Eldil Corp. Terms of Service
Last Updated: July 1, 2025
1. Acceptance
By creating an account, clicking “I Agree,” executing an Order, or otherwise accessing Eldil Corp's software, APIs, dashboards, websites, or related services (collectively, the “Services”), you (“Customer”) accept this legally binding agreement (the “Agreement”) and the Eldil.ai Privacy Policy. If you do not agree, do not use the Services.
2. Definitions
“Affiliate” – any entity that controls, is controlled by, or is under common control with a party.
“Order” – an online sign‑up page, pricing plan selection, or written ordering document identifying the Services, subscription tier, usage limits, and fees.
“Output” – text, images, or other material generated by the Services.
“Customer Data” – content, prompts, or data submitted to the Services by Customer or its users.
“Documentation” – Eldil Corp's then‑current technical and usage guides.
“Laws” – all applicable local, state, federal, and international laws, regulations, and self‑regulatory rules.
3. Eligible Accounts
Customer represents that its signatory is at least 18 years old and has authority to bind Customer. Customer must provide accurate registration information and keep credentials confidential. Customer is responsible for all activity under its account.
4. Subscriptions, Fees, and Taxes
4.1 Subscription Term. Services are purchased on a subscription basis beginning on the start date specified in the Order and renewing automatically for successive periods equal to the initial term unless either party cancels through the account portal or written notice at least 30 days before the next renewal.
4.2 Fees. Fees are set forth on the current Pricing Page or in the Order and are charged in advance by credit card or other approved method. Eldil Corp. may change pricing for upcoming terms with at least 30 days’ email notice to the billing contact.
4.3 No Refunds. Except as expressly required by law, all payments are non‑refundable and non‑creditable.
4.4 Taxes. Fees are exclusive of all taxes, and Customer is responsible for all sales, use, VAT, GST, or similar taxes except those based on Eldil Corp's net income.
5. License and Usage Limits
5.1 License Grant. Eldil Corp. grants Customer a non‑exclusive, non‑transferable license to access and use the Services during the subscription term solely for Customer’s internal business purposes and in accordance with the Documentation and usage limits in the Order.
5.2 Seat & Prompt Limits. If Customer exceeds the limits in its plan, Eldil Corp. may invoice the applicable overage fees or require an upgrade.
5.3 Restrictions. Customer shall not (a) reverse‑engineer, decompile, or attempt to discover the source code; (b) circumvent usage limits; (c) resell or sublicense the Services; (d) use the Services to create or train competing AI models; or (e) use the Services in violation of Laws or third‑party rights.
6. Acceptable Use Policy
Customer will not use the Services to: (i) violate privacy, IP, or other rights; (ii) transmit malware, spam, or illegal content; (iii) generate or disseminate disinformation, hate speech, or content that exploits minors; (iv) engage in high‑risk activities where inaccurate Output could cause harm; or (v) perform penetration testing without Eldil Corp's written consent. Eldil Corp. may suspend the Services for AUP violations with or without notice.
7. Ownership
7.1 Eldil Corp. IP. Eldil Corp. and its licensors retain all right, title, and interest in the Services, Documentation, and underlying models. No rights are granted except as expressly stated.
7.2 Customer Data & Output. As between the parties, Customer owns Customer Data. Subject to payment of fees and compliance with this Agreement, Eldil Corp. assigns to Customer its interest in Output generated for Customer (excluding any Eldil Corp. or third‑party pre‑existing material embedded therein). Customer is responsible for reviewing Output for accuracy and legal compliance before use.
7.3 Feedback. Eldil Corp. may use feedback without obligation or attribution.
8. Confidentiality
Each party (“Recipient”) will use the other party’s confidential information solely to perform the Agreement and will protect it with reasonable care. Confidentiality obligations survive five (5) years after termination, except trade secrets remain protected indefinitely.
9. Data Security; Privacy; DPA
Eldil Corp. employs commercially reasonable technical and organizational safeguards. If Customer requires a data‑processing agreement under GDPR, CCPA, or similar laws, the Eldil Corp. Data Processing Addendum (“DPA”) is incorporated by reference upon Customer’s execution.
10. Third‑Party Services
Integrations or links to third‑party services are provided “AS IS.” Eldil Corp. assumes no responsibility for third‑party content or terms.
11. Beta or Preview Features
Beta features may be changed, suspended, or discontinued at any time and are provided AS IS WITHOUT WARRANTY OR SUPPORT. Use them at Customer’s own risk.
12. Representations & Disclaimers
12.1 Customer Warranty. Customer represents that it (a) has all rights to submit Customer Data, (b) will not infringe or violate any rights or Laws, and (c) will obtain all necessary consents for data processing.
12.2 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELDIL.AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING. THE SERVICES, OUTPUT, AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ELDIL.AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, OR PRODUCE PARTICULAR BUSINESS RESULTS (E.G., SEARCH RANKINGS, TRAFFIC, OR REVENUE).
13. Indemnification
Customer will defend, indemnify, and hold harmless Eldil Corp. and its Affiliates from and against all claims, damages, and expenses (including reasonable attorneys’ fees) arising out of: (a) Customer Data or use of Output; (b) Customer’s breach of the Agreement; or (c) Customer’s violation of Laws or third‑party rights.
14. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, Eldil Corp's TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO ELDIL.AI DURING THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. IN NO EVENT WILL ELDIL.AI BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN SUCH CASES LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED.
15. Termination & Suspension
Either party may terminate for material breach if not cured within 30 days’ written notice. Eldil Corp. may suspend or limit the Services immediately (i) to comply with Laws, (ii) to prevent harm or liability, or (iii) for non‑payment. Upon termination, Customer must cease use and, upon request, delete Eldil Corp. Confidential Information. Sections 7–9, 11–14, 16–22, and any accrued rights survive termination.
16. Government Use
The Services are “commercial computer software” and “commercial computer software documentation.” Absent a separate written agreement, U.S. Government users acquire only the rights expressly stated herein.
17. Export Compliance
Customer must comply with export and sanctions Laws and represents it is not named on any U.S. government denied‑party list or located in an embargoed country.
18. Publicity (Opt‑Out)
Eldil Corp. may identify Customer (name and logo) as a customer on its website and marketing materials. Customer may opt out at any time by emailing shawn@eldil.ai with subject line “Publicity Opt‑Out.”
19. DMCA Policy
If Customer believes content hosted by Eldil Corp. infringes copyright, send a notice to dmca@eldil.ai with all information required by
17 U.S.C. § 512(c)(3). Eldil Corp. will respond per the DMCA.
20. Force Majeure
Neither party is liable for failure to perform due to events beyond its reasonable control (e.g., natural disasters, labor disputes, internet outages, governmental acts).
21. Dispute Resolution; Arbitration; Class Action Waiver
Informal Resolution. Before filing a claim, the complaining party must send a written notice and attempt good‑faith negotiations for at least
30 days.
Binding Arbitration. If not resolved, any dispute arising under or related to this Agreement will be settled exclusively by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction.
Class Waiver. Disputes must be brought INDIVIDUALLY; parties waive any right to participate in a class, consolidated, or representative action or arbitration.
Equitable Relief. Either party may seek injunctive relief in court to protect IP or confidential information.
22. Governing Law & Venue
This Agreement is governed by the laws of the State of Delaware, without regard to conflict‑of‑laws principles. Subject to Section 21, courts in New Castle County, Delaware have exclusive jurisdiction.
23. Changes to the Services or Terms
23.1 Right to Modify at Will. Eldil.ai may amend, replace, or discontinue any portion of the Services, this Agreement, the Pricing Page, or any incorporated policy at any time, for any reason, without prior notice and in its sole and absolute discretion.
23.2 Effective Upon Posting. All modifications take effect immediately when posted at https://eldil.ai/terms-of-service or a successor URL (the “Site”) and apply to all access to and use of the Services thereafter.
23.3 Deemed Acceptance. Continued access to or use of the Services after a modification is posted constitutes irrevocable acceptance of the revised terms. If Customer objects to any change, Customer’s exclusive remedy is to stop using the Services and cancel its subscription within five (5) days after the modification’s posting. All fees already paid or payable remain non-refundable and fully earned by Eldil.ai.
23.4 Duty to Monitor. Customer agrees to review the Agreement and all incorporated documents no less than once every thirty (30) days and acknowledges that failure to do so does not excuse non-compliance.
23.5 Order of Precedence. In the event of any conflict between a revised version of this Agreement and any earlier version, the most recent version controls for all use of the Services occurring after its posting date.
24. Assignment
Customer may not assign or transfer this Agreement, by operation of law or otherwise, without Eldil Corp's prior written consent. Any attempted assignment in violation is void. Eldil Corp. may assign freely.
25. Entire Agreement; Order of Precedence
This Agreement, the Privacy Policy, any DPA, and each Order constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements. If there is a conflict, the Order controls, then this Agreement, then Documentation.
26. Severability; Waiver
If a provision is held unenforceable, the remainder remains in effect. Failure to enforce any provision is not a waiver.
27. Notices
Notices must be in writing and deemed given upon (i) personal delivery, (ii) five days after mailing postage prepaid, (iii) one business day after sending by recognized overnight courier, or (iv) email with confirmation of receipt to the addresses in the Order. Electronic notices from Eldil Corp. may be posted in the Services or emailed to the admin address on file.
28. Headings
Headings are for convenience only and do not affect interpretation.
29. At‑Will Services; Right to Refuse or Terminate
29.1 Right to Refuse Service. Eldil Corp. reserves the unconditional right—exercisable at any time, with or without notice, and in its sole and absolute discretion—to refuse, suspend, limit, or terminate access to any or all of the Services for any Customer, user, or account, for any reason or for no stated reason.
29.2 No Continued Availability Guarantee. Customer understands and agrees that (a) access to the Services is provided strictly on an at‑will basis; (b) Eldil Corp. is under no obligation to continue offering, supporting, or maintaining the Services (or any feature) for any particular Customer; and (c) Eldil Corp. shall not be liable to Customer or to any third party for exercising its rights under this Section.
29.3 Effect of Termination. Upon refusal or termination under this Section, all licenses and rights granted to Customer immediately cease, and Sections 7 (Ownership) through 14 (Limitation of Liability) and any other provisions that by their nature should survive will remain in effect. Customer is not entitled to any refund, credit, or other compensation unless expressly required by applicable law.
29.4 Precedence. To the extent of any conflict between this Section 29 and any other provision of the Agreement (including Section 15 "Termination & Suspension"), this Section 29 controls.
30 Output Review & Compliance
Customer Obligation to Vet Output. Customer acknowledges that the Services may generate synthetic or probabilistic content (“Output”) that could be inaccurate, misleading, or defamatory. Customer must independently review, fact-check, and approve all Output before any external display, publication, or other use.
Contact
Eldil Corp.
PO Box 143 Troy Idaho 83871
Email: shawn@eldil.ai
