Terms of Service

Welcome, and thank you for your interest in Elements, Inc. ("Elements," "Company," "we," or "us"), makers of Cicely AI. These Terms of Service ("Terms") govern your access to and use of Elements's software, platform, APIs, documentation, and related tools, including the website cicely.ai, and all related software and services made available by Elements (collectively, the "Service"). By using the Service, you agree to these Terms.

Please also read our Privacy Policy, which explains how we collect, use, disclose, and process personal data.

If you are entering into these Terms on behalf of an entity, you represent that you have the legal authority to bind that entity.

1. Access and Use

1.1. Provision of Access. Elements builds AI-powered tools designed to help professionals work more effectively. The Service provides AI-generated outputs, insights, and other functions based on your inputs. Subject to your compliance with these Terms, Elements grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service.

1.2. Content. You may provide inputs to the Service ("Inputs") and receive AI-generated responses, outputs, or other results based on your Inputs ("Outputs"). Inputs and Outputs are collectively referred to as "Content." We may use Content to provide the Service, comply with applicable law, enforce our terms and policies, and keep the Service safe. By submitting Inputs to the Service, you represent and warrant that you have all rights, licenses, and permissions necessary for us to process the Inputs under these Terms.

1.3. Model Training. ELEMENTS WILL NOT USE CONTENT TO TRAIN, OR ALLOW ANY THIRD PARTY TO TRAIN, ANY AI MODELS, UNLESS YOU'VE EXPLICITLY AGREED TO THE USE OF CONTENT FOR TRAINING. By default, your Inputs and Outputs are never used for model training. We may introduce an optional mode in the future that allows you to contribute data to help improve Elements's models; participation will always be opt-in and clearly disclosed.

1.4. Limitations for Outputs. You acknowledge that Outputs are generated automatically by machine learning technology and may be similar to or the same as Outputs provided to other users. No rights to any Outputs generated for other users are granted to you under these Terms. Further, you acknowledge that there are numerous limitations that apply with respect to Outputs provided by large language and other AI models, including that: (i) Outputs may contain errors or misleading information; (ii) AI models may lack the ability to think creatively, resulting in repetitive or formulaic content; (iii) AI models can struggle with understanding the nuances of language, including slang, idioms, and cultural references; (iv) AI models can struggle with complex tasks that require reasoning, judgment, and decision-making; and (v) data used to train AI models may be of poor quality or biased. You agree that you are responsible for evaluating, and bearing all risks associated with, the use of any Outputs, including any reliance on the accuracy, completeness, or usefulness of Outputs.

1.5. Use Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (i) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code or underlying structure of the Service; (ii) reproduce, modify, translate, or create derivative works of the Service; (iii) rent, lease, lend, or sell the Service; (iv) remove any proprietary notices from the Service; (v) use the Service or any Outputs to develop or train a model that is competitive with the Service, or engage in model extraction or theft attacks; (vi) probe, scan, or attempt to penetrate the Service; (vii) harvest, scrape, or extract data from the Service; (viii) use the Service in any manner that infringes, misappropriates, or otherwise violates any third party's intellectual or other rights, or that violates any applicable laws or regulations; (ix) provide, distribute, or sell the Service to a third party for a fee or free of charge; or (x) knowingly permit any third party to do any of the foregoing. You will promptly notify Elements of any unauthorized use that comes to your attention and provide reasonable cooperation to prevent and terminate such use.

1.6. Beta Services. From time to time, Elements may make beta services available to you. Beta services will be clearly designated as beta, pilot, limited release, early access, evaluation, or a similar description. You may choose to use or not use such beta services in your sole discretion. Beta services are intended for evaluation purposes and not for production use, are not fully supported, and may be subject to additional terms. Beta services are provided on an "as-is" and "as available" basis without any warranty, support, maintenance, or storage of any kind. Elements may discontinue beta services at any time in its sole discretion and may never make them generally available. ELEMENTS SHALL HAVE NO LIABILITY WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES. USE AT YOUR OWN RISK.

2. Eligibility

You must be at least 18 years old or the age of majority in your jurisdiction, whichever is higher, to use the Service. By agreeing to these Terms, you represent and warrant that: (a) you meet the age requirement above; (b) you have not previously been suspended or removed from the Service; and (c) your registration and use of the Service is in compliance with all applicable laws in your region.

3. Account Registration and Access

To access most features of the Service, you must register for an account. When you register, you may be required to provide information such as your name, email address, or other contact information. You agree that the information you provide is accurate, complete, and not misleading, and that you will keep it up to date at all times. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, you must immediately notify us at contact@elements.im.

4. Payment Terms

4.1. Paid Services. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law.

4.2. Pricing. Elements reserves the right to determine pricing for the Service. We will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing information. Elements may change the fees for any feature of the Service if we give you advance notice of changes before they apply. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on Elements's net income.

4.3. Subscription Service. The Service may include subscription-based plans with automatically recurring payments for periodic charges ("Subscription Service"). Your Subscription Service will begin on the date you purchase your first subscription and will automatically renew for successive periods of the same duration unless you cancel or we terminate it. You authorize Elements or its third-party payment processors to periodically charge all accrued sums until cancellation. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic subscription fee to your account. You may cancel through the cancellation functionality in your account settings or by contacting us at contact@elements.im. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.

4.4. Weekly Usage Limits. The Service is subject to weekly usage limits that vary by subscription plan. Usage limits reset at the beginning of each weekly cycle. Unused usage allowance does not roll over to the next cycle. We reserve the right to adjust usage limits at any time; changes to paid plan limits will take effect at the start of the next billing cycle with prior notice.

4.5. Payment Failure. Elements may suspend or terminate access to the Service for any account for which any amount is due but unpaid. In addition to the amount due, a delinquent account may be charged with fees incidental to any chargeback or collection of unpaid amounts. If your payment method is no longer valid at the time a renewal fee is due, Elements reserves the right to delete your account and any information associated with it without any liability to you.

5. Ownership and Licenses

5.1. Service. Elements and its licensors own and retain all right, title, and interest in and to the Service, all improvements, enhancements, or modifications thereto, and all intellectual property rights associated with the foregoing. There are no implied licenses in these Terms, and Elements reserves all rights not expressly granted.

5.2. Feedback. If you choose to provide input and suggestions regarding existing functionalities, problems with, or proposed modifications or improvements to the Service ("Feedback"), you grant Elements the right to use the Feedback without restriction or compensation to you.

5.3. Content. You retain all of your right, title, and interest in Inputs. Elements hereby assigns to you all of our right, title, and interest, if any, in and to any Outputs.

5.4. Usage Data. Elements may: (i) collect, analyze, and otherwise process usage data internally for its business purposes, including for security, analytics, and service enhancement; and (ii) disclose usage data to third parties only in an aggregated or de-identified form that does not identify you. "Usage Data" means technical logs, data, and learnings about your use of and interactions with the Service, but excludes Content.

6. Third-Party Services

The Service may include or incorporate optional third-party services, including extensions and integrations ("Third-Party Services"). Elements will clearly indicate such content or features as Third-Party Services. If you elect to access or use a Third-Party Service, your use is subject to the terms provided by that Third-Party Service, and you remain responsible for complying with those terms. Elements does not make any representations or warranties with respect to Third-Party Services.

7. Communications

We may send you emails concerning our products and services. You may opt out of promotional emails by using any unsubscribe or similar functionality in the promotional email.

8. Modification of Terms

We may, from time to time, change these Terms. Please check these Terms periodically for changes. If we make any material modifications, we will notify you by updating the date at the top of these Terms and by maintaining a current version on this page. For changes that materially affect your rights, we will provide at least 30 days' advance notice via email or an in-product notification. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of those changes. If you do not agree to the modified Terms, you must discontinue your use of the Service.

9. Termination

You may stop accessing the Service at any time. We reserve the right to modify, suspend, or discontinue the Service or your access to it, in whole or in part, at any time. Although we will strive to provide you with reasonable advance notice, there may be urgent situations (such as preventing abuse, addressing security issues, or responding to legal requirements) where providing advance notice is not feasible. We will not be liable for any change to or any suspension or discontinuation of the Service or your access to it.

If you have a Subscription Service, we may terminate it at any time. If we exercise this right, we will refund you on a pro rata basis the fees you paid for the remaining portion of your Subscription Service after termination, provided that if we terminate your access due to a violation of these Terms, you will not be entitled to any refund. We may also terminate your account if it has been inactive for over a year and you do not have a paid account; if we do, we will provide you with advance notice.

Upon termination of these Terms or your access to the Service, we may at our option delete any Content or other data associated with your account. Sections 1.5, 4 (with respect to fees outstanding as of such termination), 5, and 13 through 17 will survive any expiration or termination. If you believe we have suspended or terminated your account in error, you can file an appeal by contacting contact@elements.im.

10. Modification of the Service

Elements may modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features), temporarily or permanently, without notice to you. Elements will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service. You should retain copies of any Content as needed so that you have access in the event the Service is modified and you lose access to such Content.

11. Copyright Complaints

If you believe that your intellectual property rights have been infringed, please send notice to contact@elements.im. We may delete or disable content that we believe violates these Terms or is alleged to be infringing, and will terminate accounts of repeat infringers where appropriate. Written claims concerning copyright infringement must include the following information:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest.
• A description of the copyrighted work that you claim has been infringed.
• A description of where the allegedly infringing material is located in the Service so we can find it.
• Your address, telephone number, and email address.
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
• A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

12. Privacy

Please read our Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal data.

13. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Elements, its affiliates, and each of their respective shareholders, directors, officers, employees, consultants, and agents (together, the "Elements Entities") from and against any and all liabilities, claims, damages, expenses (including reasonable attorneys' fees), and other losses arising out of or relating to: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms or any applicable law or regulation; and (3) any claim that your Inputs violate any third-party intellectual property, publicity, confidentiality, privacy, or other rights. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in that case, you agree to cooperate with our defense of those claims.

14. DISCLAIMER OF WARRANTIES

THE SERVICE AND OUTPUTS ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. ELEMENTS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND OUTPUTS, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ELEMENTS DOES NOT WARRANT THAT THE SERVICE OR OUTPUTS WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND ELEMENTS DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. YOU AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON ANY OUTPUT AS A SOURCE OF TRUTH. THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

15. LIMITATION OF LIABILITY

15.1. NO INDIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ELEMENTS ENTITIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ELEMENTS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

15.2. LIABILITY CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE ELEMENTS ENTITIES TO YOU FOR ALL CLAIMS, DAMAGES, AND LOSSES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, AND CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO ELEMENTS FOR ACCESS TO AND USE OF THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE TERMS, AND WE WOULD NOT OFFER THE SERVICE TO YOU UNDER THESE TERMS WITHOUT THESE LIMITATIONS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16. DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

16.1. Agreement to Arbitrate. You agree that any and all disputes or claims that have arisen or may arise between you and Elements, whether arising out of or relating to these Terms (including any alleged breach thereof), the Service, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than in court, in accordance with the terms of this section, except that you may assert individual claims in small claims court if your claims qualify. Further, this arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Elements are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. You may opt out of arbitration within 30 days of account creation or of any updates to these arbitration terms within 30 days after the update has taken effect, by sending an email to contact@elements.im from the email address used to create your account, providing your full name and a clear statement of intent to opt out.

16.2. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND ELEMENTS AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ELEMENTS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S).

16.3. Pre-Arbitration Dispute Resolution. Elements is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to your satisfaction by emailing contact@elements.im. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice") to Elements, Inc., Teheran-Rd 79-6, 3rd Fl., Seoul, Korea, with an electronic copy additionally sent to contact@elements.im. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Elements and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Elements may commence an arbitration proceeding.

16.4. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this section. If there is any inconsistency between any term of the AAA Rules and this section, the applicable terms of this section will control unless the arbitrator determines that the application would not result in a fundamentally fair arbitration. The arbitrator must follow these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this arbitration agreement. Unless we agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents, through a telephonic hearing, or by an in-person hearing. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

16.5. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. To the extent any fees are not specifically allocated under the AAA Rules, Elements and you shall split them equally; provided that if you demonstrate to the arbitrator that you are economically unable to pay your portion, Elements will pay your portion. In addition, if you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Elements will pay as much of the fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.

16.6. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

16.7. Severability. If a court or the arbitrator decides that any term of this arbitration agreement (other than Section 16.2) is invalid or unenforceable, the parties agree to replace such term with one that is valid and enforceable and that comes closest to the intention of the invalid term, and this arbitration agreement will be enforceable as modified. If a court or the arbitrator decides that any provision of Section 16.2 is invalid or unenforceable, then the entirety of this arbitration agreement will be null and void. The remainder of these Terms will continue to apply.

16.8. Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, Elements agrees that if it makes any future change to this arbitration agreement while you are a user of the Service, you may reject any such change by sending written notice within thirty (30) calendar days of the change to contact@elements.im. By rejecting any future change, you are agreeing that you will arbitrate any dispute in accordance with the language of this arbitration agreement as of the date you first accepted these Terms.

17. Miscellaneous

17.1. General. These Terms, including the Privacy Policy, and any other agreements expressly incorporated by reference, are the entire and exclusive understanding and agreement between you and Elements regarding your use of the Service. You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms and all rights granted under them at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time, nor will a waiver by us of any breach or default be a waiver of any subsequent breach or default or a waiver of the provision itself. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

17.2. Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles. Except as provided in the Dispute Resolution section above, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts located in Delaware.

17.3. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

17.4. Export and Trade Controls. You must comply with all applicable trade laws, including sanctions and export control laws. The Service may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws.

17.5. Contact Information. You may contact us by sending correspondence to Elements, Inc., Teheran-Rd 79-6, 3rd Fl., Seoul, Korea, or by emailing contact@elements.im.