Eluvium Terms of Use

1. Eligibility and Account Registration

To use our Services, you must be an authorized employee or representative of a subscribing enterprise customer. Account registration is required, and you must provide accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials.

2. Description of Services

Eluvium provides cloud AI agents that automate procurement workflows, including:

• Purchase intake and clarification
• Supplier sourcing and onboarding
• Request-for-Quotation (RFQ) creation and distribution
• Supplier communication and data collection
• Governance, reporting, and decision enablement

The Services process structured and unstructured enterprise data - such as conversational data, files & documents, and ERP records - solely to perform and improve these workflows.

We may offer subscription-based, usage-based, or proof-of-concept access models.

3. Data Handling and Privacy

We process business data only for the purpose of delivering, maintaining, and enhancing the Services. Data processed may include procurement communications, supplier details, purchasing requirements, and related metadata. Data is stored only for as long as necessary for these purposes, and may be deleted upon verified customer request.

We use third-party infrastructure providers (e.g. Google Cloud Platform) for secure hosting and operations. By using the Services, you consent to such processing.

4. User Responsibilities and Restrictions

You agree to:

• Use the Services only for authorized procurement purposes
• Ensure you have the legal right to upload or process data through the Services
• Comply with all applicable laws and internal corporate governance requirements

You must not:

• Reverse engineer, decompile, or attempt to extract source code or trained AI model components
• Use the Services to build or train competing products
• Introduce malicious code into the platform
• Upload unlawful, confidential, or regulated data without proper authorization

Eluvium reserves the right to remove or restrict data that violates legal or contractual requirements.

5. Intellectual Property

Eluvium retains all rights, title, and interest in its proprietary AI agents, software, models, documentation, and brand assets. No intellectual property rights are transferred to you under these Terms.

You may export your enterprise’s data using features provided within the platform, where applicable.

6. Fees and Payment

Access to Eluvium’s Services is billed on a subscription or usage basis as outlined in your commercial agreement. All payments are non-refundable unless otherwise required by applicable law. Failure to pay may result in suspension or termination of access.

7. Service Availability and Termination

We do not guarantee continuous availability or minimum service levels.

We reserve the right to suspend or terminate your access to the Services at our discretion, including for violations of these Terms.

8. Disclaimers and Limitation of Liability

Disclaimer: The Services are provided “as is” and without warranties of any kind, express or implied, including fitness for a particular purpose and non-infringement.

Limitation: To the maximum extent permitted by law, Eluvium shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, or goodwill.

9. Indemnification

You agree to indemnify and hold harmless Eluvium, its affiliates, and their respective officers and employees from any claims, damages, or liabilities arising out of your misuse of the Services or violation of these Terms.

10. Governing Law and Dispute Resolution

These Terms are governed by the laws of England and Wales.

Any dispute arising under these Terms shall be resolved by binding arbitration under the rules of the London Court of International Arbitration (LCIA), conducted in English. The seat of arbitration shall be London, UK.

11. Modifications to the Terms

We may update these Terms from time to time. We will notify users through the platform or via email in the event of material changes. Continued use of the Services after changes become effective constitutes acceptance.