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. This Terms of Service for Authorized Users (the "Agreement") sets forth the terms and conditions for your access to and use of the Platform offered by Elicit Research, PBC ("Elicit").
1. Definitions.
"Content" refers collectively to the model Outputs and User Material.
"Documentation" means the documentation accompanying the Platform and made available by Elicit at help.elicit.com.
"Enterprise Customer" refers to the business, institution, or individual that entered into a license agreement with Elicit for multi-user access to the Elicit Platform and under whose agreement you have been granted access.
"Output" means the results generated by the Platform based upon User's input of User Materials in the form of a query.
"Platform" means Elicit's AI-powered research assistant, including any underlying technology and Documentation.
"Team" means the collection of Users utilizing the Platform under invitations from the Team Admin.
"Team Admin" means the individual with administrative abilities within the platform who invited you to use the Elicit Platform.
"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. Elicit will provide e-mail and on-line support. Third-Party Services referenced in the Platform are not provided by Elicit, and Elicit is neither liable nor responsible for their functioning, results or effects.
3. Fees and Payment.
All charges and fees applicable to you will be as presented to you by Elicit at the time of your purchase and are due and payable at the time of 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.
(b) Termination. Either party may terminate this Agreement upon prior written notice if such other party breaches any material term or condition and fails to cure such breach within thirty (30) days after delivery of written notice. Additionally, Elicit may suspend User's access or terminate this Agreement, upon written notice to User, if User fails to pay amounts due, uses the Platform in violation of law or this Agreement, or Elicit elects to cease provision of the Platform generally.
(c) Effects of Termination. Upon termination or expiration, all licenses granted hereunder shall terminate and User's right to access the Platform shall cease. Pro-rata refunds of pre-paid fees may apply depending on circumstances of termination.
5. Confidential Information.
Because you are accessing the Elicit Platform as an authorized user of an Enterprise Customer, you may have access to confidential or proprietary information of both Elicit and the Enterprise Customer. If the Enterprise Customer has entered into a separate agreement with Elicit containing confidentiality provisions (the "Enterprise Agreement"), those provisions will apply and govern any confidentiality obligations related to your use of the Platform.
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. The Enterprise Agreement shall govern all matters of Content ownership and rights to use the Content. User agrees that Elicit may retain and use aggregated behavioral and telemetric data to improve and market the Platform.
(b) Personal Information and Data Protection. Elicit's use of personal information transmitted by User shall be governed by Elicit's Data Protection Agreement as entered into between Elicit and the Enterprise Customer. The Enterprise Customer and Team Admin will have access to User's personal information, Content, User Materials, and account usage information. Your Content and Materials 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 modifications, enhancements, improvements, adaptations, translations, and derivative works thereof.
(b) Usage License. Subject to the terms and conditions of this Agreement, Elicit grants User a limited scope, nonexclusive, nontransferable license to use and access the Documentation and Platform during the Term, solely for User's business purposes. Each User Login shall only be used by one (1) designated individual.
(c) Restrictions. User shall not: (i) reverse engineer or decompile the Platform; (ii) copy, modify, or create derivative works of the underlying software; (iii) remove any copyright or other proprietary notice; or (iv) sublicense, sell, or otherwise transfer the Platform or access thereto.
(d) Feedback. User hereby grants Elicit a royalty-free, worldwide, perpetual, irrevocable license to use or incorporate into the Platform any suggestions, ideas, or feedback provided by User.
8. Warranties and Disclaimers.
(a) Warranties. Each party represents and warrants that it is duly organized and in good standing, has the full right, power, and authority to enter into this Agreement, and is in compliance with all applicable laws.
(b) Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE PLATFORM, WHETHER EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT) ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 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 BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE.
(b) IN NO EVENT WILL THE AGGREGATE LIABILITY EXCEED THE FEES PAID OR PAYABLE BY USER TO ELICIT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
(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 alleging infringement of a third party's intellectual property rights by the functionality provided by the Platform, provided User promptly notifies Elicit of such claims and allows Elicit to control the defense and settlement thereof.
(b) Indemnification by User. User will indemnify, defend, and hold Elicit harmless from and against all claims arising out of User's use of the Platform or alleging that User Materials infringes or misappropriates a third party's intellectual property rights.
(c) Mutual Indemnities. Each party will indemnify the other from and against all claims arising out of the Indemnifying Party's breach of a material provision of this Agreement, violation of applicable law, fraud, gross negligence, or knowing misconduct.
11. Miscellaneous.
(a) Independent Parties. User and Elicit are independent parties. Nothing in this Agreement will be construed to make either party an agent, employee, or joint venturer of the other party.
(b) Force Majeure. Neither party will be liable for any failure or delay in performing an obligation that is due to causes beyond its reasonable control, such as natural catastrophes, governmental acts, wars, insurrections, acts of terrorism, epidemics or pandemics.
(c) Notices. Notices to Elicit shall be sent to [email protected], and notices to you shall be sent to the email address associated with your Elicit account.
(d) Assignment. User may not assign or otherwise transfer this Agreement without Elicit's prior written consent. 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.
(g) Governing Law and Dispute Resolution. This Agreement will be governed by the laws of the State of California. If you are based in the United States, any disputes will be resolved solely by binding, individual arbitration under AAA Consumer Arbitration Rules, rather than in court. You waive the right to a trial by jury or to participate in a class action. The arbitration will be conducted by telephone, video conference, or in person in San Francisco, California or at another mutually agreed location.
(i) Entire Agreement. This Agreement constitutes 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 supersedes all prior agreements.
(k) Contact Us.
Elicit Research, PBC
440 N Barranca Avenue, #1595
Covina, CA 91723
United States
[email protected]