These Terms of Service ("Agreement") set out the rules for using the Elk Agent platform, owned and operated by Elk Innovations LLP ("Elk Agent", "we", "us", or "our"). By creating an account, accessing the dashboard, installing our widget, using our APIs, or otherwise interacting with the Service, you agree to be bound by this Agreement on behalf of yourself or the entity you represent ("Customer", "you").

If you are accepting this Agreement on behalf of a company or organization, you confirm you have full authority to bind that entity. If you do not have such authority or do not agree with these terms, do not use the Service.

1. The Service

1.1 Service Overview

Elk Agent provides a cloud-based AI automation platform that includes AI agents, chat interfaces, analytics, integrations, and related tools ("Service"). Anything you configure, upload, or generate through the Service is considered a User Submission.

You are fully responsible for your User Submissions.

1.2 Subscriptions

Access to the Service requires a subscription as outlined during signup or checkout ("Order"). Subscriptions last for the period listed in the Order ("Subscription Term").

Use is restricted to your internal business use and to authorized individuals ("Users").

1.3 Ownership

Elk Agent owns all rights to the platform, software, models, templates, documentation, and any updates ("Elk Agent Materials"). No rights are granted except those explicitly stated.

1.4 Workspace Roles & Permissions

Customers manage all user roles and permissions within their workspace. Elk Agent is not responsible for changes or actions made by users you authorize.

2. Restrictions

2.1 Customer Responsibilities

You are responsible for:

• all activity occurring under your account,
• ensuring Users comply with this Agreement,
• keeping account credentials secure.

2.2 Prohibited Use

You may not, and may not permit others to:

• Copy, modify, or create derivative works of the Service
• Reverse engineer, decompile, or attempt to extract the underlying source code
• Sell, rent, sublicense, or provide the Service to third parties
• Use the Service to build competing products
• Attempt unauthorized access, security probing, penetration testing without written approval
• Use the platform for illegal, harmful, fraudulent, or abusive purposes

If your usage threatens the integrity or security of our systems, we may temporarily suspend access until resolved.

2.3 API Usage

Elk Agent may set usage limits, rate limits, or prohibitions for API usage. We may revoke or restrict API keys at our discretion.

3. Third-Party Services

The Service may integrate with third-party tools you choose to connect. Elk Agent does not control these services and is not responsible for:

• their availability
• data handling practices
• failures, outages, or damages caused by them

Your use of third-party tools is governed by their terms, not ours.

4. Fees & Billing

4.1 Fees

You agree to pay all subscription and usage-based fees outlined in your Order ("Fees"). Unless expressly stated, Fees are non-refundable.

4.2 Payment

Payments are processed via our Merchant of Record Dodo Payments. You authorize recurring charges until cancellation.

You must maintain accurate billing information. Failure to do so may result in suspension.

4.3 Disputes

Billing concerns must be raised within 45 days of the charge. We will investigate and respond in writing. Valid charges must be paid promptly.

5. Term & Termination

5.1 Term

This Agreement begins upon your first use of the Service and continues until your Subscription Term ends or the Agreement is terminated.

Failing to renew results in automatic downgrade to a free tier (if available).

5.2 Termination for Cause

Either party may terminate this Agreement with written notice if the other party materially breaches it and does not fix the issue within 30 days.

Elk Agent may terminate free accounts at any time for any reason.

5.3 Effect of Termination

Upon termination:

• All access to paid features ends immediately
• Outstanding Fees remain due
• If we terminate for breach, no refunds apply
• If you terminate for Elk Agent’s uncured breach, we will refund prepaid unused Fees

Upon request, we will delete your data within 30 days unless legal obligations require retention.

6. Warranties & Disclaimers

6.1 Your Warranties

You warrant that:

• your use complies with laws and regulations,
• you have necessary rights to submit content,
• your data does not violate intellectual property rights.

6.2 Disclaimer

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” Elk Agent makes no warranties, express or implied, regarding:

• uninterrupted availability
• error-free performance
• accuracy of AI outputs
• fitness for a particular purpose

Some jurisdictions do not allow certain disclaimers, so these exclusions may not apply in those regions.

7. Limitation of Liability

To the fullest extent permitted by law:

• Elk Agent is not liable for indirect, incidental, special, punitive, or consequential damages.
• Elk Agent’s total liability for all claims in a 12-month period is limited to the Fees you paid in that period.

These limitations apply whether claims arise from contract, tort, negligence, strict liability, or any other theory.

8. Confidentiality

8.1 Definition

"Confidential Information" includes non-public business, technical, and operational information exchanged between the parties.

8.2 Obligations

The receiving party must:

• protect Confidential Information with reasonable care,
• use it only to perform under this Agreement,
• restrict access to personnel with legitimate need.

8.3 Legally Required Disclosure

If required by law, Confidential Information may be disclosed after giving notice to the other party (where legally allowed).

8.4 Feedback

If you provide suggestions or feedback, Elk Agent may use them freely without obligation.

9. Data

9.1 User Information

We collect basic information such as names, emails, IP addresses, and device details ("User Information") to operate the Service.

You confirm that you have lawful rights to provide such data.

9.2 User Submissions

You retain all rights to your User Submissions. You grant Elk Agent a limited license to process and display your submissions only as necessary to provide the Service.

9.3 Service Analytics

We collect anonymized, aggregated data regarding Service performance, usage patterns, and models. This data belongs to Elk Agent and does not identify individual users.

9.4 Data Protection

We implement commercially reasonable security measures but cannot guarantee absolute security. You remain responsible for securing your own systems and end-user environments.

10. Publicity

We may use your company name and logo in customer listings or marketing materials, but only with your prior written approval.

11. Force Majeure

Elk Agent is not responsible for delays or failures caused by events outside our reasonable control (e.g., outages, natural disasters, wars, strikes).

12. Updates to the Service or Agreement

We may update the Service or modify this Agreement. Material changes will be communicated at least 30 days before taking effect. Continued use after changes constitutes acceptance.

13. Relationship of Parties

The parties are independent contractors. This Agreement does not create partnership, agency, joint venture, or employment relationships.

14. Assignment

You may not transfer this Agreement without our written consent. Elk Agent may assign this Agreement in connection with mergers, acquisitions, or sale of assets.

15. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, USA, excluding conflict-of-law principles.

Disputes must be resolved exclusively in the state or federal courts of New Castle County, Delaware.

Both parties waive the right to a jury trial.

16. Entire Agreement

This Agreement, including any referenced documents or Orders, constitutes the full agreement between the parties and replaces any prior agreements.

If you have questions, contact: support@elkagent.com