Eldil Corp. Terms of Service

Eldil Corp. Terms of Service

Last Updated: February 16, 2026

1. Acceptance of Terms

By creating an account, executing an Order Form, clicking “I Agree,” or otherwise accessing or using Eldil Corp.’s generative engine optimization (“GEO”) software platform, APIs, dashboards, websites, documentation, and related services (collectively, the “Services”), Customer agrees to be bound by this Agreement, the Privacy Policy (available at https://eldil.ai/privacy), and any Order Form. If Customer does not agree, Customer must not access or use the Services.

This Agreement is entered into between Eldil Corp., a Delaware corporation (“Eldil,” “we,” “us”), and the entity or individual identified during account registration or on the Order Form (“Customer,” “you”).

2. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of voting securities.

“Authorized User” means any individual employee, contractor, or agent of Customer whom Customer permits to access the Services under Customer’s account.

“Customer Data” means all content, prompts, URLs, keywords, domain configurations, and other data submitted to the Services by or on behalf of Customer.

“Documentation” means Eldil’s then-current technical specifications, user guides, knowledge-base articles, and API references.

“Laws” means all applicable local, state, federal, and international laws, regulations, and enforceable industry standards.

“Order Form” means an online subscription sign-up page, pricing-plan selection, or mutually executed ordering document that identifies the Services, subscription tier, usage limits, fees, and term.

“Output” means text, reports, recommendations, analytics data, optimization suggestions, or other material generated by the Services in response to Customer Data.

“Professional Services” means implementation, onboarding, training, custom integration, or consulting services purchased under a separate Statement of Work (“SOW”).

“SLA” means the Service Level Agreement published at https://eldil.ai/sla, as updated from time to time.

3. Eligible Accounts

Customer represents and warrants that: (a) its signatory is at least 18 years of age and has authority to bind Customer; (b) registration information is accurate and will be kept current; and (c) Customer will keep all credentials confidential. Customer is liable for all activity under its account, including acts of Authorized Users.

4. Subscriptions, Fees, and Taxes

4.1 Subscription Term

Services are purchased on a subscription basis for the initial term stated in the Order Form (minimum 12 months for annual plans). Subscriptions auto-renew for successive periods equal to the then-current term unless either party provides written cancellation notice at least sixty (60) days before the next renewal date. For month-to-month plans, thirty (30) days’ notice is required.

4.2 Fees and Payment

Fees are as set forth in the Order Form or the then-current Pricing Page. All fees are invoiced in advance and due within thirty (30) days of invoice date (or charged to the payment method on file for self-service plans). Eldil may increase pricing for renewal terms upon at least sixty (60) days’ written notice prior to the renewal date. Unless otherwise stated in an Order Form, all fee commitments are non-cancelable and payment obligations are non-contingent on delivery of future functionality.

4.3 Overage Fees

If Customer exceeds the usage limits (e.g., API calls, tracked keywords, Authorized User seats, or domain scans) specified in its plan, Eldil will invoice overage fees at the rates published on the Pricing Page or stated in the Order Form. Overage invoices are due net-15. Eldil reserves the right to throttle or suspend the Services if overages remain unpaid for more than fifteen (15) days.

4.4 No Refunds

All fees are non-refundable and non-creditable except as expressly required by applicable law or as specified in the SLA (Section 5.4). Early termination does not entitle Customer to a prorated refund of prepaid fees.

4.5 Taxes

All fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, withholding, or similar taxes, excluding taxes based on Eldil’s net income. If Eldil is required to collect taxes, they will be added to the invoice.

4.6 Late Payments

Overdue amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer will reimburse Eldil for all reasonable collection costs, including attorneys’ fees.

5. Service Levels and Support

5.1 Uptime Commitment

Eldil targets 99.9% monthly uptime for the production Services, measured as described in the SLA. Scheduled maintenance windows (communicated at least 48 hours in advance) are excluded from uptime calculations.

5.2 Support Tiers

Support levels (Standard, Priority, or Premium) are determined by Customer’s subscription tier as described in the Order Form. Premium Support, including a dedicated Customer Success Manager and onboarding, is available as an add-on.

5.3 Professional Services

Professional Services are scoped in a separate SOW referencing this Agreement. SOW fees are in addition to subscription fees and are non-refundable upon delivery.

5.4 Service Credits

If Eldil fails to meet the monthly uptime target stated in the SLA, Customer may request service credits in accordance with the SLA. Service credits are Customer’s sole and exclusive remedy for downtime and may be applied only to future invoices; they are not redeemable for cash.

6. License Grant and Usage Restrictions

6.1 License

Subject to payment of all applicable fees and compliance with this Agreement, Eldil grants Customer a non-exclusive, non-transferable, non-sublicensable 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 set forth in the Order Form.

6.2 Restrictions

Customer shall not, and shall not permit any third party to: (a) reverse-engineer, decompile, or attempt to discover source code or underlying algorithms; (b) circumvent or manipulate usage limits, metering, or security controls; (c) resell, sublicense, time-share, or make the Services available to third parties as a managed or outsourced service; (d) use the Services, Output, or any Eldil data to develop, train, or improve a competing AI or GEO product; (e) scrape, benchmark, or publish performance comparisons of the Services without Eldil’s written consent; (f) remove or obscure proprietary notices; or (g) use the Services in violation of Laws or third-party rights.

6.3 Usage Monitoring

Eldil may monitor usage to verify compliance with the Order Form and this Agreement. Customer agrees to provide reasonable access to records for audit purposes upon thirty (30) days’ notice, no more than once per twelve-month period. If an audit reveals underpayment of more than 5%, Customer will promptly pay the shortfall plus the cost of the audit.

7. Acceptable Use Policy

Customer will not use the Services to: (i) violate privacy, intellectual property, or other rights of any party; (ii) transmit malware, spam, or illegal content; (iii) generate or disseminate disinformation, hate speech, or content that exploits minors; (iv) engage in activities where inaccurate Output could foreseeably cause material harm to persons or property; (v) perform penetration testing, load testing, or vulnerability scanning without Eldil’s prior written consent; or (vi) interfere with the Services’ integrity or other customers’ use.

Eldil may suspend the Services immediately upon AUP violation, with notice where practicable. Repeated or material violations constitute grounds for immediate termination without cure period.

8. Ownership and Intellectual Property

8.1 Eldil IP

Eldil and its licensors retain all right, title, and interest in and to the Services, Documentation, models, algorithms, analytics methodologies, aggregated and anonymized data, and all improvements thereto. No rights are granted except as expressly set forth herein.

8.2 Customer Data

As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Eldil a non-exclusive, worldwide license to use, process, and display Customer Data solely to provide and improve the Services.

8.3 Output

Subject to full payment and compliance with this Agreement, Eldil assigns to Customer its interest in Output generated specifically for Customer, excluding any Eldil or third-party pre-existing materials, models, or algorithms embedded therein. Customer is solely responsible for reviewing Output for accuracy, legal compliance, and fitness for purpose before any use.

8.4 Aggregated Data

Eldil may collect and use aggregated, de-identified, and anonymized data derived from Customer’s use of the Services to improve the Services, develop new features, produce industry benchmarks, and for other lawful business purposes, provided such data does not identify Customer or its Authorized Users.

8.5 Feedback

Any suggestions, enhancement requests, or other feedback Customer provides regarding the Services is non-confidential, and Eldil may use, reproduce, license, and distribute such feedback without restriction or obligation.

9. Confidentiality

Each party (as “Recipient”) will: (a) use the other party’s Confidential Information solely to exercise rights and perform obligations under this Agreement; (b) protect it with at least the same care as its own confidential information (but no less than reasonable care); and (c) not disclose it to third parties except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as these.

Confidentiality obligations survive for five (5) years after termination. Trade secrets are protected indefinitely. These obligations do not apply to information that is publicly available, independently developed, rightfully received from a third party, or required to be disclosed by law (with reasonable advance notice where permitted).

10. Data Security and Privacy

Eldil maintains commercially reasonable technical and organizational safeguards designed to protect Customer Data against unauthorized access, loss, or alteration. Eldil’s current security practices are described at https://eldil.ai/security.

If Customer’s use of the Services involves personal data subject to GDPR, CCPA, or similar data-protection laws, the Eldil Data Processing Addendum (“DPA”), available at https://eldil.ai/dpa, is incorporated by reference.

In the event of a confirmed security breach affecting Customer Data, Eldil will notify Customer without undue delay and in compliance with applicable breach-notification Laws.

11. Third-Party Services and Integrations

The Services may integrate with or contain links to third-party services (e.g., search engines, analytics platforms, CMS tools). Such third-party services are provided “AS IS” and governed by their own terms. Eldil is not responsible for the availability, accuracy, or practices of any third-party service. Customer’s use of integrations may require Customer to agree to additional third-party terms.

12. Beta and Preview Features

Eldil may offer beta, preview, or early-access features (“Beta Features”). Beta Features are provided “AS IS” without warranty, support, or SLA coverage and may be modified, suspended, or discontinued at any time. Customer’s use of Beta Features is at its own risk. Eldil may collect usage data and feedback on Beta Features to inform product development. Beta Features may be subject to additional terms communicated at the time of access.

13. Representations, Warranties, and Disclaimers

13.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; and (b) it will comply with all applicable Laws in its performance hereunder.

13.2 Customer Warranty

Customer further represents and warrants that: (a) it has all rights necessary to submit Customer Data; (b) Customer Data does not infringe any third-party rights; and (c) Customer has obtained all required consents for any personal data included in Customer Data.

13.3 Eldil Warranty

Eldil warrants that during the subscription term the Services will perform materially in accordance with the Documentation. Customer’s sole remedy for breach of this warranty is, at Eldil’s option, repair, replacement, or a pro-rata refund of prepaid fees for the affected period.

13.4 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTIONS 13.1–13.3, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELDIL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE SERVICES AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ELDIL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUT WILL PRODUCE PARTICULAR BUSINESS RESULTS (E.G., SEARCH RANKINGS, TRAFFIC, REVENUE, OR AI-ENGINE VISIBILITY).

14. Indemnification

14.1 By Customer

Customer will defend, indemnify, and hold harmless Eldil and its Affiliates, officers, directors, and employees from and against all third-party claims, damages, losses, and reasonable expenses (including attorneys’ fees) arising out of or related to: (a) Customer Data or Customer’s use of Output; (b) Customer’s breach of this Agreement; (c) Customer’s violation of Laws or third-party rights; or (d) use of the Services by Customer’s Authorized Users.

14.2 By Eldil

Eldil will defend Customer against third-party claims that the Services (excluding Customer Data and Output) infringe a valid U.S. patent, copyright, or trade secret, and will indemnify Customer for damages finally awarded or settlements approved by Eldil. If the Services become, or in Eldil’s opinion are likely to become, the subject of an infringement claim, Eldil may, at its option: (a) procure the right for Customer to continue using the Services; (b) modify the Services to be non-infringing; or (c) terminate the affected subscription and refund prepaid fees for the unused portion of the term.

14.3 Procedure

Indemnification is conditioned upon: (i) prompt written notice of the claim; (ii) sole control of the defense and settlement by the indemnifying party; and (iii) reasonable cooperation by the indemnified party at the indemnifying party’s expense.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

(a) AGGREGATE CAP. NEITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE GREATER OF (I) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ELDIL DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR (II) FIFTY THOUSAND DOLLARS ($50,000).

(b) EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY.

(c) EXCEPTIONS. THE LIMITATIONS IN (a) AND (b) DO NOT APPLY TO: (I) CUSTOMER’S PAYMENT OBLIGATIONS; (II) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14; (III) BREACHES OF SECTION 9 (CONFIDENTIALITY); OR (IV) CUSTOMER’S BREACH OF SECTION 6.2 (RESTRICTIONS).

(d) SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN SUCH CASES LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED.

16. Term, Termination, and Suspension

16.1 Term

This Agreement commences on the date Customer first accesses the Services or executes an Order Form and continues until all subscriptions have expired or been terminated.

16.2 Termination for Breach

Either party may terminate this Agreement (or an affected Order Form) if the other party materially breaches and fails to cure within thirty (30) days of written notice specifying the breach.

16.3 Termination for Convenience

Customer may terminate a month-to-month subscription at any time with thirty (30) days’ notice. Annual subscriptions may not be terminated for convenience during the then-current term.

16.4 Suspension

Eldil may suspend or limit the Services immediately: (i) to comply with Laws or a court order; (ii) to prevent imminent harm to the Services, Eldil, or other customers; (iii) upon an AUP violation; or (iv) if Customer is more than fifteen (15) days past due on any payment. Eldil will use reasonable efforts to provide advance notice where practicable.

16.5 Effect of Termination

Upon termination or expiration: (a) all licenses and rights granted to Customer immediately cease; (b) Customer must cease all use of the Services and delete Eldil Confidential Information upon request; (c) Eldil will make Customer Data available for export for thirty (30) days following termination, after which Eldil may delete it; (d) neither party is entitled to a refund of fees except as expressly stated in this Agreement. Sections 2, 4.4–4.6, 8, 9, 10, 13.4, 14, 15, 17–26 and any accrued obligations survive termination.

17. Government Use

The Services are “commercial computer software” and “commercial computer software documentation” as defined under applicable federal acquisition regulations. U.S. Government users acquire only the rights expressly stated herein, unless a separate written agreement provides otherwise.

18. Export Compliance

Customer represents that it will comply with all applicable export-control and sanctions Laws, including without limitation the U.S. Export Administration Regulations and OFAC sanctions programs. Customer represents that it is not (a) located in an embargoed country or region, or (b) named on any U.S. government denied-party or restricted-party list.

19. Publicity

Customer grants Eldil the right to identify Customer (by name and logo) as an Eldil customer on its website, marketing materials, and investor communications. Customer may revoke this consent at any time by emailing shawn@eldil.ai with the subject line “Publicity Opt-Out.” Upon receipt, Eldil will remove Customer’s name and logo within thirty (30) days.

20. DMCA Policy

If Customer believes content hosted by or generated through the Services infringes a copyright, Customer should send a notice complying with 17 U.S.C. § 512(c)(3) to dmca@eldil.ai. Eldil will respond in accordance with the DMCA.

21. Force Majeure

Neither party is liable for failure or delay in performance due to events beyond its reasonable control, including natural disasters, pandemics, labor disputes, internet or utility outages, cyberattacks, or governmental actions. The affected party will use reasonable efforts to mitigate the impact and resume performance promptly.

22. Dispute Resolution

22.1 Informal Resolution

Before filing any claim, the complaining party must send a detailed written notice and the parties must attempt good-faith negotiations for at least thirty (30) days.

22.2 Binding Arbitration

If not resolved informally, any dispute arising under or related to this Agreement will be settled 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.

22.3 Class Action Waiver

ALL DISPUTES MUST BE BROUGHT INDIVIDUALLY. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION.

22.4 Equitable Relief

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information without first complying with Sections 22.1–22.2.

23. Governing Law and Venue

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Subject to Section 22, courts located in New Castle County, Delaware have exclusive jurisdiction over any action not subject to arbitration.

24. Changes to Terms or Services

24.1 Modifications

Eldil may update this Agreement from time to time. Material changes will be communicated via email to the billing or admin contact on file at least thirty (30) days before taking effect. Non-material changes (e.g., typographical corrections, formatting) take effect upon posting at https://eldil.ai/terms.

24.2 Acceptance

Continued use of the Services after the effective date of a material change constitutes acceptance. If Customer objects to a material change, Customer may terminate the affected subscription by providing written notice within thirty (30) days of the change notification, and Eldil will issue a pro-rata refund of prepaid fees for the unused portion of the then-current term.

24.3 Service Modifications

Eldil may modify, update, or discontinue features of the Services in its reasonable discretion. Eldil will use commercially reasonable efforts to provide advance notice of material feature removals that affect Customer’s paid functionality.

25. Assignment

Customer may not assign or transfer this Agreement without Eldil’s prior written consent; any attempted assignment in violation is void. Eldil may assign this Agreement freely, including in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement binds and inures to the benefit of each party’s permitted successors and assigns.

26. General Provisions

26.1 Entire Agreement

This Agreement, together with the Privacy Policy, DPA (if applicable), SLA, and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements. In the event of conflict, the order of precedence is: (1) the applicable Order Form; (2) the DPA; (3) this Agreement; (4) the SLA; (5) the Documentation.

26.2 Severability

If any provision is held unenforceable, the remainder remains in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

26.3 Waiver

Failure to enforce any provision is not a waiver of future enforcement of that or any other provision.

26.4 Notices

Notices must be in writing and are deemed given upon: (i) personal delivery; (ii) five (5) days after mailing by certified mail, postage prepaid; (iii) one (1) business day after sending by recognized overnight courier; or (iv) email with machine-generated confirmation of delivery to the addresses in the Order Form. Eldil may also provide notices through the Services dashboard or to the admin email on file.

26.5 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

26.6 No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights except as expressly stated.

26.7 Headings

Section headings are for convenience only and do not affect interpretation.

27. Output Review and Compliance

Customer acknowledges that the Services generate probabilistic, AI-assisted content that may be inaccurate, incomplete, or unsuitable for Customer’s specific use case. Customer is solely responsible for independently reviewing, fact-checking, and approving all Output before any external publication, distribution, or reliance. Eldil disclaims all liability for Customer’s unreviewed use of Output.

28. Contact Information

Eldil Corp.

251 LittleFalls Drive,

Wilmington, New Castle County,

Delaware 19808

Email: shawn@eldil.ai

Website: https://eldil.ai