Last updated: August 20, 2026
These Terms of Service ("Terms") apply to your use of all services operated by Ella Software, LLC ("Ella," "we," "us," or "our"), including our marketing website at ella.kids, our platform at ellakids.app, and any other domains or services we operate (collectively, the "Services").
PLEASE READ SECTION 12 CAREFULLY. IT CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT IN COURT OR PARTICIPATE IN A CLASS ACTION. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS AS DESCRIBED IN SECTION 12.8.
By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services. You must be at least 18 years old to create an account.
Questions? Email us at hello@ella.kids.
Ella Software, LLC is a Delaware limited liability company with its principal place of business in Purcellville, Virginia.
Ella is an AI-powered platform that helps professionals and caregivers create visual supports for children and students. Our users include special education teachers, therapists, school staff, parents, and guardians. The Services are designed exclusively for adult use.
If you access the Services under a written agreement between Ella and a school, district, agency, or other organization (an "Institutional Agreement" — including any data privacy agreement, student data privacy addendum, master services agreement, purchase order terms, or Student Data Privacy Consortium agreement), that Institutional Agreement governs your use of the Services to the extent it conflicts with these Terms.
Section 12 (Dispute Resolution; Arbitration; Class Action Waiver) does not apply to any school, district, government entity, or other organization that has entered into an Institutional Agreement with Ella, or to any dispute arising under such an Institutional Agreement. Disputes involving Institutional Agreements are governed by the dispute resolution terms of that agreement, or if none, by Section 13.
Individual users who access the Services through an organization's account remain subject to these Terms, including Section 12, with respect to their individual use.
You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to provide accurate information when registering and to keep it current. If you become aware of any unauthorized use of your account, notify us promptly at hello@ella.kids.
We reserve the right to suspend or terminate accounts that violate these Terms, at our sole discretion.
You agree to use the Services only for their intended purpose — creating visual supports for children and students in professional, educational, or caregiving contexts.
You agree not to:
Your representations regarding third-party information
You represent and warrant that, for any information you submit about another person — including a child's first name or initial, age, gender, or physical description — you have all authority, consent, and authorization necessary to submit that information to Ella and to permit Ella to process it as described in our Privacy Policy and AI Policy.
If you are acting on behalf of a school, district, or agency, you represent that you are authorized to do so and that your submission of such information complies with your institution's policies and applicable law, including FERPA and applicable state student privacy laws.
Ella reserves the right to remove content or suspend access if we determine, in our reasonable judgment, that these standards have been violated.
Your ownership
You retain ownership of the content you create using the Services, including the descriptions, configurations, and context you provide. You grant Ella a limited, non-exclusive license to store, process, transmit, and display your content solely to provide, maintain, secure, and support the Services for you. We do not claim ownership of your content and do not use it to train AI models.
AI-generated output
Visual supports generated by Ella are produced using AI models based on your inputs. Copyright law as it applies to AI-generated content continues to evolve. Ella grants you a broad, perpetual, worldwide license to use, download, print, modify, and share any content generated through your use of the Services for your intended purpose — supporting a child in a professional, educational, or caregiving context. We make no warranty regarding the copyright status of AI-generated output under applicable law.
Your responsibility
You are responsible for reviewing all generated content before use. Ella does not make clinical, therapeutic, or educational decisions. All output is a tool to support the judgment of the professional or caregiver using it. The Services are not a substitute for professional evaluation, clinical judgment, or an individualized education program.
Feature access and plan tiers
Access to features within the platform — including content generation, export, and other paid-tier features — may be subject to the plan tier associated with your account.
These access limitations apply only to in-product features. They do not affect your statutory rights to access, obtain a copy of, or request deletion of your personal information, as described in our Privacy Policy, or any data return or deletion obligations under an applicable Institutional Agreement.
Plans and payment
Access to certain features requires a paid subscription. By subscribing, you authorize us to charge your payment method on a recurring basis at the rate corresponding to your selected plan. All fees are stated in US dollars and are exclusive of applicable taxes, which are your responsibility. Payments are processed by our third-party payment provider; Ella does not store full payment card numbers.
Renewals and cancellation
Subscriptions renew automatically at the end of each billing period at the then-current rate unless cancelled before the renewal date. We will send a renewal reminder to your account email 7 days before each renewal date, stating the renewal date and the amount that will be charged.
You may cancel at any time by signing in to ellakids.app and selecting Account, by signing in to your billing portal or by emailing hello@ella.kids from the address associated with your account.
Refunds
We do not offer refunds for partial billing periods or unused credits, except where required by applicable law. If you believe a charge was made in error, contact us at hello@ella.kids within 30 days of the charge.
Failed payments
If a payment fails, we may suspend access to paid features until payment is resolved. You remain responsible for any amounts accrued prior to suspension.
Changes to pricing
We may change subscription pricing with at least 30 days' notice. Continued use of the Services after a price change takes effect constitutes acceptance of the new pricing.
All intellectual property in the Services — including the platform, software, design, trademarks, and content we produce — is owned by Ella Software, LLC or its licensors. These Terms do not transfer any ownership or intellectual property rights to you beyond the limited access rights described herein.
You are not permitted to use Ella's name, logo, or trademarks without our prior written consent.
Feedback
If you send us suggestions, feature requests, or other feedback about the Services, you grant Ella a perpetual, irrevocable, royalty-free license to use that feedback without restriction or obligation to you. Feedback is not confidential.
The Services may contain links to third-party websites or integrate with third-party services. We are not responsible for the content, privacy practices, or terms of any third party. Use of third-party services is at your own risk and subject to their own terms.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELLA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS.
AI-GENERATED CONTENT IS NOT GUARANTEED TO BE ACCURATE, APPROPRIATE, OR SUITABLE FOR ANY SPECIFIC CHILD OR SITUATION. USERS ARE SOLELY RESPONSIBLE FOR REVIEWING AND APPLYING THEIR PROFESSIONAL OR CAREGIVING JUDGMENT BEFORE USING ANY GENERATED MATERIAL.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.
Institutional Agreements. The limitations in this Section 10 do not apply to (a) Ella's obligations to defend and indemnify under an applicable Institutional Agreement, or (b) damages arising from Ella's breach of its confidentiality or data security obligations with respect to student data, where a separate limitation is specified in an applicable Institutional Agreement. In such cases, the limitation set forth in that agreement controls.
To the maximum extent permitted by law, Ella's total aggregate liability to you for all claims arising from or related to these Terms or your use of the Services will not exceed the greater of (a) the amount you paid to Ella in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred US dollars (US $100).
IN NO EVENT WILL ELLA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
These limitations apply regardless of the theory of liability and even if a limited remedy is found to have failed of its essential purpose. Some jurisdictions do not allow certain liability exclusions or limitations, so the above may not apply to you in full.
Nothing in this section limits liability that cannot be limited under applicable law, including liability for fraud, willful misconduct, or gross negligence.
You agree to indemnify, defend, and hold harmless Ella Software, LLC and its officers, members, employees, contractors, and agents from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
Ella will provide you with prompt written notice of any claim for which it seeks indemnification. You may assume control of the defense of the claim with counsel reasonably acceptable to Ella, provided that you may not settle any claim in a manner that imposes any non-monetary obligation, admission of liability, or unreimbursed payment on Ella without Ella's prior written consent. Ella may participate in the defense at its own expense with counsel of its choosing. If you fail to promptly assume the defense, or if the claim seeks injunctive or other equitable relief against Ella, involves a criminal allegation, or Ella reasonably determines that a conflict of interest exists between you and Ella, Ella may assume control of the defense and settlement of the claim, in which case you agree to cooperate and remain responsible for the reasonable costs and attorneys' fees of that defense. Ella's failure to provide prompt notice relieves you of your obligations only to the extent you are materially prejudiced by the delay.
This section does not apply to schools, districts, or government entities to the extent indemnification is prohibited by applicable law or the terms of an Institutional Agreement.
For individual consumer users who are not acting on behalf of an organization, this Section 11 applies only to claims arising from your intentional misconduct, your violation of law, or your submission of information about a third party without required authorization.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.
This Section 12 does not apply to schools, districts, government entities, or other organizations with an Institutional Agreement, as described in Section 2.
12.1 Informal resolution first
Before initiating arbitration or any legal proceeding, you agree to first send a written Notice of Dispute to hello@ella.kids with the subject line "Notice of Dispute." The notice must include your name, the email address associated with your account, a description of the dispute, and the relief you are seeking.
Ella will send any Notice of Dispute to the email address associated with your account. The parties agree to attempt in good faith to resolve the dispute informally for sixty (60) days from receipt of the notice. Neither party may commence arbitration or litigation until that period has passed. This requirement is a condition precedent, and the applicable statute of limitations is tolled during this period.
12.2 Small claims exception
Either party may bring an individual claim in small claims court in Loudoun County, Virginia, or in the county of your residence, provided the claim qualifies and remains in that court on an individual (non-class, non-representative) basis.
12.3 Agreement to arbitrate
Except as provided in Sections 12.2 and 12.4, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services — including questions of formation, validity, enforceability, scope, or arbitrability — will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, as modified by this Section.
The arbitration will be conducted by a single arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this Section.
Arbitration will be conducted by written submission or videoconference unless the arbitrator determines an in-person hearing is necessary. Any in-person hearing will take place in Loudoun County, Virginia, or, at your election, in the county of your residence.
The arbitrator may award any relief available in an individual action in court, including statutory damages and attorneys' fees where authorized by law. The arbitrator's award is final and binding, and judgment may be entered in any court of competent jurisdiction.
12.4 Exceptions to arbitration
Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property rights or unauthorized access to the Services. Seeking such relief does not waive either party's right to arbitrate other claims.
12.5 Class action waiver
YOU AND ELLA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
The arbitrator may not consolidate more than one person's claims or preside over any form of class or representative proceeding, except as expressly provided in Section 12.6.
This Section 12.5 is not severable from the agreement to arbitrate. If this class action waiver is found unenforceable as to a particular claim or request for relief, then that claim or request — and only that claim or request — must be severed from the arbitration and brought in a court of competent jurisdiction under Section 13. All other claims will continue to be resolved in arbitration under this Section 12.
To the extent a court determines that a claim for public injunctive relief cannot be waived and must proceed in court, that claim will be stayed pending completion of arbitration of all arbitrable claims.
12.6 Batch arbitration
If 50 or more claimants submit demands for arbitration raising substantially similar claims and are represented by the same or coordinated counsel, the parties agree the demands will be administered in batches of no more than 50 claimants each.
Each batch will be treated as a single consolidated arbitration with one arbitrator, one set of filing fees, and one hearing (if any). Batches will proceed sequentially. The parties will first arbitrate an initial batch of no more than ten (10) claims selected by the parties (five each) as bellwether proceedings. Following resolution of the bellwether proceedings, the parties will engage in a single global mediation session for all remaining claims before further batches proceed. All applicable limitations periods are tolled for unfiled and unbatched claims during this process. AAA will designate the composition of each batch. The parties agree to cooperate in good faith with AAA to implement this process efficiently and to reduce costs.
Neither party's participation in batch arbitration waives any right or defense. This provision is intended to be enforced by a court if AAA declines to administer batching, in which case the parties will jointly select an alternative administrator that will.
12.7 Arbitration fees
Ella will pay all AAA filing, administrative, and arbitrator fees for any individual arbitration you initiate, except that you are responsible for the portion of the initial filing fee equal to what you would pay to file in a Virginia state court of competent jurisdiction (or the AAA consumer filing fee, whichever is less).
If the arbitrator determines your claim was frivolous or brought for an improper purpose, the arbitrator may reallocate fees as permitted under the AAA rules.
Each party bears its own attorneys' fees unless a statute or the arbitrator's award provides otherwise.
12.8 Your right to opt out
You may opt out of this Section 12 (Arbitration and Class Action Waiver) within thirty (30) days of first accepting these Terms.
To opt out, email hello@ella.kids with the subject line "Arbitration Opt-Out" and include your name and the email address associated with your account. Opting out will not affect your account, your pricing, or your access to the Services in any way.
If you opt out, disputes will be resolved in court under Section 13. All other provisions of these Terms remain in effect.
12.9 Survival and severability
This Section 12 survives termination of these Terms and your account. Severability of Section 12.5 is governed exclusively by Section 12.5. If any other portion of this Section 12 is found unenforceable, that portion will be severed and the remainder enforced.
12.10 Changes to this Section
If Ella materially amends this Section 12 after you accept these Terms, the amendment will not apply to any dispute for which you provided a Notice of Dispute before the amendment took effect. Any material amendment will include a renewed 30-day opt-out right, exercised as described in Section 12.8.
These Terms are governed by the laws of the Commonwealth of Virginia, without regard to its conflict of law principles, except that the Federal Arbitration Act governs Section 12.
For any dispute not subject to arbitration — including disputes involving an Institutional Agreement, disputes where you have opted out under Section 12.8, and claims severed under Section 12.5 — the parties consent to the exclusive jurisdiction of the state and federal courts located in Loudoun County, Virginia, and the Eastern District of Virginia, and waive any objection to venue or inconvenient forum.
If you are a public school, district, or other government entity and applicable law requires that contracts to which you are a party be governed by the law of your state or venued in a particular forum, this Section 13 does not apply to you, and governing law and venue will be as required by that law or as set forth in your Institutional Agreement.
These Terms remain in effect while you use the Services. We may suspend or terminate your access at any time for any violation of these Terms. You may stop using the Services and request deletion of your account at any time by emailing hello@ella.kids.
Upon termination, your right to access the Services ends immediately. Deletion and data return are governed by our Privacy Policy and any applicable Institutional Agreement.
Survival. Sections 5 (Content You Create — ownership and license provisions), 6 (Subscriptions and Billing — with respect to amounts accrued prior to termination), 7 (Intellectual Property), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 12 (Dispute Resolution), 13 (Governing Law and Venue), and 15 (General) survive termination.
Entire agreement. These Terms, together with our Privacy Policy and AI Policy, and any applicable Institutional Agreement, constitute the entire agreement between you and Ella regarding the Services and supersede all prior agreements and understandings.
Updates. We may update these Terms from time to time. We will notify you of material changes by email or by posting a notice on our website at least 30 days before the changes take effect. Continued use of the Services after that date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Services and may cancel your subscription.
Force majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, epidemics, power or internet failures, or failures of third-party service providers.
Severability. If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary or severed, and the remaining provisions will continue in full force and effect.
No waiver. Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in the future.
Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. Ella may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or to an affiliate.
Relationship. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Ella.
Notices. We may provide notices to you by email to the address associated with your account or by posting on the Services. You may provide notice to Ella at hello@ella.kids or by mail to the address in Section 16.
Export and sanctions compliance. You represent that you are not located in, or a resident of, any country subject to U.S. embargo, and that you are not on any U.S. government restricted-party list.
Headings. Section headings are for convenience only and do not affect interpretation.
Ella Software, LLC
