Master Terms and Conditions

These Terms and Conditions form part of, and are incorporated into, each written services agreement, order form, subscription agreement, or statement of work entered into between Customer and the Elements contracting entity identified in the applicable Services Agreement, which references these Terms and Conditions.

By executing a Services Agreement, registering for, accessing, or using the Services, Customer agrees to be bound by these Terms and Conditions. Elements' provision of the Services constitutes acceptance of the Services Agreement.

If Customer enters into this Services Agreement on behalf of a company or other legal entity, Customer represents and warrants that Customer has authority to bind such entity and its Affiliates to these Terms and Conditions and the Services Agreement.

Customer may be subject to additional terms applicable to specific services, features, programs, or plans, including a privacy policy, acceptable use policy, product specific terms, security terms, or a data processing addendum. Elements may make such terms available within the Services, within Documentation, or by link.

If there is a conflict between a Services Agreement and these Terms and Conditions, the Services Agreement controls for that conflict. If there is a conflict between these Terms and Conditions and any product specific terms, the product specific terms control for that product or feature.

Elements provides a financial operations platform, software, and related services, including any associated Documentation and support services, as described in the Services Agreement and Documentation (collectively, the "Services").

Subject to Customer payment of all applicable fees and compliance with the Services Agreement, Elements will use commercially reasonable efforts to provide the Services solely for Customer internal business operations.

Elements will provide reasonable support services through email or another online mechanism in accordance with Elements' standard practices and the support tier, if any, stated in the Services Agreement.

Customer acknowledges that Elements may update, modify, or discontinue features or functionality of the Services from time to time to improve performance, security, compliance, or user experience, or for operational reasons. Elements does not guarantee any specific feature will remain available unless a Services Agreement expressly states otherwise.

Customer will provide all assistance reasonably required for setup, configuration, onboarding, integration, and operation of the Services, including APIs, credentials, configuration inputs, technical contacts, and system access.

Customer is responsible for all access credentials, access tokens, keys, and procedures used to access the Services, including those for Authorized Users. Customer will keep Access Protocols secure and will promptly notify Elements of any suspected compromise.

Customer may grant employees, contractors, and other personnel access to the Services in accordance with the Services Agreement and may designate administrative roles. Customer is responsible for all activity under Customer accounts, including actions taken by Authorized Users.

Customer will not, and will not permit any person to:

• Use the Services beyond contractual usage limits or circumvent access controls
• License, sublicense, sell, resell, rent, lease, assign, distribute, or make the Services available to any third party
• Use the Services to develop or operate competing products or perform competitive analysis intended to compete with Elements
• Reverse engineer, decompile, or disassemble any portion of the Services
• Modify, translate, or create derivative works except where permitted by Applicable Laws
• Remove or alter proprietary notices
• Process content that infringes intellectual property rights or violates Applicable Laws
• Introduce malicious code or disrupt security, integrity, or operation
• Probe, scan, or test the Services or related systems for vulnerabilities, except with Elements' written authorization
• Access Elements' systems or data other than Customer's authorized instance

Elements may provide certain Services at no charge or as limited release services, including alpha, beta, pilot, early access, evaluation, trial, or similar offerings ("Evaluation Services").

Evaluation Services are provided solely for Customer's internal evaluation, not for production use, may be unsupported, may change materially, and are provided “as is” with no warranties of any kind.

Evaluation Services, and all information relating to them, constitute Elements' Confidential Information. Elements may discontinue Evaluation Services at any time and has no liability for harm or damage arising from Evaluation Services.

Customer may provide or make available data, content, and information to the Services, including financial and operational data ("Customer Data"). Customer is responsible for the accuracy, quality, integrity, legality, and ownership or right to use all Customer Data.

The Services may connect to or interact with third party platforms, systems, or service providers designated by Customer. Customer authorizes Elements to access Third Party Services and Customer Data therein solely to provide the Services.

Third Party Services are not under Elements' control. Elements is not responsible for Third Party Services' content, availability, accuracy, legality, security, or performance.

Certain Services may use artificial intelligence features ("AI Tools"). Input means Customer Data provided to AI Tools. Output means content generated by AI Tools based on Input. Input and Output are Customer Data.

• Customer is responsible for ensuring use of AI Tools complies with Applicable Laws
• Customer acknowledges Output may not be unique and similar outputs may be generated for other users
• Customer will not use AI Tools to mislead any person into believing Output was solely human generated
• Customer will not rely on Output as factual without independent verification
• Elements does not warrant Output accuracy, completeness, or fitness for any purpose

Elements will maintain appropriate administrative, physical, and technical safeguards designed to protect Customer Data from unauthorized access, disclosure, or loss. Where a Services Agreement or DPA specifies security standards, audits, or certifications, Elements will maintain such requirements during the Subscription Term.

Where Personal Data is Processed, the parties will comply with Applicable Laws and any DPA incorporated by reference into the Services Agreement.

Customer owns Customer Data. Rights not expressly granted remain reserved.

Customer grants Elements a non-exclusive, worldwide, royalty-free license to Process Customer Data solely to:

• Provide, secure, maintain, and improve the Services
• Act under Customer's instructions
• Comply with Applicable Laws

Elements may collect and analyze Customer Data and usage data to improve its offerings and may disclose such information only in aggregated or de-identified form that does not identify Customer and excludes Personal Data.

Elements owns the Services, Documentation, Software, and all related technology and improvements. No rights are granted except as expressly stated.

Customer grants Elements the right to use, modify, commercialize, and exploit feedback without restriction or compensation.

Each party may disclose Confidential Information. Confidential Information includes non-public business, technical, or financial information. Elements' Confidential Information includes the Services, Documentation, and non-public information about features and performance. Customer's Confidential Information includes Customer Data.

Receiving Party will protect Confidential Information using reasonable care and will not use or disclose Confidential Information except as permitted under the Services Agreement.

Confidentiality does not apply to information that becomes public without breach, was known before disclosure, is received lawfully without restriction, is independently developed, or is required to be disclosed by law.

Each party acknowledges breach of confidentiality may cause irreparable harm. Disclosing Party is entitled to equitable relief in addition to other remedies, without requirement to post a bond.

Customer will pay all fees stated in the Services Agreement in the specified currency and payment schedule. Fees are non-cancelable and non-refundable except where expressly stated in the Services Agreement.

Elements may use third party payment processors, payment facilitators, resellers, and merchant of record providers to collect and process payments. By providing payment method information, Customer represents Customer is authorized to use the payment method.

Unless stated otherwise, invoice amounts are due thirty days from invoice date. Late amounts accrue interest at one percent per month or the maximum permitted by Applicable Laws, whichever is lower, plus reasonable collection costs.

Elements may change fees at the end of an initial term or renewal term upon at least thirty days' notice. Continued use after the effective date constitutes agreement to the updated fees.

Customer must notify Elements of billing disputes within sixty days of the date the disputed charge first appears.

Fees exclude all sales, use, value added, withholding, and similar taxes, duties, and assessments, excluding taxes on Elements' net income. Customer bears responsibility for such taxes.

If Customer exceeds committed usage, Elements may invoice overages. If no rates are stated, overages are billed at one hundred and fifty percent of the applicable per-unit price.

Customer remains responsible for charges that are reversed, charged back, rejected, or otherwise not settled for any reason. Customer authorizes Elements to recover such amounts by re-submitting the payment or charging an alternative payment method on file.

The Services Agreement remains in effect until terminated in accordance with its terms.

Either party may terminate a Services Agreement for convenience on thirty days' written notice, unless the Services Agreement states otherwise.

Either party may terminate upon written notice if the other party materially breaches and fails to cure within fifteen days after notice, or immediately for nonpayment.

Elements may suspend access immediately if Elements has a good faith belief Customer's use violates the Services Agreement, violates Applicable Laws, or creates risk of harm, loss, or liability.

Upon termination, Customer's right to use the Services ends immediately and all outstanding fees become due. Upon Customer's written request, Elements will delete Customer Data within thirty days, unless retention is required by Applicable Laws.

Neither party is liable for indirect, incidental, special, punitive, or consequential damages, including loss of profits, revenue, data, goodwill, or business interruption.

Aggregate liability of either party will not exceed fees paid or payable during the twelve months preceding the event giving rise to liability. For breaches of confidentiality, liability is capped at five times such fees.

Nothing excludes or limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Wilful misconduct
• Infringement of intellectual property rights
• Indemnification obligations
• Liability that cannot be excluded under Applicable Laws

Elements will defend Customer against third party claims alleging the Services infringe intellectual property rights, and will pay settlements approved by Elements or damages awarded, subject to exclusions stated in the Services Agreement.

Customer will defend and indemnify Elements against third party claims arising from Customer's breach of restrictions, Customer providing unlawful Customer Data, or Customer's misuse of Services.

Indemnifying obligations require prompt notice, control of defense, and reasonable cooperation.

Governing law, courts, and dispute resolution procedures are specified in the Services Agreement.

The parties are independent contractors. No partnership, agency, joint venture, or employment relationship is created.

Customer may not assign without prior written consent of Elements. Elements may assign to an Affiliate or as part of a corporate transaction.

Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations, provided prompt notice and reasonable mitigation.

The Services Agreement constitutes the entire agreement and supersedes prior discussions. Amendments require written signature, except where these Terms permit updates.

Elements may update these Terms and Conditions by posting the updated version and providing notice through the Services, email, or other reasonable means. Changes become effective no earlier than fourteen days after posting. Customer's continued use after the effective date constitutes acceptance.

No third party has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Services Agreement.