Elicit - Services Agreement for Team Subscriptions
Last Updated: September 15, 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 Services Agreement for Team Accounts (the "Agreement") sets forth the terms and conditions for your ("Customer" or "you") access to and use of the Platform (defined below) offered by Elicit Research, PBC ("Elicit"). This Agreement 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. We reserve the right, in our sole discretion, to change provisions of this Agreement at any time with or without notice. If we do this, we will post the new version of this Agreement on our Site and will endeavor to notify you by email, utilizing the most recent email address (if any) associated with your account. We will indicate at the top of this Agreement the date it was last revised. Any new or different terms are effective upon posting and your continued use of the Platform after such posting constitutes your acceptance of the new Agreement, which will apply to your use of the Platform following such posting. If you do not agree to abide by any version of this Agreement, you may not use or access (or continue to use or access) the Platform. It is your responsibility to regularly review the Agreement to determine if there have been changes. 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:
"Authorized User" means an individual authorized by Customer to access the Platform, as identified through an individual User Login, and that has agreed to the Terms of Service (as defined below).
"Content" refers collectively to the model Outputs and Customer Material.
"Customer Materials" means all data, information and materials provided to Elicit by Customer or on Customer's behalf in connection with Customer's use of Platform.
"Documentation" means the documentation accompanying the Platform and made available by Elicit at help.elicit.com.
"Initial Term" means the duration that Customer and Customer's Authorized Users are authorized and licensed to access and utilize the Platform, as set forth below.
"Output" means the results generated by the Platform based upon Customer's input of Customer Materials in the form of a query.
"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.
"Team" means the collection of Authorized Users (as well as yourself) utilizing the Platform under your invitation.
"Team Admin" means you, the individual with administrative abilities within the platform, such as the ability to invite and deactivate Authorized Users.
"Terms of Service" means the terms of service that must be accepted by Authorized Users through the Platform onboarding process, the current version of which as of the Effective Date is located at elicit.com/operations/team-terms.
"Third-Party Services" means connections and/or links to third party websites and/or products or services that Elicit enables Customer or Customer's Authorized Users to view or access through the Platform, including, without limitation, via application programming interfaces, workflows or webhooks.
"User Login" a unique username and password provisioned on an Authorized User-by-Authorized User basis.
2. Platform and Support.
Elicit shall provide the Platform as defined above. Customer acknowledges and agrees that Customer is solely responsible for Authorized User's use of the Platform and all use of the Platform through Customer's access credentials. The acts and omissions of all Authorized Users shall be deemed acts and omissions of Customer hereunder. In connection with Customer'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. Customer is responsible for complying with all applicable third-party terms, policies, and licenses governing Customer's access and use of Third-Party Services.
3. Fees and Payment.
(a) Payment Terms
All charges and, if applicable, fees and taxes will be as presented to you by Elicit at the time of your initial purchase ("Fees") are due and payable at the time of purchase, or as otherwise presented to you at the time of your purchase. Fees and taxes that you may be required to pay under local law but which are not presented and charged by Elicit remain your responsibility. You will be required to choose the number of licenses (or seats) you wish to purchase, and the number chosen will impact your Fees. Customer agrees to act in compliance with all state, federal and international laws, rules and regulations in connection with any such payment.
(b) Paid Subscriptions
In the event that you have selected a paid subscription for the Platform ("Paid Subscription"), you agree that we may charge to your credit card (or other approved payment mechanism selected by you) all amounts due and owing for the Paid Subscription, including subscription fees, taxes and any other fee or charge associated with the Paid Subscription, as set forth in the pricing plan selected by you at the time of purchase. You agree that these charges to your payment method will occur on a regular cadence, either monthly or annually or as otherwise presented to you at time of purchase, and you hereby permit us to make such charges. Your Paid Subscription is subject to any terms, conditions and restrictions presented to you around the time of purchase. Unless stated otherwise, all fees and charges shown by us are exclusive of taxes and regulatory fees. All payments made by you with respect to a Paid Subscription under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including domestic or cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement and the applicable Pricing Plan. You agree that in the event we are unable to collect fees and charges owed under this Agreement through your credit card (or other approved payment mechanism), we may take any other steps we deem necessary to collect such fees and charges from you and that you will be responsible for all costs and expenses incurred in connection with such collection activity, including collection fees, court costs and attorneys' fees. You further agree that we may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due. Unless otherwise represented to you at the time of purchase, you may cancel your Paid Subscription at any time. If you cancel your Paid Subscription, you will not be billed for any additional further periods, and your Paid Subscription will continue until the end of the then-current Paid Subscription term following which your account shall revert to a free account, subject otherwise to this Agreement. If you cancel your Paid Subscription, you will not receive a refund of any amounts which you have already paid, or be relieved of your obligation to pay amounts due.
4. Term and Termination.
(a) Term
This Agreement shall commence on the Effective Date and shall continue for such time as otherwise presented to you at the time of purchase, typically monthly or annually based on which subscription length you chose (the "Initial Term"). Upon expiration of an Initial Term - as set and each Subsequent Term (defined below) the term of this Agreement will automatically renew for an additional term of equal length to the Initial Term ("Subsequent Term(s)") unless or until you cancel your subscription, which you may do from your account settings page. Any such cancellation will only come into effect at the end of the then current term, and unless otherwise stated herein, no refunds will be provided by Elicit for amounts already paid. The Initial Term and any Subsequent Terms, together, constitute the "Term."
(b) Termination
Either party may terminate this Agreement upon prior written notice to the other party if: (i) 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; or (ii) such other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Additionally, Elicit may suspend Customer's access to the Platform and/or terminate this Agreement, upon written notice to Customer: (A) if Customer fails to pay any amount due, and such failure continues more than thirty (30) days after delivery to Customer of written notice of such failure; (B) in the event that Elicit believes, in Elicit's sole but reasonable discretion, that Customer 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 Customers, in which case Elicit will refund to Customer any applicable Fees already paid toward unused portions of any then-current term. In the case of subsections (B) and (C), Elicit shall provide written notice of such suspension as soon as reasonably practicable, and in the case of subsections (A) and (B), Elicit shall lift any suspension as soon as the reason for such suspension is remedied to Elicit's reasonable satisfaction.
(c) Effects of Termination
Upon termination or expiration of this Agreement, all licenses set forth thereunder and hereunder shall terminate, and Customer's right to access the Platform shall cease. In the event that this Agreement is terminated by Customer pursuant to Section 4(b) or by Elicit pursuant to Section 10(a): (i) Customer will not be obligated to pay any additional amounts specified following the effective date of such termination; and (ii) Elicit will refund Customer the pro-rata amount of any subscription Fees that Customer has actually pre-paid to Elicit covering the remainder of the Term following the effective date of such termination. In all other cases, Customer will not be entitled to a refund of Fees paid and any unpaid Fees outstanding will become immediately due and payable.
5. Confidential Information.
To the extent a party ("Discloser") discloses to the other party ("Recipient") information in connection with this Agreement, whether disclosed prior to, on, or after the Effective Date, and which is either marked as confidential (or words of similar import) or is of a nature or disclosed in such a manner as would put a reasonable person on notice as to the confidential or proprietary nature of the information (collectively, "Confidential Information"), the Recipient will protect such Confidential Information from unauthorized use, access or disclosure in the same manner as Recipient protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, the Recipient may use the Discloser's Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information: (i) solely to Recipient's employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; or (ii) as necessary to comply with any applicable law or regulation. The provisions of this Section 5 shall control over any non-disclosure agreement by and between the parties entered into prior to the Effective Date and any such non-disclosure agreement shall have no further force or effect with respect to the exchange of Confidential Information after the execution of this Agreement. The foregoing shall not apply to information that: (A) is publicly known at the time of disclosure or subsequently becomes publicly known other than through a breach of this Section 5; (B) is lawfully received by Recipient from a third party not subject to confidentiality terms with the Discloser with respect to such information; or (C) was independently developed by the Recipient without reference to the Discloser's Confidential Information, as established by the written records of the Recipient. In the event Discloser's Confidential Information is required to be disclosed by Recipient under a legal requirement, Recipient shall: (I) give the Discloser reasonable written notice prior to disclosure pursuant to such requirement (unless prohibited by such requirement); (II) use diligent efforts to limit disclosure and to obtain confidential treatment or a protective order and allow the Discloser to participate in the proceeding; and (III) comply with any applicable protective order or equivalent. Customer acknowledges and agrees that the Platform pricing terms, as well as any Documentation Elicit provides for or in connection with the Platform (in whatever form), as well as the Platform itself, shall be deemed Elicit's Confidential Information.
6. Ownership, Security and Privacy of Content
(a) Ownership and License
As between Customer and Elicit, and to the extent permitted by applicable law, the Content is and shall remain Customer's property. Customer hereby grants Elicit a perpetual and irrevocable, worldwide, transferable and sub-licensable, fully-paid license to use, copy, modify, and make derivative works of the Content in order to provide, maintain, develop, improve the Platform and Elicit's other products and services, comply with applicable law, enforce Elicit's terms and policies, and to keep the Platform safe. Customer acknowledges that Elicit collects and aggregates data concerning Platform user behavior, traffic and other interactive and telemetric information. Customer agrees that both during and after the Term, Elicit may retain and use all such data to improve and market the Platform and Elicit's services. Additionally, Customer acknowledges that the Platform and its underlying technology is improved and enhanced through the processing of Customer Materials and the generation of Output, and that such improvements and enhancements Elicit may make are the sole and exclusive property of Elicit. Customer agrees that Elicit may list Customer as a customer and/or use Customer's logo for Elicit's promotional purposes, and hereby grants Elicit the limited license to do so.
(b) Personal Information and Data Protection
Customer and Elicit each hereby acknowledge that certain personal information may be transmitted by either Customer or Authorized Users in the course of their usage of the Platform and thereby agree to comply with all respectively applicable provisions of Elicit's Data Protection Agreement, which can be found at elicit.com/operations/dpa, and which is hereby incorporated into this Agreement.
7. License to Platform; Elicit's Intellectual Property.
(a) Elicit Intellectual Property
Elicit owns all intellectual property rights in and to the Platform, including any and all modifications, enhancements, improvements, adaptations, translations, and derivative works thereof and thereto, unless otherwise stated herein. Other than the limited license right to utilize the Platform, nothing contained in this Agreement shall be construed as granting Customer or any Authorized User any other rights or title in or to the Platform.
(b) Usage License
Subject to the terms and conditions of this Agreement, Elicit hereby grants Customer a limited scope, nonexclusive, nontransferable license for Customer to use and access the Documentation and Platform, during the Term of this Agreement, and solely for Customer's business purposes. Customer agrees and acknowledges that each User Login shall only be used by one (1) designated individual End User. Customer shall administer the registration and password access for User Login credentials of Customer's Authorized Users.
(c) Restrictions
Customer shall not do, attempt to do, nor permit any person or entity to do, any of the following: (i) create or recreate the source code for any underlying software and technology relating to the Platform, or re-engineer, reverse engineer, decompile or disassemble any such underlying software and technology; (ii) copy, modify, adapt, translate or create derivative works based upon any such underlying software and technology; (iii) remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Platform or any Documentation; or (d) sublicense, sell, lease, rent, timeshare or otherwise transfer, or pledge as security, the Platform or its access thereto. All rights (including all intellectual property rights) to and/or with respect to any items, materials or services relating to the Platform not expressly licensed by Elicit hereunder, are expressly and exclusively retained by Elicit.
(d) Feedback
Customer hereby grants Elicit a royalty-free, worldwide, perpetual, irrevocable license to use or incorporate into the Platform and Elicit's services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or on Customer's behalf.
(e) Acceptable Use
Without limiting the generality of any restrictions otherwise set forth in this Agreement, in connection with the use of the Platform, neither Customer nor any Authorized User shall: (i) send, upload, create, or distribute any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content or information; (ii) create or distribute any malware, virus, worm, Trojan horse, or any other items of a harmful or deceptive nature; (iii) conduct or encourage illegal activity, including fraud, pyramid schemes, illegal peer-to-peer file sharing, or any other activity that is prohibited by applicable law; (iv) create or transmit content or information that is or could be harmful to minors; (v) misrepresent the identity of Customer, any Authorized User, or the source of any of Customer Materials; (vi) unlawfully transmit any proprietary information or data, or any other intellectual property, without the valid consent or license from the owner thereof; (vii) use the Platform to violate the legal rights of others; (viii) interfere with other users' use or enjoyment of the Platform; or (ix) use any part of the Platform in connection with an effort to generate or facilitate "spam" (i.e., unsolicited commercial email), including: (A) sending email in violation of the CAN-SPAM Act or any other applicable anti-spam law; (B) sending unsolicited emails to a significant number of email addresses that belong to people or entities with whom you have no pre-existing relationship or who have requested that you not send them emails; and (C) disclosing the email address or other personal information of any person, entity, or Team without their knowledge and consent to such disclosure. Customer shall be liable for the acts and omissions of all members of any Authorized Users.
8. Warranties and Disclaimers.
(a) Warranties
Each party represents and warrants that: (i) to the extent it is a corporate entity, it is an entity duly organized, validly existing, and in good standing under the laws of its formation, and has obtained and will maintain all necessary licenses, registrations, and approvals required to carry out its obligations under this Agreement; (ii) it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder, and the individual signing on its behalf is duly authorized to do so; (iii) the execution, delivery, and performance of this Agreement will not conflict with or violate any organizational documents (if applicable), any judgment, order, statute, or regulation applicable to it, nor breach or result in a default under any contract or agreement to which it is a party; (iv) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms, subject to applicable laws relating to bankruptcy, insolvency, and the enforcement of creditors' rights generally; (v) as of the Effective Date, it is not aware of any fact or circumstance, and there is no pending or threatened action, claim, or proceeding, that would impede or prohibit its performance under this Agreement; (vi) it is in compliance with all applicable laws, regulations, and ordinances required to perform its obligations under this Agreement and has not received any unresolved notice alleging non-compliance; and (vii) there are no pending or, to its knowledge, threatened actions or proceedings before any court or regulatory authority that would materially affect its ability to enter into this Agreement or perform any obligations hereunder. Additionally Elicit warrants that: (x) the Platform will perform materially in accordance with the specifications set forth in the Documentation and in accordance with this Agreement.
(b) Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE PLATFORM OR SERVICES OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, OR OTHERWISE (INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT) ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS AGREEMENT, ELICIT MAKES NO REPRESENTATION OR WARRANTY, AND HAS NO SUPPORT OBLIGATIONS OR LIABILITY, WITH RESPECT TO ANY THIRD-PARTY SERVICES, AND CUSTOMER ACKNOWLEDGES THAT ELICIT DOES NOT WARRANT THAT THE PLATFORM: (i) WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS; (ii) OPERATE WITHOUT INTERRUPTION; (iii) ACHIEVE ANY INTENDED RESULT; (iv) BE ERROR FREE; OR (v) BE COMPATIBLE, WORK WITH OR CONTINUE TO WORK WITH ANY THIRD-PARTY SERVICES. NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM ELICIT OR THROUGH ANY RELATED SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. CUSTOMER EXPRESSLY ACKNOWLEDGES THE INHERENT PROBLEMS OF INACCURACY AND INCOMPLETENESS THAT ARE ENTAILED BY USE OF GENERATIVE AI AND UNDERSTANDS THAT ELICIT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR APPROPRIATENESS OF THE OUTPUT.
9. Limitation of Liability.
(a) Consequential Damages
UNDER NO CIRCUMSTANCES WILL EITHER PARTY, ITS SUPPLIERS OR AFFILIATED PERSONS OR ENTITIES BE LIABLE - WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE - FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING CLAIMS FOR LOSS OF DATA, USE OF OR INABILITY TO USE THE PLATFORM, INTERRUPTION IN USE OR AVAILABILITY OF DATA OR THE SPECIFIC RESULTS OBTAINED THROUGH THE USE OF THE PLATFORM) ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR REMEDY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHERWISE; AND
(b) Aggregate Liability
IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH CUSTOMER, ELICIT, ELICIT'S SUPPLIERS AND AFFILIATED PERSONS MAY INCUR IN ANY ACTION OR PROCEEDING ARISING HEREUNDER EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO ELICIT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY ALLOCATES THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE EXCLUSIONS IN DETERMINING TO ENTER INTO THIS AGREEMENT AND THE PRICING FOR CUSTOMER'S ACCESS TO THE PLATFORM.
10. Indemnification.
(a) Elicit Indemnification
Elicit will indemnify, defend and hold Customer harmless from and against all claims, suits and/or proceedings brought by any third party against Customer alleging infringement of such third party's intellectual property rights by the functionality provided by the Platform, including with respect to any resulting liabilities, losses, damages and costs awarded by a court or included as part of a final settlement, as well as reasonable attorneys' fees, in connection with the foregoing; provided (i) that Customer promptly notifies Elicit, in writing, of any such claim, suit or proceeding; (ii) cooperates reasonably with Elicit, at Elicit's expense, in the defense and settlement thereof; (ii) that Customer allows Elicit to control the defense and settlement thereof; and (iii) that Customer in no way contributed to the alleged infringement, including by Customer's submission of Customer Materials to the Platform without appropriate license or permission to do so. If any such infringement claim with respect to the Platform may be or has been asserted, Customer will allow Elicit, at Elicit's option and expense, to: (A) procure for Customer the right to continue using the Platform; (B) replace or modify the Platform to eliminate the infringement while providing functionally equivalent performance; or (C) terminate this Agreement in exchange for a refund of the pro-rata portion of Fees that Customer has actually paid to Elicit corresponding to periods following such termination. Elicit's obligations under this Section 10(a) shall not apply to any claims based upon: (I) any materials, software or other information that have been altered by Customer or any party other than Elicit; (II) the combination of the Platform with any items not provided or required by Elicit, in writing (including in the Documentation); or (III) use of the Platform or any such materials, software or information after termination pursuant to sub-section (C) above. This Section 10 states Customer's exclusive remedy and Elicit's sole liability in connection with any claim of infringement or misappropriation of intellectual property rights.
(b) Indemnification by Customer
Customer will indemnify, defend, and hold Elicit harmless from and against all claims, suits and/or proceedings brought by any third party against Elicit, including with respect to any resulting liabilities, losses, damages and costs awarded by a court or included as part of a final settlement, as well as reasonable attorneys' fees, in connection with or arising out of Customer's or Authorized User's use of the Platform, or alleging that Customer Materials or the results obtained through or generated by Customer's use of the Platform infringes or misappropriates such third party's intellectual property rights; provided that Elicit: (i) promptly notifies Customer, in writing, of any such claim, suit or proceeding; (ii) cooperates reasonably with Customer, at Customer's expense, in the defense and settlement thereof; and (iii) allows Customer to control the defense and settlement thereof.
(c) Mutual Indemnities
Each party ("Indemnifying Party") will indemnify, defend, and hold harmless the other ("Indemnified Party") from and against all claims, suits and/or proceedings brought by any third party against the Indemnified party, including with respect to any resulting liabilities, losses, damages and costs awarded by a court or included as part of a final settlement, as well as reasonable attorneys' fees, in connection with or arising out of the Indemnifying Party's breach of a material provision of this Agreement, violation of applicable law or regulation, fraud, gross negligence, and knowing misconduct, provided that the Indemnified Party: (i) promptly notifies the Indemnifying Party, in writing, of any such claim, suit or proceeding; (ii) cooperates reasonably with the Indemnifying Party, at Indemnifying Party's expense, in the defense and settlement thereof; and (iii) allows the Indemnifying Party to control the defense and settlement thereof.
11. Miscellaneous.
(a) Independent Parties/Third Party Beneficiaries
Customer and Elicit are independent parties. Nothing in this Agreement will be construed to make either party an agent, employee, franchisee, joint venturer or legal representative of the other party. Neither party will either have, or represent itself to have, any authority to bind the other party or act on its behalf. Nothing in this Agreement is intended or shall be construed as a third party beneficiary agreement, nor shall this Agreement confer, convey or be deemed to accord any rights to any third party.
(b) Force Majeure
Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes (including public health emergencies such as epidemics and pandemics), or governmental acts or omissions, laws or regulations, wars, insurrections, acts of terrorism (including cyber), third party hacks and intrusions, epidemics or pandemics, infectious diseases and/or any other cause beyond the reasonable control of the party whose performance is affected. These causes will not excuse Customer from paying amounts due under this Agreement.
(c) Notices
Any notice under or in connection with this Agreement shall be in writing. Such notices to Elicit shall be sent to [email protected], and notices to you shall be sent to the email address associated with your Elicit account. All notices shall be deemed to have been sufficiently given upon delivery, or in the case of email one day following its sending.
(d) Assignment
Customer may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without Elicit's prior written consent, which will not be unreasonably withheld. Elicit may assign this Agreement to any affiliate or in connection with any merger, reorganization, acquisition or other transfer of all or substantially all of Elicit's assets or voting securities or similar change of control transaction. Any assignment or attempt to do so other than as provided in this Section 11(d) will be void.
(e) Waiver, Modification, Severability, Cumulative Remedies, Agreement Drafting, Construction
Waiver. The waiver by either party of any of its rights or remedies in a particular instance will not be deemed a waiver of the same or different right or remedy in subsequent instances.
Severability. If any provision of this Agreement is held to be invalid, it shall either be: (A) revised only to the extent necessary to make it enforceable, and such revision shall not affect the enforceability: (I) of such provision under other circumstances; or (II) of the remaining provisions hereof under any circumstances; or (B) if such revision is not possible, severed from this Agreement and the remainder of this Agreement shall continue in full force and effect.
Cumulative Remedies. Except as expressly provided to the contrary herein, all remedies set forth in this Agreement are cumulative and not exclusive of any other remedies at law or in equity, statutory or otherwise.
Agreement Drafting. Each party has had the opportunity to consult legal counsel with respect to the terms and conditions of this Agreement. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party.
Construction. Words importing the singular include the plural, words importing any gender include every gender and words importing persons include entities, corporate and otherwise; and (in each case) vice versa. The section headings are for ease of reference only and shall not affect the interpretation or construction of this Agreement. Whenever the terms "including" or "include" are used in this Agreement in connection with a single item or a list of items within a particular classification (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.
(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 declaratory 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.
(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 Customer 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 Customer 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 Customer 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]
* * * * *
Elicit - Services Agreement for Team Subscriptions
Last Updated: September 15, 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 Services Agreement for Team Accounts (the "Agreement") sets forth the terms and conditions for your ("Customer" or "you") access to and use of the Platform (defined below) offered by Elicit Research, PBC ("Elicit"). This Agreement 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. We reserve the right, in our sole discretion, to change provisions of this Agreement at any time with or without notice. If we do this, we will post the new version of this Agreement on our Site and will endeavor to notify you by email, utilizing the most recent email address (if any) associated with your account. We will indicate at the top of this Agreement the date it was last revised. Any new or different terms are effective upon posting and your continued use of the Platform after such posting constitutes your acceptance of the new Agreement, which will apply to your use of the Platform following such posting. If you do not agree to abide by any version of this Agreement, you may not use or access (or continue to use or access) the Platform. It is your responsibility to regularly review the Agreement to determine if there have been changes. 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:
"Authorized User" means an individual authorized by Customer to access the Platform, as identified through an individual User Login, and that has agreed to the Terms of Service (as defined below).
"Content" refers collectively to the model Outputs and Customer Material.
"Customer Materials" means all data, information and materials provided to Elicit by Customer or on Customer's behalf in connection with Customer's use of Platform.
"Documentation" means the documentation accompanying the Platform and made available by Elicit at help.elicit.com.
"Initial Term" means the duration that Customer and Customer's Authorized Users are authorized and licensed to access and utilize the Platform, as set forth below.
"Output" means the results generated by the Platform based upon Customer's input of Customer Materials in the form of a query.
"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.
"Team" means the collection of Authorized Users (as well as yourself) utilizing the Platform under your invitation.
"Team Admin" means you, the individual with administrative abilities within the platform, such as the ability to invite and deactivate Authorized Users.
"Terms of Service" means the terms of service that must be accepted by Authorized Users through the Platform onboarding process, the current version of which as of the Effective Date is located at elicit.com/operations/team-terms.
"Third-Party Services" means connections and/or links to third party websites and/or products or services that Elicit enables Customer or Customer's Authorized Users to view or access through the Platform, including, without limitation, via application programming interfaces, workflows or webhooks.
"User Login" a unique username and password provisioned on an Authorized User-by-Authorized User basis.
2. Platform and Support.
Elicit shall provide the Platform as defined above. Customer acknowledges and agrees that Customer is solely responsible for Authorized User's use of the Platform and all use of the Platform through Customer's access credentials. The acts and omissions of all Authorized Users shall be deemed acts and omissions of Customer hereunder. In connection with Customer'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. Customer is responsible for complying with all applicable third-party terms, policies, and licenses governing Customer's access and use of Third-Party Services.
3. Fees and Payment.
(a) Payment Terms
All charges and, if applicable, fees and taxes will be as presented to you by Elicit at the time of your initial purchase ("Fees") are due and payable at the time of purchase, or as otherwise presented to you at the time of your purchase. Fees and taxes that you may be required to pay under local law but which are not presented and charged by Elicit remain your responsibility. You will be required to choose the number of licenses (or seats) you wish to purchase, and the number chosen will impact your Fees. Customer agrees to act in compliance with all state, federal and international laws, rules and regulations in connection with any such payment.
(b) Paid Subscriptions
In the event that you have selected a paid subscription for the Platform ("Paid Subscription"), you agree that we may charge to your credit card (or other approved payment mechanism selected by you) all amounts due and owing for the Paid Subscription, including subscription fees, taxes and any other fee or charge associated with the Paid Subscription, as set forth in the pricing plan selected by you at the time of purchase. You agree that these charges to your payment method will occur on a regular cadence, either monthly or annually or as otherwise presented to you at time of purchase, and you hereby permit us to make such charges. Your Paid Subscription is subject to any terms, conditions and restrictions presented to you around the time of purchase. Unless stated otherwise, all fees and charges shown by us are exclusive of taxes and regulatory fees. All payments made by you with respect to a Paid Subscription under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including domestic or cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement and the applicable Pricing Plan. You agree that in the event we are unable to collect fees and charges owed under this Agreement through your credit card (or other approved payment mechanism), we may take any other steps we deem necessary to collect such fees and charges from you and that you will be responsible for all costs and expenses incurred in connection with such collection activity, including collection fees, court costs and attorneys' fees. You further agree that we may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due. Unless otherwise represented to you at the time of purchase, you may cancel your Paid Subscription at any time. If you cancel your Paid Subscription, you will not be billed for any additional further periods, and your Paid Subscription will continue until the end of the then-current Paid Subscription term following which your account shall revert to a free account, subject otherwise to this Agreement. If you cancel your Paid Subscription, you will not receive a refund of any amounts which you have already paid, or be relieved of your obligation to pay amounts due.
4. Term and Termination.
(a) Term
This Agreement shall commence on the Effective Date and shall continue for such time as otherwise presented to you at the time of purchase, typically monthly or annually based on which subscription length you chose (the "Initial Term"). Upon expiration of an Initial Term - as set and each Subsequent Term (defined below) the term of this Agreement will automatically renew for an additional term of equal length to the Initial Term ("Subsequent Term(s)") unless or until you cancel your subscription, which you may do from your account settings page. Any such cancellation will only come into effect at the end of the then current term, and unless otherwise stated herein, no refunds will be provided by Elicit for amounts already paid. The Initial Term and any Subsequent Terms, together, constitute the "Term."
(b) Termination
Either party may terminate this Agreement upon prior written notice to the other party if: (i) 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; or (ii) such other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Additionally, Elicit may suspend Customer's access to the Platform and/or terminate this Agreement, upon written notice to Customer: (A) if Customer fails to pay any amount due, and such failure continues more than thirty (30) days after delivery to Customer of written notice of such failure; (B) in the event that Elicit believes, in Elicit's sole but reasonable discretion, that Customer 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 Customers, in which case Elicit will refund to Customer any applicable Fees already paid toward unused portions of any then-current term. In the case of subsections (B) and (C), Elicit shall provide written notice of such suspension as soon as reasonably practicable, and in the case of subsections (A) and (B), Elicit shall lift any suspension as soon as the reason for such suspension is remedied to Elicit's reasonable satisfaction.
(c) Effects of Termination
Upon termination or expiration of this Agreement, all licenses set forth thereunder and hereunder shall terminate, and Customer's right to access the Platform shall cease. In the event that this Agreement is terminated by Customer pursuant to Section 4(b) or by Elicit pursuant to Section 10(a): (i) Customer will not be obligated to pay any additional amounts specified following the effective date of such termination; and (ii) Elicit will refund Customer the pro-rata amount of any subscription Fees that Customer has actually pre-paid to Elicit covering the remainder of the Term following the effective date of such termination. In all other cases, Customer will not be entitled to a refund of Fees paid and any unpaid Fees outstanding will become immediately due and payable.
5. Confidential Information.
To the extent a party ("Discloser") discloses to the other party ("Recipient") information in connection with this Agreement, whether disclosed prior to, on, or after the Effective Date, and which is either marked as confidential (or words of similar import) or is of a nature or disclosed in such a manner as would put a reasonable person on notice as to the confidential or proprietary nature of the information (collectively, "Confidential Information"), the Recipient will protect such Confidential Information from unauthorized use, access or disclosure in the same manner as Recipient protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, the Recipient may use the Discloser's Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information: (i) solely to Recipient's employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; or (ii) as necessary to comply with any applicable law or regulation. The provisions of this Section 5 shall control over any non-disclosure agreement by and between the parties entered into prior to the Effective Date and any such non-disclosure agreement shall have no further force or effect with respect to the exchange of Confidential Information after the execution of this Agreement. The foregoing shall not apply to information that: (A) is publicly known at the time of disclosure or subsequently becomes publicly known other than through a breach of this Section 5; (B) is lawfully received by Recipient from a third party not subject to confidentiality terms with the Discloser with respect to such information; or (C) was independently developed by the Recipient without reference to the Discloser's Confidential Information, as established by the written records of the Recipient. In the event Discloser's Confidential Information is required to be disclosed by Recipient under a legal requirement, Recipient shall: (I) give the Discloser reasonable written notice prior to disclosure pursuant to such requirement (unless prohibited by such requirement); (II) use diligent efforts to limit disclosure and to obtain confidential treatment or a protective order and allow the Discloser to participate in the proceeding; and (III) comply with any applicable protective order or equivalent. Customer acknowledges and agrees that the Platform pricing terms, as well as any Documentation Elicit provides for or in connection with the Platform (in whatever form), as well as the Platform itself, shall be deemed Elicit's Confidential Information.
6. Ownership, Security and Privacy of Content
(a) Ownership and License
As between Customer and Elicit, and to the extent permitted by applicable law, the Content is and shall remain Customer's property. Customer hereby grants Elicit a perpetual and irrevocable, worldwide, transferable and sub-licensable, fully-paid license to use, copy, modify, and make derivative works of the Content in order to provide, maintain, develop, improve the Platform and Elicit's other products and services, comply with applicable law, enforce Elicit's terms and policies, and to keep the Platform safe. Customer acknowledges that Elicit collects and aggregates data concerning Platform user behavior, traffic and other interactive and telemetric information. Customer agrees that both during and after the Term, Elicit may retain and use all such data to improve and market the Platform and Elicit's services. Additionally, Customer acknowledges that the Platform and its underlying technology is improved and enhanced through the processing of Customer Materials and the generation of Output, and that such improvements and enhancements Elicit may make are the sole and exclusive property of Elicit. Customer agrees that Elicit may list Customer as a customer and/or use Customer's logo for Elicit's promotional purposes, and hereby grants Elicit the limited license to do so.
(b) Personal Information and Data Protection
Customer and Elicit each hereby acknowledge that certain personal information may be transmitted by either Customer or Authorized Users in the course of their usage of the Platform and thereby agree to comply with all respectively applicable provisions of Elicit's Data Protection Agreement, which can be found at elicit.com/operations/dpa, and which is hereby incorporated into this Agreement.
7. License to Platform; Elicit's Intellectual Property.
(a) Elicit Intellectual Property
Elicit owns all intellectual property rights in and to the Platform, including any and all modifications, enhancements, improvements, adaptations, translations, and derivative works thereof and thereto, unless otherwise stated herein. Other than the limited license right to utilize the Platform, nothing contained in this Agreement shall be construed as granting Customer or any Authorized User any other rights or title in or to the Platform.
(b) Usage License
Subject to the terms and conditions of this Agreement, Elicit hereby grants Customer a limited scope, nonexclusive, nontransferable license for Customer to use and access the Documentation and Platform, during the Term of this Agreement, and solely for Customer's business purposes. Customer agrees and acknowledges that each User Login shall only be used by one (1) designated individual End User. Customer shall administer the registration and password access for User Login credentials of Customer's Authorized Users.
(c) Restrictions
Customer shall not do, attempt to do, nor permit any person or entity to do, any of the following: (i) create or recreate the source code for any underlying software and technology relating to the Platform, or re-engineer, reverse engineer, decompile or disassemble any such underlying software and technology; (ii) copy, modify, adapt, translate or create derivative works based upon any such underlying software and technology; (iii) remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Platform or any Documentation; or (d) sublicense, sell, lease, rent, timeshare or otherwise transfer, or pledge as security, the Platform or its access thereto. All rights (including all intellectual property rights) to and/or with respect to any items, materials or services relating to the Platform not expressly licensed by Elicit hereunder, are expressly and exclusively retained by Elicit.
(d) Feedback
Customer hereby grants Elicit a royalty-free, worldwide, perpetual, irrevocable license to use or incorporate into the Platform and Elicit's services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or on Customer's behalf.
(e) Acceptable Use
Without limiting the generality of any restrictions otherwise set forth in this Agreement, in connection with the use of the Platform, neither Customer nor any Authorized User shall: (i) send, upload, create, or distribute any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content or information; (ii) create or distribute any malware, virus, worm, Trojan horse, or any other items of a harmful or deceptive nature; (iii) conduct or encourage illegal activity, including fraud, pyramid schemes, illegal peer-to-peer file sharing, or any other activity that is prohibited by applicable law; (iv) create or transmit content or information that is or could be harmful to minors; (v) misrepresent the identity of Customer, any Authorized User, or the source of any of Customer Materials; (vi) unlawfully transmit any proprietary information or data, or any other intellectual property, without the valid consent or license from the owner thereof; (vii) use the Platform to violate the legal rights of others; (viii) interfere with other users' use or enjoyment of the Platform; or (ix) use any part of the Platform in connection with an effort to generate or facilitate "spam" (i.e., unsolicited commercial email), including: (A) sending email in violation of the CAN-SPAM Act or any other applicable anti-spam law; (B) sending unsolicited emails to a significant number of email addresses that belong to people or entities with whom you have no pre-existing relationship or who have requested that you not send them emails; and (C) disclosing the email address or other personal information of any person, entity, or Team without their knowledge and consent to such disclosure. Customer shall be liable for the acts and omissions of all members of any Authorized Users.
8. Warranties and Disclaimers.
(a) Warranties
Each party represents and warrants that: (i) to the extent it is a corporate entity, it is an entity duly organized, validly existing, and in good standing under the laws of its formation, and has obtained and will maintain all necessary licenses, registrations, and approvals required to carry out its obligations under this Agreement; (ii) it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder, and the individual signing on its behalf is duly authorized to do so; (iii) the execution, delivery, and performance of this Agreement will not conflict with or violate any organizational documents (if applicable), any judgment, order, statute, or regulation applicable to it, nor breach or result in a default under any contract or agreement to which it is a party; (iv) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms, subject to applicable laws relating to bankruptcy, insolvency, and the enforcement of creditors' rights generally; (v) as of the Effective Date, it is not aware of any fact or circumstance, and there is no pending or threatened action, claim, or proceeding, that would impede or prohibit its performance under this Agreement; (vi) it is in compliance with all applicable laws, regulations, and ordinances required to perform its obligations under this Agreement and has not received any unresolved notice alleging non-compliance; and (vii) there are no pending or, to its knowledge, threatened actions or proceedings before any court or regulatory authority that would materially affect its ability to enter into this Agreement or perform any obligations hereunder. Additionally Elicit warrants that: (x) the Platform will perform materially in accordance with the specifications set forth in the Documentation and in accordance with this Agreement.
(b) Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE PLATFORM OR SERVICES OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, OR OTHERWISE (INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT) ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS AGREEMENT, ELICIT MAKES NO REPRESENTATION OR WARRANTY, AND HAS NO SUPPORT OBLIGATIONS OR LIABILITY, WITH RESPECT TO ANY THIRD-PARTY SERVICES, AND CUSTOMER ACKNOWLEDGES THAT ELICIT DOES NOT WARRANT THAT THE PLATFORM: (i) WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS; (ii) OPERATE WITHOUT INTERRUPTION; (iii) ACHIEVE ANY INTENDED RESULT; (iv) BE ERROR FREE; OR (v) BE COMPATIBLE, WORK WITH OR CONTINUE TO WORK WITH ANY THIRD-PARTY SERVICES. NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM ELICIT OR THROUGH ANY RELATED SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. CUSTOMER EXPRESSLY ACKNOWLEDGES THE INHERENT PROBLEMS OF INACCURACY AND INCOMPLETENESS THAT ARE ENTAILED BY USE OF GENERATIVE AI AND UNDERSTANDS THAT ELICIT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR APPROPRIATENESS OF THE OUTPUT.
9. Limitation of Liability.
(a) Consequential Damages
UNDER NO CIRCUMSTANCES WILL EITHER PARTY, ITS SUPPLIERS OR AFFILIATED PERSONS OR ENTITIES BE LIABLE - WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE - FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING CLAIMS FOR LOSS OF DATA, USE OF OR INABILITY TO USE THE PLATFORM, INTERRUPTION IN USE OR AVAILABILITY OF DATA OR THE SPECIFIC RESULTS OBTAINED THROUGH THE USE OF THE PLATFORM) ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR REMEDY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHERWISE; AND
(b) Aggregate Liability
IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH CUSTOMER, ELICIT, ELICIT'S SUPPLIERS AND AFFILIATED PERSONS MAY INCUR IN ANY ACTION OR PROCEEDING ARISING HEREUNDER EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO ELICIT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY ALLOCATES THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE EXCLUSIONS IN DETERMINING TO ENTER INTO THIS AGREEMENT AND THE PRICING FOR CUSTOMER'S ACCESS TO THE PLATFORM.
10. Indemnification.
(a) Elicit Indemnification
Elicit will indemnify, defend and hold Customer harmless from and against all claims, suits and/or proceedings brought by any third party against Customer alleging infringement of such third party's intellectual property rights by the functionality provided by the Platform, including with respect to any resulting liabilities, losses, damages and costs awarded by a court or included as part of a final settlement, as well as reasonable attorneys' fees, in connection with the foregoing; provided (i) that Customer promptly notifies Elicit, in writing, of any such claim, suit or proceeding; (ii) cooperates reasonably with Elicit, at Elicit's expense, in the defense and settlement thereof; (ii) that Customer allows Elicit to control the defense and settlement thereof; and (iii) that Customer in no way contributed to the alleged infringement, including by Customer's submission of Customer Materials to the Platform without appropriate license or permission to do so. If any such infringement claim with respect to the Platform may be or has been asserted, Customer will allow Elicit, at Elicit's option and expense, to: (A) procure for Customer the right to continue using the Platform; (B) replace or modify the Platform to eliminate the infringement while providing functionally equivalent performance; or (C) terminate this Agreement in exchange for a refund of the pro-rata portion of Fees that Customer has actually paid to Elicit corresponding to periods following such termination. Elicit's obligations under this Section 10(a) shall not apply to any claims based upon: (I) any materials, software or other information that have been altered by Customer or any party other than Elicit; (II) the combination of the Platform with any items not provided or required by Elicit, in writing (including in the Documentation); or (III) use of the Platform or any such materials, software or information after termination pursuant to sub-section (C) above. This Section 10 states Customer's exclusive remedy and Elicit's sole liability in connection with any claim of infringement or misappropriation of intellectual property rights.
(b) Indemnification by Customer
Customer will indemnify, defend, and hold Elicit harmless from and against all claims, suits and/or proceedings brought by any third party against Elicit, including with respect to any resulting liabilities, losses, damages and costs awarded by a court or included as part of a final settlement, as well as reasonable attorneys' fees, in connection with or arising out of Customer's or Authorized User's use of the Platform, or alleging that Customer Materials or the results obtained through or generated by Customer's use of the Platform infringes or misappropriates such third party's intellectual property rights; provided that Elicit: (i) promptly notifies Customer, in writing, of any such claim, suit or proceeding; (ii) cooperates reasonably with Customer, at Customer's expense, in the defense and settlement thereof; and (iii) allows Customer to control the defense and settlement thereof.
(c) Mutual Indemnities
Each party ("Indemnifying Party") will indemnify, defend, and hold harmless the other ("Indemnified Party") from and against all claims, suits and/or proceedings brought by any third party against the Indemnified party, including with respect to any resulting liabilities, losses, damages and costs awarded by a court or included as part of a final settlement, as well as reasonable attorneys' fees, in connection with or arising out of the Indemnifying Party's breach of a material provision of this Agreement, violation of applicable law or regulation, fraud, gross negligence, and knowing misconduct, provided that the Indemnified Party: (i) promptly notifies the Indemnifying Party, in writing, of any such claim, suit or proceeding; (ii) cooperates reasonably with the Indemnifying Party, at Indemnifying Party's expense, in the defense and settlement thereof; and (iii) allows the Indemnifying Party to control the defense and settlement thereof.
11. Miscellaneous.
(a) Independent Parties/Third Party Beneficiaries
Customer and Elicit are independent parties. Nothing in this Agreement will be construed to make either party an agent, employee, franchisee, joint venturer or legal representative of the other party. Neither party will either have, or represent itself to have, any authority to bind the other party or act on its behalf. Nothing in this Agreement is intended or shall be construed as a third party beneficiary agreement, nor shall this Agreement confer, convey or be deemed to accord any rights to any third party.
(b) Force Majeure
Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes (including public health emergencies such as epidemics and pandemics), or governmental acts or omissions, laws or regulations, wars, insurrections, acts of terrorism (including cyber), third party hacks and intrusions, epidemics or pandemics, infectious diseases and/or any other cause beyond the reasonable control of the party whose performance is affected. These causes will not excuse Customer from paying amounts due under this Agreement.
(c) Notices
Any notice under or in connection with this Agreement shall be in writing. Such notices to Elicit shall be sent to [email protected], and notices to you shall be sent to the email address associated with your Elicit account. All notices shall be deemed to have been sufficiently given upon delivery, or in the case of email one day following its sending.
(d) Assignment
Customer may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without Elicit's prior written consent, which will not be unreasonably withheld. Elicit may assign this Agreement to any affiliate or in connection with any merger, reorganization, acquisition or other transfer of all or substantially all of Elicit's assets or voting securities or similar change of control transaction. Any assignment or attempt to do so other than as provided in this Section 11(d) will be void.
(e) Waiver, Modification, Severability, Cumulative Remedies, Agreement Drafting, Construction
Waiver. The waiver by either party of any of its rights or remedies in a particular instance will not be deemed a waiver of the same or different right or remedy in subsequent instances.
Severability. If any provision of this Agreement is held to be invalid, it shall either be: (A) revised only to the extent necessary to make it enforceable, and such revision shall not affect the enforceability: (I) of such provision under other circumstances; or (II) of the remaining provisions hereof under any circumstances; or (B) if such revision is not possible, severed from this Agreement and the remainder of this Agreement shall continue in full force and effect.
Cumulative Remedies. Except as expressly provided to the contrary herein, all remedies set forth in this Agreement are cumulative and not exclusive of any other remedies at law or in equity, statutory or otherwise.
Agreement Drafting. Each party has had the opportunity to consult legal counsel with respect to the terms and conditions of this Agreement. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party.
Construction. Words importing the singular include the plural, words importing any gender include every gender and words importing persons include entities, corporate and otherwise; and (in each case) vice versa. The section headings are for ease of reference only and shall not affect the interpretation or construction of this Agreement. Whenever the terms "including" or "include" are used in this Agreement in connection with a single item or a list of items within a particular classification (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.
(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 declaratory 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.
(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 Customer 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 Customer 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 Customer 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]
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