Terms of Service | Elnora AI

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.

Elnora AI OÜ is a wholly-owned subsidiary of Elnora AI, Inc. 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 among the documents governing the relationship between the parties, the following order of precedence applies (each document taking precedence over those listed below it):

Order Form (including any Statements of Work);
Master Service Agreement ("MSA");
Data Processing Addendum ("DPA");
Acceptable Use Policy ("AUP");
Service Level Agreement ("SLA");
These Terms of Service;
Privacy Policy.

Where a document is silent on a matter addressed by a document lower in the hierarchy, the lower document governs. No conflict exists merely because a higher-ranked document is more specific or more favorable to one party on a particular point.

Notwithstanding the foregoing order of precedence, the DPA governs with respect to the processing of personal data and data-protection matters, and the Standard Contractual Clauses (where applicable) prevail over the DPA, in each case to the extent of any conflict.

1.4 Additional Policies

Your use of the Platform is also governed by:

Our Acceptable Use Policy available at elnora.ai/acceptable-use-policy
Our Privacy Policy available at elnora.ai/privacy-policy

These policies are incorporated into these Terms by reference.

1.5 Changes to Terms

Elnora distinguishes between material and non-material changes to these Terms.

Material changes are those that meaningfully alter a party's rights or obligations — including changes to pricing methodology, data processing practices, liability caps, or warranty scope. Material changes require:

(a) At least thirty (30) days' prior written notice to the email address associated with your account; and

(b) An opportunity for Customer to terminate the applicable MSA or Order Form without penalty before the revised Terms take effect, if Customer provides written notice of termination within such thirty (30) day period.

Material changes to an executed MSA or Order Form additionally require a written amendment signed by authorized representatives of both parties in accordance with Section 16.4.

Non-material changes are those that do not alter substantive rights or obligations — including editorial corrections, updated contact information, clarifications that do not change meaning, and changes required to comply with applicable law. Non-material changes may be made by posting the revised Terms on our website and providing notice via email to the address associated with your account. The revised Terms take effect on the date of posting unless a later effective date is specified.

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 elnora.ai/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.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests.

"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.

"Service Level Agreement" or "SLA" means the service level commitments document available at elnora.ai/sla.

"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 the Service Level Agreement and 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 contractually requires these third-party AI providers, under the terms governing Elnora's use of their services, not to use Customer Data to train, fine-tune, or improve their models and to process Customer Data only as necessary to provide services to Elnora, as further described in the Data Processing Addendum (§5);

(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;

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;

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

5. Fees, Payment, and Suspension

5.1 Fees

Customer shall pay all fees specified in the applicable MSA or Order Form ("Fees"). All Fees are stated and payable in United States Dollars unless the Order Form specifies otherwise. Fees are non-cancellable and, except as expressly set out in Sections 11.2(a), 14.3, 15.4, 16.7, and 16.10 of these Terms, in Section 7.6 of the Service Level Agreement, or as otherwise expressly provided in the applicable MSA or Order Form, non-refundable.

5.2 Invoicing and Payment Terms

Elnora will invoice Customer in accordance with the billing schedule set forth in the applicable Order Form. Unless the Order Form specifies otherwise, invoices are due and payable within thirty (30) days of the invoice date.

5.3 Taxes

All Fees are exclusive of applicable taxes. Customer is responsible for all sales, use, value-added (VAT), goods and services (GST), withholding, and similar taxes and levies imposed by any governmental authority on the transactions contemplated by these Terms, excluding taxes based solely on Elnora's net income. Where Elnora is required to collect such taxes, Elnora will include them as a separate line item on the invoice. Customer will provide Elnora with any applicable tax exemption certificates prior to invoicing.

5.4 Late Payment

Undisputed amounts not paid within thirty (30) days of the invoice due date accrue interest at the lesser of (a) one and one-half percent (1.5%) per month, or (b) the maximum rate permitted by applicable law, calculated from the invoice due date until the date of payment in full. Elnora may engage a collection agency and recover reasonable collection costs for amounts more than sixty (60) days overdue.

5.5 Fee Disputes

Customer must notify Elnora of any good-faith fee dispute in writing within thirty (30) days of the invoice date, specifying the disputed amount and the basis for the dispute. The parties will work in good faith to resolve the dispute within fifteen (15) business days. Undisputed portions of any invoice remain due and payable on their original due date. Elnora will not suspend access or assess late-payment interest on amounts subject to a good-faith dispute while the dispute is pending resolution.

5.6 Mid-Term Price Changes

Fees for the current Subscription Term are fixed as specified in the applicable Order Form and may not be increased during that term without Customer's written consent. Elnora may adjust Fees for renewal terms upon at least ninety (90) days' prior written notice before the end of the then-current Subscription Term.

5.7 Suspension for Non-Payment

If Customer's account has an undisputed, overdue balance of more than thirty (30) days, Elnora may, upon fifteen (15) days' prior written notice to Customer, suspend Customer's access to the Platform until the overdue balance is paid in full. Elnora will restore access promptly, and in any event within one (1) business day of confirmed receipt of payment. Suspension for non-payment does not relieve Customer of its payment obligations and does not constitute termination. Elnora will not suspend access during a pending good-faith fee dispute under Section 5.5.

6. License Grant and Restrictions

6.1 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), subscription-based, term-limited license to access and use the Platform during the Subscription Term solely for your internal business purposes related to biomedical research and protocol development.

6.2 Permitted Users and Affiliates

The license granted in Section 6.1 permits access by your Authorized Users. Customer may extend access to Authorized Users employed by or contracting for Customer's Affiliates, provided Customer remains liable for such Affiliates' compliance with these Terms.

6.3 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;

(d) Use or access the Platform to develop, or to assist a third party in developing, a competing or substantially similar product or service, including by copying any features, functions, or user interface;

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

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

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

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

Nothing in Section 6.3(a) or 6.3(b) restricts any right you have under applicable mandatory law that cannot be excluded by contract, including the rights to decompile for interoperability and to observe, study, test, or correct errors in the Platform software to the extent granted by Articles 5(3) and 6 of Directive 2009/24/EC, by sections 50A-50C of the UK Copyright, Designs and Patents Act 1988, or by equivalent applicable law. Before exercising any such right you will, where the law permits, give Elnora prior written notice and a reasonable opportunity to provide the interoperability or correction information itself.

6.4 Survival of Restrictions

The restrictions set forth in Section 6.3 shall survive termination or expiration of these Terms.

7. Customer Data

7.1 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.

7.2 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;

(d) As otherwise expressly instructed by you or permitted under the DPA.

7.3 No Training on Customer Data

Elnora does not train any artificial intelligence or machine learning models on Customer Data. Elnora generates Outputs using foundation models provided by its 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.

7.4 Aggregated and Anonymized Data

Elnora may use aggregated and anonymized insights derived from your use of the Platform (including usage patterns, feature adoption, and performance metrics) for the limited purpose of improving the accuracy, performance, and functionality of the Services, provided such data has been irreversibly anonymized so that no natural person, you, or your organization can be identified or re-identified by any reasonably likely means, such that the data no longer constitutes personal data under applicable data protection law, and does not reveal your proprietary methods or Customer Data. You grant Elnora a perpetual, non-exclusive, royalty-free, worldwide license for such purposes. Such aggregated and anonymized insights are not Customer Data. For the avoidance of doubt, nothing in this Section 7.4 permits Elnora to use Customer Data, or to train, fine-tune, or otherwise adjust any artificial intelligence or machine learning model, in any manner inconsistent with Section 7.3.

7.5 Data Separation

Elnora maintains logical separation of Customer Data between customers (subject only to Elnora's use of aggregated, de-identified data as permitted under Section 7.4). Your Customer Data is:

(a) Stored in logically separated databases;

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

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

7.6 Data Security

Elnora implements and maintains, directly or through its infrastructure providers, 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;

(d) Security certifications: Elnora holds an ISO/IEC 27001:2022 certification and a SOC 2 Type 2 attestation. Audit reports are available on request under standard confidentiality terms. Current status available at trust.elnora.ai.

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

7.7 Data Processing

If you are located in the European Economic Area, United Kingdom, or Switzerland, if you process personal data subject to the GDPR or UK GDPR, or if you are subject to the California Consumer Privacy Act (as amended by the CPRA) or any other applicable data protection law, the Data Processing Addendum ("DPA") shall apply to the processing of personal data and is incorporated into these Terms by reference.

7.8 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 becoming aware 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.

8. Intellectual Property

8.1 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. This assignment conveys only such rights, if any, as Elnora may hold in the Outputs; it is not a representation or warranty that any Output is original, protectable, or free of third-party rights, and Section 14.2(f) governs IP-infringement risk arising from Outputs.

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.

8.2 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;

(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, except for open-source and third-party components governed by Section 8.5.

8.3 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. Background IP means your pre-existing IP that is not created by the Platform; to the extent any item is both Background IP and Customer Data, the protections of Section 7 also apply, and Background IP does not include Outputs (governed by Section 8.1).

8.4 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 related to improving or developing the Platform or Elnora's products and services, including creating new features. Elnora has no obligation to implement any Feedback. Elnora does not acquire any ownership interest in Customer Data by virtue of any Feedback that happens to reference or embed Customer Data.

8.5 Open-Source and Third-Party Components

The Platform may incorporate open-source and other third-party software components that are licensed under their own terms. To the extent of any conflict between these Terms and the licence applicable to such a component, that component's licence governs solely with respect to that component. Elnora's ownership and the restrictions in Section 6.3 do not apply to any such component to the extent prohibited by its licence. A list of material open-source components and their licence notices is available at trust.elnora.ai or on request.

9. Confidentiality

9.1 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.

9.2 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;

9.3 Exclusions

Confidential Information does not include information that:

(a) Is or becomes publicly available through no act or omission of the Receiving Party;

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

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

9.4 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.

9.5 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;

9.6 Duration

Each party's obligations of confidentiality under this Section 9 shall remain in effect during the Subscription Term and for a period of five (5) years following the expiration or termination of these Terms; provided, however, that obligations with respect to Customer Data and trade secrets shall survive indefinitely to the extent required by applicable law.

9.7 Injunctive Relief

Each party acknowledges that any breach or threatened breach of this Section 9 may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching party shall be entitled to seek injunctive or other equitable relief from any court of competent jurisdiction without the requirement to post a bond or other security, and without prejudice to any other rights or remedies available at law or in equity.

10. Third-Party Services

10.1 Infrastructure Providers

The Platform is hosted on third-party cloud infrastructure and uses third-party AI providers. A current list of infrastructure providers, AI providers, and subprocessors is available at trust.elnora.ai or upon request.

10.2 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;

(d) Comply with applicable data protection requirements.

10.3 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;

10.4 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.

11. Warranties and Disclaimers

11.1 Mutual Representations

Each party represents and warrants that:

(a) It has full power and authority to enter into these Terms and that the person accepting these Terms on its behalf is duly authorized to do so;

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

11.2 Elnora Warranties

Elnora warrants that:

(a) The Platform will perform substantially in accordance with its applicable documentation during the Subscription Term;

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

(d) It will provide the Services in compliance with all laws and regulations applicable to Elnora in its provision of the Services.

Customer's sole remedy for a breach of the warranty in Section 11.2(a) is for Elnora to use commercially reasonable efforts to correct the non-conformity; if Elnora is unable to do so within thirty (30) days of Customer's written notice, Customer may terminate the applicable Order Form and receive a pro-rated refund of prepaid Fees for the remainder of the then-current Subscription Term.

11.3 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;

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

11.4 Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTIONS 11.1–11.2 AND SUBJECT TO ANY WARRANTIES OR STATUTORY TERMS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, 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.

11.5 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.

11.6 Regulatory Disclaimer

The Platform is offered on a Research Use Only (RUO) basis. The Platform is not a medical device and is not validated or approved for clinical, diagnostic, or treatment use.

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, MHRA, 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.

12. Limitation of Liability

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

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

THE CAP IN THIS SECTION 12.1 APPLIES MUTUALLY — IT LIMITS BOTH ELNORA'S LIABILITY TO CUSTOMER AND CUSTOMER'S LIABILITY TO ELNORA.

12.2 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.

12.4 Essential Basis of the Bargain

The parties acknowledge that the limitations of liability in this Section 12 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.

12.5 Non-Excludable Liability

Nothing in these Terms excludes or limits either party's liability for (i) death or personal injury caused by that party's negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited under applicable law.

13. Insurance

Elnora carries workers' compensation where required by law. At our current stage we do not maintain standing cyber liability, technology errors and omissions, or commercial general liability insurance, but we are willing to procure the coverages, limits, and named-insured endorsements a Customer requires as part of the applicable Order Form. Once a coverage is in place, Elnora will provide a certificate of insurance on written request and notify Customer of any material reduction or cancellation of coverage referenced in an Order Form.

14. Indemnification

14.1 Elnora Indemnification

Elnora shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents (collectively, "Customer Indemnitees") 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 or misappropriates a third party's Intellectual Property Rights ("IP Claim"), and will pay any final judgment or approved settlement arising from such IP Claim.

14.2 Exclusions from Elnora Indemnification

Elnora shall have no obligation to indemnify Customer Indemnitees to the extent the IP Claim arises from:

(a) Customer's modification of the Platform or Outputs beyond what is expressly permitted by these Terms;

(b) Combination of the Platform with technology or data not provided or approved by Elnora, where the infringement arises from such combination;

(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 in writing by Elnora of the allegedly infringing activity and being offered a non-infringing alternative;

(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.

14.3 Mitigation Options

If an IP Claim is made or threatened, Elnora may, at its sole option and expense: (a) procure the right for Customer to continue using the Platform; (b) replace or modify the allegedly infringing component to make it non-infringing while preserving substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the applicable Order Form and refund to Customer a pro-rated portion of prepaid Fees for the unused remainder of the Subscription Term.

14.4 IP Indemnity as Exclusive Remedy

SECTION 14.1 STATES ELNORA'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY THIRD-PARTY INTELLECTUAL PROPERTY CLAIM ARISING OUT OF CUSTOMER'S USE OF THE PLATFORM.

14.5 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Elnora and its officers, directors, employees, and agents 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 in breach of these Terms;

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

(d) Customer's violation of applicable law.

14.6 Indemnification Procedure

The following procedure applies to all indemnification obligations under this Section 14:

(a) The indemnified party shall provide prompt written notice of the claim to the indemnifying party; failure to provide timely notice will not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced by the delay;

(b) The indemnifying party shall have sole control of the defense and settlement of the claim, using counsel reasonably acceptable to the indemnified party;

(d) The indemnifying party shall not enter into any settlement that admits fault, imposes obligations, or restricts the rights of the indemnified party without the indemnified party's prior written consent.

15. Term and Termination

15.1 Term

The term of these Terms commences on the date you first access the Platform and continues until terminated in accordance with this Section 15 or until the expiration of all Subscription Terms under any MSA or Order Form.

15.2 Subscription Term and Auto-Renewal

Each Order Form specifies its initial Subscription Term. Unless an Order Form expressly states otherwise or either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current Subscription Term, the Order Form will automatically renew for successive periods equal to the initial Subscription Term (or twelve (12) months if the initial term exceeds twelve months), at Elnora's then-current list prices or as otherwise specified in the Order Form. Elnora will send a renewal reminder no later than ninety (90) days before the renewal date.

15.3 Termination for Convenience

Either party may terminate any MSA or Order Form (and, if all Order Forms are terminated, these Terms) for convenience upon at least sixty (60) days' prior written notice to the other party. Customer is not entitled to a refund of prepaid Fees for any portion of a Subscription Term remaining after the effective date of convenience termination, unless the Order Form specifies otherwise.

15.4 Termination for Cause

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

(a) Commits a material breach that is not cured within thirty (30) days of written notice specifying the breach in reasonable detail (or within seven (7) days if the breach is non-payment of undisputed Fees);

(b) Engages in fraud, willful misconduct, or illegal activity that materially affects the other party;

(c) Becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver or administrator appointed, or ceases business operations.

Where Customer terminates for Elnora's uncured material breach under Section 15.4(a), Elnora will refund to Customer a pro-rated portion of prepaid Fees for the remainder of the then-current Subscription Term.

15.5 Termination by Elnora for Specific Cause

Elnora may terminate these Terms upon written notice if:

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

(b) Customer's continued use of the Platform would cause Elnora to violate applicable law or a regulatory requirement; or

(c) After Elnora provides Customer notice of a violation of the Acceptable Use Policy, Customer fails to cure the violation within ten (10) business days.

15.6 Suspension Rights

In addition to the suspension right in Section 5.7 (non-payment), Elnora may suspend Customer's access to the Platform with written notice (or without notice in emergency circumstances) if:

(a) Security threat: Elnora reasonably determines that Customer's use poses an imminent security risk to the Platform or other customers; Elnora will notify Customer as soon as practicable and will restore access promptly upon resolution of the security concern;

(b) AUP violation: Customer has materially violated the Acceptable Use Policy and has not cured the violation within five (5) business days after Elnora's written notice;

Suspension is not termination. Elnora will use commercially reasonable efforts to provide advance notice of suspension except where doing so would exacerbate the underlying harm. Elnora will lift a suspension as soon as the basis for suspension is resolved.

15.7 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) Data Export: Elnora will make Customer Data available for export through the Platform's self-service functionality in a standard machine-readable format during the Subscription Term and for thirty (30) days following the effective date of termination or expiration. During this period Elnora may provide reasonable transition assistance upon Customer's written request (at Elnora's then-current professional services rates unless otherwise agreed). Elnora will delete Customer Data within thirty (30) days of termination or expiration in accordance with the Data Processing Addendum § 12.2 and its data retention policies;

(d) Each party shall return or securely destroy all Confidential Information of the other party within thirty (30) days of the termination or expiration date (except for backup copies automatically generated by the receiving party's systems and copies required by applicable law, which shall remain subject to the confidentiality obligations of Section 9);

(e) All outstanding, undisputed payment obligations that accrued prior to the effective date of termination remain due and payable.

15.8 Survival

The following sections shall survive termination or expiration of these Terms: Section 2 (Definitions), Section 6.3 (Restrictions), Section 6.4 (Survival of Restrictions), Section 7 (Customer Data) to the extent necessary for data return and Section 7.3 (No Training) and Section 7.4 (Aggregated Data), Section 8 (Intellectual Property), Section 9 (Confidentiality), Section 11.4–11.6 (Disclaimers), Section 12 (Limitation of Liability), Section 14 (Indemnification), Section 15.7–15.8 (Effect of Termination, Survival), and Section 16 (General Provisions).

16. General Provisions

16.1 Governing Law

These Terms are governed by and construed in accordance with the substantive laws of the jurisdiction of the contracting Elnora entity specified in your MSA or Order Form, without regard to its conflict-of-laws principles: (a) where the contracting entity is Elnora AI, Inc., the laws of the State of Delaware, USA; (b) where the contracting entity is Elnora AI OÜ, the laws of the Republic of Estonia. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 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 appointed in accordance with those rules. The seat of arbitration shall be as specified in the applicable MSA or Order Form, or, if none is specified, Wilmington, Delaware where the contracting entity is Elnora AI, Inc., and Tallinn, Estonia where the contracting entity is Elnora AI OÜ. The arbitration shall be conducted in the English language. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. This arbitration agreement does not apply to, and does not limit, any claim, right, or remedy that cannot be subjected to arbitration or to a foreign seat under applicable mandatory law, including a data subject's rights under Articles 79 and 82 GDPR and any equivalent UK GDPR / Data Protection Act 2018 rights, which are governed by the Data Processing Addendum and the courts identified therein.

(c) Injunctive Relief. Notwithstanding the foregoing, either party may seek interim or preliminary injunctive or other equitable relief in aid of arbitration from any court of competent jurisdiction to protect Confidential Information or Intellectual Property Rights, without the requirement to post bond and without prejudice to any other rights or remedies.

(d) Class Action Waiver. To the maximum extent permitted by applicable law, each party waives any right to bring or participate in a class, collective, or representative action against the other party, and all disputes must be brought and resolved on an individual basis. Nothing in this Section limits any right of collective redress or representative action that cannot be waived under applicable law, including under Directive (EU) 2020/1828 or Article 80 GDPR.

16.3 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.

16.4 Amendments

No modification, amendment, or waiver of these Terms shall be effective unless in writing and signed by authorized representatives of both parties. For the avoidance of doubt, non-material changes to these Terms may be made by Elnora through the posted-notice mechanism described in Section 1.5 and do not require a signed written amendment; material changes require both the notice-and-termination-right process set out in Section 1.5 and a signed written amendment where an MSA or Order Form is in effect.

16.5 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.

16.6 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.

16.7 Assignment and Change of Control

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) To an affiliate; or

(b) In connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under these Terms.

Notwithstanding the foregoing, if Elnora is acquired by, merges with, or otherwise comes under the control of an entity that is a direct competitor of Customer, Customer may terminate the applicable MSA or Order Form on sixty (60) days' written notice delivered within ninety (90) days of Customer's actual notice of such change of control, and Elnora will refund a pro-rated portion of prepaid Fees for the unused remainder of the Subscription Term.

Any permitted assignee or successor in interest shall assume and remain bound by the DPA and the Standard Contractual Clauses (where applicable) with respect to Customer Personal Data. Elnora will notify Customer of any assignment that results in a change of the entity processing Customer Personal Data.

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.

16.8 Independent Contractors

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

16.9 No Third-Party Beneficiaries

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

16.10 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, earthquake, fire, or flood; war, terrorism, civil unrest, or government action; pandemic, epidemic, or public health emergency; failure of public infrastructure including power grid or telecommunications; cybersecurity attacks, distributed denial-of-service attacks, or intrusions on third-party infrastructure; or supply chain disruptions beyond the affected party's reasonable control. The affected party shall: (a) notify the other party promptly of the force majeure event and its expected duration; (b) use commercially reasonable efforts to mitigate the effects; and (c) resume performance as soon as the cause is removed. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Order Form on written notice, and Elnora will refund a pro-rated portion of prepaid Fees for the unused portion of the Subscription Term.

16.11 Notices

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

For Elnora: Notices must be sent to the contracting Elnora entity specified in your MSA or Order Form. If the contracting entity is Elnora AI, Inc.: Attn: Legal Department, 48 South Rio Grande Street, Salt Lake City, UT 84101, USA, legal@elnora.ai. If the contracting entity is Elnora AI OÜ: Attn: Legal Department, Vesiroosi tn 6, Laagri alevik, Saue vald, Harju maakond, 76401, Estonia, 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.

16.12 Export Compliance

Each party shall comply with all applicable export control and trade sanctions laws and regulations, including the U.S. Export Administration Regulations and the economic sanctions programs administered by OFAC, the EU, the UK, and the UN. Customer represents that it is not located in a comprehensively embargoed country, is not on (or owned or controlled by a person on) any U.S., EU, UK, or UN restricted-party list (including the OFAC SDN, BIS Entity, and OFAC Consolidated Sanctions lists), and will not use the Platform in violation of applicable export controls or sanctions.

16.13 Anti-Bribery

Each party represents and warrants that it has not and will not offer, promise, pay, or authorize the payment of any money or other thing of value to any government official, government employee, political party, or candidate for political office for the purpose of influencing any act or decision in order to obtain or retain business or secure any improper advantage, in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law. Each party agrees to maintain reasonable internal controls designed to prevent such conduct.

16.14 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 FAR 48 C.F.R. 12.212 and DFARS 227.7202-1 through 227.7202-4, and the government's rights are limited to those set forth in these Terms.

16.15 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.

17. 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

Privacy Contact: privacy@elnora.ai

These Terms of Service are effective as of June 17, 2026.

Elnora AI, Inc. (a Delaware corporation, file no. 4494630) 48 South Rio Grande Street Salt Lake City, UT 84101 United States

Elnora AI OÜ (registry code 16818352) Harju maakond, Saue vald, Laagri alevik Vesiroosi tn 6, 76401 Estonia