Terms of Service.

These Terms of Service ("Terms") form a binding agreement between you and Elyon SCI, LLC ("Elyon SCI") governing your access to and use of the Elyon platform at app.elyonsci.ai, the website at elyonsci.ai, and related services (collectively, the "Service"). By accessing or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

If you have entered into a separate written agreement with Elyon SCI covering the Service (for example, a Master Services Agreement or Order Form), that agreement governs to the extent of any conflict with these Terms.

Elyon SCI provides Elyon, an AI-native supply chain intelligence platform. Specific features, service levels, and commercial terms applicable to your subscription are set forth in your Order Form or written agreement with Elyon SCI.

• You are responsible for maintaining the confidentiality of credentials and for all activity under your account
• You must promptly notify Elyon SCI of any unauthorized access or suspected security incident
• You must provide accurate information and keep it current
• You must be at least eighteen (18) years old to use the Service

You agree not to:

• Use the Service in violation of applicable law
• Infringe the intellectual property or other rights of any third party
• Upload malicious code or attempt to compromise the security of the Service
• Reverse engineer, decompile, or attempt to extract source code, except to the extent expressly permitted by applicable law
• Access the Service to build a competing product or for benchmarking without our written consent
• Use the Service to generate or distribute unlawful, harassing, or defamatory content
• Resell, sublicense, or make the Service available to third parties except as expressly permitted in writing

"Customer Content" means any data, content, or material that you or your authorized users submit to or generate within the Service. As between the parties, you retain all right, title, and interest in Customer Content. You grant Elyon SCI a limited, non-exclusive license to host, process, transmit, and display Customer Content solely to provide the Service to you and as otherwise permitted under your agreement.

You represent that you have all rights and consents necessary to submit Customer Content to the Service and that Customer Content does not violate applicable law or these Terms.

The Service includes AI-assisted features that generate suggestions, drafts, summaries, and similar outputs ("AI Output"). AI Output is informational and may be incomplete, inaccurate, or unsuitable for a particular purpose. You are responsible for reviewing AI Output before relying on it, and for any decisions taken in reliance on it. Elyon SCI does not warrant that AI Output is accurate, complete, or fit for any particular purpose.

Fees, billing frequency, and payment terms are set forth in your Order Form. Fees are non-refundable except as expressly stated. Late payments may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

Each party agrees to protect the other's confidential information using at least the same degree of care it uses to protect its own confidential information of similar nature, and in no event less than reasonable care. Confidential information may be used only as necessary to perform under these Terms and disclosed only to personnel and advisors with a need to know who are bound by confidentiality obligations no less protective than these.

Elyon SCI and its licensors retain all right, title, and interest in and to the Service, including all software, models, content, and trademarks. Except for the limited rights expressly granted in these Terms, no rights are granted by implication or otherwise.

If you provide feedback, suggestions, or ideas about the Service, you grant Elyon SCI a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose, without obligation to you.

Except as expressly stated in a written agreement between the parties, the Service is provided "as is" and "as available." To the maximum extent permitted by law, Elyon SCI disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Elyon SCI does not warrant that the Service will be uninterrupted, error-free, or secure, or that AI Output will be accurate or complete.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business, arising out of or relating to these Terms, even if advised of the possibility of such damages.

Each party's total cumulative liability arising out of or relating to these Terms will not exceed the fees paid or payable by you to Elyon SCI for the Service in the twelve (12) months preceding the event giving rise to liability.

Each party will defend and indemnify the other against third-party claims as set forth in the parties' written agreement or Order Form. In the absence of such an agreement, customary mutual indemnification obligations apply for claims arising from the indemnifying party's breach of these Terms, infringement of third-party intellectual property rights, or violation of applicable law.

These Terms remain in effect while you use the Service. Either party may terminate for material breach not cured within thirty (30) days of written notice. Upon termination, your access to the Service will cease and Customer Content will be handled in accordance with the Data Processing Addendum and your Order Form. Provisions that by their nature should survive termination will survive.

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in [CONFIRM COUNTY], Texas for any dispute arising out of or relating to these Terms, except either party may seek injunctive relief in any court of competent jurisdiction.

• Assignment. You may not assign these Terms without our prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all assets. We may assign these Terms freely.
• Force majeure. Neither party will be liable for failure or delay due to causes beyond reasonable control.
• Entire agreement. These Terms, together with any Order Form, Master Services Agreement, and Data Processing Addendum executed by the parties, constitute the entire agreement and supersede prior agreements on this subject.
• Modification. We may update these Terms from time to time. Material changes will be communicated before they take effect. Continued use of the Service after the effective date constitutes acceptance.
• Severability. If any provision is held unenforceable, the remainder will continue in full force.
• No waiver. Failure to enforce any provision does not waive that or any other provision.

Questions about these Terms — support@elyonsci.ai.