Terms of Service

Effective December 27, 2025

Previous Versions

1. Introduction and Acceptance

1.1 Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Elnora AI, Inc., a Delaware corporation, or Elnora AI OÜ, an Estonian company (collectively, "Elnora," "Company," "we," "us," or "our"), governing your access to and use of the Elnora platform and related services.

The contracting entity for these Terms is specified in your Master Service Agreement ("MSA") or Order Form. If no MSA or Order Form exists, or if the contracting entity is not specified, the contracting entity is Elnora AI, Inc.

1.2 Acceptance

By accessing or using the Elnora platform at platform.elnora.ai (the "Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

1.3 Relationship to Other Agreements

These Terms are incorporated by reference into any MSA or Order Form executed between you and Elnora. In the event of a conflict between these Terms and an executed MSA or Order Form, the terms of the MSA or Order Form shall control to the extent of such conflict, unless otherwise expressly stated.

1.4 Additional Policies

Your use of the Platform is also governed by:

These policies are incorporated into these Terms by reference.

1.5 Changes to Terms

We may modify these Terms at any time by posting the revised Terms on our website. We will provide at least thirty (30) days' prior notice of material changes via email to the address associated with your account. Your continued use of the Platform after the effective date of any modifications constitutes your acceptance of the modified Terms.


2. Definitions

For purposes of these Terms, the following definitions apply:

"Acceptable Use Policy" or "AUP" means the policy governing permitted and prohibited uses of the Platform, available at /acceptable-use-policy.

"Confidential Information" means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

"Customer Data" means all data, content, materials, and information that you or your Authorized Users upload, submit, or otherwise provide to the Platform, including but not limited to protocols, experimental data, research materials, and proprietary information.

"Authorized Users" means your employees, contractors, and other individuals whom you authorize to access and use the Platform on your behalf.

"Feedback" means any suggestions, enhancement requests, recommendations, corrections, bug reports, or other feedback provided by you regarding the Platform.

"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future.

"MSA" means the Master Service Agreement executed between you and Elnora governing the provision of services.

"Order Form" means any ordering document, statement of work, or similar document executed by both parties that references these Terms.

"Output" means any protocols, recommendations, analyses, reports, or other content generated by the Platform in response to Customer Data or your instructions.

"Platform" means the Elnora software platform accessible at platform.elnora.ai, including all features, functionality, tools, and services made available through the platform.

"Services" means the Platform and all related services, documentation, and support provided by Elnora.

"Subscription Term" means the period during which you are authorized to access and use the Platform, as specified in your MSA or Order Form.

"Third-Party Services" means third-party applications, integrations, services, or content that may be made available through or in connection with the Platform.


3. The Services

3.1 Description of Services

Elnora provides an AI-powered platform for biomedical lab protocol generation and optimization. The Platform enables you and your Authorized Users to:

  • Generate and optimize laboratory protocols for biomedical research
  • Receive AI-powered recommendations for experimental design
  • Integrate with your existing data sources and laboratory systems
  • Access protocol management and collaboration tools
  • Utilize all standard Platform features as described in our documentation

3.2 Service Availability

Subject to your compliance with these Terms and payment of applicable fees, Elnora will use commercially reasonable efforts to make the Platform available in accordance with any service level commitments set forth in your MSA or Order Form.

3.3 Third-Party AI Services

The Platform uses third-party artificial intelligence and large language model services to generate protocols and recommendations. You acknowledge and agree that:

(a) Your use of the Platform is subject to the terms and acceptable use policies of these third-party AI providers;

(b) Elnora has entered into business agreements with these third-party AI providers that prohibit such providers from using your Customer Data for model training or any purpose other than providing services to Elnora;

(c) A current list of third-party AI providers is available upon request or at trust.elnora.ai;

(d) Elnora may update its third-party AI providers from time to time, and will notify you of material changes that may affect data processing.

3.4 Beta Features

Elnora may offer access to beta or experimental features ("Beta Features"). Beta Features are provided "as is" and may be modified, suspended, or discontinued at any time without notice. Beta Features may be subject to additional terms.


4. Account and Access

4.1 Enterprise Accounts

The Platform is available exclusively to enterprise customers who have executed an MSA or Order Form with Elnora. There are no free or consumer accounts available.

4.2 Account Registration

To access the Platform, you must register for an account and provide accurate, complete, and current information. You are responsible for maintaining the accuracy of your account information.

4.3 Authorized Users

You may authorize your employees, contractors, and team members to access and use the Platform on your behalf. You are responsible for:

(a) Ensuring all Authorized Users comply with these Terms and the Acceptable Use Policy;

(b) All activities that occur under your account or through your Authorized Users;

(c) Maintaining the confidentiality of access credentials and promptly notifying Elnora of any unauthorized access.

4.4 Account Security

You are responsible for implementing appropriate security measures for your account, including:

(a) Using strong, unique passwords;

(b) Enabling multi-factor authentication where available;

(c) Promptly revoking access for Authorized Users who no longer require access;

(d) Reporting any suspected security incidents to security@elnora.ai immediately.


5. License Grant and Restrictions

5.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, Elnora grants you a limited, non-exclusive, non-transferable, non-sublicensable (except to Authorized Users) license to access and use the Platform during the Subscription Term solely for your internal business purposes related to biomedical research and protocol development.

5.2 Restrictions

You will not, and will not permit any third party to:

(a) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or model weights of the Platform;

(b) Copy, modify, or create derivative works of the Platform or any portion thereof;

(c) Remove or alter any proprietary notices, labels, or marks on the Platform;

(d) Use the Platform to develop a competing product or service to what is offered by Elnora;

(e) Access the Platform to build a similar or competitive product, or to copy any features, functions, or user interface;

(f) Sublicense, sell, resell, transfer, assign, or distribute the Platform or access thereto;

(g) Use the Platform for any purpose other than its intended use for biomedical protocol generation and optimization;

(h) Attempt to gain unauthorized access to any portion of the Platform, other accounts, computer systems, or networks connected to the Platform;

(i) Use the Platform in violation of applicable law or the Acceptable Use Policy.

5.3 Survival of Restrictions

The restrictions set forth in Section 5.2 shall survive termination or expiration of these Terms.


6. Customer Data

6.1 Ownership

As between you and Elnora, you retain all right, title, and interest in and to your Customer Data, including all Intellectual Property Rights therein. Nothing in these Terms transfers ownership of Customer Data to Elnora.

6.2 License to Elnora

You grant Elnora a limited, non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Data solely as necessary to:

(a) Provide the Services to you;

(b) Comply with applicable law or valid legal process;

(c) Enforce these Terms;

(d) As otherwise permitted under these Terms.

6.3 No Training on Customer Data

Elnora does not train any artificial intelligence or machine learning models on Customer Data. Elnora does not train models at all—we use existing foundation models provided by our third-party AI providers. Your Customer Data will never be used to train, fine-tune, or improve AI models without your explicit written consent in an executed amendment to these Terms.

6.4 Aggregated and Anonymized Data

Elnora may use aggregated, de-identified, and anonymized insights derived from your use of the Platform for the limited purpose of improving the accuracy, performance, and functionality of the Services, provided such data cannot identify you, your organization, or reveal your proprietary methods or Customer Data. You grant Elnora a perpetual, non-exclusive, royalty-free, worldwide license for such purposes.

6.5 Data Separation

Elnora maintains logical separation of Customer Data between customers. Your Customer Data is:

(a) Stored in logically separated databases;

(b) Never mixed or combined with other customers' data;

(c) Never used as inputs for protocols or outputs generated for other customers;

(d) Never shared with third parties except subprocessors bound by equivalent confidentiality and security obligations.

6.6 Data Security

Elnora implements and maintains industry-standard administrative, technical, and physical security measures designed to protect Customer Data against unauthorized access, destruction, use, modification, or disclosure, including:

(a) Encryption at rest: Customer Data is encrypted using AES-256 encryption;

(b) Encryption in transit: All data transmitted to and from the Platform is encrypted using TLS 1.2 or higher;

(c) Access controls: Role-based access controls and authentication mechanisms;

(d) Security certifications: SOC 2 Type 2 and ISO 27001 certifications (in progress as of December 2025; current status available at trust.elnora.ai).

Additional information about our security practices is available at trust.elnora.ai.

6.7 Data Processing

If you are located in the European Economic Area, United Kingdom, or Switzerland, or if you process personal data subject to GDPR, the Data Processing Addendum ("DPA") shall apply to the processing of personal data.

6.8 Security Incident Notification

In the event Elnora becomes aware of a security incident that results in unauthorized access to, acquisition of, or disclosure of Customer Data ("Security Breach"), Elnora will:

(a) Notify Customer of the Security Breach without undue delay, and in any event within seventy-two (72) hours of Elnora confirming that the Security Breach has occurred;

(b) Provide Information about the nature of the Security Breach, including, to the extent known: the categories and approximate volume of data affected, the likely consequences, and the measures taken or proposed to address the Security Breach;

(c) Cooperate with Customer in investigating and mitigating the Security Breach, including providing reasonable assistance with any notifications Customer is required to make to regulators or affected individuals;

(d) Document the Security Breach and remediation actions in accordance with applicable regulations.

Notification under this section shall be sent to the email address associated with your account or as otherwise specified in your MSA or Order Form. For current service level commitments regarding security response, please refer to our Service Level Agreement.


7. Intellectual Property

7.1 Customer Ownership of Outputs

As between you and Elnora, and to the extent permitted by applicable law:

(a) You retain all right, title, and interest in your Customer Data;

(b) You own all Outputs generated by the Platform from your Customer Data, including all protocols, media formulations, experimental designs, recommendations, and reports specifically created for you.

Elnora hereby assigns to you all of its right, title, and interest (if any) in and to Outputs generated from your Customer Data, subject to Elnora's retained rights in the Platform itself.

7.1.1 Output Similarity

Due to the nature of artificial intelligence and large language models, Outputs may not be unique. Other customers using the Platform with similar inputs may receive similar Outputs. You acknowledge that Elnora does not guarantee uniqueness of Outputs and claims no responsibility for similarity between Outputs generated for different customers.

7.2 Elnora Platform Rights

Elnora retains all right, title, and interest in and to the Platform, including:

(a) All software, code, algorithms, and systems underlying the Platform;

(b) All updates, enhancements, modifications, and improvements to the Platform;

(c) All AI models, methodologies, and techniques;

(d) All patents, copyrights, trademarks, trade secrets, and other Intellectual Property Rights in the foregoing.

You receive only the limited license rights expressly granted in these Terms. All other rights in the Platform are reserved by Elnora.

7.3 Customer Background IP

You retain all ownership rights to your pre-existing intellectual property, including protocols, experimental data, cell lines, media formulations, and other proprietary information provided to Elnora prior to or during the Subscription Term ("Background IP"). Elnora's use of your Background IP is limited solely to providing the Services.

7.4 Feedback

If you provide Feedback regarding the Platform, you grant Elnora a perpetual, non-exclusive, worldwide, sublicensable (through multiple tiers), royalty-free, fully-paid license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose, including improving the Platform or creating new features. Elnora has no obligation to implement any Feedback.


8. Confidentiality

8.1 Confidential Information

Each party (the "Receiving Party") agrees that the other party's (the "Disclosing Party") Confidential Information is proprietary and shall:

(a) Not use Confidential Information except as necessary to perform or exercise rights under these Terms;

(b) Not disclose Confidential Information to third parties except as permitted herein;

(c) Protect Confidential Information using at least the same protections used for its own confidential information, but no less than reasonable care;

(d) Limit access to Confidential Information to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as those in these Terms.

8.2 Scope of Confidential Information

Confidential Information includes:

(a) For Customer: All Customer Data, protocols generated, experimental results, strategic plans, and business information;

(b) For Elnora: Platform architecture, algorithms, AI models, source code, pricing, and business information;

(c) For both parties: The existence and terms of any MSA or Order Form.

8.3 Exclusions

Confidential Information does not include information that:

(a) Is or becomes publicly available through no breach of these Terms;

(b) Was rightfully known to the Receiving Party prior to disclosure without confidentiality restrictions;

(c) Is rightfully received from a third party without confidentiality obligations;

(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

8.4 Permitted Disclosures

Elnora may disclose your participation as a customer to prospective investors or in the context of a potential merger or acquisition, but only in aggregate form that does not reveal specific protocols, data, or results without your prior written consent.

8.5 Compelled Disclosure

If either party is legally compelled to disclose the other party's Confidential Information, the compelled party shall:

(a) Provide prompt written notice to the other party (to the extent legally permitted);

(b) Cooperate with the other party's efforts to seek a protective order or limit disclosure;

(c) Disclose only the minimum amount of Confidential Information required to comply with the legal obligation.


9. Third-Party Services

9.1 Infrastructure Providers

The Platform is hosted on third-party cloud infrastructure and uses third-party services for various functions. Current infrastructure providers include:

  • Amazon Web Services (AWS) - Primary cloud infrastructure
  • Anthropic - AI and language model services
  • Microsoft Azure - AI and language model services (OpenAI models)
  • Google Cloud Platform - AI and language model services (Gemini models)

A complete list of subprocessors is available at trust.elnora.ai or upon request.

9.2 Subprocessor Obligations

Elnora requires all subprocessors to:

(a) Maintain security measures equivalent to those required by these Terms;

(b) Process Customer Data only for the purpose of providing services to Elnora;

(c) Not use Customer Data for model training or any unauthorized purpose;

(d) Comply with applicable data protection requirements.

9.3 Integrations

If you enable integrations between Third-Party Services and the Platform:

(a) You grant Elnora permission to exchange Customer Data with such Third-Party Services as necessary to enable the integration;

(b) Such access is solely between you and the Third-Party Service and subject to the Third-Party Service's terms;

(c) Elnora is not responsible for the acts or omissions of any Third-Party Service provider.

9.4 Changes to Subprocessors

Elnora will notify you of material changes to its subprocessor list that may affect the processing of Customer Data. You may object to a new subprocessor by providing written notice within thirty (30) days of receiving notification.


10. Warranties and Disclaimers

10.1 Mutual Representations

Each party represents and warrants that:

(a) It has full power and authority to enter into these Terms;

(b) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.

10.2 Elnora Warranties

Elnora warrants that:

(a) It will perform the Services in a professional and workmanlike manner consistent with industry standards;

(b) The Platform will function substantially as described in the applicable documentation;

(c) It has the right to grant the licenses and access to the Platform as described herein;

(d) The Services will be provided in compliance with applicable laws and regulations.

10.3 Customer Warranties

You represent and warrant that:

(a) You own or have the right to provide all Customer Data with sufficient rights to grant the licenses described herein;

(b) Providing Customer Data to Elnora does not violate any third-party rights, including Intellectual Property Rights, privacy rights, or contractual obligations;

(c) All Customer Data provided is accurate to the best of your knowledge;

(d) Your use of the Platform will comply with the Acceptable Use Policy and all applicable laws.

10.4 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

ELNORA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

(a) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;

(b) WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;

(c) WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT.

10.5 AI Output Disclaimer

YOU ACKNOWLEDGE AND AGREE THAT:

(a) Outputs generated by the Platform may contain errors, inaccuracies, or incomplete information;

(b) Outputs are probabilistic in nature and should not be relied upon as the sole source of truth for scientific, regulatory, or clinical decisions;

(c) AI-generated recommendations are not a substitute for professional scientific judgment;

(d) Biological systems are inherently variable and unpredictable, and Elnora cannot guarantee specific experimental results or control the biological characteristics of materials used by you;

(e) Protocols generated by the Platform may not work in the laboratory without modification;

(f) All Outputs must be independently validated by qualified scientific personnel before laboratory implementation, regulatory submission, or clinical use.

10.6 Regulatory Disclaimer

The Platform and Outputs are not designed for, and should not be used for, direct regulatory submissions without independent validation. Elnora makes no warranty that Outputs will:

(a) Meet FDA, EMA, or other regulatory agency requirements;

(b) Satisfy Good Laboratory Practice (GLP), Good Clinical Practice (GCP), or Good Manufacturing Practice (GMP) standards;

(c) Be suitable for clinical trials or human use without additional validation.

You are solely responsible for ensuring that any use of Outputs in regulatory contexts complies with applicable requirements.


11. Limitation of Liability

11.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE GREATER OF:

(a) THE FEES PAID OR PAYABLE BY CUSTOMER TO ELNORA UNDER THE APPLICABLE MSA OR ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(b) TWENTY-FIVE THOUSAND DOLLARS ($25,000 USD).

11.2 Exclusion of Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

(a) LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES;

(b) LOST DATA OR DATA RESTORATION COSTS;

(c) BUSINESS INTERRUPTION OR LOSS OF GOODWILL;

(d) COST OF SUBSTITUTE GOODS OR SERVICES;

EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Exceptions

The limitations in Sections 11.1 and 11.2 shall not apply to:

(a) Breach of confidentiality obligations under Section 8;

(b) Either party's indemnification obligations;

(c) Your payment obligations;

(d) Breach of license restrictions under Section 5.2;

(e) Either party's gross negligence, willful misconduct, or fraud.

11.4 Essential Basis of the Bargain

The parties acknowledge that the limitations of liability in this Section 11 reflect an informed, voluntary allocation of risk and form an essential basis of the bargain between the parties. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.


12. Indemnification

12.1 Elnora Indemnification

Elnora shall defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from any claim that Customer's authorized use of the Platform in accordance with these Terms infringes a third party's Intellectual Property Rights, and will pay any judgment or approved settlement arising from such claim.

12.2 Exclusions from Elnora Indemnification

Elnora shall have no obligation to indemnify Customer to the extent the claim arises from:

(a) Customer's modification of the Platform or Outputs;

(b) Combination of the Platform with technology not provided by Elnora;

(c) Customer Data or Customer's inputs;

(d) Customer's use of the Platform in a manner that Customer knew or should have known violated third-party rights;

(e) Customer's continued use of the Platform after being notified of allegedly infringing activity;

(f) Outputs generated by the Platform, including any claims that such Outputs infringe third-party Intellectual Property Rights. Customer acknowledges that AI-generated Outputs may inadvertently resemble or incorporate elements similar to third-party content, and Customer is responsible for reviewing Outputs before use.

12.3 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Elnora from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

(a) Customer Data or Customer's use of the Platform;

(b) Customer's or Authorized Users' violation of these Terms or the Acceptable Use Policy;

(c) Customer's violation of third-party rights;

(d) Customer's violation of applicable law.

12.4 Indemnification Procedure

The indemnified party shall:

(a) Provide prompt written notice of the claim;

(b) Grant the indemnifying party sole control of the defense and settlement;

(c) Provide reasonable assistance and cooperation.

The indemnifying party shall not settle any claim in a manner that admits liability on behalf of the indemnified party without the indemnified party's prior written consent.


13. Term and Termination

13.1 Term

The term of these Terms commences on the date you first access the Platform and continues until terminated in accordance with this Section 13 or until the expiration of all Subscription Terms under any MSA or Order Form.

13.2 Termination for Cause

Either party may terminate these Terms and any MSA or Order Form immediately upon written notice if the other party:

(a) Commits a material breach that is not cured within ten (10) days of written notice specifying the breach;

(b) Engages in fraud, willful misconduct, or illegal activity;

(c) Becomes insolvent, makes an assignment for the benefit of creditors, or ceases business operations.

13.3 Termination by Elnora

Elnora may terminate these Terms immediately upon written notice if:

(a) Provision of the Services becomes prohibited by applicable law;

(b) You violate the Acceptable Use Policy;

(c) Continued provision of Services would pose a security risk or risk of liability.

13.4 Effect of Termination

Upon termination or expiration of these Terms:

(a) All licenses granted herein terminate immediately;

(b) You must immediately cease all use of the Platform;

(c) Elnora will make Customer Data available for export for sixty (60) days following termination, after which Elnora may delete Customer Data in accordance with its data retention policies;

(d) Each party shall return or securely destroy all Confidential Information of the other party within thirty (30) days (except for backup copies automatically generated by the receiving party's software systems and copies required by law);

(e) All outstanding payment obligations remain due and payable.

13.5 Survival

The following sections shall survive termination or expiration of these Terms: Section 2 (Definitions), Section 5.2 (Restrictions), Section 5.3 (Survival of Restrictions), Section 6 (Customer Data) to the extent necessary for data return, Section 7 (Intellectual Property), Section 8 (Confidentiality), Section 10.4-10.6 (Disclaimers), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13.4-13.5 (Effect of Termination, Survival), and Section 14 (General Provisions).


14. General Provisions

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles.

14.2 Dispute Resolution

(a) Informal Resolution. Before initiating any formal dispute resolution, the parties shall attempt to resolve any dispute through good-faith discussions for a period of thirty (30) days following written notice of the dispute.

(b) Arbitration. Any dispute not resolved through informal discussions shall be finally settled by binding arbitration administered by the International Chamber of Commerce ("ICC") under its Arbitration Rules by one (1) arbitrator. The arbitration shall be conducted in English at a neutral location mutually agreed by the parties.

(c) Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect Confidential Information or Intellectual Property Rights.

14.3 Entire Agreement

These Terms, together with any MSA, Order Form, and policies incorporated by reference, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

14.4 Amendments

No modification, amendment, or waiver of these Terms shall be effective unless in writing and signed by authorized representatives of both parties, except as expressly provided herein regarding updates to these Terms.

14.5 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall remain in full force and effect.

14.6 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

14.7 Assignment

Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign these Terms without consent:

(a) In connection with a merger, acquisition, or sale of all or substantially all of its assets; or

(b) To an affiliate.

Any attempted assignment in violation of this Section is void. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

14.8 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

14.9 No Third-Party Beneficiaries

These Terms are solely for the benefit of the parties and do not create any third-party beneficiary rights.

14.10 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, or failures of third-party telecommunications or power supply.

14.11 Notices

All notices under these Terms must be in writing and sent to:

For Elnora: Elnora AI, Inc. Attn: Legal Department 48 South Rio Grande Street Salt Lake City, UT 84101 Email: legal@elnora.ai

For Customer: The address specified in your MSA, Order Form, or account registration.

Notices are deemed given: (a) Upon confirmed delivery if by email; (b) When delivered if by personal delivery; (c) Two (2) business days after mailing if by overnight courier.

14.12 Export Compliance

You shall comply with all applicable export control and sanctions laws and regulations, including the U.S. Export Administration Regulations and economic sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control. You represent that you are not located in, or a resident or national of, any country subject to U.S. trade sanctions.

14.13 Government Use

If you are a U.S. government entity or using the Platform on behalf of a U.S. government entity, the Platform is provided as "commercial computer software" and "commercial computer software documentation" as those terms are defined in applicable regulations, and the government's rights are limited to those set forth in these Terms.

14.14 Counterparts and Electronic Signatures

Any MSA or Order Form may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement. Electronic signatures shall have the same legal effect as original signatures.


15. Contact Information

If you have questions about these Terms, please contact us:

General Inquiries: contact@elnora.ai

Legal Inquiries: legal@elnora.ai

Support: support@elnora.ai

Security: security@elnora.ai

Data Protection Officer: Carmen Kivisild carmen.kivisild@elnora.ai