Elicit - Terms of Service for Authorized Users

Last Updated: August 25, 2025

PLEASE READ THIS AGREEMENT CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. IF YOU DO NOT AGREE TO ANY PART OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE PLATFORM. IMPORTANT NOTICE REGARDING ARBITRATION: IF YOU ARE LOCATED IN THE UNITED STATES OF AMERICA, WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION, RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY THE SECTION ENTITLED “DISPUTE RESOLUTION” BELOW FOR IMPORTANT DETAILS REGARDING ARBITRATION.

The Elicit Platform is an AI-powered research assistant that uses language models to automate critical research workflows and enhance research productivity. It provides capabilities for automated systematic literature reviews, data extraction, interactive chat and analysis, paper summarization, and research question exploration. This Terms of Service for Authorized Users (the “Agreement”) sets forth the terms and conditions for your access to and use of the Platform (defined below) offered by Elicit Research, PBC (“Elicit”). This Agreement between Elicit and you (“User” or “you”) becomes binding and effective on the date that you indicate your consent to the Agreement (“Effective Date”), whether by acknowledging that you have read and agree to the terms of this Agreement online, or as otherwise might be agreed between you and Elicit. By consenting to this Agreement, establishing account, or by using the Platform, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or any other applicable jurisdiction;

1. Definitions.

The following definitions used in this Agreement have the corresponding meanings. Additional definitions appear throughout the substantive provisions of this Agreement, applicable schedules, exhibits and attachments, if any:

(a) “Content” refers collectively to the model Outputs and User Material.
(b) “Documentation” means the documentation accompanying the Platform and made available by Elicit at help.elicit.com.
(c) “Enterprise Customer” refers to the business, institution, or individual that entered into a license agreement with Elicit (whether an enterprise MSA, team account agreement, or otherwise) for multi-user access to the Elicit Platform and under whose agreement you have been granted access and been invited to use the Elicit Platform.
(d) “Output” means the results generated by the Platform based upon User’s input of User Materials in the form of a query.
(e) “Platform” means Elicit’s AI-powered research assistant that uses language models to automate critical research workflows and enhance research productivity, including any underlying technology and Documentation.
(f) “Team” means the collection of Users utilizing the Platform under invitations from the Team Admin.
(g) “Team Admin” means the individual with administrative abilities within the platform, such as the ability to invite and deactivate Users, who invited you to use the Elicit Platform under the license they acquired.
(h) “Third-Party Services” means connections and/or links to third party websites and/or products or services that Elicit enables Users to view or access through the Platform, including, without limitation, via application programming interfaces, workflows or webhooks.
(i) “User Login” a unique username and password provisioned on an User-by- User basis.
(j) “User Materials” means all data, information and materials provided to Elicit by User or on User’s behalf in connection with User’s use of Platform.

2. Platform and Support.

Elicit shall provide the Platform as defined above. User acknowledges and agrees that User is solely responsible for all use of the Platform through User’s access credentials. In connection with User’s use of the Platform, Elicit will provide e-mail and on-line support. Elicit may also provide links or references to Third-Party Services in the Documentation and/or within the Platform. Such Third-Party Services are not provided by Elicit, and Elicit is neither liable nor responsible for their functioning, results or effects. User is responsible for complying with all applicable third-party terms, policies, and licenses governing User’s access and use of Third-Party Services.

3. Fees and Payment.

(a) All charges and fees applicable to you, if any, will be as presented to you by Elicit at the time of your purchase (“Fees”) and are due and payable at the time of purchase, or as otherwise presented to you at the time of your purchase.

4. Term and Termination.

(a) Term. This Agreement shall commence on the Effective Date and shall continue for the length of the license obtained by your Team Admin, as may be extended by agreement between Elicit and your Team Admin (“Term”). You may contact your Team Admin to find out more about the length of the license term they obtained. \

(b) Termination. Either party may terminate this Agreement upon prior written notice to the other party if such other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after delivery of written notice thereof. Additionally, Elicit may suspend User’s access to the Platform and/or terminate this Agreement, upon written notice to User: (A) if User fails to pay any amount due, and such failure continues more than thirty (30) days after delivery to User of written notice of such failure; (B) in the event that Elicit believes, in Elicit’s sole but reasonable discretion, that User uses the Platform for any purpose or in any manner that violates any local, state, or federal law or regulation, or any applicable laws or regulations of any foreign government, that violates or infringes the rights of any third party, or that constitutes a violation of this Agreement; or (C) in the event that Elicit elects to cease provision of the Platform generally to existing Users, in which case Elicit will refund to User any applicable Fees already paid, if any, toward unused portions of any then-current term.

(c) Effects of Termination. Upon termination or expiration of this Agreement, all licenses granted to you hereunder shall terminate, and User’s right to access the Platform shall cease. In the event that this Agreement is terminated by User pursuant to Section 4(b) or by Elicit pursuant to Section 10(a): (i) User will not be obligated to pay any additional amounts specified following the effective date of such termination; and (ii) Elicit will refund User the pro-rata amount of any subscription Fees that User has actually pre-paid to Elicit, if any, covering the remainder of the Term following the effective date of such termination. In all other cases, User will not be entitled to a refund of Fees paid and any unpaid Fees outstanding, if any, will become immediately due and payable.

5. Confidential Information.

Because you are accessing the Elicit Platform as an authorized user of an Enterprise Customer, you acknowledge that you may have access to, or will have access to, confidential or proprietary information of both Elicit and the Enterprise Customer. If the Enterprise Customer you are affiliated with has entered into a separate agreement with Elicit containing confidentiality provisions (the “Enterprise Agreement”), then, to the extent applicable and not inconsistent with this Agreement, those provisions will apply and govern any confidentiality obligations related to your use of the Platform as an authorized user, as well as our use of any confidential information which you may provide to us in the course of using the Platform. In the event of a conflict, the Enterprise Agreement will control. Nothing in this Section limits Elicit’s ability to enforce confidentiality protections directly under these Terms or applicable law.

6. Ownership, Security and Privacy of Content

(a) Ownership and License. As between User and Elicit, and to the extent permitted by applicable law, the Content is and shall remain User’s property. Because you are accessing the Elicit Platform as an authorized user of an Enterprise Customer, the Enterprise Agreement in place between Elicit and that Enterprise Customer shall govern all matters of Content ownership and rights to use the Content. User acknowledges that Elicit collects and aggregates data concerning Platform user behavior, traffic and other interactive and telemetric information. User agrees that both during and after the Term, Elicit may retain and use all such data to improve and market the Platform and Elicit’s services.

(b) Personal Information and Data Protection. User and Elicit each hereby acknowledge that certain personal information may be transmitted by User in the course of their usage of the Platform and that Elicit’s use of such personal information shall be governed by the provisions of Elicit’s Data Protection Agreement, as entered into between Elicit and the Enterprise Customer you are associated with. User acknowledges and agrees that the Enterprise Customer and Team Admin, by virtue of being the paying account holder and inviter for the Team members will have access to User’s personal information, User’s Content, User Materials, and account usage information. Your Content, Materials, and account usage information may also be visible to other members of your Team.

7. License to Platform; Elicit’s Intellectual Property.

(a) Elicit Intellectual Property. Elicit owns all intellectual property rights in and to the Platform, including any and all modifications, enhancements, improvements, adaptations, translations, and derivative works thereof and thereto, unless otherwise stated herein. Other than the limited license right to utilize the Platform, nothing contained in this Agreement shall be construed as granting User any other rights or title in or to the Platform.

(b) Usage License. Subject to the terms and conditions of this Agreement, Elicit hereby grants User a limited scope, nonexclusive, nontransferable license for User to use and access the Documentation and Platform, during the Term of this Agreement, and solely for User’s business purposes. User agrees and acknowledges that each User Login shall only be used by one (1) designated individual End User.

(c) Restrictions. User shall not do, attempt to do, nor permit any person or entity to do, any of the following: (i) create or recreate the source code for any underlying software and technology relating to the Platform, or re-engineer, reverse engineer, decompile or disassemble any such underlying software and technology; (ii) copy, modify, adapt, translate or create derivative works based upon any such underlying software and technology; (iii) remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Platform or any Documentation; or (d) sublicense, sell, lease, rent, timeshare or otherwise transfer, or pledge as security, the Platform or its access thereto. All rights (including all intellectual property rights) to and/or with respect to any items, materials or services relating to the Platform not expressly licensed by Elicit hereunder, are expressly and exclusively retained by Elicit.

(d) Feedback. User hereby grants Elicit a royalty-free, worldwide, perpetual, irrevocable license to use or incorporate into the Platform and Elicit’s services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by User or on User’s behalf.

(5) Acceptable Use. Without limiting the generality of any restrictions otherwise set forth in this Agreement, in connection with the use of the Platform, User shall jot: (i) send, upload, create, or distribute any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content or information; (ii) create or distribute any malware, virus, worm, Trojan horse, or any other items of a harmful or deceptive nature; (iii) conduct or encourage illegal activity, including fraud, pyramid schemes, illegal peer-to-peer file sharing, or any other activity that is prohibited by applicable law; (iv) create or transmit content or information that is or could be harmful to minors; (v) misrepresent the identity of User, any other individual, or the source of any of User Materials; (vi) unlawfully transmit any proprietary information or data, or any other intellectual property, without the valid consent or license from the owner thereof; (vii) use the Platform to violate the legal rights of others; (viii) interfere with other users’ use or enjoyment of the Platform; or (ix) use any part of the Platform in connection with an effort to generate or facilitate “spam” (i.e., unsolicited commercial email), including: (A) sending email in violation of the CAN-SPAM Act or any other applicable anti-spam law; (B) sending unsolicited emails to a significant number of email addresses that belong to people or entities with whom you have no pre-existing relationship or who have requested that you not send them emails; and (C) disclosing the email address or other personal information of any person, entity, or Team without their knowledge and consent to such disclosure.

8. Warranties and Disclaimers.

(a) Warranties. Each party represents and warrants that: (i) to the extent it is a corporate entity, it is an entity duly organized, validly existing, and in good standing under the laws of its formation, and has obtained and will maintain all necessary licenses, registrations, and approvals required to carry out its obligations under this Agreement; (ii) it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder, and the individual signing on its behalf is duly authorized to do so; (iii) the execution, delivery, and performance of this Agreement will not conflict with or violate any organizational documents (if applicable), any judgment, order, statute, or regulation applicable to it, nor breach or result in a default under any contract or agreement to which it is a party; (iv) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms, subject to applicable laws relating to bankruptcy, insolvency, and the enforcement of creditors’ rights generally; (v) as of the Effective Date, it is not aware of any fact or circumstance, and there is no pending or threatened action, claim, or proceeding, that would impede or prohibit its performance under this Agreement; (vi) it is in compliance with all applicable laws, regulations, and ordinances required to perform its obligations under this Agreement and has not received any unresolved notice alleging non-compliance; and (vii) there are no pending or, to its knowledge, threatened actions or proceedings before any court or regulatory authority that would materially affect its ability to enter into this Agreement or perform any obligations hereunder. Additionally Elicit warrants that: (x) the Platform will perform materially in accordance with the specifications set forth in the Documentation and in accordance with this Agreement.

(b) Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE PLATFORM OR SERVICES OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, OR OTHERWISE (INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT) ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS AGREEMENT, ELICIT MAKES NO REPRESENTATION OR WARRANTY, AND HAS NO SUPPORT OBLIGATIONS OR LIABILITY, WITH RESPECT TO ANY THIRD-PARTY SERVICES, AND USER ACKNOWLEDGES THAT ELICIT DOES NOT WARRANT THAT THE PLATFORM: (i) WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS; (ii) OPERATE WITHOUT INTERRUPTION; (iii) ACHIEVE ANY INTENDED RESULT; (iv) BE ERROR FREE; OR (v) BE COMPATIBLE, WORK WITH OR CONTINUE TO WORK WITH ANY THIRD-PARTY SERVICES. NO INFORMATION OR ADVICE OBTAINED BY USER FROM ELICIT OR THROUGH ANY RELATED SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. USER EXPRESSLY ACKNOWLEDGES THE INHERENT PROBLEMS OF INACCURACY AND INCOMPLETENESS THAT ARE ENTAILED BY USE OF GENERATIVE AI AND UNDERSTANDS THAT ELICIT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR APPROPRIATENESS OF THE OUTPUT.

9. Limitation of Liability.

(a) UNDER NO CIRCUMSTANCES WILL EITHER PARTY, ITS SUPPLIERS OR AFFILIATED PERSONS OR ENTITIES BE LIABLE - WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE - FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING CLAIMS FOR LOSS OF DATA, USE OF OR INABILITY TO USE THE PLATFORM, INTERRUPTION IN USE OR AVAILABILITY OF DATA OR THE SPECIFIC RESULTS OBTAINED THROUGH THE USE OF THE PLATFORM) ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR REMEDY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHERWISE; AND

(b) IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH USER, ELICIT, ELICIT’S SUPPLIERS AND AFFILIATED PERSONS MAY INCUR IN ANY ACTION OR PROCEEDING ARISING HEREUNDER EXCEED THE FEES PAID OR PAYABLE BY USER TO ELICIT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY ALLOCATES THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE EXCLUSIONS IN DETERMINING TO ENTER INTO THIS AGREEMENT AND THE PRICING FOR USER’S ACCESS TO THE PLATFORM.

(c) In the event of a conflict between this Limitation of Liability section and the Limitation of Liability section contained in the Enterprise Agreement, the Enterprise Agreement shall govern.

10. Indemnification.

(a) Elicit Indemnification. Elicit will indemnify, defend and hold User harmless from and against all claims, suits and/or proceedings brought by any third party against User alleging infringement of such third party’s intellectual property rights by the functionality provided by the Platform, including with respect to any resulting liabilities, losses, damages and costs awarded by a court or included as part of a final settlement, as well as reasonable attorneys’ fees, in connection with the foregoing; provided (i) that User promptly notifies Elicit, in writing, of any such claim, suit or proceeding; (ii) cooperates reasonably with Elicit, at Elicit’s expense, in the defense and settlement thereof; (ii) that User allows Elicit to control the defense and settlement thereof; and (iii) that User in no way contributed to the alleged infringement, including by User’s submission of User Materials to the Platform without appropriate license or permission to do so. If any such infringement claim with respect to the Platform may be or has been asserted, User will allow Elicit, at Elicit’s option and expense, to: (A) procure for User the right to continue using the Platform; (B) replace or modify the Platform to eliminate the infringement while providing functionally equivalent performance; or (C) terminate this Agreement in exchange for a refund of the pro-rata portion of Fees that User has actually paid to Elicit corresponding to periods following such termination. Elicit’s obligations under this Section 10(a) shall not apply to any claims based upon: (I) any materials, software or other information that have been altered by User or any party other than Elicit; (II) the combination of the Platform with any items not provided or required by Elicit, in writing (including in the Documentation); or (III) use of the Platform or any such materials, software or information after termination pursuant to sub-section (C) above. This Section 10 states User’s exclusive remedy and Elicit’s sole liability in connection with any claim of infringement or misappropriation of intellectual property rights.

(b) Indemnification by User. User will indemnify, defend, and hold Elicit harmless from and against all claims, suits and/or proceedings brought by any third party against Elicit, including with respect to any resulting liabilities, losses, damages and costs awarded by a court or included as part of a final settlement, as well as reasonable attorneys’ fees, in connection with or arising out of User’s use of the Platform, or alleging that User Materials or the results obtained through or generated by User’s use of the Platform infringes or misappropriates such third party’s intellectual property rights; provided that Elicit: (i) promptly notifies User, in writing, of any such claim, suit or proceeding; (ii) cooperates reasonably with User, at User’s expense, in the defense and settlement thereof; and (iii) allows User to control the defense and settlement thereof.

(c) Mutual Indemnities. Each party (“Indemnifying Party”) will indemnify, defend, and hold harmless the other (“Indemnified Party”) from and against all claims, suits and/or proceedings brought by any third party against the Indemnified party, including with respect to any resulting liabilities, losses, damages and costs awarded by a court or included as part of a final settlement, as well as reasonable attorneys’ fees, in connection with or arising out of the Indemnifying Party’s breach of a material provision of this Agreement, violation of applicable law or regulation, fraud, gross negligence, and knowing misconduct, provided that the Indemnified Party: (i) promptly notifies the Indemnifying Party, in writing, of any such claim, suit or proceeding; (ii) cooperates reasonably with the Indemnifying Party, at Indemnifying Party’s expense, in the defense and settlement thereof; and (iii) allows the Indemnifying Party to control the defense and settlement thereof.

11. Miscellaneous.

(a) Independent Parties/Third Party Beneficiaries. User and Elicit are independent parties. Nothing in this Agreement will be construed to make either party an agent, employee, franchisee, joint venturer or legal representative of the other party. Neither party will either have, or represent itself to have, any authority to bind the other party or act on its behalf. Nothing in this Agreement is intended or shall be construed as a third party beneficiary agreement, nor shall this Agreement confer, convey or be deemed to accord any rights to any third party.

(b) Force Majeure. Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes (including public health emergencies such as epidemics and pandemics), or governmental acts or omissions, laws or regulations, wars, insurrections, acts of terrorism (including cyber), third party hacks and intrusions, epidemics or pandemics, infectious diseases and/or any other cause beyond the reasonable control of the party whose performance is affected. These causes will not excuse User from paying amounts due under this Agreement.

(c) Notices. Any notice under or in connection with this Agreement shall be in writing. Such notices to Elicit shall be sent to legal@elicit.com, and notices to you shall be sent to the email address associated with your Elicit account. All notices shall be deemed to have been sufficiently given upon delivery, or in the case of email one day following its sending.

(d) Assignment. User may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without Elicit’s prior written consent, which will not be unreasonably withheld. Elicit may assign this Agreement to any affiliate or in connection with any merger, reorganization, acquisition or other transfer of all or substantially all of Elicit’s assets or voting securities or similar change of control transaction. Any assignment or attempt to do so other than as provided in this Section 11(d) will be void.

(e) Waiver, Modification, Severability, Cumulative Remedies, Agreement Drafting, Construction.

(i) Waiver, The waiver by either party of any of its rights or remedies in a particular instance will not be deemed a waiver of the same or different right or remedy in subsequent instances.
(ii) Severability. If any provision of this Agreement is held to be invalid, it shall either be: (A) revised only to the extent necessary to make it enforceable, and such revision shall not affect the enforceability: (I) of such provision under other circumstances; or (II) of the remaining provisions hereof under any circumstances; or (B) if such revision is not possible, severed from this Agreement and the remainder of this Agreement shall continue in full force and effect.
(iii) Cumulative Remedies. Except as expressly provided to the contrary herein, all remedies set forth in this Agreement are cumulative and not exclusive of any other remedies at law or in equity, statutory or otherwise.
(iv) Agreement Drafting. Each party has had the opportunity to consult legal counsel with respect to the terms and conditions of this Agreement. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party.
(v) Construction. Words importing the singular include the plural, words importing any gender include every gender and words importing persons include entities, corporate and otherwise; and (in each case) vice versa. The section headings are for ease of reference only and shall not affect the interpretation or construction of this Agreement. Whenever the terms “including” or “include” are used in this Agreement in connection with a single item or a list of items within a particular classification (whether or not the term is followed by the phrase “but not limited to” or words of similar effect) that reference shall be interpreted to be illustrative only, and shall not be interpreted as a limitation on, or an exclusive enumeration of, the items within such classification.

(f) Survival. Sections that by their nature, or to give effect to their meaning, must survive expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement, including but not limited to confidentiality obligations, payment obligations, indemnification obligations, dispute resolution provisions, and relevant license grants that are stated to survive termination if any.

(g) Governing Law and Dispute Resolution. Regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to use of the Platform or otherwise under this Agreement must be filed within one (1) year after such claim or cause of action arose. If you fail to bring a claim within that time period, you agree to be forever barred from bringing such claim. This Agreement and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflicts of laws provisions. Except as otherwise expressly set forth in this section, the exclusive jurisdiction for all Disputes (defined below) that you and we are not required to arbitrate will be the state and federal courts located in San Francisco County, California. You waive all claims of lack of personal jurisdiction and forum non conveniens in such courts.

(i) Mandatory Arbitration of Disputes. If you are based in the United States of America, we each agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. We each agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that you and we are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.
(ii) Exceptions. As limited exceptions to sub-section (a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of intellectual property rights.
(iii) Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against us, you agree to try to resolve the dispute informally by sending us notice at operations@elicit.com with the subject heading “DISPUTE RESOLUTION NOTICE”, which notice shall include your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process.
(iv) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org
(v) Location of Arbitration. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in San Francisco, California or at another mutually agreed location. The parties will pay equal shares of the arbitration fees. If the arbitrator finds that you cannot afford to pay the arbitration fees and cannot obtain a waiver, we will pay them for you. We will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.
(vi) Injunctive and Declaratory Relief. Except as provided in sub-section (b) above (Exceptions), the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
(vii) Class Action Waiver. YOU AND WE 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. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(viii) Severability. With the exception of any of the provisions in sub-section (g) above (Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.
(ix) In the event of a conflict between this section 11(g) and provisions in the Enterprise Agreement related to governing law or dispute resolution, the Enterprise Agreement shall govern.

(h) Restricted Persons and Entities. Each party hereby represents and warrants that neither it, nor any of its subsidiaries, nor any of its officers, directors or employees, nor any agents or other third-party representatives acting on its behalf or its subsidiaries or Affiliates, is currently, or has been since such party’s or the relevant subsidiary’s inception, subject to U.S. or other applicable sanctions or trade control restrictions, including those imposed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) (collectively, “Restricted Persons). Restricted Persons include, but are not limited to: (i) persons on the List of Specially Designated Nationals or other applicable sanctions or export control lists; (ii) persons organized, resident, or located in an Embargoed Country (presently including Cuba, Iran, North Korea, Syria and the Crimea region, the Donetsk People’s Republic (“DNR”) and Luhansk People’s Republic (“LNR”) of Ukraine); (iii) persons otherwise subject to blocking or asset freeze sanctions; and (iv) persons ultimately owned, 50 percent or more, directly or indirectly or otherwise controlled by the foregoing. In connection with the Agreement, each party shall comply with all applicable economic sanctions, export control, and anti-corruption laws, rules, and regulations, including, but not limited to, the U.S. Export Administration Regulations, the regulations administered by the Office of Foreign Assets Control, and the U.S. Foreign Corrupt Practices Act.

(i) Entire Agreement. This Agreement and any schedules, exhibits and other documents expressly incorporated herein or therein, constitute the complete and entire statement of all terms, conditions and representations of the agreement between Elicit and User with respect to its subject matter and supersede all prior agreements, writings or understandings, whether oral or in writing. No terms or conditions stated in any purchase order or in any other order documentation Elicit may receive from User shall be incorporated into, or form any part of, this Agreement, and all such terms or conditions shall be null and void.

(j) Notice for California Users. Under California Civil Code Section 1789.3, users of the Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Elicit Support, 440 N Barranca Avenue, #1595; Covina, CA 91723.

(k) Contact Us. If you have questions, wish to resolve a complaint regarding the Platform, or would like further information regarding use of the Platform, please contact us at:

Elicit Research, PBC
440 N Barranca Avenue, #1595
Covina, CA 91723
United States
help@elicit.com

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