Terms of Service

1.1 Acceptance

You accept these Terms and the EULA by clicking “Accept,” creating an account, or accessing or using the Service. If you do not agree, you may not use the Service.

1.2 Age Requirement

The Service is not intended for individuals under the age of 18. By creating an account, you represent that you are at least 18 years old and have the legal capacity to enter into a binding contract. We do not knowingly collect personal information from children under 13, and the Service is not directed at children.

1.3 Authority to Bind an Organization

If you are accepting these Terms on behalf of an organization (such as your employer or another entity), you represent and warrant that: (a) you have the legal authority to bind that organization to these Terms; (b) you have read and understood these Terms and the EULA; and (c) you accept these Terms and the EULA on the organization’s behalf. In that case, “you” and “your” refer to that organization. If you do not have such authority, you may not accept these Terms or use the Service on the organization’s behalf.

1.4 Prohibited Persons

You may not use the Service if you are: (a) located in, or a national or resident of, any country subject to comprehensive U.S. economic sanctions; (b) listed on any U.S. government list of prohibited or restricted parties (including the OFAC Specially Designated Nationals and Blocked Persons List); or (c) prohibited from receiving the Service under applicable export control laws.

2.1 Account Types

You may register for the Service as: (a) an individual, in which case you are personally responsible for the account; or (b) an organization, in which case the organization is the account holder and an authorized administrator manages users on its behalf. Organization accounts may include multiple authorized users (“Authorized Users”), each subject to these Terms and the EULA.

2.2 Registration Information

You agree to provide accurate, current, and complete information during registration and to keep your account information up to date. We may suspend or terminate your account if we have reasonable grounds to believe any information you provided is inaccurate, incomplete, or fraudulent.

2.3 Account Security

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You agree to: (a) use a strong, unique password; (b) enable multi-factor authentication where offered; (c) not share your credentials with any other person; and (d) notify us promptly at [email protected] if you become aware of any unauthorized access to or use of your account. We are not liable for any loss or damage arising from your failure to comply with this Section 2.3.

2.4 One Person, One Account

Each individual account is intended for a single human user. You may not share your individual account credentials with others, create accounts using automated means, or maintain multiple accounts to circumvent limits, trial restrictions, or suspensions. Organization accounts may include multiple Authorized Users, each with their own credentials.

3.1 Trial Period

We may offer a time-limited free trial of the Service. The duration, scope, and features included in the trial will be described at signup or on our website and are subject to change. You may use the Service during the trial period solely to evaluate it for your potential paid subscription.

3.2 No Warranty During Trial

NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR THE EULA, THE SERVICE IS PROVIDED DURING THE FREE TRIAL “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY OF ANY KIND. WE DO NOT GUARANTEE UPTIME, SUPPORT RESPONSE TIMES, OR DATA RETENTION DURING THE TRIAL.

3.3 Conversion or Expiration

At the end of the trial period, your access to the Service will either: (a) automatically convert to a paid subscription, if you have provided a valid payment method and elected automatic conversion at signup; or (b) be downgraded, restricted, or terminated, if you have not converted to a paid subscription. We will provide reasonable notice before any automatic conversion to a paid subscription, and you may cancel before conversion through your account settings or by contacting [email protected].

3.4 Trial Data

If your trial expires without conversion, we may delete or anonymize data associated with your account after a reasonable retention period. You are responsible for exporting any data you wish to retain before the end of the trial. We will provide a means to export your data through the Service or upon written request.

3.5 Trial Eligibility

Free trials are intended for new users evaluating the Service. We may refuse a free trial to any person or organization that has previously used a trial, and we may revoke trial access at any time if we determine that trial terms are being abused.

4.1 Permitted Use

You may use the Service solely for lawful purposes and in accordance with these Terms, the EULA, our published documentation, and any applicable Order Form.

4.2 Prohibited Conduct

You agree not to, and not to permit any person to, use the Service to:

• Violate any applicable law, regulation, or third-party right;
• Infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other right of any person;
• Upload, store, transmit, or generate content that is unlawful, harassing, defamatory, threatening, abusive, hateful, or that promotes violence or discrimination;
• Generate or facilitate the creation of child sexual abuse material (CSAM), non-consensual intimate imagery, or content that sexualizes minors;
• Generate or distribute malware, viruses, ransomware, or other malicious code;
• Engage in fraud, impersonation, deceptive practices, or social engineering;
• Attempt to gain unauthorized access to the Service, other accounts, or any related systems or networks, or to bypass security or authentication measures;
• Disrupt, interfere with, or impose an unreasonable load on the Service, including by denial-of-service attacks, automated scraping at unreasonable rates, or excessive API usage that exceeds documented limits;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, architecture, or trade secrets of the Service, except as expressly permitted by applicable law that cannot be waived by contract;
• Use the Service or any outputs from the Service to develop, train, or improve any product or service that competes with the Service, including any AI model or platform substantially similar to Elixium;
• Resell, sublicense, lease, or otherwise commercially exploit the Service except as expressly permitted by your subscription tier and any applicable Order Form;
• Use the Service in connection with the design, development, production, or use of nuclear, chemical, or biological weapons, missile technology, or any other weapons of mass destruction;
• Submit information that you do not have the right to submit, including regulated data (such as protected health information, payment card data, or controlled unclassified information) unless you have executed a separate written agreement with us governing such data; or
• Misrepresent the source of any output, including by removing or altering any attribution, watermark, or notice that we may include with Service outputs.

4.3 Enforcement

We may investigate suspected violations of this Section 4 and take appropriate action, including issuing warnings, removing content, suspending or terminating accounts, and reporting violations to law enforcement. We are not obligated to monitor your use of the Service, but we reserve the right to do so to enforce these Terms and protect the Service and our users.

5.1 AI-Generated Content

The Service uses artificial intelligence and machine learning to generate outputs based on inputs you provide. AI outputs may be inaccurate, incomplete, biased, or otherwise unsuitable for your intended use. You are solely responsible for reviewing, validating, and verifying any AI-generated output before relying on it for any purpose.

5.2 No Reliance for Consequential Decisions

You agree not to use AI outputs from the Service as the sole basis for any decision that has a legal, financial, employment, medical, safety, or similarly significant effect on any person, without independent human review and judgment by a qualified person. The Service is a productivity tool, not a substitute for professional advice or human decision-making.

5.3 Inputs and Outputs

You retain ownership of the inputs you submit to the Service and, as between you and us, of the outputs the Service generates from your inputs, subject to the EULA and any applicable Order Form. You represent and warrant that you have all necessary rights to submit your inputs to the Service and that your inputs and any outputs generated from them, when used as you intend, will not infringe the rights of any person or violate any law.

5.4 Service Improvement

Our use of inputs and outputs to provide and improve the Service is governed by the EULA and our Privacy Policy. In Self-Hosted and Air-Gapped deployments, no inputs or outputs are transmitted to us. In Cloud Deployment, we use inputs and outputs only as necessary to provide the Service to you and as further described in the EULA.

6.1 Ownership

As between you and us, you retain all right, title, and interest in and to the data and content you submit to or generate within the Service (“Customer Data”). The treatment of Customer Data is governed by the EULA, including the data ownership and processing terms in Section 3 of the EULA.

6.2 Your Responsibility for Customer Data

You are responsible for the accuracy, legality, and quality of all Customer Data and for ensuring that you have all necessary rights, consents, and authorizations to submit Customer Data to the Service. You will not submit any Customer Data that you are not legally authorized to share.

6.3 Backups

We perform routine backups of Cloud Deployment data as part of our standard operations, but we do not guarantee that backups will be complete, current, or recoverable in all circumstances. You are responsible for maintaining your own backups of any Customer Data that is critical to you.

7.1 As-Is Basis

From time to time, we may make features, products, or services available to you that are designated as “beta,” “preview,” “early access,” “experimental,” or with similar designation (collectively, “Beta Features”). Beta Features are made available solely for evaluation purposes and are not part of the production Service. BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, AND ARE NOT SUBJECT TO ANY SERVICE LEVEL OR SUPPORT COMMITMENT.

7.2 Discontinuation and Changes

We may modify, suspend, or discontinue any Beta Feature at any time without notice and without liability to you. Beta Features may not graduate to general availability, and any data created in or processed by a Beta Feature may not be preserved.

7.3 Confidentiality of Beta Features

Information about Beta Features, including their existence, functionality, performance, and any feedback you provide, is our Confidential Information under the EULA. You agree not to disclose information about Beta Features to any third party without our prior written consent.

8.1 Our Rights

The Service, including all software, models, designs, trademarks, logos, documentation, and content (other than Customer Data), is owned by or licensed to IndirectTek and is protected by intellectual property laws. Except for the limited rights granted in the EULA, these Terms do not grant you any right, title, or interest in or to the Service or our intellectual property.

8.2 Trademarks

“Elixium,” “IndirectTek,” and our logos are trademarks of IndirectTek LLC. You may not use our trademarks without our prior written consent, except to truthfully identify the Service as a service you use.

8.3 Feedback

If you provide us with suggestions, ideas, enhancement requests, or other feedback regarding the Service (“Feedback”), you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate the Feedback into the Service or any other product or service, without any obligation or compensation to you.

9.1 Service Communications

By creating an account, you agree to receive communications from us related to the Service, including service announcements, security alerts, billing notices, support responses, and product updates. These communications are part of the Service and you may not opt out of them while your account is active.

9.2 Marketing Communications

We may also send you marketing communications about our products and services. You may opt out of marketing communications at any time by following the unsubscribe instructions in those communications or by contacting us at [email protected].

9.3 Electronic Notices

You consent to receive notices from us electronically, including via email to the address associated with your account, through the Service, or by posting on our website. Electronic notices are deemed received when sent or posted, as applicable.

10.1 Termination by You

You may stop using the Service and terminate your account at any time through your account settings or by contacting us at [email protected]. Termination of a paid subscription is governed by the EULA and any applicable Order Form.

10.2 Suspension and Termination by Us

We may suspend or terminate your access to the Service, in whole or in part, with or without notice, if: (a) you breach these Terms or the EULA; (b) we are required to do so by law; (c) we reasonably believe your use of the Service poses a security risk to the Service, our users, or any third party; (d) your account has been inactive for an extended period; or (e) you fail to pay any fees when due. We will use reasonable efforts to notify you in advance of a suspension or termination unless doing so is impractical or would compromise security.

10.3 Effect of Termination

Upon termination of your account: (a) your right to access and use the Service immediately ends; (b) we may delete your Customer Data after the retention period set forth in the EULA; and (c) any provisions of these Terms that by their nature should survive termination will survive, including Sections 4 (to the extent of pending obligations), 5.2, 8, 11, 12, 13, 14, and 17.

11.1 Notification of Infringement

We respect intellectual property rights and respond to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”). If you believe that material on the Service infringes your copyright, please send a written notice to our designated agent at: [email protected], IndirectTek LLC, Attn: DMCA Agent, Fuquay-Varina, NC.

11.2 Required Information

A valid DMCA notice must include: (a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and information sufficient to locate it on the Service; (d) your contact information; (e) a statement that you have a good faith belief that the use is not authorized; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

11.3 Counter-Notification and Repeat Infringers

If you believe that material you posted was removed in error, you may submit a counter-notification containing the information required by the DMCA. We will terminate the accounts of users who are determined to be repeat infringers in appropriate circumstances.

12.1 Service Provided “As Is”

EXCEPT AS EXPRESSLY SET FORTH IN THE EULA, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE AND OUR SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY DATA WILL NOT BE LOST OR CORRUPTED.

12.2 No Reliance on AI Outputs

WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS FOR PURPOSE OF ANY AI-GENERATED OUTPUT. YOU USE AI OUTPUTS AT YOUR OWN RISK.

12.3 Third-Party Content and Services

The Service may include or interoperate with third-party content, services, or integrations. We do not control and are not responsible for any third-party content, services, or integrations, and your use of them is subject to the terms and policies of those third parties.

12.4 Consumer Rights

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain remedies, so some of the limitations in this Section may not apply to you. If you are an individual consumer, you may have additional rights under applicable consumer protection laws that cannot be waived by contract.

13.1 EULA Controls

The limitations of liability applicable to your use of the Service are set forth in Section 10 of the EULA and are incorporated into these Terms by reference. Without limiting the EULA:

13.2 Exclusion of Indirect Damages

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Free Trial and No-Charge Use

IF YOU ARE USING THE SERVICE ON A FREE TRIAL, FREE TIER, OR OTHER NO-CHARGE BASIS, OUR TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

13.4 Paid Subscriptions

For paid subscriptions, the cap on our liability is set forth in the EULA.

13.5 Consumer Rights

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you. Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable law.

15.1 Updates

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice before the changes take effect, such as by posting a notice on our website, sending an email to the address associated with your account, or notifying you through the Service. The “Effective” date at the top of these Terms indicates when they were last updated.

15.2 Acceptance of Updated Terms

Your continued use of the Service after the effective date of any update constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service and may terminate your account as described in Section 10.1. For paid subscriptions under a negotiated Order Form, amendments to the EULA are governed by Section 12.7 of the EULA.

16.1 Incorporation of EULA

The EULA is incorporated into these Terms by reference and forms an integral part of your agreement with us. You acknowledge that you have read, understood, and agreed to the EULA. The current version of the EULA is available at our website and may be updated from time to time as described in the EULA.

16.2 Order Forms

If you purchase a paid subscription, an Order Form may apply. The Order Form will specify your subscription tier, deployment mode, number of authorized users, fees, term, and other applicable terms.

16.3 Order of Precedence

In the event of any conflict among these Terms, the EULA, and an Order Form, the order of precedence is: (1) the Order Form, (2) the EULA, (3) these Terms. However, where a provision in a higher-precedence document is silent on a topic addressed by a lower-precedence document, the lower-precedence document will control as to that topic.

17.1 Governing Law and Venue

These Terms are governed by the laws of the State of North Carolina, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Wake County, North Carolina, for resolution of any disputes arising out of or related to these Terms or the Service. To the extent these Terms apply to a U.S. federal government user or contractor, applicable federal law will govern as set forth in Section 12.2 of the EULA.

17.2 Export Compliance

You will comply with all applicable U.S. and international export control and economic sanctions laws and regulations in your use of the Service.

17.3 Entire Agreement

These Terms, together with the EULA and any Order Form, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements, representations, and understandings on the subject matter, except for any separately executed written agreement between you and us that expressly supersedes these Terms.

17.4 Severability and Waiver

If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect. Our failure to enforce any provision is not a waiver of our right to do so later.

17.5 Assignment

You may not assign these Terms or any rights under them without our prior written consent, except that you may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your assets, on prior written notice. We may assign these Terms at any time without your consent. Any purported assignment in violation of this Section is void.

17.6 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship between you and us.

17.7 Force Majeure

Neither party will be liable for any failure or delay in performance resulting from causes beyond its reasonable control, as further described in the EULA.

17.8 Contact

If you have questions about these Terms, please contact us at: [email protected], IndirectTek LLC, Fuquay-Varina, NC.