Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Eliora OS platform, websites, and products and services, including Eliora OS.M, our Marketing Operating System (collectively, the “Services”), provided by Eliora OS, Inc. (“Eliora OS,” “we,” “us,” or “our”). Please read them carefully. These Terms are provided for transparency and do not constitute legal advice.

1Agreement to Terms

By accessing or using the Services, you agree to be bound by these Terms and by our Privacy Policy. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization. If you do not agree, do not use the Services.

2Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Services. The Services are intended for business use.

3Accounts

You are responsible for the information you provide when creating an account, for keeping your credentials secure, and for all activity that occurs under your account. Notify us promptly of any unauthorized use. We may suspend or disable accounts that we reasonably believe violate these Terms or present a security or legal risk.

4Organizations, Teams and Client Workspaces

The Services are designed for agencies and other organizations to create workspaces and manage information about their business, their team members, and their clients.

• An organization’s administrators control workspace settings, roles, and access levels, and can add, manage, or remove members and grant client-facing access.
• If you access the Services as a member of, or a client invited by, an organization, that organization controls your access and the data in its workspace, and its agreements and policies may govern your use.
• You are responsible for ensuring you have the authority and any necessary rights, permissions, consents, or notices to provide information about your clients, contacts, and team members to the Services, and to connect third-party accounts.
• Access controls are intended to restrict information according to account and workspace permissions, but you are responsible for configuring those permissions appropriately.

5Acceptable Use

You agree not to:

• Use the Services in violation of any applicable law or third-party rights, or to store or transmit unlawful, infringing, or malicious content;
• Upload malware or attempt to gain unauthorized access to the Services, other accounts, or connected systems;
• Interfere with or disrupt the integrity or performance of the Services, or circumvent usage limits, security, or access controls;
• Reverse engineer or copy the Services except as permitted by law, or resell or provide the Services to third parties except as expressly allowed;
• Use the Services to send unlawful communications or to violate the terms of any connected third-party platform;
• Use the Services in a way that violates the Google API Services User Data Policy or any other integrated provider’s policies.

6User Content and Business Data

“User Content” means the business information, content, files, designs, data, records, and other material you or your organization provide to, create in, or connect to the Services, including data obtained from third-party integrations you connect.

You are responsible for your User Content, including its accuracy and legality and your right to use it. You grant Eliora OS a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, display, adapt, process, and analyze User Content solely as necessary to provide, secure, maintain, and improve the Services and to provide features you request (including AI-assisted features and connected-integration features). This license ends when User Content is deleted from the Services, except for residual copies retained in backups for a limited period or as required by law, and except for aggregated or de-identified data that no longer identifies you.

7Ownership of User Content

As between you and Eliora OS, you retain all ownership of your User Content, including your and your clients’ business information, content, files, designs, and data. Eliora OS does not claim ownership of your or your clients’ business data.

8Eliora Intellectual Property

Eliora OS and its licensors own all rights in the Eliora OS software, platform architecture, interfaces, proprietary systems, product and brand names, logos, documentation, and underlying technology, and all intellectual property created by Eliora OS. Except for the rights expressly granted to you to use the Services, no rights are granted to you. Feedback you provide about the Services may be used by us without restriction or obligation.

9Third-Party Integrations

The Services may allow you to connect third-party services. When you connect an integration, you authorize Eliora OS to access and process information from that service as needed to provide the features you use. Your use of a third-party service is governed by that provider’s own terms and privacy policy. We are not responsible for third-party services, and a provider may change or discontinue its API or access at any time, which may affect related features. You may disconnect an integration where that option is available.

10Google Services

If you connect Google services (such as Google Analytics, Google Search Console, Google Business Profile, or YouTube), you authorize Eliora OS to access the data covered by the scopes you approve through Google’s OAuth consent process, and only for the user-facing features described in our Privacy Policy. Eliora OS’s use and transfer of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements. You can revoke Eliora OS’s access at any time through your Google Account permissions. Your use of Google services remains subject to Google’s terms.

11AI-Assisted Features

The Services include AI-assisted features that generate analysis, content, recommendations, summaries, and similar outputs based on information you provide or authorize. AI-assisted processing may involve third-party AI providers acting as our service providers.

12Fees and Subscriptions

Access to some or all of the Services may require payment of fees under a subscription or other plan. The fees, billing frequency, and features applicable to your plan will be those presented to you or set out in a separate order or agreement between you and Eliora OS. Unless a separate written agreement says otherwise, fees are stated exclusive of taxes, which you are responsible for. We may change pricing on a prospective basis with reasonable advance notice.

13Payment Terms

Where fees apply, you authorize us or our third-party payment processor to charge the payment method you provide for all amounts due. Payment processing is handled by third-party processors under their own terms; we do not store complete payment card numbers. Except as required by applicable law or expressly stated in a separate agreement, fees are non-refundable. If a payment fails or an account is past due, we may suspend access until amounts are paid.

14Service Changes

Eliora OS is under active development. We may add, modify, or remove features, and may change how the Services work, at any time. Where a change materially reduces core functionality of a paid plan, we will use reasonable efforts to provide notice.

15Availability

We aim to keep the Services available and reliable, but we do not guarantee uninterrupted or error-free operation. The Services may be unavailable due to maintenance, updates, third-party outages, or factors outside our control. Unless a separate written agreement provides a service level commitment, the Services are provided without any uptime or availability guarantee.

16Confidentiality / Business Information

Each party may have access to the other’s non-public business information. Each party agrees to use the other’s confidential information only as needed to exercise its rights and perform its obligations under these Terms, and to protect it with reasonable care. This does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law. Our handling of personal information is described in the Privacy Policy.

17Security Responsibilities

We implement technical and organizational measures intended to protect the Services and the information in them, as described in the Privacy Policy. You are responsible for maintaining the security of your account credentials, managing user access and permissions within your workspaces, promptly removing access for members who leave your organization, and configuring integrations appropriately. You must notify us promptly of any suspected security incident involving your account.

18Termination

You may stop using the Services at any time. You or your organization’s administrators may close an account where that option is available or by contacting us. We may suspend or terminate your access if you materially breach these Terms, if required by law, or to protect the Services or other users. Upon termination, your right to use the Services ends. We may delete User Content after termination, subject to the retention practices in the Privacy Policy; you are responsible for exporting any data you wish to keep before termination where an export option is available. Sections that by their nature should survive termination will survive.

19Disclaimers

The Services are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Eliora OS does not warrant that the Services will be uninterrupted, secure, or error-free, that outputs (including AI-assisted outputs and data from connected integrations) will be accurate or reliable, or that the Services will meet your requirements. You are responsible for your business decisions and for reviewing outputs before relying on them.

20Limitation of Liability

To the maximum extent permitted by law, Eliora OS and its officers, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunities, arising out of or related to the Services or these Terms, even if advised of the possibility of such damages. To the maximum extent permitted by law, Eliora OS’s total aggregate liability arising out of or related to the Services or these Terms will not exceed the greater of (a) the amounts you paid to Eliora OS for the Services in the twelve months before the event giving rise to the claim, or (b) one hundred U.S. dollars (USD $100). Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

21Indemnification

You agree to defend, indemnify, and hold harmless Eliora OS and its officers, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to your User Content, your use of the Services, your violation of these Terms or applicable law, or your violation of any third-party right, including the rights of your clients or contacts or the terms of any connected third-party service.

22Governing Law

These Terms are governed by the laws of the State of Delaware and applicable U.S. federal law, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute not subject to a separate written agreement, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

23Changes to Terms

We may update these Terms from time to time. When we make material changes, we will update the “Last updated” date and, where appropriate, provide additional notice. Your continued use of the Services after the changes take effect constitutes acceptance of the revised Terms.

24Contact

Eliora OS, Inc.
Legal: legal@elioraos.com
Privacy: privacy@elioraos.com
General inquiries: elioraos.com/site/scheduler.html