Terms of Service

Elementics develops and operates a software platform designed to support scientific and technical research workflows through AI-assisted reasoning, structuring, and analysis.

The Services provide a flexible research environment for working with scientifically meaningful content, including research inputs, methods, data, interpretations, and results, across a wide range of scientific and industrial R&D use cases.

Subject to your compliance with these Terms, Elementics grants you a limited, non-exclusive, non-transferable, and revocable right to access and use the Services for lawful research, analytical, and related professional purposes.

Outputs are provided solely to assist human reasoning, exploration, and analysis. They are not intended to replace, and do not replace, professional judgment, laboratory validation, safety review, regulatory assessment, or expert oversight.

You acknowledge and agree that the Services operate using automated, language-based artificial intelligence systems that generate Outputs based on statistical patterns, correlations, and probabilistic inference, rather than through comprehension, awareness, or understanding of real-world conditions or consequences.

Accordingly, you acknowledge that:

• (i)Outputs may be incomplete, inaccurate, misleading, outdated, biased, or otherwise unsuitable for a particular purpose;
• (ii)the Services rely on predefined model architectures, training processes, and algorithms that may produce repetitive, formulaic, or contextually inappropriate results, and may struggle with tasks requiring judgment, discretion, or complex reasoning;
• (iii)the Services may reflect limitations or biases present in underlying training data or system design; and
• (iv)the Services do not possess independent understanding, intent, or evaluative capability with respect to physical, chemical, biological, regulatory, or commercial realities, and do not perform validation, verification, safety review, regulatory analysis, compliance assessment, or suitability determinations of any kind.

You are solely responsible for evaluating, verifying, and determining the appropriateness of any Output for your intended use, and for ensuring that any actions taken based on Outputs, including research planning, experimental execution, documentation, reporting, intellectual property decisions, or commercialization, comply with all applicable laws, regulations, safety standards, and professional best practices.

Except and solely to the extent a restriction is unenforceable under applicable law, you will not:

• (i)reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or discover the source code, underlying models, system architecture, or non-public interfaces of the Services;
• (ii)copy, reproduce, modify, adapt, translate, or create derivative works of the Services or any portion of the Services, except as expressly permitted by these Terms;
• (iii)rent, lease, sublicense, sell, resell, assign, distribute, share credentials for, or otherwise make the Services available to any person or entity (including through shared or pooled accounts) other than as expressly authorized under these Terms;
• (iv)remove, obscure, or alter any proprietary notices, attribution, branding, or legal notices displayed in or associated with the Services;
• (v)use the Services, Outputs, or Usage Data to develop, train, fine-tune, validate, or improve any product, service, or model that competes with Elementics, or to perform model extraction, reconstruction, distillation, or any attempt to replicate the Services or their underlying components;
• (vi)interfere with, bypass, disable, or compromise any security feature, access control, rate limit, safeguard, or technical restriction of the Services, including through prompt injection, instruction manipulation, or attempts to override or circumvent system safeguards or usage policies, or attempt to gain unauthorized access to the Services or related systems;
• (vii)publish, disclose, or provide benchmark, performance test, or comparative evaluation results regarding the Services unless you also provide sufficient detail for an independent third party to replicate the methodology and results;
• (viii)scrape, harvest, crawl, or extract data, content, or information from the Services other than through features and interfaces expressly provided by Elementics for that purpose;
• (ix)use the Services in a manner that infringes, misappropriates, or otherwise violates any third party's rights (including intellectual property, confidentiality, privacy, or contractual rights), or that violates applicable laws or regulations;
• (x)submit, upload, or otherwise provide to the Services any information that is subject to heightened legal or regulatory protections (beyond general personal data requirements) unless Elementics has expressly agreed in writing to accept and process such information; or
• (xi)attempt to do, or assist or enable any other person to do, any of the foregoing.

You are responsible for all activity conducted through your account and for ensuring that anyone who accesses the Services through your account (including your employees, contractors, or other authorized users) complies with these restrictions.

If you become aware of any unauthorized access to or use of the Services, you will promptly notify Elementics and cooperate reasonably to prevent or terminate such access or use to the extent within your control. Any violation of this Section 1.5 may result in suspension or termination of access to the Services in accordance with Section 9.

The Services are intended to support lawful and responsible scientific and technical research. You agree to use the Services only in compliance with these Terms, applicable laws and regulations, and generally accepted scientific and safety standards.

Without limiting the foregoing, you will not use, and will not permit others to use, the Services, Customer Research Content, Outputs, or Usage Data:

• (i)for any illegal, unlawful, or prohibited purpose, including in violation of laws relating to chemical safety, hazardous materials, controlled substances, export controls, or sanctions;
• (ii)to research, design, develop, synthesize, scale, or optimize hazardous, restricted, or prohibited substances, processes, or entities in a manner that violates applicable law or presents a reasonably foreseeable risk of harm;
• (iii)to generate or operationalize instructions, methodologies, or protocols intended to facilitate real-world harm or misuse of scientific knowledge;
• (iv)to circumvent, defeat, or undermine safety controls, usage restrictions, or technical safeguards implemented by Elementics; or
• (v)in a manner that Elementics reasonably determines poses a risk to safety, security, legal compliance, or the responsible operation of the Services.

You acknowledge that the Services do not perform regulatory, safety, or compliance assessments, and that you remain solely responsible for evaluating the legality, safety, and appropriateness of any use of the Services or Outputs.

Elementics may suspend, restrict, or terminate access to the Services if it reasonably believes that this Section has been violated.

From time to time, Elementics may make certain features, tools, or services available on a beta, pilot, early access, evaluation, experimental, or similar basis ("Beta Features"). Beta Features will be identified as such within the Services or in related communications.

Your use of Beta Features is entirely optional. Beta Features are provided solely for evaluation and testing purposes, are not intended for production or operational use, and may be incomplete, unstable, or subject to change.

Beta Features may be modified, suspended, or discontinued at any time, and Elementics makes no commitment to make any Beta Feature generally available.

Beta Features are provided "as is" and "as available," without warranties, service-level commitments, support, maintenance, or guarantees of availability, durability, or data retention.

You acknowledge that, due to the nature of machine learning systems, similar or identical inputs may result in similar or identical outputs for different users.

Any such similarity does not imply that your Customer Research Content or Outputs have been accessed, reused, learned from, or disclosed for the benefit of any other user.

Certain features or portions of the Services may be offered on a paid basis ("Paid Services").

Before you are charged any fees, you will be presented with the applicable pricing, billing terms, and payment details, and you must affirmatively accept such terms. By enrolling in or using Paid Services, you agree to pay all applicable fees in accordance with the pricing and payment terms presented to you.

Unless otherwise expressly stated in these Terms, in the applicable ("Merchant of Record" or "MoR") Terms, or required by applicable law, all fees are quoted and payable in U.S. Dollars and are refundable only if a refund request is submitted within seven (7) days of the initial purchase.

The pricing, billing, and payment terms set forth in this Section 4 may be supplemented or modified by additional terms specified in an applicable order form, subscription plan, or other written agreement between you and Elementics.

Elementics determines the pricing for the Services and may update pricing from time to time. While Elementics makes reasonable efforts to keep published pricing information current, you are responsible for reviewing the applicable pricing in effect at the time you enroll in or use any Paid Services.

Elementics may modify fees for the Services, introduce new charges, or change pricing structures upon reasonable advance notice. Such notice will be provided at least seven (7) days in advance, and may be provided through the Services, via email, or through other reasonable means. Any updated pricing will apply only to future charges and not retroactively.

If you continue to use the Paid Services after a pricing change becomes effective, you agree to pay the updated fees.

You are responsible for all taxes, duties, levies, or similar governmental charges associated with your use of the Services, excluding taxes based solely on Elementics' net income.

Elementics may, in its discretion, offer promotional pricing, discounts, or feature variations to certain users or customer segments. Such offers apply only to the users to whom they are made and do not modify these Terms or apply retroactively unless expressly stated.

Payment for Paid Services is processed through a third-party merchant of record ("Merchant of Record" or "MoR") authorized by Elementics, as required, to handle billing, payment collection, tax calculation and remittance, refunds, chargebacks, and other transaction-related services in connection with the Services.

The applicable MoR acts as the seller of record to you for Paid Services. Payment and transaction services are therefore subject to the MoR's applicable terms, conditions, and policies, including its end-user terms and privacy policy, as may be updated from time to time (collectively, the "MoR Terms"). By purchasing or using Paid Services, you agree to be bound by the MoR Terms in addition to these Terms.

You authorize the applicable MoR to charge your selected payment method for all applicable fees, including recurring charges where applicable, and to store and continue billing your payment method as permitted under the MoR Terms, including through card update mechanisms, in order to avoid interruption of access to Paid Services.

Elementics does not directly process payment card or banking transactions and does not store your full payment card or banking details. Except to the extent required by applicable law, Elementics is not responsible or liable for payment processing, tax calculation or collection, refunds, chargebacks, or other transaction handling performed by the Merchant of Record.

A subscription begins on the date you first enroll in the applicable Subscription Service (the "Subscription Start Date") and continues for the subscription term selected at the time of purchase or initiation (the "Initial Term"). Unless you cancel the Subscription Service or it is terminated in accordance with these Terms, the subscription will automatically renew for successive terms of the same duration as the Initial Term (each, a "Renewal Term").

By activating a Subscription Service, you authorize Elementics' Merchant of Record to charge your designated payment method for all applicable subscription fees, taxes, and other charges on a recurring basis, beginning on the Subscription Start Date and on each subsequent renewal date, until the subscription is canceled.

The applicable recurring fees for Subscription Services are disclosed at the time of purchase or within the Services. Charges for each Renewal Term are billed in advance, unless otherwise specified.

Cancellation becomes effective at the end of the then-current subscription term. Except as otherwise provided in these Terms, including the limited refund window described in Section 4.1, in the applicable MoR Terms, or as required by applicable law, fees already paid are non-refundable.

If any fees owed for Paid Services are not paid when due, whether as a result of failed payments, chargebacks, refunds, or other payment disputes, Elementics may suspend or restrict your access to the Services, including paid features, until all outstanding amounts are paid in full.

You are responsible for any additional fees, charges, or costs incurred as a result of failed payments, chargebacks, or collection efforts, including fees imposed by the Merchant of Record or payment providers, to the extent permitted by applicable law.

If your designated payment method becomes invalid, expires, or cannot be charged at the time a payment or renewal is due, or if the Merchant of Record restricts, reverses, or withholds payment in connection with your account, Elementics reserves the right to suspend or terminate access to the Services. In such cases, Elementics may, subject to applicable law, delete or permanently remove your account and associated data after a reasonable period, and will have no obligation to retain such data following such suspension or termination.

Nothing in this Section limits Elementics' right to pursue any other remedies available under these Terms or applicable law.

Elementics and its licensors retain all right, title, and interest in and to the Services, including all underlying software, models, algorithms, workflows, system architectures, interfaces, documentation, and other technology that comprise or enable the Services, as well as all improvements, enhancements, modifications, and derivative works thereof.

Except for the limited rights expressly granted to you under these Terms, no rights or licenses are granted by Elementics, whether by implication, estoppel, or otherwise. Elementics reserves all rights in and to the Services not expressly granted in these Terms.

As between you and Elementics, you also own the Outputs generated for you through the Services to the extent such Outputs are specific to, contextualized by, or preserve the scientific, technical, or research substance of your Customer Research Content.

Except for the foregoing ownership rights in Customer Research Content and Outputs, Elementics retains all right, title, and interest in and to the Services and all underlying and related technology, including all software, models, workflows, system architectures, algorithms, improvements, enhancements, and derivative works thereof.

If you choose to provide comments, suggestions, ideas, or other feedback regarding the Services ("Feedback"), you grant Elementics a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to use, and incorporate, such Feedback for any purpose, without restriction or obligation to you.

Feedback is provided voluntarily and does not include Customer Research Content or Outputs unless permission is granted by the User.

If you are using a free or freemium version of the Services, you grant Elementics a non-exclusive, worldwide right to use your Customer Research Content and Outputs to operate, maintain, evaluate, and improve the Services, including for training and improving Elementics' models.

This use reflects the value exchange underlying free and freemium access to the Services.

Elementics may collect and use Usage Data for internal business purposes, including to operate, secure, analyze, maintain, and improve the Services, and to develop, evaluate, and enhance the functionality, performance, and reliability of the Services.

Elementics may use Usage Data to understand and improve how users interact with the Services, including by analyzing non-scientific, non-semantic interaction patterns, workflow structure, feature usage, and system performance signals.

Elementics may disclose Usage Data only in aggregated or de-identified form that does not identify you or any individual user.

You may not assign or transfer these Terms, in whole or in part, without Elementics' prior written consent. Elementics may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

Any attempted assignment in violation of this Section will be null and void.

The failure of Elementics to enforce any provision of these Terms will not constitute a waiver of future enforcement of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of Elementics.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be enforced to the maximum extent permitted by law.