

Confidential information does not include information that is public without breach, already known without restriction, independently developed, or received from a third party without a duty of confidentiality.

The receiving party may disclose confidential information to employees, contractors, advisors, representatives, subprocessors, financing sources, acquirers, or auditors who need to know it and are bound by confidentiality obligations. If legally compelled to disclose confidential information, the receiving party will provide notice when legally permitted and disclose only the portion required.

Unauthorized disclosure of confidential information may cause irreparable harm. The disclosing party may seek injunctive or equitable relief without needing to prove actual damages or post a bond, in addition to any other remedies.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELAV8 AI LLC DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, DELIVERABILITY, AND RESULTS.

Elav8 AI LLC does not warrant that the Service will be uninterrupted, secure, error-free, or that any communication will connect, deliver, convert, be approved by a carrier, avoid filtering, or produce any particular business outcome.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELAV8 AI LLC AND ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, AND SUPPLIERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, LOST PROFIT, LOST REVENUE, LOST GOODWILL, LOST DATA, BUSINESS INTERRUPTION, OR SUBSTITUTE SERVICE DAMAGES.

Elav8 AI LLC's total aggregate liability arising out of or relating to this Agreement, the Service, or any Service Order will not exceed the fees Customer actually paid to Elav8 AI LLC for the Service during the twelve months immediately preceding the event giving rise to the claim.

Customer will defend, indemnify, and hold harmless Elav8 AI LLC, its affiliates, officers, directors, employees, contractors, suppliers, and agents from claims, fines, penalties, losses, liabilities, damages, costs, and expenses arising from Customer Data, Customer's communications, lead sources, consent practices, content, scripts, audience, use of the Service, violation of law, or breach of this Agreement.

Elav8 AI LLC will promptly notify Customer of a covered claim when practical. Customer may not settle a claim in a way that imposes obligations or admissions on Elav8 AI LLC without prior written consent.

Elav8 AI LLC will defend Customer against a third-party claim alleging that the Service, as provided by Elav8 AI LLC and used according to this Agreement, directly infringes that third party's United States intellectual property rights. Elav8 AI LLC has no obligation for claims arising from Customer Data, Customer instructions, unauthorized modifications, combinations with third-party services, or use outside this Agreement. If infringement is alleged, Elav8 AI LLC may procure continued use, modify or replace the Service, or suspend or terminate the affected portion with a pro-rated refund of prepaid unused fees for that portion.

The indemnified party must provide prompt notice, reasonable cooperation, and control of the defense to the indemnifying party, subject to the indemnified party retaining the right to participate at its own expense. A delay in notice relieves indemnity obligations only to the extent materially prejudiced.

The Service may be subject to export control, sanctions, and trade compliance laws of the United States and other jurisdictions. Customer represents that neither Customer nor its Authorized Users are located in, organized under the laws of, or ordinarily resident in any embargoed or sanctioned jurisdiction, and are not on any denied-party or restricted-party list.

Customer will not use the Service to export, re-export, transfer, or make available regulated technology, data, or services in violation of law. Customer accesses the Service from outside the United States at its own risk and is responsible for local-law compliance, including data protection, telecommunications, call recording, AI, employment, consumer protection, and marketing laws.

If Customer Data is sourced from, stored in, or subject to the laws of a jurisdiction requiring additional data processing terms, Customer must notify Provider before using the Service for that data. Additional terms may be required before such use is permitted.

Provider may offer trials, pilots, beta features, previews, experiments, or early-access functionality. Those features are provided for evaluation, may be limited, may change or end without notice, and may be subject to additional restrictions stated by Elav8 AI LLC.

Trial and beta features are provided as-is, without warranties, service commitments, indemnities, or credits. Provider may suspend or terminate trial access at any time. Unless otherwise stated in writing, Customer must stop using trial access when the trial period expires or when Provider requests.

Aether Agent is not an emergency calling system and must not be used as a substitute for 911, E911, emergency dispatch, alarm monitoring, medical emergency, crisis, or life-safety services unless Provider expressly offers and Customer separately purchases an emergency service feature under written terms.

Internet, VoIP, AI, carrier, power, broadband, routing, address, configuration, and third-party failures may prevent emergency calls from completing, being routed correctly, or transmitting accurate location information. Customer must inform its users and personnel of these limitations and must maintain alternative emergency calling arrangements.

Customer will defend, indemnify, and hold harmless Elav8 AI LLC, carriers, and emergency-service vendors from claims arising from use or attempted use of the Service for emergency calls, failure to configure emergency services, incorrect location information, or inability to reach emergency responders.

Elav8 AI LLC is not Customer's payment processor and does not authorize Customer to collect, store, transmit, or process payment cardholder data through call recordings, transcripts, SMS, email, notes, forms, prompts, webhooks, files, or other Service channels unless Provider has expressly agreed in writing to a PCI-supported workflow.

Customer is solely responsible for PCI DSS compliance and for preventing payment card data, bank credentials, secrets, authentication credentials, government identifiers, health information, and similarly sensitive data from being submitted to unsupported Service areas.

Provider may redact, quarantine, or permanently delete payment card data or other high-risk data discovered in the Service. Customer will indemnify Elav8 AI LLC for claims, fines, assessments, costs, or losses arising from Customer's PCI obligations or sensitive-data handling.

Customer is responsible for maintaining accurate legal business names, trade names, caller ID, CNAM, brand, campaign, opt-in, website, privacy, terms, sample message, and message-flow information for all telephony and messaging programs.

Caller name display, number reputation, spam labeling, SHAKEN/STIR analytics, carrier filtering, toll-free verification, 10DLC approval, campaign vetting, number assignment, porting, and deliverability are controlled in part or entirely by carriers, registries, analytics providers, terminating networks, device software, and recipients. Provider does not guarantee approval, delivery, display, reputation, or call completion.

Customer will indemnify Elav8 AI LLC for claims, fines, penalties, suspension, filtering, rejection, or losses arising from inaccurate sender identity, misleading caller information, invalid consent, unsupported campaign claims, or violation of carrier, CTIA, TCPA, TSR, CAN-SPAM, or similar requirements.

Provider may create, host, generate, or make available standardized landing pages, opt-in forms, compliance disclosures, terms pages, privacy pages, or related templates to support carrier, 10DLC, toll-free, email, or other registration requirements. These services are provided to help Customer present information to carriers and recipients; they are not legal advice.

Customer is responsible for reviewing, approving, maintaining, and updating all landing pages, forms, disclosures, privacy policies, terms, opt-in language, and message flows for its business, use case, lead sources, and jurisdictions. Provider does not warrant that any template will satisfy any carrier, court, regulator, recipient, or third party.

Consent captured through a Provider-hosted landing page applies only to individuals who actually submit that page and only to the disclosed program. It does not validate Customer-sourced leads, purchased lists, imported contacts, CRM records, historical contacts, referrals, or any other lead source. Customer remains solely responsible for all contacts and consent evidence.

Unless Customer opts out in writing, Elav8 AI LLC may identify Customer as a customer and use Customer's name and logo in customer lists, websites, decks, and marketing materials, subject to Customer's reasonable trademark guidelines provided in writing.

Customer may not use Elav8 AI LLC's names, marks, logos, screenshots, or product references in a way that implies endorsement, partnership, resale rights, or certification without prior written approval, except that Customer may accurately state it is a customer of Aether Agent.

This Agreement and each Service Order are governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute that cannot be resolved through good-faith negotiation will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be seated in Sarasota County, Florida, conducted in English before one arbitrator. Each party waives class, collective, consolidated, and representative proceedings to the maximum extent permitted by law.

Either party may seek injunctive or equitable relief in court to protect intellectual property, confidential information, data security, or unauthorized access, and either party may bring an individual claim in small-claims court if the claim qualifies.

This Agreement, the Service Order, and incorporated pages are the entire agreement between Customer and Elav8 AI LLC for the Service and supersede prior or contemporaneous understandings. If any provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the rest remains effective.

Customer may not assign this Agreement without Elav8 AI LLC's prior written consent. Elav8 AI LLC may assign it to an affiliate or in connection with a merger, acquisition, financing, reorganization, or sale of assets. Notices to Elav8 AI LLC must be sent to legal@aetheragent.app; billing notices may be sent to billing@aetheragent.app.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. There are no third-party beneficiaries except as expressly stated for indemnified parties.

Headings are for reference only. Words like "including" mean "including without limitation." No waiver is effective unless in writing. Remedies are cumulative unless this Agreement expressly states otherwise. Force majeure events excuse delayed performance, other than payment obligations, while the affected party uses commercially reasonable efforts to resume performance.

This Agreement may be accepted electronically. Electronic signatures, click-through acceptance, checkbox acceptance, continued use after notice, and signed Service Orders are valid and admissible to the same extent as handwritten signatures.

Elav8 AI LLC may update this MSLA from time to time by posting an updated version and, for material changes, providing reasonable notice when feasible by email, in-app notice, checkout notice, or other reasonable means. Updated terms are effective on the stated effective date or, if no date is stated, when posted.

Customer accepts updated terms by signing a new Service Order, clicking acceptance, continuing to access or use the Service after the effective date, or failing to object and stop using the Service after notice. If Customer does not agree to an update, Customer must stop using the Service and notify Provider before the effective date.

Provider may make changes without advance notice where needed for legal, security, safety, abuse-prevention, carrier, technical, or exigent operational reasons.