Terms of Service

The Ellis Project LLC | 3li Voice Infrastructure Platform

Effective Date: June 8, 2026

Microsoft Azure Marketplace  Transactable Offer

Recommended URL: yourdomain.com/terms

Contact: partnership@ascent-ma.com

This Software License Agreement ("Agreement") constitutes a legally binding contract between The Ellis Project LLC, a New Jersey limited liability company ("Company", "we", "us", or "our"), and the business entity or individual ("Customer" or "you") that purchases, deploys, or uses 3li through the Microsoft Azure Marketplace.

1. Standard Contract Incorporation

This Agreement incorporates and builds directly upon the Microsoft Azure Marketplace Standard Contract. In accordance with Microsoft Marketplace rules, these terms supplement the Standard Contract to define product-specific architecture, deployment conditions, and dependencies. In the event of a conflict between these terms and the Microsoft Standard Contract, these terms shall control with respect to the subject matter addressed herein.

2. License Grant and Software Scope

Subject to consistent fulfillment of payment obligations through the Microsoft Azure Marketplace, The Ellis Project LLC grants the Customer a non-exclusive, non-transferable, terminable license to execute the 3li containerized software within their designated Azure subscription solely for internal business operations during the subscription term.

The Customer shall not: reverse-engineer, decompile, or disassemble the core container images of 3li; attempt to bypass the automated license heartbeat verification mechanism; sublicense, resell, or distribute 3li to third parties without prior written authorization; remove or alter proprietary notices; or use 3li to build a competing product or service.

3. Intellectual Property Ownership

Company IP

The Ellis Project LLC retains sole and exclusive ownership of all intellectual property in and to 3li, including the proprietary AI orchestration engine, voice processing algorithms, system architecture, call flow logic, session management code, anti-reconnaissance systems, heartbeat license verification system, the 3li and Eli brand identities, all software code whether compiled or uncompiled, and all diagnostic metadata generated by the platform. No rights in Company IP are transferred to Customer except the limited license granted in Section 2.

Customer Data Ownership

Customer retains all ownership rights in Customer Data. Because 3li operates within Customer's Azure tenant, Customer Data including call recordings and transcripts remains within Customer's infrastructure. The Ellis Project LLC does not access, store, or process Customer call content except when explicitly provided by Customer for support purposes.

4. Financial Terms and Infrastructure Costs

Marketplace Billing

All licensing and subscription fees for the 3li platform are billed and collected directly by Microsoft Azure Marketplace. The Ellis Project LLC receives payment from Microsoft subject to Marketplace publisher terms.

Underlying Consumption Fees

The Customer assumes sole financial responsibility for all consumption fees, compute metrics, and API charges generated by the underlying Azure dependencies including Azure Container Apps, Azure Communication Services, and Azure AI Voice Live. These resource fees are billed directly to the Customer by Microsoft and are separate from 3li platform licensing fees.

5. Deployment and Support

Deployment Timeline

Infrastructure provisioning takes 48 hours after three prerequisites are confirmed: verified Azure subscription access, required service quotas, and active ACS phone number assignment. A realistic end-to-end timeline from contract signing through discovery, IT preparation, and live testing is 1 to 2 weeks depending on Customer readiness. The 48-hour window begins after all prerequisites are confirmed, not from the date of Marketplace purchase.

Support

Technical support is provided directly by The Ellis Project LLC via partnership@ascent-ma.com. Microsoft does not provide technical support for this application. Standard inquiries receive a response within one business day. Critical production outages affecting live call handling receive same-day escalation.

6. Tenant Isolation and Security Responsibility

The Ellis Project LLC maintains application-level security controls within the 3li platform. However, The Ellis Project LLC is not liable for: data breaches or security incidents resulting from misconfigurations within Customer's own Azure subscription; security incidents caused by Microsoft's Azure infrastructure; Customer's failure to maintain appropriate Azure access controls, network security groups, or firewall rules; or Customer's failure to maintain confidentiality of Azure credentials and managed identity configurations.

Each party is responsible for implementing and maintaining security controls appropriate to their respective environment.

7. Acceptable Use and Regulatory Compliance

Customer agrees to use 3li only for lawful purposes and in compliance with all applicable laws including the Telephone Consumer Protection Act (TCPA), Fair Debt Collection Practices Act (FDCPA), Health Insurance Portability and Accountability Act (HIPAA), and Gramm-Leach-Bliley Act (GLBA) as applicable. Customer is solely responsible for determining whether 3li is appropriate for their regulated industry use case and for implementing all required compliance measures.

Healthcare customers must execute a Business Associate Agreement with The Ellis Project LLC prior to processing Protected Health Information. Contact partnership@ascent-ma.com to initiate BAA execution.

8. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 3LI IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THE ELLIS PROJECT LLC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE ELLIS PROJECT LLC DOES NOT WARRANT COMPLIANCE WITH ANY SPECIFIC REGULATORY FRAMEWORK ON CUSTOMER'S BEHALF.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE ELLIS PROJECT LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION.

THE ELLIS PROJECT LLC'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER THROUGH THE MICROSOFT AZURE MARKETPLACE DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

Customer agrees to indemnify, defend, and hold harmless The Ellis Project LLC and its members, officers, employees, and agents from any claims, liabilities, damages, losses, costs, and expenses arising out of: Customer's use of 3li in violation of this Agreement; Customer's violation of any applicable law or regulation; any claims by Customer's end users or callers; or Customer's failure to obtain required consents for recording or processing calls.

11. License Verification

3li includes an encrypted license verification mechanism that periodically confirms Customer's active subscription status. This verification transmits only an encrypted tenant identifier and contains zero call content, Customer Data, or personally identifiable information. Customers may not block or circumvent this verification mechanism. If verification cannot be confirmed due to subscription cancellation or non-payment, 3li will cease operation.

12. Term and Termination

This Agreement begins on deployment and continues for the subscription term, renewing automatically unless cancelled. Either party may terminate upon material breach with thirty days written notice to cure. Upon termination, Customer's license immediately terminates and Customer must cease all use of 3li. Sections 3, 8, 9, 10, and 13 survive termination.

13. Governing Law

This Agreement shall be governed by the laws of the State of New Jersey without regard to conflict of law principles. Disputes shall first be subject to thirty days of good-faith negotiation, then binding arbitration administered by the American Arbitration Association in Bergen County, New Jersey. Either party may seek injunctive relief in any court of competent jurisdiction.

14. Contact Information

The Ellis Project LLC

Hackensack, New Jersey, United States

Email: partnership@ascent-ma.com

Subject line: Legal 3li Terms