Last Updated: May 1, 2025

This End-User License Agreement (“EULA”) is a legal agreement between you (an individual who is at least 18 years old or the age of majority in your jurisdiction, whichever is higher) (“Company,” “we,” “us,” or “our”), governing your use of the Élisa software plugin (the “Software”) and its associated services (collectively, the “Services”). By installing, accessing, or otherwise using the Software or Services, you agree to be bound by the terms of this EULA. If you do not agree to all the terms of this EULA, do not install or use the Software or Services.

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1. DEFINITIONS

  1. “Élisa” or “Software”: An AI-driven plugin for Unreal Engine, designed to retrieve and arrange existing 3D assets from a user’s catalog in response to natural language prompts.
  2. “Services”: Any related cloud-based services or microservices provided by the Company in connection with Élisa, including streaming of asset placement instructions and user support.
  3. “API Key”: A unique identifier or token issued by the Company to authenticate and enable access to the Élisa Software and Services.
  4. “3rd party API Key”: A third-party API key that you must obtain and configure from compatible service providers (e.g., LLMs, image generators, data enrichment APIs) in order to use certain Élisa features. These keys are required under the Bring Your Own Key (BYOK) model and may include, but are not limited to, providers like OpenAI, Google Gemini, or others specified in our documentation.
  5. “Prompt”: Any text, keyword, or request input that you provide to Élisa in order to generate outputs, suggestions, or scene compositions.
  6. “Output”: Any structured actions (e.g., add, move, replace asset #GUID) or textual results produced by Élisa in response to a Prompt.
  7. “Assets”: Refers to 3D objects or other digital materials that reside in your 3D engine’s (e.g., Unreal Engine, Unity) asset library or catalog.
  8. “Subscription”: The plan you select to access the Software or Services, which may be subject to usage conditions or support limits.
  9. “Enterprise Plan”: A custom Subscription plan that may involve dedicated features, on-premises hosting, or customized integration.
  10. “Privacy Policy”: The Company’s policy outlining data collection, use, and protection practices.
  11. “Contact Point”: The designated email address for legal or official notices: [email protected].

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2. LICENSE GRANT

  1. Limited License: Subject to your ongoing compliance with this EULA, the Company grants you a personal, non-exclusive, non-transferable, revocable license to install and use the Élisa plugin solely for your internal business purposes.
  2. Scope of Use: Élisa is intended to aid in scene composition by retrieving existing 3D assets from your asset library. The Software does not generate 3D assets; it arranges or modifies references to those assets based on your Prompts.
  3. Restrictions: You shall not:
    • Modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to the source code or underlying structure, ideas, know-how, or algorithms of the Élisa Software, including any distributed or compiled versions of the Plugin, except to the extent expressly permitted by applicable law notwithstanding this limitation;
    • Attempt to circumvent, disable, or otherwise interfere with security-related features or technical restrictions of the Software;
    • Remove or alter any proprietary notices or labels from the Software;
    • Lease, sublicense, resell, distribute, or otherwise transfer the Software or any portion thereof to any third party unless expressly permitted in writing by the Company.
  4. Ownership: The Company (and its licensors, if any) retain all right, title, and interest in the Software and Services, including all intellectual property rights.

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3. API KEYS

  1. Élisa API Key: To access the Software and Services, the Company may issue a unique Élisa API Key to each User. You are responsible for maintaining the confidentiality and security of this key.
  2. 3rd party API Keys (BYOK): Certain features of Élisa require integration with third-party services. These features require that you obtain and enter your own Model API Key(s) from providers such as OpenAI, Google Gemini, or others.
  3. Security: You must not share or distribute your Élisa API Key or Model API Keys to unauthorized parties. All actions taken using these keys are your responsibility.
  4. Suspension or Revocation: The Company reserves the right to restrict access if you violate this EULA, applicable laws, or engage in fraudulent or abusive use.
  5. Compliance with Engine EULA: You must comply with the separate Unreal Engine EULA (or any applicable engine EULA). Failure to comply may lead to suspension or revocation of access.

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4. SUBSCRIPTIONS AND FEES

  1. Subscription Plans: Use of Élisa requires a Subscription plan. The available plans, pricing, and entitlements are described on our website or in other official Company materials, which are subject to change from time to time without prior notice.

  2. Prompts and Outputs: You are solely responsible for the content of your Prompts. Élisa provides Output based on your instructions; the Company does not guarantee the accuracy or suitability of Outputs.

  3. Intellectual Property in Outputs:

    • You retain ownership of your Prompts. The Company retains ownership of the underlying AI models and systems.
    • For Freelancer Edition users, you grant the Company a non-exclusive license to use, review, and improve Outputs and Prompts in de-identified form.
    • For Studio and Enterprise plans, the Company does not retain or use Prompts or Outputs beyond what is necessary to provide the Services.

  4. Asset Licenses: You represent and warrant that you have all necessary rights to use assets submitted or referenced and to share those assets with Élisa’s AI technology in your project. The Company disclaims all responsibility for third-party claims.

  5. Project Data Storage: Élisa may store metadata (e.g., bounding boxes, NLP tags) within your project files. Meshes are not sent nor stored by Élisa. Screenshots captured from the user’s viewport and attached to prompts using the Élisa Screenshot feature are processed only for the duration of the request and are not retained. However, users may also upload files (e.g., images, PDFs, or other supported attachments) to prompts, and these user-supplied attachments will be stored and associated with the relevant prompt for future reference and workflow continuity.

  6. No Direct Scene Modification: Élisa returns structured actions; you retain full control over whether to apply them.

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5. PRIVACY AND DATA

  1. Privacy Policy: Your use of Élisa is governed by our [Privacy Policy], which is incorporated herein by reference and available at https://docs.elisainteractive.com/privacy.
  2. User Data: You agree not to include sensitive or personal data in Prompts. The Company is not liable for any unauthorized use of such data.
  3. Freelancer Edition (Free Plan): You consent to the use of your Prompts and Outputs for model improvement. This may include human review, annotation, or aggregation in de-identified form.
  4. Studio and Enterprise Plans (Paid): Prompts and Outputs are not used for training or product improvement. Data is processed transiently and stored only as required to provide the Services.
  5. Third-Party Providers: The Company may use third-party services (e.g., OpenAI, Anthropic, Google Gemini) to fulfill requests. You are responsible for reviewing their terms.
  6. Aggregate Analytics: The Company may collect anonymized usage data for service improvement.

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6. USER OBLIGATIONS

You agree to:

  • Use Élisa in compliance with applicable laws;
  • Not use Élisa for unlawful, fraudulent, or harmful purposes;
  • Respect third-party licenses of any Assets used;
  • Not use Outputs in violation of IP or privacy rights.

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7. TERM AND TERMINATION

  1. Term: This EULA remains effective until terminated.
  2. Termination by You: You may terminate your Subscription at any time by discontinuing use.
  3. Termination by Company: The Company may terminate access for breach or as required by law.
  4. Effect of Termination: Upon termination, cease all use and destroy all copies. Sections on liability, IP, and dispute resolution survive.

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8. DISCLAIMER OF WARRANTIES

  1. AS-IS: THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY.
  2. No Guarantee: We do not guarantee correctness, accuracy, or fitness for a particular purpose.

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9. LIMITATION OF LIABILITY

  1. Indirect Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
  2. Cap on Liability: LIABILITY IS LIMITED TO THE AMOUNT PAID IN THE LAST TWELVE MONTHS OR $1,000, WHICHEVER IS GREATER.
  3. Exclusions: Some jurisdictions may not allow limitations on liability.

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10. INDEMNIFICATION

You agree to indemnify the Company for any claims arising from:

  • Your use or misuse of Élisa;
  • Your breach of this EULA;
  • Your violation of third-party rights.

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11. DISPUTE RESOLUTION

  1. Informal Resolution: Before initiating any legal action, both parties agree to make a good faith effort to resolve any disputes or claims arising out of or relating to this EULA through informal discussions.
  2. Jurisdiction and Venue: Any dispute that cannot be resolved informally will be submitted to the competent courts of the Province of Quebec, judicial district of Montréal. Both parties irrevocably submit to the exclusive jurisdiction of these courts and waive any objections to venue or jurisdiction based on convenience.
  3. Governing Law: This EULA is governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to its conflict of laws principles.

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12. MISCELLANEOUS

  1. Quebec Consumers and Language Disclosure: If you are a consumer residing in Quebec, you acknowledge and agree that this agreement and all related documents are drafted in the English language. / Si vous êtes un consommateur résidant au Québec, vous reconnaissez et acceptez que ce contrat et tous les documents qui s’y rattachent sont rédigés en langue anglaise.
  2. Assignment: You may not assign this EULA without our written consent.
  3. Entire Agreement: This EULA and the Privacy Policy form the complete agreement.
  4. Severability: Invalid provisions do not affect the rest.
  5. Waiver: Waivers must be in writing.
  6. Notices: Contact us at [email protected].

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CONTACT US

For inquiries or to revoke your API Key, contact [email protected].

By using Élisa, you confirm you have read and agree to this EULA.