1Acceptance of this Agreement
This End User License Agreement and Terms of Use (the "Agreement") constitutes a legally binding agreement between Eldri ("Eldri", "we", "our", or "us") and the individual or legal entity ("User", "you", or "your") accessing, installing, downloading, subscribing to, or otherwise using the Software or any related services.
If you access or use the Software on behalf of a company, organization, educational institution, governmental body, or any other legal entity, you represent and warrant that you possess the authority to bind such entity to this Agreement. In such event, references to "you" or "User" shall refer to both you individually and the legal entity you represent.
By downloading, installing, accessing, subscribing to, or otherwise using the Software, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement.
If you do not agree to every provision contained herein, you must immediately discontinue all access to and use of the Software.
This Agreement should be read together with our Privacy Policy and any other policies expressly incorporated by reference.
2Definitions
For purposes of this Agreement, the following definitions shall apply:
"Account" means the authenticated user account used to access the Software and related services.
"Agreement" means this End User License Agreement and Terms of Use, together with any policies, documents, schedules, or notices expressly incorporated by reference.
"Artificial Intelligence Provider" means any third-party artificial intelligence platform, large language model provider, or related service supported by the Software, including providers selected and configured by the User.
"Bring Your Own Key (BYOK)" means the licensing model under which Users provide and manage their own API credentials for supported Artificial Intelligence Providers.
"Content" means information, prompts, text, audio, images, software output, or other materials processed through the Software.
"Software" means the Eldri desktop application, related downloadable software, updates, documentation, and associated functionality made available by Eldri.
"Subscription" means a paid or free access plan offered by Eldri for use of the Software.
"Services" means any online functionality, authentication, licensing, subscription management, support services, website functionality, or other services made available by Eldri in connection with the Software.
3Eligibility
You represent and warrant that:
- You are at least thirteen (13) years of age or the minimum age required under applicable law within your jurisdiction, whichever is higher;
- You possess the legal capacity to enter into this Agreement;
- All information provided to Eldri is accurate and current;
- You will maintain the accuracy of your account information; and
- Your access to and use of the Software does not violate any applicable law, contractual obligation, or legally binding restriction.
Eldri reserves the right to refuse registration, suspend access, or terminate accounts where these requirements are not satisfied.
4Description of the Software
Eldri is a Windows desktop application designed to facilitate interaction with supported third-party Artificial Intelligence Providers through a privacy-first architecture.
The Software may provide functionality including, without limitation:
- Screen context processing;
- Selected screen region processing;
- Microphone input processing;
- System audio processing;
- Configurable workflows;
- Overlay-based interaction;
- Bring Your Own Key (BYOK) integration;
- Support for compatible Artificial Intelligence Providers; and
- Other features introduced from time to time.
Eldri is not an Artificial Intelligence Provider.
Unless expressly stated otherwise, Eldri does not generate artificial intelligence responses. Responses are generated by the Artificial Intelligence Provider selected by the User.
The availability of specific features may vary depending upon subscription tier, regional availability, technical compatibility, supported providers, or other operational considerations.
5License Grant
Subject to your continued compliance with this Agreement and payment of all applicable subscription fees, where applicable, Eldri grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to download, install, access, and use the Software solely for its intended purposes and only in accordance with this Agreement.
This license is granted solely for the duration of your lawful access to the Software and does not transfer ownership of the Software or any intellectual property rights to you.
Except for the limited rights expressly granted herein, all rights, title, and interest in and to the Software, Services, documentation, trademarks, branding, designs, source code, object code, visual assets, user interface elements, and all associated intellectual property remain exclusively owned by Eldri or its licensors.
No rights are granted by implication, estoppel, or otherwise beyond those expressly stated in this Agreement.
6Account Registration and Authentication
Access to certain features of the Software requires an authenticated Eldri account.
As of the Effective Date of this Agreement, authentication is provided through supported Google Sign-In services. Eldri reserves the right to modify, replace, add, or remove supported authentication methods at any time.
Where Eldri materially changes the authentication method used to access the Software, Eldri will provide reasonable advance notice and, where technically feasible, a migration path designed to preserve access to existing user accounts.
You agree to:
- Provide accurate and complete account information;
- Maintain the security of your authentication credentials;
- Promptly notify Eldri of any unauthorized access to your account; and
- Accept responsibility for all activity occurring under your account unless such activity results directly from Eldri's negligence or security failure.
Eldri reserves the right to suspend or restrict access where account activity reasonably indicates fraud, abuse, unauthorized access, payment disputes, security risks, or violations of this Agreement.
Nothing in this Agreement obligates Eldri to continuously provide access where continued access would compromise the security, integrity, or lawful operation of the Software or Services.
7Subscriptions, Billing, and Payments
Certain features of the Software require an active paid Subscription.
Subscription plans, pricing, included features, billing frequency, usage limitations, and regional availability are published on the official Eldri Pricing page and may be updated from time to time.
All payments are processed through Paddle, which acts as the Merchant of Record for transactions completed through the Services.
By purchasing a Subscription, you authorize Paddle and its payment partners to charge the selected payment method for all applicable charges, taxes, fees, renewals, and other authorized transactions.
Eldri does not store complete payment card information.
8Automatic Renewal
Unless otherwise stated at the time of purchase, paid Subscriptions automatically renew at the conclusion of each billing period.
Renewal charges will be processed using your selected payment method unless you cancel your Subscription before the applicable renewal date.
You may cancel automatic renewal at any time through the payment management interface made available by Paddle or any successor payment platform designated by Eldri.
Cancellation prevents future renewal charges but does not ordinarily entitle you to a refund for the current billing period.
9Free Trials
Eldri may, at its sole discretion, offer promotional access, evaluation periods, free trials, discounted subscriptions, educational offers, regional promotions, referral programs, or other limited-time offers.
Eligibility for any promotional offer is determined solely by Eldri.
Not every user, region, device, or account will qualify for every promotional offer.
The duration, eligibility requirements, included features, limitations, expiration dates, and renewal terms applicable to any promotional offer will be presented at the time such offer is made available.
Eldri reserves the right to modify, withdraw, suspend, or terminate promotional offers at any time, subject to applicable law.
10Refunds
Except where required by applicable law or expressly stated at the time of purchase, subscription payments are non-refundable.
If you believe you have been incorrectly charged, billed multiple times for the same transaction, experienced an unauthorized payment, or encountered another billing issue, you should contact Eldri through the official support channels as soon as reasonably practicable.
Each refund request is reviewed individually based upon the circumstances of the transaction, applicable law, and the policies of Paddle as Merchant of Record.
Submission of a refund request does not guarantee that a refund will be approved.
Where a refund is approved, the refund will generally be processed through the original payment method used for the purchase, subject to Paddle's payment procedures and applicable financial regulations.
Nothing contained in this Agreement limits any refund, withdrawal, cancellation, or other statutory consumer rights that cannot lawfully be excluded under applicable law.
11Bring Your Own Key (BYOK)
The Software currently operates under a Bring Your Own Key ("BYOK") model.
Under this model, Users provide their own API credentials for supported Artificial Intelligence Providers.
You acknowledge and agree that:
- You are solely responsible for obtaining valid API credentials from supported providers;
- You are solely responsible for securing your API credentials;
- API usage charges imposed by third-party providers are your sole responsibility;
- Eldri does not issue, manage, recover, or replace API credentials;
- Loss, disclosure, misuse, suspension, or revocation of API credentials is solely a matter between you and the applicable Artificial Intelligence Provider; and
- Your use of each Artificial Intelligence Provider remains subject to that provider's applicable agreements, policies, pricing, and usage restrictions.
Eldri shall have no responsibility for charges, limitations, suspensions, interruptions, or actions taken by any Artificial Intelligence Provider.
12Third-Party Artificial Intelligence Providers
The Software enables communication with supported third-party Artificial Intelligence Providers selected by the User.
Eldri neither owns nor controls such providers.
Accordingly:
- Eldri makes no representation regarding the availability of any provider;
- Eldri does not guarantee uninterrupted access to any provider;
- Eldri is not responsible for outages affecting third-party providers;
- Eldri is not responsible for modifications made by providers to their APIs, pricing, functionality, or terms; and
- Eldri may discontinue support for any provider where continued support becomes technically, commercially, or legally impracticable.
The User assumes all responsibility arising from their selection and use of third-party Artificial Intelligence Providers.
13User Responsibilities
You are solely responsible for your access to and use of the Software.
Without limiting the foregoing, you agree to:
- Comply with this Agreement at all times;
- Maintain the security of your account and authentication credentials;
- Maintain the confidentiality of any API credentials used through the Bring Your Own Key (BYOK) model;
- Ensure that all information provided to Eldri remains accurate and current;
- Use the Software only in accordance with applicable laws and regulations; and
- Promptly notify Eldri of any suspected unauthorized access to your account.
Because Eldri is designed with a privacy-first architecture and does not inspect the prompts, contextual information, or specific use cases processed through the Software, Eldri cannot determine whether your particular use complies with applicable legal, contractual, or organizational requirements.
Accordingly, you remain solely responsible for ensuring that your use of the Software complies with:
- Applicable laws and regulations;
- Employer policies;
- Educational institution policies;
- Examination rules;
- Professional obligations;
- Contractual commitments; and
- The terms governing any third-party services used in connection with the Software.
14Acceptable Use
You agree that you will not, directly or indirectly:
- Use the Software for any unlawful purpose;
- Use the Software to facilitate fraud or deceptive conduct;
- Use the Software to distribute malware, ransomware, spyware, viruses, or other malicious software;
- Attempt to gain unauthorized access to the Software or related systems;
- Circumvent, disable, interfere with, or bypass licensing, authentication, subscription, payment, or security mechanisms;
- Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code of the Software except where such restriction is prohibited by applicable law;
- Copy, reproduce, redistribute, sublicense, lease, rent, sell, commercially exploit, or otherwise make the Software available to third parties without Eldri's prior written authorization;
- Interfere with the stability, security, or availability of the Software or Services;
- Use automated scripts, bots, crawlers, or similar technologies in a manner that abuses or disrupts the Services;
- Misrepresent your identity or affiliation;
- Infringe the intellectual property or privacy rights of any person; or
- Use the Software in any manner prohibited by applicable law.
Eldri may investigate suspected violations of this Agreement using information lawfully available to it, including authentication records, payment information, licensing records, diagnostic information, security logs, abuse reports, and other operational metadata.
Eldri does not investigate suspected violations by inspecting user prompts, screen content, microphone recordings, system audio, API keys, or AI-generated responses that are not transmitted to Eldri-operated infrastructure.
15Artificial Intelligence Outputs
The Software enables communication with third-party Artificial Intelligence Providers.
Artificial intelligence systems are probabilistic technologies and may generate inaccurate, incomplete, misleading, outdated, biased, offensive, or otherwise unsuitable responses.
Accordingly:
- Eldri does not guarantee the accuracy, completeness, reliability, legality, or suitability of any AI-generated output;
- AI-generated output should not be relied upon as legal, financial, medical, professional, or other regulated advice;
- You are solely responsible for independently reviewing, verifying, and evaluating all output before relying upon or acting upon it; and
- All decisions made using AI-generated output remain solely your responsibility.
Eldri shall not be responsible for losses, damages, liabilities, or claims arising from your reliance upon AI-generated content produced by third-party Artificial Intelligence Providers.
16Privacy-First Architecture
Eldri has been designed to minimize the amount of user information processed by Eldri-operated infrastructure.
As of the Effective Date of this Agreement:
- Eldri does not transmit or store user screen content on Eldri-operated servers;
- Eldri does not transmit or store selected screen regions on Eldri-operated servers;
- Eldri does not transmit or store microphone input on Eldri-operated servers;
- Eldri does not transmit or store system audio on Eldri-operated servers;
- Eldri does not store user-provided API keys on Eldri-operated servers; and
- Artificial intelligence requests are transmitted directly between the user's device and the selected Artificial Intelligence Provider under the Bring Your Own Key ("BYOK") model.
Additional information regarding Eldri's data processing practices is available in the Privacy Policy.
17Intellectual Property
The Software is licensed, not sold.
Eldri and its licensors retain all rights, title, and interest in and to the Software, Services, source code, object code, algorithms, interfaces, documentation, branding, logos, trademarks, designs, visual elements, and all associated intellectual property rights.
Except for the limited license expressly granted under this Agreement, no ownership interest or intellectual property rights are transferred to you.
You shall not remove, obscure, alter, or modify any copyright notice, trademark, logo, proprietary notice, or other legal notice contained within the Software.
Any feedback, suggestions, recommendations, enhancement requests, or other ideas voluntarily submitted by you regarding the Software may be used by Eldri without restriction or obligation to provide compensation.
18Open-Source Software
The Software may include, incorporate, or distribute certain third-party open-source software components.
Such components remain the property of their respective copyright holders and are licensed under their applicable open-source licenses.
Nothing contained within this Agreement modifies, limits, or supersedes any rights granted to you under those applicable open-source licenses.
Where required, copies of applicable open-source licenses and copyright notices will be made available by Eldri.
19Software Updates
Eldri may, from time to time, release updates, patches, bug fixes, compatibility improvements, security enhancements, or new functionality.
Unless expressly stated otherwise, you are not entitled to receive any particular update, feature, enhancement, or future release.
Certain updates may be required for continued compatibility, security, licensing, or functionality.
Eldri reserves the right to discontinue older versions of the Software where reasonably necessary to maintain the security, integrity, or reliability of the Services.
As of the Effective Date of this Agreement, updates are not installed automatically. You remain responsible for installing updates made available by Eldri.
20Suspension and Termination
Eldri reserves the right to suspend, restrict, or terminate your access to the Software or Services immediately, where reasonably necessary to protect the security, integrity, availability, or lawful operation of the Software.
Without limitation, Eldri may suspend or terminate access where:
- You materially breach this Agreement;
- Fraudulent or deceptive activity is reasonably suspected;
- Payment obligations remain outstanding;
- A payment is reversed, disputed, or subject to a chargeback;
- The Software is used for unlawful purposes;
- You attempt to circumvent licensing, authentication, subscription, or security mechanisms;
- Your use creates material security, operational, or legal risks for Eldri or other users; or
- Eldri is required to do so by applicable law or a lawful governmental order.
You may terminate this Agreement at any time by discontinuing use of the Software and cancelling any active Subscription.
Termination of this Agreement does not relieve either party of obligations accrued prior to the effective date of termination.
Upon termination, all rights granted to you under this Agreement immediately cease.
Except where immediate suspension or termination is necessary to address fraud, security incidents, unlawful activity, payment fraud, chargebacks, governmental orders, or other urgent operational risks, Eldri will ordinarily provide written notice of the alleged breach and a reasonable opportunity to remedy the breach before terminating access.
Users may request a review of a suspension or termination decision by contacting Eldri through the Contact Us page. Eldri will review such requests within a reasonable time.
Where Eldri terminates a paid Subscription for reasons other than the User's material breach, fraud, unlawful activity, payment fraud, or another serious violation of this Agreement, Eldri may provide a pro-rata refund for the unused portion of the applicable Subscription, subject to applicable law and Paddle's payment procedures as Merchant of Record.
21Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
ELDRI EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION:
- MERCHANTABILITY;
- FITNESS FOR A PARTICULAR PURPOSE;
- NON-INFRINGEMENT;
- ACCURACY;
- RELIABILITY;
- AVAILABILITY;
- SECURITY;
- SATISFACTORY QUALITY;
- CONTINUOUS OPERATION; AND
- ERROR-FREE PERFORMANCE.
ELDRI DOES NOT WARRANT THAT:
- THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION;
- DEFECTS WILL BE CORRECTED;
- THIRD-PARTY ARTIFICIAL INTELLIGENCE PROVIDERS WILL REMAIN AVAILABLE;
- OUTPUT GENERATED BY THIRD-PARTY PROVIDERS WILL BE ACCURATE OR COMPLETE; OR
- THE SOFTWARE WILL MEET EVERY USER'S REQUIREMENTS.
NO ORAL OR WRITTEN INFORMATION PROVIDED BY ELDRI SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Nothing in this Section shall be interpreted as modifying or limiting the specific factual representations regarding Eldri's technical architecture expressly stated elsewhere in this Agreement.
Nothing in this Section excludes, limits, or modifies any statutory consumer guarantees, mandatory warranties, or other legal rights that cannot lawfully be excluded or limited under applicable law.
22Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ELDRI, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
- LOSS OF PROFITS;
- LOSS OF REVENUE;
- LOSS OF BUSINESS OPPORTUNITIES;
- LOSS OF DATA;
- LOSS OF GOODWILL;
- BUSINESS INTERRUPTION;
- PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR
- ANY OTHER INDIRECT OR CONSEQUENTIAL LOSS,
REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF ELDRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ELDRI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED INR 5,000 (OR THE EQUIVALENT AMOUNT IN THE APPLICABLE LOCAL CURRENCY) OR THE TOTAL AMOUNT PAID BY THE USER TO ELDRI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER, EXCEPT WHERE A HIGHER AMOUNT IS REQUIRED UNDER APPLICABLE LAW.
Nothing contained in this Section excludes or limits liability for fraud, willful misconduct, gross negligence, death, personal injury, or any liability that cannot lawfully be excluded or limited under applicable law.
Nothing in this Agreement excludes or limits liability where such exclusion or limitation is prohibited by applicable law.
23Indemnification
You agree to defend, indemnify, and hold harmless Eldri, its affiliates, directors, officers, employees, contractors, licensors, and service providers from and against any claims, demands, liabilities, damages, losses, costs, expenses, or reasonable legal fees arising out of or relating to:
- Your violation of this Agreement;
- Your misuse of the Software;
- Your violation of applicable laws or regulations;
- Your infringement of the rights of any third party;
- Your use of third-party Artificial Intelligence Providers;
- Content or information processed by you through the Software; or
- Your negligent or wrongful acts or omissions.
This indemnification obligation survives termination of this Agreement.
24Force Majeure
Neither party shall be liable for any delay or failure to perform obligations under this Agreement where such delay or failure results from events beyond that party's reasonable control.
Such events may include, without limitation:
- Natural disasters;
- Floods;
- Fires;
- Earthquakes;
- Pandemics;
- War;
- Terrorism;
- Civil unrest;
- Government actions;
- Internet outages;
- Power failures;
- Cloud infrastructure failures;
- Distributed denial-of-service (DDoS) attacks;
- Telecommunications failures; or
- Other events that could not reasonably have been anticipated or prevented.
The affected party shall use commercially reasonable efforts to mitigate the effects of such events.
25Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of law principles.
Before commencing formal legal proceedings, the parties agree to make reasonable efforts to resolve any dispute through good-faith negotiations.
If a dispute cannot be resolved through negotiation, it shall be finally resolved through binding arbitration conducted in India in accordance with the applicable arbitration laws in force at the time the dispute arises.
Unless otherwise required by applicable law, arbitration shall be conducted in the English language by a single arbitrator.
The arbitral award shall be final and binding upon both parties and may be enforced by any court of competent jurisdiction.
Nothing in this Agreement prevents either party from seeking interim or injunctive relief from a court of competent jurisdiction where such relief is reasonably necessary to protect its legal rights.
Nothing contained in this Section limits any mandatory consumer rights or dispute resolution rights that cannot lawfully be waived under the applicable laws of the User's jurisdiction.
26General Provisions
If any provision of this Agreement is determined to be unlawful, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.
The failure of Eldri to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
You may not assign or transfer this Agreement without Eldri's prior written consent.
Eldri may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, or similar business transaction.
This Agreement constitutes the entire agreement between you and Eldri regarding the Software and supersedes all prior understandings, communications, negotiations, or agreements relating to its subject matter.
This Agreement shall be interpreted fairly and shall not be construed against either party solely because that party drafted the Agreement.
27Changes to this Agreement
Eldri may revise this Agreement from time to time to reflect changes in the Software, applicable law, business operations, security practices, or other legitimate operational requirements.
Where required by applicable law, Eldri will provide reasonable notice before material changes become effective.
Your continued use of the Software after the effective date of a revised Agreement constitutes acceptance of the revised Agreement, except where applicable law requires additional consent. If you do not agree to a revised Agreement, you must discontinue use of the Software before the revised Agreement becomes effective.
28Contact Information
Questions regarding this Agreement may be submitted through the official Contact Us page available on the Eldri website.
For legal notices, licensing inquiries, billing disputes, or other matters relating to this Agreement, users should use the contact methods designated by Eldri from time to time.
By downloading, installing, accessing, or using the Software, you acknowledge that you have read, understood, and agree to be legally bound by this End User License Agreement (EULA) and Terms of Use.
