Elicit - Terms of Service for Authorized Users
Last Updated: August 25, 2025
PLEASE READ THIS AGREEMENT CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. IF YOU DO NOT AGREE TO ANY PART OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE PLATFORM. IMPORTANT NOTICE REGARDING ARBITRATION: IF YOU ARE LOCATED IN THE UNITED STATES OF AMERICA, WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION, RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY THE SECTION ENTITLED "DISPUTE RESOLUTION" BELOW FOR IMPORTANT DETAILS REGARDING ARBITRATION.
The Elicit Platform is an AI-powered research assistant that uses language models to automate critical research workflows and enhance research productivity. It provides capabilities for automated systematic literature reviews, data extraction, interactive chat and analysis, paper summarization, and research question exploration. This Terms of Service for Authorized Users (the "Agreement") sets forth the terms and conditions for your access to and use of the Platform (defined below) offered by Elicit Research, PBC ("Elicit"). This Agreement between Elicit and you ("User" or "you") becomes binding and effective on the date that you indicate your consent to the Agreement ("Effective Date"), whether by acknowledging that you have read and agree to the terms of this Agreement online, or as otherwise might be agreed between you and Elicit. By consenting to this Agreement, establishing account, or by using the Platform, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or any other applicable jurisdiction;
1. Definitions
The following definitions used in this Agreement have the corresponding meanings. Additional definitions appear throughout the substantive provisions of this Agreement, applicable schedules, exhibits and attachments, if any:
(a) "Content" refers collectively to the model Outputs and User Material.
(b) "Documentation" means the documentation accompanying the Platform and made available by Elicit at help.elicit.com.
(c) "Enterprise Customer" refers to the business, institution, or individual that entered into a license agreement with Elicit (whether an enterprise MSA, team account agreement, or otherwise) for multi-user access to the Elicit Platform and under whose agreement you have been granted access and been invited to use the Elicit Platform.
(d) "Output" means the results generated by the Platform based upon User's input of User Materials in the form of a query.
(e) "Platform" means Elicit's AI-powered research assistant that uses language models to automate critical research workflows and enhance research productivity, including any underlying technology and Documentation.
(f) "Team" means the collection of Users utilizing the Platform under invitations from the Team Admin.
(g) "Team Admin" means the individual with administrative abilities within the platform, such as the ability to invite and deactivate Users, who invited you to use the Elicit Platform under the license they acquired.
(h) "Third-Party Services" means connections and/or links to third party websites and/or products or services that Elicit enables Users to view or access through the Platform, including, without limitation, via application programming interfaces, workflows or webhooks.
(i) "User Login" a unique username and password provisioned on an User-by- User basis.
(j) "User Materials" means all data, information and materials provided to Elicit by User or on User's behalf in connection with User's use of Platform.
2. Platform and Support
Elicit shall provide the Platform as defined above. User acknowledges and agrees that User is solely responsible for all use of the Platform through User's access credentials. In connection with User's use of the Platform, Elicit will provide e-mail and on-line support. Elicit may also provide links or references to Third-Party Services in the Documentation and/or within the Platform. Such Third-Party Services are not provided by Elicit, and Elicit is neither liable nor responsible for their functioning, results or effects. User is responsible for complying with all applicable third-party terms, policies, and licenses governing User's access and use of Third-Party Services.
3. Fees and Payment
(a) All charges and fees applicable to you, if any, will be as presented to you by Elicit at the time of your purchase ("Fees") and are due and payable at the time of purchase, or as otherwise presented to you at the time of your purchase.
4. Term and Termination
(a) Term. This Agreement shall commence on the Effective Date and shall continue for the length of the license obtained by your Team Admin, as may be extended by agreement between Elicit and your Team Admin ("Term"). You may contact your Team Admin to find out more about the length of the license term they obtained.
(b) Termination. Either party may terminate this Agreement upon prior written notice to the other party if such other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after delivery of written notice thereof. Additionally, Elicit may suspend User's access to the Platform and/or terminate this Agreement, upon written notice to User: (A) if User fails to pay any amount due, and such failure continues more than thirty (30) days after delivery to User of written notice of such failure; (B) in the event that Elicit believes, in Elicit's sole but reasonable discretion, that User uses the Platform for any purpose or in any manner that violates any local, state, or federal law or regulation, or any applicable laws or regulations of any foreign government, that violates or infringes the rights of any third party, or that constitutes a violation of this Agreement; or (C) in the event that Elicit elects to cease provision of the Platform generally to existing Users, in which case Elicit will refund to User any applicable Fees already paid, if any, toward unused portions of any then-current term.
(c) Effects of Termination. Upon termination or expiration of this Agreement, all licenses granted to you hereunder shall terminate, and User's right to access the Platform shall cease. In the event that this Agreement is terminated by User pursuant to Section 4(b) or by Elicit pursuant to Section 10(a): (i) User will not be obligated to pay any additional amounts specified following the effective date of such termination; and (ii) Elicit will refund User the pro-rata amount of any subscription Fees that User has actually pre-paid to Elicit, if any, covering the remainder of the Term following the effective date of such termination. In all other cases, User will not be entitled to a refund of Fees paid and any unpaid Fees outstanding, if any, will become immediately due and payable.
5. Confidential Information
Because you are accessing the Elicit Platform as an authorized user of an Enterprise Customer, you acknowledge that you may have access to, or will have access to, confidential or proprietary information of both Elicit and the Enterprise Customer. If the Enterprise Customer you are affiliated with has entered into a separate agreement with Elicit containing confidentiality provisions (the "Enterprise Agreement"), then, to the extent applicable and not inconsistent with this Agreement, those provisions will apply and govern any confidentiality obligations related to your use of the Platform as an authorized user, as well as our use of any confidential information which you may provide to us in the course of using the Platform. In the event of a conflict, the Enterprise Agreement will control. Nothing in this Section limits Elicit's ability to enforce confidentiality protections directly under these Terms or applicable law.
6. Ownership, Security and Privacy of Content
(a) Ownership and License. As between User and Elicit, and to the extent permitted by applicable law, the Content is and shall remain User's property. Because you are accessing the Elicit Platform as an authorized user of an Enterprise Customer, the ownership of Content may be subject to the terms of the Enterprise Agreement between Elicit and your Enterprise Customer. In the event of a conflict between this Agreement and the Enterprise Agreement regarding ownership of Content, the Enterprise Agreement will control.
(b) User License to Elicit. User hereby grants to Elicit a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, distribute, and display User Materials solely for the purpose of providing the Platform and related services to User. This license includes the right to process User Materials through Elicit's AI models and systems to generate Outputs.
(c) Elicit License to User. Subject to the terms and conditions of this Agreement, Elicit hereby grants to User a limited, non-exclusive, non-transferable license to access and use the Platform during the Term solely for User's internal business purposes.
(d) Security. Elicit will implement and maintain reasonable administrative, physical, and technical safeguards designed to protect User Materials against unauthorized access, use, disclosure, or destruction. However, User acknowledges that no security system is impenetrable and that Elicit cannot guarantee absolute security.
(e) Privacy. Elicit's collection, use, and disclosure of personal information is governed by Elicit's Privacy Policy, which is incorporated herein by reference. User's use of the Platform constitutes acceptance of the Privacy Policy.
7. User Responsibilities and Restrictions
(a) User Responsibilities. User is responsible for: (i) maintaining the confidentiality of User's login credentials; (ii) all activities that occur under User's account; (iii) ensuring that User Materials do not violate any applicable laws or third-party rights; and (iv) complying with all applicable laws and regulations in connection with User's use of the Platform.
(b) Prohibited Uses. User may not: (i) use the Platform for any unlawful purpose or in violation of any applicable laws or regulations; (ii) attempt to gain unauthorized access to the Platform or any related systems or networks; (iii) interfere with or disrupt the Platform or servers or networks connected to the Platform; (iv) use the Platform to transmit any malicious code, viruses, or other harmful components; (v) reverse engineer, decompile, or disassemble the Platform; (vi) remove or modify any proprietary notices or labels on the Platform; or (vii) use the Platform in any manner that could damage, disable, overburden, or impair the Platform.
8. Intellectual Property Rights
(a) Elicit's Intellectual Property. The Platform and all related technology, software, and materials are owned by Elicit or its licensors and are protected by intellectual property laws. Except as expressly granted in this Agreement, no rights in the Platform are granted to User.
(b) User's Intellectual Property. User retains all rights in User Materials. User represents and warrants that User has all necessary rights to grant the licenses set forth in this Agreement and that User Materials do not infringe any third-party rights.
9. Disclaimers and Limitations of Liability
(a) Disclaimers. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ELICIT DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
(b) Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ELICIT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ELICIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Indemnification
User agrees to indemnify, defend, and hold harmless Elicit and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) User's use of the Platform; (b) User Materials; (c) User's violation of this Agreement; or (d) User's violation of any applicable laws or regulations.
11. General Provisions
(a) Assignment. User may not assign or transfer this Agreement without Elicit's prior written consent. Elicit may assign this Agreement without User's consent.
(b) Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
(c) Waiver. No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
(d) Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, or government actions.
(e) Interpretation. The headings in this Agreement are for convenience only and do not affect the interpretation of the Agreement. The word "including" (whether or not the term is followed by the phrase "but not limited to" or words of similar effect) that reference shall be interpreted to be illustrative only, and shall not be interpreted as a limitation on, or an exclusive enumeration of, the items within such classification.
(f) Survival. Sections that by their nature, or to give effect to their meaning, must survive expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement, including but not limited to confidentiality obligations, payment obligations, indemnification obligations, dispute resolution provisions, and relevant license grants that are stated to survive termination if any.
(g) Governing Law and Dispute Resolution. Regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to use of the Platform or otherwise under this Agreement must be filed within one (1) year after such claim or cause of action arose. If you fail to bring a claim within that time period, you agree to be forever barred from bringing such claim. This Agreement and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflicts of laws provisions. Except as otherwise expressly set forth in this section, the exclusive jurisdiction for all Disputes (defined below) that you and we are not required to arbitrate will be the state and federal courts located in San Francisco County, California. You waive all claims of lack of personal jurisdiction and forum non conveniens in such courts.
Mandatory Arbitration of Disputes. If you are based in the United States of America, we each agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. We each agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that you and we are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.
Exceptions. As limited exceptions to sub-section (a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of intellectual property rights.
Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against us, you agree to try to resolve the dispute informally by sending us notice at [email protected] with the subject heading "DISPUTE RESOLUTION NOTICE", which notice shall include your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org
Location of Arbitration. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in San Francisco, California or at another mutually agreed location. The parties will pay equal shares of the arbitration fees. If the arbitrator finds that you cannot afford to pay the arbitration fees and cannot obtain a waiver, we will pay them for you. We will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.
Injunctive and Declaratory Relief. Except as provided in sub-section (b) above (Exceptions), the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declarative or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Severability. With the exception of any of the provisions in sub-section (g) above (Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.
In the event of a conflict between this section 11(g) and provisions in the Enterprise Agreement related to governing law or dispute resolution, the Enterprise Agreement shall govern.
(h) Restricted Persons and Entities. Each party hereby represents and warrants that neither it, nor any of its subsidiaries, nor any of its officers, directors or employees, nor any agents or other third-party representatives acting on its behalf or its subsidiaries or Affiliates, is currently, or has been since such party's or the relevant subsidiary's inception, subject to U.S. or other applicable sanctions or trade control restrictions, including those imposed by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) and the U.S. Department of Commerce's Bureau of Industry and Security (BIS) (collectively, "Restricted Persons). Restricted Persons include, but are not limited to: (i) persons on the List of Specially Designated Nationals or other applicable sanctions or export control lists; (ii) persons organized, resident, or located in an Embargoed Country (presently including Cuba, Iran, North Korea, Syria and the Crimea region, the Donetsk People's Republic ("DNR") and Luhansk People's Republic ("LNR") of Ukraine); (iii) persons otherwise subject to blocking or asset freeze sanctions; and (iv) persons ultimately owned, 50 percent or more, directly or indirectly or otherwise controlled by the foregoing. In connection with the Agreement, each party shall comply with all applicable economic sanctions, export control, and anti-corruption laws, rules, and regulations, including, but not limited to, the U.S. Export Administration Regulations, the regulations administered by the Office of Foreign Assets Control, and the U.S. Foreign Corrupt Practices Act.
(i) Entire Agreement. This Agreement and any schedules, exhibits and other documents expressly incorporated herein or therein, constitute the complete and entire statement of all terms, conditions and representations of the agreement between Elicit and User with respect to its subject matter and supersede all prior agreements, writings or understandings, whether oral or in writing. No terms or conditions stated in any purchase order or in any other order documentation Elicit may receive from User shall be incorporated into, or form any part of, this Agreement, and all such terms or conditions shall be null and void.
(j) Notice for California Users. Under California Civil Code Section 1789.3, users of the Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Elicit Support, 440 N Barranca Avenue, #1595; Covina, CA 91723.
(k) Contact Us. If you have questions, wish to resolve a complaint regarding the Platform, or would like further information regarding use of the Platform, please contact us at:
Elicit Research, PBC
440 N Barranca Avenue, #1595
Covina, CA 91723
United States
[email protected]
Source: Elicit Help Center - Terms of Service for Authorized Users
Elicit - Terms of Service for Authorized Users
Last Updated: August 25, 2025
PLEASE READ THIS AGREEMENT CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. IF YOU DO NOT AGREE TO ANY PART OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE PLATFORM. IMPORTANT NOTICE REGARDING ARBITRATION: IF YOU ARE LOCATED IN THE UNITED STATES OF AMERICA, WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION, RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY THE SECTION ENTITLED "DISPUTE RESOLUTION" BELOW FOR IMPORTANT DETAILS REGARDING ARBITRATION.
The Elicit Platform is an AI-powered research assistant that uses language models to automate critical research workflows and enhance research productivity. It provides capabilities for automated systematic literature reviews, data extraction, interactive chat and analysis, paper summarization, and research question exploration. This Terms of Service for Authorized Users (the "Agreement") sets forth the terms and conditions for your access to and use of the Platform (defined below) offered by Elicit Research, PBC ("Elicit"). This Agreement between Elicit and you ("User" or "you") becomes binding and effective on the date that you indicate your consent to the Agreement ("Effective Date"), whether by acknowledging that you have read and agree to the terms of this Agreement online, or as otherwise might be agreed between you and Elicit. By consenting to this Agreement, establishing account, or by using the Platform, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or any other applicable jurisdiction;
1. Definitions
The following definitions used in this Agreement have the corresponding meanings. Additional definitions appear throughout the substantive provisions of this Agreement, applicable schedules, exhibits and attachments, if any:
(a) "Content" refers collectively to the model Outputs and User Material.
(b) "Documentation" means the documentation accompanying the Platform and made available by Elicit at help.elicit.com.
(c) "Enterprise Customer" refers to the business, institution, or individual that entered into a license agreement with Elicit (whether an enterprise MSA, team account agreement, or otherwise) for multi-user access to the Elicit Platform and under whose agreement you have been granted access and been invited to use the Elicit Platform.
(d) "Output" means the results generated by the Platform based upon User's input of User Materials in the form of a query.
(e) "Platform" means Elicit's AI-powered research assistant that uses language models to automate critical research workflows and enhance research productivity, including any underlying technology and Documentation.
(f) "Team" means the collection of Users utilizing the Platform under invitations from the Team Admin.
(g) "Team Admin" means the individual with administrative abilities within the platform, such as the ability to invite and deactivate Users, who invited you to use the Elicit Platform under the license they acquired.
(h) "Third-Party Services" means connections and/or links to third party websites and/or products or services that Elicit enables Users to view or access through the Platform, including, without limitation, via application programming interfaces, workflows or webhooks.
(i) "User Login" a unique username and password provisioned on an User-by- User basis.
(j) "User Materials" means all data, information and materials provided to Elicit by User or on User's behalf in connection with User's use of Platform.
2. Platform and Support
Elicit shall provide the Platform as defined above. User acknowledges and agrees that User is solely responsible for all use of the Platform through User's access credentials. In connection with User's use of the Platform, Elicit will provide e-mail and on-line support. Elicit may also provide links or references to Third-Party Services in the Documentation and/or within the Platform. Such Third-Party Services are not provided by Elicit, and Elicit is neither liable nor responsible for their functioning, results or effects. User is responsible for complying with all applicable third-party terms, policies, and licenses governing User's access and use of Third-Party Services.
3. Fees and Payment
(a) All charges and fees applicable to you, if any, will be as presented to you by Elicit at the time of your purchase ("Fees") and are due and payable at the time of purchase, or as otherwise presented to you at the time of your purchase.
4. Term and Termination
(a) Term. This Agreement shall commence on the Effective Date and shall continue for the length of the license obtained by your Team Admin, as may be extended by agreement between Elicit and your Team Admin ("Term"). You may contact your Team Admin to find out more about the length of the license term they obtained.
(b) Termination. Either party may terminate this Agreement upon prior written notice to the other party if such other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after delivery of written notice thereof. Additionally, Elicit may suspend User's access to the Platform and/or terminate this Agreement, upon written notice to User: (A) if User fails to pay any amount due, and such failure continues more than thirty (30) days after delivery to User of written notice of such failure; (B) in the event that Elicit believes, in Elicit's sole but reasonable discretion, that User uses the Platform for any purpose or in any manner that violates any local, state, or federal law or regulation, or any applicable laws or regulations of any foreign government, that violates or infringes the rights of any third party, or that constitutes a violation of this Agreement; or (C) in the event that Elicit elects to cease provision of the Platform generally to existing Users, in which case Elicit will refund to User any applicable Fees already paid, if any, toward unused portions of any then-current term.
(c) Effects of Termination. Upon termination or expiration of this Agreement, all licenses granted to you hereunder shall terminate, and User's right to access the Platform shall cease. In the event that this Agreement is terminated by User pursuant to Section 4(b) or by Elicit pursuant to Section 10(a): (i) User will not be obligated to pay any additional amounts specified following the effective date of such termination; and (ii) Elicit will refund User the pro-rata amount of any subscription Fees that User has actually pre-paid to Elicit, if any, covering the remainder of the Term following the effective date of such termination. In all other cases, User will not be entitled to a refund of Fees paid and any unpaid Fees outstanding, if any, will become immediately due and payable.
5. Confidential Information
Because you are accessing the Elicit Platform as an authorized user of an Enterprise Customer, you acknowledge that you may have access to, or will have access to, confidential or proprietary information of both Elicit and the Enterprise Customer. If the Enterprise Customer you are affiliated with has entered into a separate agreement with Elicit containing confidentiality provisions (the "Enterprise Agreement"), then, to the extent applicable and not inconsistent with this Agreement, those provisions will apply and govern any confidentiality obligations related to your use of the Platform as an authorized user, as well as our use of any confidential information which you may provide to us in the course of using the Platform. In the event of a conflict, the Enterprise Agreement will control. Nothing in this Section limits Elicit's ability to enforce confidentiality protections directly under these Terms or applicable law.
6. Ownership, Security and Privacy of Content
(a) Ownership and License. As between User and Elicit, and to the extent permitted by applicable law, the Content is and shall remain User's property. Because you are accessing the Elicit Platform as an authorized user of an Enterprise Customer, the ownership of Content may be subject to the terms of the Enterprise Agreement between Elicit and your Enterprise Customer. In the event of a conflict between this Agreement and the Enterprise Agreement regarding ownership of Content, the Enterprise Agreement will control.
(b) User License to Elicit. User hereby grants to Elicit a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, distribute, and display User Materials solely for the purpose of providing the Platform and related services to User. This license includes the right to process User Materials through Elicit's AI models and systems to generate Outputs.
(c) Elicit License to User. Subject to the terms and conditions of this Agreement, Elicit hereby grants to User a limited, non-exclusive, non-transferable license to access and use the Platform during the Term solely for User's internal business purposes.
(d) Security. Elicit will implement and maintain reasonable administrative, physical, and technical safeguards designed to protect User Materials against unauthorized access, use, disclosure, or destruction. However, User acknowledges that no security system is impenetrable and that Elicit cannot guarantee absolute security.
(e) Privacy. Elicit's collection, use, and disclosure of personal information is governed by Elicit's Privacy Policy, which is incorporated herein by reference. User's use of the Platform constitutes acceptance of the Privacy Policy.
7. User Responsibilities and Restrictions
(a) User Responsibilities. User is responsible for: (i) maintaining the confidentiality of User's login credentials; (ii) all activities that occur under User's account; (iii) ensuring that User Materials do not violate any applicable laws or third-party rights; and (iv) complying with all applicable laws and regulations in connection with User's use of the Platform.
(b) Prohibited Uses. User may not: (i) use the Platform for any unlawful purpose or in violation of any applicable laws or regulations; (ii) attempt to gain unauthorized access to the Platform or any related systems or networks; (iii) interfere with or disrupt the Platform or servers or networks connected to the Platform; (iv) use the Platform to transmit any malicious code, viruses, or other harmful components; (v) reverse engineer, decompile, or disassemble the Platform; (vi) remove or modify any proprietary notices or labels on the Platform; or (vii) use the Platform in any manner that could damage, disable, overburden, or impair the Platform.
8. Intellectual Property Rights
(a) Elicit's Intellectual Property. The Platform and all related technology, software, and materials are owned by Elicit or its licensors and are protected by intellectual property laws. Except as expressly granted in this Agreement, no rights in the Platform are granted to User.
(b) User's Intellectual Property. User retains all rights in User Materials. User represents and warrants that User has all necessary rights to grant the licenses set forth in this Agreement and that User Materials do not infringe any third-party rights.
9. Disclaimers and Limitations of Liability
(a) Disclaimers. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ELICIT DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
(b) Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ELICIT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ELICIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Indemnification
User agrees to indemnify, defend, and hold harmless Elicit and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) User's use of the Platform; (b) User Materials; (c) User's violation of this Agreement; or (d) User's violation of any applicable laws or regulations.
11. General Provisions
(a) Assignment. User may not assign or transfer this Agreement without Elicit's prior written consent. Elicit may assign this Agreement without User's consent.
(b) Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
(c) Waiver. No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
(d) Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, or government actions.
(e) Interpretation. The headings in this Agreement are for convenience only and do not affect the interpretation of the Agreement. The word "including" (whether or not the term is followed by the phrase "but not limited to" or words of similar effect) that reference shall be interpreted to be illustrative only, and shall not be interpreted as a limitation on, or an exclusive enumeration of, the items within such classification.
(f) Survival. Sections that by their nature, or to give effect to their meaning, must survive expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement, including but not limited to confidentiality obligations, payment obligations, indemnification obligations, dispute resolution provisions, and relevant license grants that are stated to survive termination if any.
(g) Governing Law and Dispute Resolution. Regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to use of the Platform or otherwise under this Agreement must be filed within one (1) year after such claim or cause of action arose. If you fail to bring a claim within that time period, you agree to be forever barred from bringing such claim. This Agreement and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflicts of laws provisions. Except as otherwise expressly set forth in this section, the exclusive jurisdiction for all Disputes (defined below) that you and we are not required to arbitrate will be the state and federal courts located in San Francisco County, California. You waive all claims of lack of personal jurisdiction and forum non conveniens in such courts.
Mandatory Arbitration of Disputes. If you are based in the United States of America, we each agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. We each agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that you and we are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.
Exceptions. As limited exceptions to sub-section (a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of intellectual property rights.
Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against us, you agree to try to resolve the dispute informally by sending us notice at [email protected] with the subject heading "DISPUTE RESOLUTION NOTICE", which notice shall include your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org
Location of Arbitration. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in San Francisco, California or at another mutually agreed location. The parties will pay equal shares of the arbitration fees. If the arbitrator finds that you cannot afford to pay the arbitration fees and cannot obtain a waiver, we will pay them for you. We will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.
Injunctive and Declaratory Relief. Except as provided in sub-section (b) above (Exceptions), the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declarative or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Severability. With the exception of any of the provisions in sub-section (g) above (Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.
In the event of a conflict between this section 11(g) and provisions in the Enterprise Agreement related to governing law or dispute resolution, the Enterprise Agreement shall govern.
(h) Restricted Persons and Entities. Each party hereby represents and warrants that neither it, nor any of its subsidiaries, nor any of its officers, directors or employees, nor any agents or other third-party representatives acting on its behalf or its subsidiaries or Affiliates, is currently, or has been since such party's or the relevant subsidiary's inception, subject to U.S. or other applicable sanctions or trade control restrictions, including those imposed by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) and the U.S. Department of Commerce's Bureau of Industry and Security (BIS) (collectively, "Restricted Persons). Restricted Persons include, but are not limited to: (i) persons on the List of Specially Designated Nationals or other applicable sanctions or export control lists; (ii) persons organized, resident, or located in an Embargoed Country (presently including Cuba, Iran, North Korea, Syria and the Crimea region, the Donetsk People's Republic ("DNR") and Luhansk People's Republic ("LNR") of Ukraine); (iii) persons otherwise subject to blocking or asset freeze sanctions; and (iv) persons ultimately owned, 50 percent or more, directly or indirectly or otherwise controlled by the foregoing. In connection with the Agreement, each party shall comply with all applicable economic sanctions, export control, and anti-corruption laws, rules, and regulations, including, but not limited to, the U.S. Export Administration Regulations, the regulations administered by the Office of Foreign Assets Control, and the U.S. Foreign Corrupt Practices Act.
(i) Entire Agreement. This Agreement and any schedules, exhibits and other documents expressly incorporated herein or therein, constitute the complete and entire statement of all terms, conditions and representations of the agreement between Elicit and User with respect to its subject matter and supersede all prior agreements, writings or understandings, whether oral or in writing. No terms or conditions stated in any purchase order or in any other order documentation Elicit may receive from User shall be incorporated into, or form any part of, this Agreement, and all such terms or conditions shall be null and void.
(j) Notice for California Users. Under California Civil Code Section 1789.3, users of the Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Elicit Support, 440 N Barranca Avenue, #1595; Covina, CA 91723.
(k) Contact Us. If you have questions, wish to resolve a complaint regarding the Platform, or would like further information regarding use of the Platform, please contact us at:
Elicit Research, PBC
440 N Barranca Avenue, #1595
Covina, CA 91723
United States
[email protected]
Source: Elicit Help Center - Terms of Service for Authorized Users