Terms of Service

By accessing or using the ELU platform, website, application programming interface (API), software development kit (SDK), or any related services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, and any additional terms and conditions that may apply to specific features of our Services.

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. In such cases, "you" and "your" will refer to that organization.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

To use our Services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Have the legal capacity to enter into a binding agreement
• Not be prohibited from using the Services under applicable laws
• Not have been previously suspended or removed from our Services
• Complete the registration process and provide accurate information

By using the Services, you represent and warrant that you meet all eligibility requirements. We reserve the right to verify your eligibility at any time.

3.1 Account Creation: To access certain features of the Services, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate.

3.2 Account Security: You are responsible for safeguarding your account credentials, including your API keys, passwords, and any other authentication tokens. You must immediately notify us at support@elu.dev of any unauthorized use of your account or any security breach.

3.3 Account Responsibility: You are solely responsible for all activities that occur under your account, whether or not you authorized such activities. ELU will not be liable for any loss or damage arising from unauthorized use of your account.

3.4 API Keys: Your API keys are confidential and must be treated as sensitive credentials. You must not share, publish, or expose your API keys in client-side code, public repositories, or any publicly accessible locations. Compromised API keys must be regenerated immediately.

ELU provides an AI-powered email campaign platform that enables users to create, manage, and send automated email campaigns. Our Services include, but are not limited to:

• AI-generated email content and campaign creation
• Email automation and workflow management
• SDK and API access for integration with your applications
• Analytics and reporting dashboards
• Audience segmentation and management
• Template creation and management

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will make reasonable efforts to provide advance notice of material changes.

You agree to use the Services only for lawful purposes. You must NOT:

• Send Unsolicited Communications: Send spam, unsolicited bulk emails, or any communications to recipients who have not consented to receive them
• Violate Anti-Spam Laws: Violate the CAN-SPAM Act, GDPR, CASL, or any other applicable anti-spam or privacy regulations
• Transmit Harmful Content: Send emails containing malware, phishing attempts, viruses, or other malicious code
• Infringe Rights: Send content that infringes on intellectual property rights, privacy rights, or other rights of third parties
• Engage in Fraud: Use the Services for fraudulent, deceptive, or illegal activities
• Abuse the Platform: Attempt to circumvent rate limits, abuse API endpoints, or otherwise interfere with the Services
• Harvest Data: Scrape, collect, or harvest email addresses or personal information without consent
• Resell Without Authorization: Resell or redistribute the Services without our express written consent
• Reverse Engineer: Reverse engineer, decompile, or attempt to extract the source code of the Services
• Send Prohibited Content: Send content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account without notice or refund.

You are solely responsible for compliance with all applicable email and data protection laws. By using our Services to send emails, you represent and warrant that:

• You have obtained proper consent from all recipients to receive emails from you
• All emails include accurate sender identification and a valid physical postal address
• All emails include a clear and functional unsubscribe mechanism
• You honor unsubscribe requests within 10 business days
• You maintain accurate records of consent and unsubscribe requests
• Your email practices comply with CAN-SPAM, GDPR, CASL, PECR, and all other applicable regulations

Compliance Monitoring: We reserve the right to monitor email sending patterns, bounce rates, spam complaints, and other metrics. Accounts with high complaint rates or evidence of non-compliance may be suspended or terminated.

Blacklist Disclaimer: If your sending practices result in our IP addresses or domains being blacklisted, you may be held liable for associated damages and remediation costs.

7.1 Nature of AI Content: Our Services use artificial intelligence to generate email content based on your instructions. AI-generated content is provided "as is" and may require human review before use.

7.2 Your Responsibility: You are solely responsible for reviewing, editing, and approving all AI-generated content before sending. You must ensure that all content you send complies with applicable laws and does not infringe on any third-party rights.

7.3 No Guarantee of Accuracy: We do not guarantee that AI-generated content will be accurate, complete, appropriate, or suitable for your specific purposes. AI systems may produce unexpected, incorrect, or biased results.

7.4 Prohibited AI Uses: You must not use our AI features to generate content that is misleading, deceptive, discriminatory, defamatory, or violates any laws or regulations.

8.1 Fees: You agree to pay all fees associated with your use of the Services as specified in your subscription plan. All fees are quoted in U.S. dollars unless otherwise specified.

8.2 Billing: Fees are billed in advance on a monthly or annual basis, depending on your subscription. You authorize us to charge your payment method on file for all applicable fees.

8.3 Overages: If you exceed your plan limits (e.g., email sends, contacts, API calls), you will be charged overage fees at the rates specified in your plan or our pricing page.

8.4 Taxes: All fees are exclusive of taxes. You are responsible for paying all applicable taxes, including sales, use, VAT, and withholding taxes.

8.5 Refunds: Fees are non-refundable except as expressly stated in these Terms or required by applicable law. We may, at our sole discretion, provide refunds or credits in certain circumstances.

8.6 Late Payment: If payment is not received when due, we may suspend or terminate your access to the Services. We reserve the right to charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

9.1 Our Intellectual Property: The Services, including all software, algorithms, designs, documentation, and other materials, are owned by ELU Labs, Inc. and are protected by copyright, trademark, and other intellectual property laws. You receive only a limited, non-exclusive, non-transferable license to use the Services as permitted by these Terms.

9.2 Your Content: You retain ownership of all content you create, upload, or transmit through the Services ("Your Content"). By using the Services, you grant us a worldwide, non-exclusive, royalty-free license to use, host, store, reproduce, and display Your Content solely for the purpose of providing the Services to you.

9.3 Feedback: If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without compensation to you.

9.4 Trademarks: "ELU," the ELU logo, and other ELU marks are trademarks of ELU Labs, Inc.. You may not use our trademarks without our prior written consent.

10.1 Data Processing: Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

10.2 Your Data Responsibilities: You are responsible for the lawful collection, processing, and use of all personal data you transmit through the Services. You represent and warrant that you have obtained all necessary consents and provided all required notices to data subjects.

10.3 Data Processing Agreement: To the extent required by GDPR or other data protection laws, a Data Processing Agreement (DPA) governs our processing of personal data on your behalf. Our standard DPA is available upon request.

10.4 Data Security: We implement appropriate technical and organizational measures to protect data. However, no system is completely secure, and you acknowledge the inherent risks of transmitting data over the internet.

The Services may integrate with or link to third-party services, applications, or websites. We do not control and are not responsible for the content, privacy practices, or terms of any third-party services.

Your use of third-party services is at your own risk and subject to the terms and policies of those third parties. We are not liable for any damages arising from your use of third-party services.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, ELU LABS, INC. DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR VIRUS-FREE
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT, INCLUDING AI-GENERATED CONTENT
• WARRANTIES THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS
• WARRANTIES REGARDING EMAIL DELIVERABILITY OR SENDER REPUTATION

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ELU LABS, INC., ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES
• COST OF PROCUREMENT OF SUBSTITUTE SERVICES
• DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR DATA
• DAMAGES RESULTING FROM EMAIL DELIVERABILITY ISSUES OR BLACKLISTING
• DAMAGES ARISING FROM AI-GENERATED CONTENT

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO ELU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You agree to indemnify, defend, and hold harmless ELU Labs, Inc., its affiliates, and their respective directors, officers, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your Content or email campaigns sent through the Services
• Your violation of any third-party rights
• Any claim that your emails constitute spam or violate anti-spam laws
• Any claim arising from Your Content or AI-generated content you send

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

15.1 Termination by You: You may terminate your account at any time by contacting us at support@elu.dev or through your account settings. Termination does not entitle you to a refund of any prepaid fees.

15.2 Termination by Us: We may suspend or terminate your account and access to the Services immediately, without prior notice or liability, for any reason, including but not limited to:

• Violation of these Terms or our Acceptable Use Policy
• Non-payment of fees
• High spam complaint rates or bounce rates
• Suspected fraudulent or illegal activity
• Extended period of inactivity
• Request by law enforcement or government agencies

15.3 Effect of Termination: Upon termination, your right to use the Services will immediately cease. We may delete your data after a reasonable period following termination. Provisions that by their nature should survive termination will survive, including intellectual property rights, disclaimers, indemnification, and limitation of liability.

15.4 Data Export: You are responsible for exporting your data before termination. We may provide a reasonable period for data export upon request, but we are not obligated to do so.

16.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

16.2 Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware, and the arbitrator's decision shall be final and binding.

16.3 Class Action Waiver: YOU AND ELU 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.

16.4 Exceptions: Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by email or by posting a notice on our website at least 30 days before the changes take effect.

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services and terminate your account.

18.1 Entire Agreement: These Terms, together with our Privacy Policy and any applicable DPA, constitute the entire agreement between you and ELU Labs, Inc. regarding the Services and supersede all prior agreements and understandings.

18.2 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

18.3 Waiver: Our failure to enforce any provision of these Terms will not be deemed a waiver of that provision or any other provision.

18.4 Assignment: You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without restriction.

18.5 Force Majeure: We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

18.6 Notices: All notices under these Terms must be in writing. We may provide notice to you via email to the address associated with your account. You may provide notice to us at legal@elu.dev.

18.7 Export Compliance: You agree to comply with all applicable export control laws and regulations. You may not export or re-export the Services to any country, person, or entity prohibited by applicable laws.

18.8 Government Users: If you are a U.S. government entity, the Services are provided as "commercial computer software" and "commercial computer software documentation" as defined in applicable regulations.

If you have any questions about these Terms, please contact us:

• Email: legal@elu.dev
• Support: support@elu.dev
• Company: ELU Labs, Inc.