Ella Fair Use Policy

Rella, Inc.

Ella Fair Use Policy

This Ella Fair Use Policy (“Fair Use Policy”) applies to all use of Ella, including all requests, prompts, messages, generations, tasks, workflow runs, API or MCP calls, and other consumption of Ella or its underlying computing resources, whether made directly through the Platform, through the Messaging Channels, or through Automated Use (collectively, “Usage”). This Fair Use Policy applies to Usage under any Rella subscription plan that is described, in any pricing page, order form, marketing material, or other communication, as including “unlimited” Ella usage, with or without an asterisk or other qualifier, including the Premium Plus plan (each, an “Unlimited Plan”). This Fair Use Policy is part of, and is incorporated by reference into, the Rella, Inc. Terms of Service (the “Terms”). By using Ella, you agree to this Fair Use Policy on behalf of yourself and the Account. Capitalized terms used but not defined in this Fair Use Policy have the meanings given in the Terms.

1. “Unlimited”. Where Rella describes Ella usage on a plan as “unlimited,” including on our pricing page, that description means that Rella does not impose a fixed cap on the number of Ella requests made through normal, permitted use. “Unlimited” does not mean that Ella may be used without limit for any purpose, in any manner, or at any volume. All Unlimited Plans are subject to this Fair Use Policy. If this Fair Use Policy conflicts with any marketing materials, this Fair Use Policy controls. If this Fair Use Policy conflicts with the Terms, the Terms control, except that this Fair Use Policy governs all usage limits applicable to Unlimited Plans.

2. Normal Use. “Normal Use” means Usage that is consistent with a single human seat holder (a “seat” being a paid User subscription on an Account assigned to a single, named individual) actively managing the Account’s own social media accounts, profiles, and pages connected to the Platform, together with the related workspaces within the Platform (“Social Spaces”), in the ordinary course of business, and that is comparable to the Usage of typical Rella customers on the same plan. Usage that is initiated, triggered, or submitted by a script, bot, scheduled job, agent, integration, or other automated means, rather than in real time by a User (“Automated Use”), is part of Normal Use only when it supports the Account’s own Social Spaces, operates solely through Rella’s built-in workflows, Rella’s application programming interface (“API”), or Rella’s Model Context Protocol server (“MCP”), in each case as made available and authorized by Rella, and remains within the volume and pattern expected of Normal Use.

3. Excessive Use. “Excessive Use” means Usage that, while not Prohibited Use, materially exceeds Normal Use for comparable customers on the same plan in volume, frequency, or computing or cost intensity, or that degrades the performance or availability of the Platform for other customers. Indicators of Excessive Use include, without limitation: (a) sustained Usage far above that of comparable customers on the same plan; (b) continuous or around-the-clock activity, activity at steady or regular intervals, or activity without typical pauses, in each case inconsistent with human direction; (c) Usage disproportionate to the number of paid seats on the Account or the number of connected Social Spaces; and (d) unusually compute-intensive requests, or large volumes of identical or near-identical requests, repeated at volume. Rella determines whether Usage constitutes Excessive Use in its reasonable discretion by reference to aggregate Usage across comparable customers. Rella’s thresholds are internal, may change from time to time without notice, and are not disclosed in order to prevent manipulation or circumvention. High Usage alone is not Prohibited Use, but Excessive Use may be limited as described in Section 6.

4. Prohibited Use. “Prohibited Use” means any of the following, and you may not, and may not permit any User or other person to: (a) share a seat, login credentials, or Account access among multiple individuals, or allow anyone other than the individual assigned to a paid seat to use that seat; (b) resell, sublicense, rent, or otherwise commercially provide Ella, its outputs, or its capabilities to any third party, including by offering Ella-powered services to others; (c) access or use Ella through bots, scripts, scrapers, crawlers, or other automated means, other than Automated Use through Rella-provided tools and authorized API or MCP access; (d) use Ella or its outputs to build, train, fine-tune, or benchmark any competing product or artificial intelligence model, or extract prompts, system instructions, or model outputs at scale; (e) use Ella to manage Social Spaces or generate content for any organization, brand, or client that is not part of, or managed within, the Account; (f) use the Platform or Ella for purposes clearly outside social media planning, content creation, publishing, collaboration, or related social media work; (g) circumvent, disable, or attempt to evade any pacing, throttle, rate limit, usage limit, detection mechanism, or other technical restriction; (h) use Ella or the Messaging Channels to send spam or bulk unsolicited messages, or in violation of the Telephone Consumer Protection Act, the CAN-SPAM Act, other applicable messaging laws, or the terms of any social network or third-party platform; (i) use Ella to generate or distribute unlawful, infringing, defamatory, deceptive, or harmful content; or (j) use Ella in any manner that violates the Terms, interferes with or degrades the Platform for other Users, or constitutes an attack on, or abuse of, the Services. Prohibited Use is a violation of this Fair Use Policy and the Terms regardless of the volume of Usage involved.

5. Usage Monitoring and Review. Rella monitors Usage across the Platform to protect service quality and availability for all Users and may review any Account as determined by Rella in its reasonable discretion. Rella may also review an Account where Usage patterns suggest activity that is not human-directed or that otherwise indicates Excessive Use or Prohibited Use.

6. Enforcement. Rella may, in its sole discretion and without liability to you or any User, take one or more of the following actions in response to Excessive Use or Prohibited Use: pace or throttle Usage; queue or delay requests; impose caps on Usage; restrict or disable particular features, Automated Use, or Messaging Channels; require the Account to upgrade its plan or enter into an enterprise or custom usage allowance; or suspend or terminate access to Ella, the Platform, or the Account. For Excessive Use, Rella will generally follow the graduated approach below: (a) In-Product Pacing. Rella may apply a temporary throttle or pacing limit to Ella, and will display a notice in the product when pacing is in effect; (b) Notice and Opportunity to Adjust. If Excessive Use continues, Rella will contact the Account’s organization administrator and provide fourteen (14) days to reduce Usage to Normal Use or to upgrade its plan or to agree to an enterprise or custom usage allowance; (c) Restriction, Suspension, or Termination. If Excessive Use continues after that period, or recurs, Rella may restrict, suspend, or terminate access to Ella and, if necessary, the Platform or the Account; and (d) Immediate Action. Notwithstanding the foregoing, Rella may take any action described in this Section 6 immediately and without prior notice in response to Prohibited Use, or where Rella determines that action is needed to protect the Platform, the Services, other customers, or third parties, or to comply with applicable law or the terms of any social network or third-party platform. The graduated approach in Sections 6(a) through 6(c) is a business practice and does not limit Rella’s rights under Section 6(d) or the Terms. Rella intends to apply this Fair Use Policy consistently to similarly situated customers. However, any failure or delay by Rella in enforcing this Fair Use Policy is not a waiver of its right to enforce it later or against any other Account. If you believe a restriction was applied in error, your administrator may appeal by emailing contact@getrella.com with the subject line “Fair Use Appeal” and a description of the Account’s use. Rella will review appeals in good faith and respond within a commercially reasonable time. An appeal does not suspend any enforcement action, which may remain in place while the appeal is pending.

7. Account Responsibility. The Account is responsible for all Usage by its Users, all Usage made with its credentials, API keys, or MCP connections, and all Usage through its linked Messaging Channels and Social Spaces, whether or not authorized by the Account, and for ensuring that its Users comply with this Fair Use Policy.

8. Enterprise and Custom Arrangements. Accounts with sustained heavy Usage that is not Prohibited Use may be offered an enterprise plan or a custom usage allowance on terms agreed in writing. Nothing in this Fair Use Policy obligates Rella to offer, or an Account to accept, any such arrangement.

9. Effect on Fees; No Liability. Any action taken under this Fair Use Policy does not entitle you to any refund, credit, or reduction of fees, except as required by applicable law, and does not relieve you of any payment obligations under the Terms. Rella will have no liability to you, any User, or any third party for any action taken under this Fair Use Policy, including any loss of access, data, or work product.

10. Changes to this Fair Use Policy. Rella may update this Fair Use Policy from time to time in accordance with Section 13 of the Terms, either by posting the updated Fair Use Policy with a revised “Last Updated” date or by providing advance notice by email, through the Platform, or by another reasonable method. Your continued use of Ella after the applicable effective date constitutes acceptance of the updated Fair Use Policy.

11. Contact. Rella, Inc., 20200 West Dixie Highway, Suite 902 #1076, Aventura, FL 33180. Email: contact@getrella.com