Terms of Service

Last updated: December 9, 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Eily, Inc. ("Eily," "Company," "we," "us," or "our") governing your access to and use of the Eily AI assistant service, including our website, applications, and related services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

2. Eligibility

To use the Service, you must:

  • Be at least 16 years of age
  • Have the legal capacity to enter into a binding agreement
  • Not be prohibited from using the Service under applicable law
  • If using on behalf of an organization, have the authority to bind that organization to these Terms

3. Account Registration

To access certain features of the Service, you must create an account. When creating an account, you agree to:

  • Provide accurate, current, and complete information
  • Maintain and promptly update your account information
  • Keep your account credentials secure and confidential
  • Notify us immediately of any unauthorized access or security breach
  • Accept responsibility for all activities that occur under your account

We reserve the right to suspend or terminate accounts that violate these Terms or contain inaccurate information.

4. Service Description

Eily is a proactive AI assistant that integrates with your existing tools and workflows. The Service may include:

  • Meeting attendance and transcription (online and offline)
  • Chat and messaging integration
  • Calendar and email management
  • Task creation and project management integration
  • Action execution across connected platforms
  • Web, desktop, and mobile applications

We reserve the right to modify, suspend, or discontinue any part of the Service at any time with reasonable notice.

5. Third-Party Integrations

The Service allows you to connect third-party applications and services. By connecting integrations, you:

  • Grant Eily permission to access and interact with those services on your behalf
  • Confirm you have the right to authorize such access
  • Acknowledge that third-party services are governed by their own terms and policies
  • Accept responsibility for compliance with third-party terms

We are not responsible for the availability, accuracy, or functionality of third-party services. You may revoke integration access at any time through your account settings.

6. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree NOT to:

  • Use the Service for any illegal or unauthorized purpose
  • Violate any applicable local, state, national, or international law
  • Infringe upon the rights of others, including intellectual property rights
  • Transmit harmful, offensive, or objectionable content
  • Attempt to gain unauthorized access to the Service or related systems
  • Interfere with or disrupt the Service or servers
  • Use automated means to access the Service without authorization
  • Reverse engineer, decompile, or disassemble the Service
  • Use the Service to send spam or unsolicited communications
  • Impersonate any person or entity
  • Collect or harvest user data without consent

7. User Content

7.1 Ownership: You retain ownership of all content you provide to or through the Service ("User Content"). By using the Service, you grant us a limited license to access, process, and store User Content solely to provide and improve the Service.

7.2 Responsibility: You are solely responsible for your User Content and represent that:

  • You own or have the necessary rights to the content
  • Your content does not violate any third-party rights
  • Your content complies with all applicable laws

7.3 AI Processing: We do not use your proprietary User Content to train our public AI models. Your data is processed in isolation to provide personalized assistance.

8. Intellectual Property

8.1 Our Rights: The Service, including all software, features, functionality, design, text, graphics, logos, and trademarks, is owned by Eily and protected by intellectual property laws. Nothing in these Terms grants you any rights to our intellectual property except the limited license to use the Service.

8.2 Feedback: If you provide feedback, suggestions, or ideas about the Service ("Feedback"), you grant us a non-exclusive, worldwide, royalty-free license to use, modify, and incorporate the Feedback into our products and services.

9. Subscription and Payment

9.1 Pricing: Certain features of the Service may require a paid subscription. Pricing and available plans will be displayed on our website or within the application.

9.2 Billing: Subscription fees are billed in advance on a recurring basis (monthly or annually). You authorize us to charge your payment method for all fees due.

9.3 Cancellation: You may cancel your subscription at any time. Cancellation will be effective at the end of the current billing period. We do not provide refunds for partial billing periods.

9.4 Price Changes: We may change subscription prices with 30 days' notice. Continued use after a price change constitutes acceptance of the new pricing.

10. Privacy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand how we collect, use, and protect your information.

11. Disclaimers

11.1 "AS IS" Basis: THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11.2 AI Limitations: You acknowledge that:

  • AI-generated outputs may contain errors or inaccuracies
  • The Service should not be relied upon for critical decisions without human review
  • AI capabilities and features may change over time
  • Service availability is not guaranteed

11.3 Third-Party Services: We do not warrant the availability, accuracy, or functionality of third-party integrations.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • EILY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
  • EILY'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM
  • THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY AND EVEN IF EILY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

Some jurisdictions do not allow limitation of liability, so these limitations may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless Eily, its officers, directors, employees, agents, and affiliates from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

  • Your use of the Service
  • Your violation of these Terms
  • Your violation of any rights of third parties
  • Your User Content

14. Term and Termination

14.1 Term: These Terms remain in effect until terminated by either party.

14.2 Termination by You: You may terminate your account at any time by contacting us or using account settings.

14.3 Termination by Us: We may suspend or terminate your access to the Service at any time, with or without cause, with or without notice.

14.4 Effect of Termination: Upon termination:

  • Your right to use the Service immediately ceases
  • We may delete your account and data (subject to legal retention requirements)
  • Provisions that should survive termination will remain in effect

15. Dispute Resolution

15.1 Informal Resolution: Before initiating formal proceedings, you agree to first contact us at legal@eily.io to attempt to resolve any dispute informally.

15.2 Arbitration: Any dispute not resolved informally shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in English and take place in Delaware, USA, or remotely as agreed.

15.3 Class Action Waiver: You agree to resolve disputes individually and waive any right to participate in class actions or class-wide arbitration.

15.4 Exceptions: Either party may seek injunctive relief in court for intellectual property infringement or other urgent matters.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

17. Changes to Terms

We may modify these Terms at any time. We will provide notice of material changes by:

  • Posting the updated Terms on our website
  • Updating the "Last updated" date
  • Sending email notification for significant changes

Your continued use of the Service after changes constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Service.

18. General Provisions

18.1 Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and Eily regarding the Service.

18.2 Severability: If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18.3 Waiver: Our failure to enforce any right or provision shall not constitute a waiver of that right or provision.

18.4 Assignment: You may not assign or transfer your rights under these Terms without our consent. We may assign our rights without restriction.

18.5 Force Majeure: Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control.

18.6 No Agency: Nothing in these Terms creates any agency, partnership, or joint venture between you and Eily.

19. Contact Information

If you have any questions about these Terms, please contact us: