Elicit Labs Terms of Use

1) Changes to these Terms and to the Elicit Solution

Except where prohibited by law, we may update these Terms at any time. We'll post the updated Terms and update the "Last updated" date. Your continued use of the Elicit Labs Solution after changes become effective constitutes acceptance. We may change, suspend, or discontinue any part of the Elicit Labs Solution at any time, including for maintenance, security, delinquent payment, legal/regulatory reasons, or suspected violation of these Terms.

2) Accounts

To access our solution, you must create an account and select login credentials ("User ID"). You agree to:

• provide true, accurate, current, and complete information;
• maintain the security of your User ID and not share it;
• be responsible for all activities under your User ID.

We may disable any User ID in our discretion.

3) Definitions; User Content & Data Use

3.1 Definitions

• User Content: any data, text, files, prompts, embeddings, documents, images, audio, video, metadata, labels, feedback, ratings, annotations, parameters, or other materials you (or your end users) submit to or through the Elicit Solution (including via the API or SDK).
• Customer Data: User Content and any information submitted by or for you to the Elicit Solution, including account and usage data.
• Output: content generated by the Elicit Solution in response to User Content.
• Personal Data: information relating to an identified or identifiable individual, as defined by applicable law.

3.2 Your License to Us (Training & Improvement)

You grant Elicit Labs a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to access, use, host, copy, process, store, transmit, analyze, modify, create derivative works from, and otherwise exploit User Content, Output, and usage signals:

• to provide and operate the Elicit Solution;
• to maintain, test, secure, and improve the Elicit Solution and our other models, systems, reward functions, classifiers, safety systems, and services; and
• to train, finetune, evaluate, and benchmark models (including sharing de-identified or aggregated training/finetuning data with service providers and infrastructure partners under contract).

For clarity, we retain User Content for model improvement and training. You represent and warrant that you have obtained all necessary rights, consents, and notices to grant this license (including with respect to Personal Data and third-party content).

3.3 Data Processing & Privacy

Our collection and use of Personal Data is described in our Privacy Policy (incorporated by reference). Where required by law, a separate Data Processing Addendum (DPA) will govern our processing of Personal Data on your behalf. You will not submit special categories of data or regulated data (e.g., health information under HIPAA, children's data under COPPA) unless expressly permitted in a signed Subscription Agreement and DPA.

3.4 Ownership

As between the parties, you own your User Content. We and our licensors own the Elicit Solution, models, architecture, weights, reward models, embeddings, safety systems, and all derivatives, including improvements learned from processing User Content. Subject to these Terms and any applicable laws, you own the Output you lawfully receive, and you are responsible for how you use it (including obtaining any rights needed to use Output with third-party content).

4) Subscriptions, Orders & Payment

Your Orders specify plan tier, pricing, quotas, and term. We (or our payment processor) may charge your payment method per the Order or usage. Prices may change with notice for future terms. You must keep billing information accurate and complete. Taxes are your responsibility. We may suspend for late or failed payments.

5) License to the Elicit Solution

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Website, to install and use the SDK, and to call the API solely to build and run applications that interact with our services in accordance with our documentation, rate limits, and policies.

We may release updates to the SDK/API. You're responsible for installing updates when required to maintain compatibility, performance, or security.

6) Your Responsibilities

You agree to:

• prevent unauthorized access and keep credentials confidential;
• monitor activity in your account and notify us of suspected misuse;
• submit only content you have the right to use and process;
• comply with all applicable laws (export control/sanctions included);
• comply with rate limits, model usage guidelines, and documentation.

7) Prohibited Uses

You will not (and will not permit anyone to):

• access the Elicit Solution for benchmarking, model extraction, weight reconstruction, or competitive analysis;
• reverse engineer, decompile, or attempt to derive source code, weights, or model parameters;
• scrape or harvest data from the Elicit Solution except via documented API methods;
• bypass or interfere with security measures, usage limits, or safety systems;
• upload or transmit malware, or perform penetration/vulnerability tests without written consent;
• use the Elicit Solution for illegal content; exploitation; harassment; doxxing; discrimination; or to generate political propaganda;
• use the Elicit Solution for activities where failure could cause death, personal injury, or severe environmental/property damage;
• process regulated or sensitive data (e.g., PHI under HIPAA, PCI card data, defense/ITAR data, children's data) unless expressly agreed in writing;
• infringe or misappropriate third-party rights;
• train or improve models that compete with Elicit Labs using Output or service responses, except as permitted in a signed agreement.

8) Service Limits; Third Parties

We may impose or modify quotas, throughput, or concurrency limits. We may use third-party cloud, infrastructure, or subprocessors to provide the Elicit Solution. We are not responsible for third-party services you enable or link, which are governed by their own terms.

9) Availability; Security

You're responsible for implementing appropriate security in your systems. Downloads and use are at your own risk. We use reasonable technical and organizational measures, but we do not guarantee error-free or uninterrupted service.

10) Intellectual Property; Marks

The Elicit Solution, models, reward functions, memory systems, architecture, SDK, API, documentation, and all associated intellectual property are owned by Elicit Labs or its licensors. We reserve all rights not expressly granted. You may not use our names, logos, or marks without prior written consent.

11) Export & Sanctions

You represent you are not subject to sanctions or located in an embargoed country. You will comply with all export control and sanctions laws and will not permit access to the Elicit Solution in violation of such laws.

12) Disclaimers

To the fullest extent permitted by law, the Elicit Solution, Output, SDK, API, and all related content are provided "as is" and "as available." We disclaim all warranties (express, implied, statutory, or otherwise), including merchantability, fitness for a particular purpose, non-infringement, accuracy, and reliability. We do not warrant that the Elicit Solution or Output will be error-free, secure, or uninterrupted, or that Output will be unique, original, or free from third-party claims.

13) Limitation of Liability

To the fullest extent permitted by law, in no event will Elicit Labs or its affiliates, directors, officers, employees, agents, licensors, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages; or for lost profits, lost revenue, lost data, or business interruption, arising out of or relating to the Elicit Solution or these Terms, even if advised of the possibility of such damages.

Our total liability for all claims in the aggregate will not exceed the greater of (a) US $100 or (b) the amounts you paid to Elicit Labs for the Elicit Solution in the 12 months preceding the event giving rise to liability.

Some jurisdictions do not allow certain limitations; in that case, the limits apply to the maximum extent permitted by law.

14) Indemnification

You will defend, indemnify, and hold harmless Elicit Labs and its affiliates, officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Elicit Solution; (b) your User Content, including Personal Data; (c) your violation of these Terms or law; or (d) your applications or services that use the API/SDK. We may assume exclusive defense and control, in which case you will cooperate with us.

15) Term; Suspension; Termination

These Terms start when you first use the Elicit Solution and continue until terminated. We may suspend or terminate access immediately for suspected breach, security risks, legal requirements, non-payment, or misuse. You may terminate by closing your account and ceasing use. Sections that by their nature should survive (including 3, 5–7, 9–14, 16–17) will survive termination.

16) Dispute Resolution; Governing Law; Venue

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. You agree to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for all disputes, and waive any objection to venue or forum non conveniens. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction.

17) Miscellaneous

• Entire Agreement. These Terms, your Order (if any), the Privacy Policy, and any DPA or addenda constitute the entire agreement.
• Order of Precedence. If there is a conflict: Subscription Agreement/DPA (if signed) → Order → these Terms → docs/policies.
• Assignment. You may not assign these Terms without our written consent. We may assign freely.
• Severability; Waiver. If a provision is unenforceable, the remainder stays in effect. No waiver is effective unless in writing.
• No Third-Party Beneficiaries. Except as expressly stated, none.
• Force Majeure. We're not liable for delays or failures due to events beyond reasonable control.
• Language. These Terms are in English.

18) Contact

Questions about these Terms or your account?

jordan@elicitlabs.ai · elias@elicitlabs.ai

Elicit Labs, Inc.
"Building the future of AI personalization."