# Terms of Service Your account, use of the platform, payments and our agreement with you. Last updated October 22, 2026\ --- These Terms of Service (“Terms”) are the agreement between Elios Superintelligence, Inc., a Delaware corporation whose address is 136 Cheyenne Way, Wayne, NJ 07470, United States (“Elios”, “we”, “us”), and the person or organization accepting them (“Customer”, “you”). They govern access to the Elios cloud platform, APIs, hosted products and related documentation we make available under these Terms (the “Services”). They take effect on the date shown at the top of this page. If you accept for an organization, you confirm that you have authority to bind it. If you use the Services in your own name for a business or professional project, you are the Customer. The person creating or administering an account must be at least 18 and legally able to enter this agreement. The Services are offered for business and professional projects, including independent developers and pre-incorporation founders. They are not offered for personal, family or household consumption. Nothing in these Terms excludes mandatory rights that apply to a Customer regardless of this intended scope. By selecting an acceptance control that links to these Terms, signing an Order, or otherwise expressly accepting them, you agree to this agreement. Merely visiting our marketing website does not place an order for paid Services. ## 1. The documents that form our agreement These Terms include the [Acceptable Use Policy](https://elios.ai/legal/acceptable-use) (“AUP”). The [Computer Terms](https://elios.ai/legal/computer) apply when you use Computer; the [Phone Terms](https://elios.ai/legal/phone) apply when you use Phone; the [Billing and Metering Policy](https://elios.ai/legal/billing) applies to usage billing; and the [Credits and Promotions Terms](https://elios.ai/legal/credits) apply to promotional credits. The [Startup Program Terms](https://elios.ai/legal/startups) apply when you submit a startup application or accept a startup offer. The [Prepaid Credit Terms](https://elios.ai/legal/prepaid) apply if you purchase a prepaid balance. The [Data Processing Addendum](https://elios.ai/legal/dpa) (“DPA”) applies to personal data we process on your behalf under that document. An “Order” is an order form or other written commercial offer that identifies the parties, Services, charges and any special terms, and is accepted by both parties through signatures or an expressly identified electronic acceptance process. A quotation, an application or a sales conversation alone is not an Order. An email offer is an Order only if an authorized Elios representative identifies it as an offer capable of acceptance and it records how acceptance occurs. If documents conflict, mandatory data transfer clauses prevail where their terms require; then the DPA governs its data protection subject matter. An Order prevails over these Terms only to the extent it expressly identifies a different term. A product or program supplement prevails within its subject matter; otherwise these Terms prevail. An Order does not waive the AUP unless Elios expressly approves a specific, lawful exception in writing. An Order cannot reduce rights required by law or override mandatory transfer clauses. Our [Privacy Policy](https://elios.ai/legal/privacy) explains processing for which Elios determines the purposes, such as account administration. It is a notice and does not broaden the rights to process Customer Content granted in this agreement. Product documentation describes functionality, supported configurations and operating limits; it does not silently add a minimum spend or other commercial commitment. These Terms and the applicable documents incorporated under this section, together with any accepted Order, form the “Agreement”. ## 2. Access and your applications During this agreement, you may use the Services and documented APIs to develop, test, operate and provide your own applications and agents, including commercial applications used by your customers and other end users. This permission includes embedding Service functionality in your products as described in the documentation. It does not grant a right to rebrand Elios itself, sell access to an Elios administrative account, or imply an endorsement we have not given. You may authorize your personnel and contractors to use your account. You are responsible for managing their permissions and for activity you authorize through your account, API keys, applications and agents. Your end users do not become direct Elios customers merely by using your application. You are responsible for providing them with the notices, terms, permissions and support your application requires. Use must stay within the account’s enabled capacity and documented limits. Additional capacity, a discount or a private feature exists only if we make it available to you or agree to it in an Order. Open source components supplied under separate licenses remain subject to those licenses; these Terms do not remove rights those licenses grant. ## 3. Accounts, credentials and administrative access Provide accurate account and billing information and keep it current. Protect access credentials, apply available access controls appropriate to your use, and promptly revoke access that is no longer authorized. Do not share personal sign-in credentials; use supported organization and service-account features where available. Notify us promptly at if you suspect account compromise or misuse. We will reasonably cooperate to investigate and limit misuse. Responsibility for disputed activity will take account of the circumstances, including each party’s obligations and any failure in Elios-controlled systems; this clause does not make you responsible for a breach caused by Elios merely because it affected your account. If you join an organization’s account, its administrators may manage your access, resources and information within that account. A corporate email domain alone does not authorize Elios to transfer ownership of a separate personal account. Any ownership transfer requires an appropriate verification process. ## 4. Your agents, workloads and third-party services You decide what your applications and agents are allowed to do. You are responsible for their instructions, permissions, credentials, destinations and use of results. Obtain the rights needed to access third-party accounts, systems, content and people, and configure appropriate review, limits and safeguards for the consequences of the actions you enable. Automated operations can incur charges, send communications, change records, delete data or take other actions. Test your application and use permission controls appropriate to those actions. Elios does not become your employee, fiduciary or authorized signatory merely because its infrastructure carries out a request. Nothing in this section excuses Elios from its own obligations under this agreement. You may connect models, software, accounts or services supplied by other parties. Your arrangements with those providers govern those services, including their charges, availability, data practices and content restrictions. A provider you connect yourself is not automatically an Elios subprocessor. Providers that Elios engages to process personal data on your behalf are addressed by the DPA. Unless an Order or product description expressly says otherwise, infrastructure access does not include a license to third-party software or content. A hosted template may contain separately licensed software; you must comply with its applicable licenses. Elios does not guarantee the accuracy, uniqueness, fitness or ownership status of outputs produced by a model or other third-party service you choose. ## 5. Customer Content and intellectual property “Customer Content” means data, code, files, instructions, credentials, communications and other material you or your end users submit to, store in, transmit through, or generate using the Services. It excludes the Elios platform software and documentation supplied by Elios as part of the Services. Customer Content can include material subject to third-party rights; its inclusion in this definition does not grant rights that Customer does not otherwise have or excuse a failure to obtain required permissions. As between you and Elios, you retain your rights in Customer Content. You grant Elios the limited rights needed to host, reproduce, transmit, execute and otherwise process it to provide the Services you request, provide support you authorize, protect and troubleshoot the Services, and meet legal obligations. Those rights are subject to the DPA where it applies and the confidentiality obligations below. We may use service providers for these purposes subject to this agreement. No sale of your Customer Content or general license to publish it is created by these Terms. Elios does not use Customer Content to train artificial intelligence or machine learning models, and these Terms grant no right to do so. You confirm you have the rights and permissions needed for your use of Customer Content and for us to process it as agreed. We do not acquire ownership of your applications because they run on Elios. Elios and its licensors retain rights in the Services, documentation and improvements to them. Feedback you voluntarily provide may be used to improve the Services without an obligation to pay you, but this does not authorize use or disclosure of your confidential information or Customer Content beyond this agreement. Neither party may use the other’s name, logo or customer relationship in marketing without prior permission, except a factual reference required by law or a use separately agreed in writing. ## 6. Confidentiality and data protection “Confidential Information” means information disclosed in connection with the Services that is marked confidential or that a reasonable recipient would understand is confidential given its nature and circumstances. It includes nonpublic Customer Content, access credentials, security information and nonpublic commercial terms. It does not include information the recipient can show became public without its breach, was lawfully known without restriction, was lawfully received without restriction from another source, or was independently developed without use of the discloser’s Confidential Information. Each party will use the other’s Confidential Information only to perform or exercise rights under this agreement, protect it using reasonable care, and disclose it only to people and service providers who need it for that purpose and are bound by appropriate confidentiality duties. The recipient is responsible for their compliance with those duties. Legally compelled disclosure is permitted; where lawful, the recipient will give reasonable notice and assistance so the discloser can seek protection, and disclose only what is required. The DPA describes the parties’ obligations for Customer Content containing personal data. Customer is responsible for lawful instructions and the notices and permissions needed for its processing. Elios is responsible for its obligations as a processor or service provider as described in the DPA. Security commitments are those actually included in the agreement and the DPA’s completed [security schedule](https://elios.ai/legal/security-measures). A statement that an assessment or certification is in progress is not a representation that it has been completed. Do not submit data requiring a specialized regulatory agreement or product capability, such as protected health information requiring a business associate agreement, unless we have first agreed in writing to support that use and completed the required agreement. Elios does not currently offer a business associate agreement. This restriction does not excuse either party from obligations that already apply to its actual processing. ## 7. Usage, pricing and payment ### 7.1 Usage-based charges Unless an Order expressly says otherwise, the Services are charged based on usage under the rates, billing units and conditions shown on our pricing page when the relevant usage occurs. There is no subscription, minimum purchase, reserved-capacity commitment or minimum spend solely because you create an account. A resource with a recurring allocation charge, such as retained storage or an assigned number, can continue to accrue charges while allocated even when your application is idle. The applicable rate description must identify the meter, unit, rounding or minimum increment, and any applicable rate conditions. Different meters may use different intervals. Your billing dashboard and calculators may show estimates; the bill is based on metered usage and the applicable rates, adjusted for verified errors, credits and agreed discounts. A calculator result is not a binding quote unless an Order expressly makes it one. Deleting an API key, closing a browser or stopping application traffic does not necessarily release billable resources. Release resources through the supported controls or ask us to close the account. You owe charges incurred until the relevant resource is actually released or the Services end, including reasonable processing time disclosed in the documentation. We will not charge for an avoidable delay caused by Elios after receiving a valid release request. ### 7.2 Billing arrangements You can pay for usage in one of these ways: - **Prepaid credits.** You buy credits in advance and usage draws them down, under the [Prepaid Credit Terms](https://elios.ai/legal/prepaid). You can also turn on automatic top-up, which buys more credits with your saved payment method when your balance falls below a threshold you choose. You can turn it off at any time. - **Pay as you go.** You add a payment method and enable paid usage, and usage is charged to that payment method in arrears as it accrues. - **An Order.** A negotiated Order can provide for invoicing with the payment terms and due dates it states. Prices and charges are in US dollars unless an Order states otherwise. If a payment fails, we may ask you to update your payment method, and section 9 applies to overdue undisputed charges. By adding a payment method and expressly enabling paid usage, you authorize charges for that usage under the billing arrangement displayed at activation. We may process charges at the disclosed billing interval or usage threshold. Invoice payment terms apply only if agreed in an Order; the due date will be stated there. You must keep a valid payment method, prepaid balance or agreed credit arrangement while using paid Services. We will identify applicable taxes and mandatory charges as required by law. Fees exclude taxes unless the price expressly includes them. You are responsible for taxes assessed on your purchase, excluding taxes on Elios’s net income. Provide any valid exemption information before billing. Any withholding and gross-up obligation must be separately agreed where applicable; these Terms do not silently add one. Exhausting promotional credit does not, by itself, authorize us to charge you. Paid continuation requires the payment authorization described above. If no paid billing arrangement is active, Services may be limited or suspended when the applicable credit or usage allowance is exhausted. Billing alerts are informational unless the product explicitly identifies an enforceable spending limit and explains its behavior, including any delayed metering. ### 7.3 Price changes and disputes For an increase to an existing Elios-controlled rate you are using, we will give at least 30 days’ notice before the increase takes effect. New optional Services can have new rates from introduction. A fixed rate in an Order remains fixed for its stated period. Third-party pass-through charges may change on shorter notice only if the applicable rate card clearly identifies them as such; we will give the notice reasonably available to us. Changes do not reprice usage already incurred. If you believe a charge is incorrect, contact with the relevant account, period and disputed amount, preferably within 60 days after the bill. We will investigate in good faith and correct verified errors. Raising a genuine dispute does not excuse payment of undisputed charges. We will not suspend solely for the genuinely disputed portion while you reasonably cooperate in resolving it. Missing the preferred reporting period does not automatically waive a legal claim. ### 7.4 Credits, cancellation and refunds Promotional credits are governed by the [Credits and Promotions Terms](https://elios.ai/legal/credits) and the relevant offer. An optional purchase of a prepaid balance must be expressly identified as a purchase and is governed by the [Prepaid Credit Terms](https://elios.ai/legal/prepaid) and the details disclosed at purchase; promotional credits are not a substitute for those terms. You may stop using and release Services at any time, subject to any commitment expressly accepted in an Order. Cancellation does not erase usage charges already incurred. We will refund billing errors and amounts due under an express contractual remedy or mandatory law. When you close your account, we refund any unused purchased balance after deducting amounts you owe, as the Prepaid Credit Terms describe. If Elios ends a paid Service for convenience before delivering prepaid Services, we will refund the unused amount paid for those undelivered Services. Promotional credit is not cash and does not generate a cash refund. ## 8. Service changes, support and availability We may improve and modify the Services. For a material removal or incompatible change to generally available functionality you use, we will provide at least 30 days’ advance notice and available migration information where reasonably practicable. Security threats, legal requirements or loss of a necessary third-party service may require faster action; we will explain material effects when lawful and reasonably practicable. Support is available at and through the [support page](https://elios.ai/support). No response time, uptime level, service credit or round-the-clock support commitment applies unless expressly included in an Order or separately accepted service level agreement. A roadmap or discussion of planned features is not a delivery commitment. ## 9. Restrictions and suspension Comply with the AUP and applicable law. Do not misuse the Services, interfere with their integrity, defeat billing or access controls, or use another person’s systems or information without authority. These restrictions do not prohibit ordinary use of the documented APIs, building competing applications with your own materials, or authorized security research conducted under an applicable written permission or [disclosure policy](https://elios.ai/legal/vulnerability-disclosure). We may suspend only the affected access or resources where reasonably needed to address a material breach, a credible security or abuse risk, a legal obligation, or overdue undisputed charges. Where the situation allows, we will give notice describing the issue and a reasonable opportunity to resolve it before suspension. Immediate action may be necessary to prevent harm or comply with law. We will limit the scope and duration to what is reasonably needed, explain the action when lawful, and restore access when the issue is resolved. During suspension, retained storage, assigned resources and previously incurred obligations may still generate the charges disclosed for those resources. We will explain available release or export options where practical and lawful. We will not use a suspension to impose an undisclosed penalty. You may ask for review by writing to . ## 10. Ending the agreement and handling data You may end this agreement by closing your account, which you can ask for at . An Order may specify the effect of termination on an expressly agreed commitment. Either party may terminate for the other’s material breach that remains unresolved 30 days after written notice, or sooner if the breach cannot reasonably be cured. Elios may end a self-service account for convenience on 30 days’ notice. Emergency suspension may continue during a cure period where section 9 permits it. After termination, authorization to use the Services ends and accrued charges remain payable. We will identify how you can export available Customer Content during any stated export period. The export period lasts until your account closes: you can export Customer Content through the console and the API until then, and if Elios ends the agreement, its notice period is your time to export, except where a security or legal restriction prevents access. After that period, we will delete or return Customer Content as specified in the DPA and documented retention schedule, subject to legal retention obligations. Backup copies may expire on their documented rotation rather than immediately. Under that schedule, a closed account’s Customer Content is deleted within 30 days, backup copies roll off within 35 days, and billing and tax records are kept for 7 years. Do not rely on termination as a substitute for making independent backups before access ends. The sections on accrued payment obligations, ownership, confidentiality, data handling after termination, liability, dispute resolution and provisions that by their nature need to continue will survive termination. ## 11. Warranties and disclaimers Each party represents that it has authority to enter this agreement and will comply with laws applicable to its performance. Elios will use reasonable care and skill to provide the Services and will perform the express obligations in this agreement. You remain responsible for deciding whether a supported configuration meets your use case. EXCEPT FOR EXPRESS COMMITMENTS IN THIS AGREEMENT AND RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ELIOS DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THE EXTENT THE LAW ALLOWS. WE DO NOT GUARANTEE UNINTERRUPTED OPERATION, ERROR-FREE OUTPUTS, A PARTICULAR BUSINESS RESULT OR THE CONDUCT OF THIRD-PARTY SERVICES YOU CHOOSE. THIS DISCLAIMER DOES NOT REMOVE OBLIGATIONS EXPRESSLY ACCEPTED IN THE DPA OR AN ORDER. ## 12. Third-party claims If a third party brings a claim against Elios because Customer Content infringes its rights, or because your application or agents were used in violation of law or the AUP, you will defend Elios against that claim and pay the damages and reasonable settlements finally awarded or approved under this section, to the extent caused by that content or use. This obligation does not apply to a claim caused by Elios’s breach, unauthorized modification of your content, or conduct for which Elios is responsible under this agreement. Elios must promptly notify you of the claim, provide reasonable cooperation at your expense, and allow you to control the defense with competent counsel. A delay in notice reduces your obligation only to the extent it materially prejudices the defense. You may not agree to a settlement that admits fault by Elios, imposes nonmonetary obligations on it, or does not fully release it without its reasonable consent. Elios may participate with separate counsel at its own expense. Any Elios defense of third-party intellectual property claims must be expressly set out in an Order. The liability limits below apply to this section. ## 13. Limits on liability TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE UNDER THIS AGREEMENT FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE THAT ARE INDIRECT DAMAGES. REASONABLE DIRECT COSTS TO RESTORE CUSTOMER CONTENT FOLLOWING A BREACH ARE NOT EXCLUDED SOLELY BECAUSE THEY RELATE TO DATA LOSS. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE GREATER OF US$100 AND THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT FOR THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM. FOR A PARTY’S BREACH OF CONFIDENTIALITY OR OBLIGATIONS UNDER THE DPA, THE TOTAL CAP IS TWICE THAT GENERAL CAP, RATHER THAN AN ADDITIONAL CAP. RELATED CLAIMS ARE AGGREGATED; THESE LIMITS APPLY REGARDLESS OF LEGAL THEORY. These exclusions and caps do not limit payment of fees properly due, fraud, deliberate misconduct, liability for death or personal injury caused by negligence where it cannot lawfully be limited, or any other liability the law does not allow a party to exclude or limit. They do not restrict the rights of individuals under mandatory data protection law or mandatory international transfer clauses. Each party remains responsible for taking reasonable steps to limit its loss. ## 14. Disputes, notices and governing law Before filing an ordinary contract claim, the parties will try in good faith to resolve it through written notice describing the issue and the remedy sought. This does not prevent urgent protective relief or a filing needed to preserve a legal deadline. This agreement is governed by the laws of the State of Delaware, excluding its conflict-of-law rules. Subject to mandatory law and mandatory data transfer clauses, the state and federal courts located in Delaware have exclusive jurisdiction. Neither party is required by these Terms to arbitrate a dispute. These Terms do not shorten a statutory limitation period. Legal notices to Elios should be sent to and, for notices that must be in writing on paper, to Elios Superintelligence, Inc., Attn: Legal, 136 Cheyenne Way, Wayne, NJ 07470, United States. We may send notices to your account’s administrative email or other contact stated in an Order. Keep these contacts current. Operational messages may also appear in the product, but a banner alone is not enough where this agreement requires direct notice. ## 15. General terms and updates Neither party is the other’s agent, partner or employer. Neither may assign this agreement without the other’s consent, except to an affiliate or as part of a merger or transfer of substantially all of the relevant business, if the successor assumes the obligations and the transfer does not reduce the other party’s rights. Any required privacy or transfer notifications remain applicable. Neither party is liable for delay caused by events outside its reasonable control, but it must take reasonable steps to reduce the effects and resume performance. This does not excuse fees already owed or reasonable security, incident response and data protection duties that remain possible to perform. If a provision is unenforceable, the remainder continues so far as it can operate lawfully. A delay in enforcing a right is not a waiver. Changes agreed by an authorized representative in an Order may be signed electronically. Customer purchase order boilerplate does not amend this agreement unless Elios expressly accepts the amendment. These Terms and the documents incorporated in section 1 are the entire agreement for their subject matter, except any separately signed agreement that expressly governs the same Services. No provision excludes liability for a fraudulent statement or rights that cannot be waived. We may update these Terms for future use. Material changes will be notified at least 30 days before taking effect, except a change required sooner by law or to address an urgent abuse or security issue. We will identify the effective date and preserve access to the prior version. Changes do not apply retroactively to an existing dispute or override a fixed contractual term in an Order. Where acceptance is required by law or the change materially expands payment or data-use permissions, we will obtain it. If you do not accept a change, you may stop using the affected Services and end the agreement before it takes effect, subject to commitments already accepted in an Order and any applicable right to terminate those commitments.