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Last Update: Dec 15, 2025 This End-User License Agreement (“EULA”) governs the access and use of the Software, including the Services (as described below), and form an agreement between ELISA INTERACTIVE INC., a legal person having its head office at 6846, av. Louis-Hebert, Montreal, Quebec, H2G2G9 (the “Company” or “our”) and YOU, the person having agreed to the EULA by Subscription and whose contact information is the one provided for said Subscription (“you” or “your”). Please carefully read the following EULA before accepting it and print a copy for your records. By subscribing, installing, accessing or otherwise using the Software or Services, you confirm to have the legal capacity or the minimum age required by Third-Party Terms (e.g., Gemini API) to contract this EULA and to have agreed to be bound by its terms. If you do not have the legal capacity or minimum requirements to contract or do not agree to all the terms of the EULA, do not subscribe, install, access or use the Software or Services. You may contact the Company using the following form:
https://elisainteractive.com/contact A. DEFINITIONS
  1. “Access Credentials”: Possesses the meaning stipulated in Section 21.
  2. “Additional Documents”: Refer to the Third-Party Terms and the Company’s privacy policy: https://docs.elisainteractive.com/privacy.
  3. “API Key”: A unique identifier or token issued by the Company to authenticate and enable access to the Software and Services.
  4. “Assets”: 3D objects or other digital materials that reside in your 3D engine’s (e.g., Unreal Engine, Unity, etc.) asset library or catalog.
  5. “Contact Point”: The designated email address to contact the Company: [email protected].
  6. “Intellectual Property”: Means, without limitation, trademarks and trademark applications, trade names, patents and patent applications, copyrights in any type of work, as well as processes, discoveries, inventions (whether patentable or not), technical information, specification documents and other similar property or rights, whether registered or not, whether or not subject to any form of intellectual property protection, for any country or other competent jurisdiction.
  7. “Output(s)”: Any structured actions (e.g., add, move, replace asset #GUID, etc.) or textual results produced by the Software in response to a Prompt.
  8. “Plan”: Any free or paid Subscription plan offered by the Company to access and use the Software or Services. For more precision, the “Enterprise Plan” is a custom Subscription plan that may involve dedicated features, on-premises hosting, or customized integration.
  9. “Prompt(s)”: Any text, keyword, or request input that you provide through the Software to generate Outputs, suggestions, or scene compositions.
  10. “Services”: Any related cloud-based services or microservices provided by the Company in connection with the Software, including streaming of Assets placement instructions and user support.
  11. “Software”: The Company’s 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.
  12. “SSO” (Single Sign-On): An authentication mechanism that allows you to access multiple applications or services with a single login session.
  13. “Subscription”: The Plan you have selected to access and use the Software or Services.
  14. “Third-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, etc.) to use certain features of the Software. 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 information or documentation.
  15. “Third-Party Terms”: Possesses the meaning stipulated in Section 19.
B. LICENSE GRANT
  1. Limited License. Subject to your ongoing compliance with this EULA, the Company grants you a non-exclusive, non-transferable, revocable license to install and use the Software solely for your individual or internal business purposes in accordance with your Subscription.
  2. Scope of Use. The Software 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. Ownership. The Company (and its licensors, if any) retain all rights, titles, and interests in the Software and Services, including all Intellectual Property rights.
C. THIRD-PARTY TERMS
  1. Third-Party Providers. The Company may use third-party products and services (e.g., OpenAI, Anthropic, Google Gemini, etc.), as well as third-party payment platforms (e.g., Marketplace, etc.), which are subject to their own terms and conditions (“Third-Party Terms”). These Third-Party Terms are incorporated by reference in this EULA as part of the Additional Documents.
  2. You are responsible for reviewing the Third-Party Terms and hereby agree to be subject to them.
D. ACCESS
  1. Access Credentials. To access the Software and Services, the Company may issue a unique Software API Key to you or enable you to authenticate via a supported SSO provider (e.g., email-based login, Google, Microsoft, etc.) (collectively, the “Access Credentials”). You are responsible for maintaining the confidentiality and security of your Access Credentials.
  2. Third-party API Keys (BYOK). Certain features of the Software 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.
E. PROMPTS AND OUTPUTS
  1. Prompts and Outputs. You are solely responsible for the content of your Prompts. The Company provides Outputs based on your instructions; the Company does not guarantee the accuracy or suitability of such Outputs.
a) Free Plan: You agree to the use of your Prompts and Outputs for model improvement. This may include human review, annotation, or aggregation in a de-identified form. b) Studio and Enterprise Plans: Prompts and Outputs are not used for training or product improvement. Data is processed transiently and stored only as required to provide the Services.
  1. Intellectual Property in the Outputs:
a) You retain ownership of your Prompts. The Company retains ownership of the underlying AI models and systems. b) For a Free Plan, you grant the Company a free and non-exclusive license to use, review, and improve your Prompts in a de-identified form. Furthermore, you understand that the Company will retain ownership of the Outputs and, therefore, will have to right to reuse, review and improve them. c) For Studio and Enterprise Plans, the Company does not retain or use Prompts or Outputs beyond what is necessary to provide the Services.
  1. Assets. You represent and warrant that you have all necessary rights to use Assets submitted or referenced and to share those Assets with the Company through the Software or Services. The Company will at no time be responsible regarding third-party claims.
  2. Project Data Storage. The Software may store metadata (e.g., bounding boxes, NLP tags, etc.) within your project files. Meshes are not sent nor stored by the Software. Screenshots captured from your viewport and attached to Prompts using the Software Screenshot feature are processed only for the duration of the request and are not retained. However, you may also upload files (e.g., images, PDFs, or other supported attachments, etc.) within Prompts, and these attachments you supply will be stored and associated with the relevant Prompt for future reference and workflow continuity.
  3. No Direct Scene Modification. The Software returns structured actions; you retain full control over whether to apply them.
F. RESTRICTIONS
  1. You shall not:
a) Share or distribute your Access Credentials (including your Model API Keys). All actions taken using these Access Credentials are of your responsibility; b) Modify, reverse engineer, troll, scrape, decompile, disassemble, analyze the content, or otherwise attempt to derive or gain access to the source code or underlying structure, ideas, or algorithms of the Software, including any distributed or compiled components of the Software. You acknowledge that the technical content generated by the Software contains trade secrets of the Company; c) Attempt to circumvent, disable, or otherwise interfere with security-related features or technical restrictions of the Software; d) Remove or alter any proprietary notices or labels from the Software; e) Lease, sublicense, resell, distribute, or otherwise transfer the Software or any portion thereof to any third party unless expressly and priorly permitted in writing by the Company; f) Make any illegal, discriminatory, obscene, inappropriate or otherwise reprehensible use of the Software or Services; g) Violate third-party rights, such as, without limitation, licenses, Assets and Intellectual property rights; h) Use the Software to reproduce other video games levels, features or characters, or anything the like; and i) Share sensitive or personal data, whether yours or of a third party, through the Software.
  1. Where your Plan entails more than one user, as permitted by said Plan of the Company, you acknowledge and accept to be entirely responsible to bring this EULA to their attention for their conformity, and for the access and use of all your users to the Software and Services and for all their activities.
G. SUBSCRIPTION AND FEES
  1. Subscription Plans. The use of the Software requires a Subscription. The available Plans, pricing, and content are described on our website: https://elisainteractive.com/.
  2. Payment. As provided in Section C, payment for a paid Plan shall be done through an external payment platform offering the Software or Services, which is subject to Third-Party Terms to which you are subject to.
  3. Non-refundable. Paid Plans are non-refundable.
H. PRIVACY AND DATA
  1. Privacy Policy. Your use of the Software and Services is governed by our privacy policy, which is incorporated herein by reference and available at https://docs.elisainteractive.com/privacy.
  2. Aggregate Analytics. The Company may collect anonymized usage data for the assessment of the quality of the Software and Services and for improvement.
I. MODIFICATION
  1. The Company may modify this EULA (being understood that this includes the Company’s privacy policy, as well as the price of any Plan). The Company will send you, at least thirty (30) days before the modification comes into force, a written notice setting out the new clause(s), or the modified clause(s) and the clause(s) as it or they read formerly, and the date of the coming into force of the modification. Upon receipt of the notice:
a) You can approve the modification; or b) Terminate this EULA without costs, penalty or cancellation indemnity, by sending to the Company a written notice to that effect no later than thirty (30) days after the date of the coming into force of the modification. If you do not respond to the modification notice, you will be deemed to have accepted said modification after thirty (30) days from the date of the coming into force of the modification. J. TERM AND TERMINATION
  1. Term. This EULA takes effect upon your Subscription for the duration of the Plan you have chosen accordingly.
  2. Termination without cause. You may terminate your Subscription at any time by sending a notice to the Company following Section 51.
  3. Termination for cause. The Company may terminate this EULA, without prejudice to its rights and remedies, in the event of:
a) A substantial breach of one or more provision(s) under this EULA, after giving prior written notice with a thirty (30) day cure period which specifies the alleged breach, and provided that such breach is not cured with the said cure period specified in the notice; b) A serious breach or harm, including, without limitation, to the commercial interests, image or reputation of the Company, without prior notice; c) Cessation or change of the Company’s business activities without prior notice; or d) Assignment of property to the benefit of creditors, filing of a voluntary bankruptcy, or, more generally, declaration of insolvency, within the meaning of the Bankruptcy and Insolvency Act affecting the Company, without prior notice.
  1. Suspension. Notwithstanding Section 38, the Company may, at its sole discretion, suspend your access (including of one or more users where applicable) to the Software and/or Services until an alleged breach is cured by you within the cure period specified in the notice as per Section 38. The Company may also suspend access to the Software and/or Services in the event of a security breach, denial-of-service attack, abnormal use, or other similar threat that has caused or could cause damage to the Software and/or Services or to you. In this latter case, the Company will use reasonable efforts to limit any such suspension to the affected portions of the Software and/or Services and to restore full access as promptly as practicable. Such suspension shall not prevent the Company from exercising its right to terminate this EULA in accordance with it.
  2. Effect of Termination. Upon termination, you must pay all dues to Company by virtue of this EULA without delay, if any, and cease all access and use to the Software or Services and destroy all copies. All your Software or Services data will be deleted no later than a period of thirty (30) days. You understand that you will no longer have access to them, nor to your Assets through the Software.
K. DISCLAIMER OF WARRANTY
  1. THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE COMPANY MAKES NO REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND WHATSOEVER IN CONNECTION WITH THIS EULA, EITHER ON ITS OWN BEHALF OR ON BEHALF OF ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS AND LICENSORS. THE COMPANY HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, PERFORMANCE, ACCURACY, SUITABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE.
L. LIMITATION OF LIABILITY
  1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS.
  2. The Company shall not be liable and assumes no responsibility for any losses or damages arising directly or indirectly from (i) a case of force majeure; (ii) your data.
  3. THE TOTAL LIABILITY OF THE COMPANY WITH RESPECT TO YOUR CLAIMS OR OF ANY OTHER PERSON ARISING DIRECTLY OR INDIRECTLY FROM THIS EULA SHALL BE LIMITED TO THE AGGREGATE SUMS PAID BY YOU TO THE COMPANY FOR THE CONCERNED SUBSCRIPTION IN THE LAST TWELVE (12) MONTHS OF THE EVENT GIVING RISE TO THE CLAIMS OR $1,000, WHICHEVER IS LESSER. THE OCCURRENCE OR FILING OF MULTIPLE CLAIMS SHALL NOT INCREASE THIS AMOUNT.
M. INDEMNIFICATION
  1. You agree to indemnify the Company for any claims arising directly or indirectly from:
a) Your use or misuse of the Software or Services; b) Your breach of this EULA and of the Additional Documents; and c) Your violation of third-party rights. N. MISCELLANEOUS
  1. Entire Agreement. This EULA, together with all Additional Documents expressly incorporated by reference under its terms, constitute the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, proposals, or communications, whether written or oral.
  2. Interpretation. In case of conflict, this EULA prevails over any Additional Documents.
  3. Severability. If any provision of this EULA is held invalid, null, or with no effect, the remainder of the EULA shall not be affected, reduced or invalidated, and all other provisions shall remain valid and enforceable to the fullest extent permitted by law.
  4. Assignment. You may not assign this EULA without the Company’s prior written consent.
  5. Waivers. Waivers must be in an express writing.
  6. Notice. All notices and other authorizations or communications required under this EULA shall be in writing and delivered by email to:
  • Company: [email protected]
  • Customer: to the email address provided in your Subscription to Company.
You and the Company undertake to promptly inform each other of any changes to the contact details listed above in an appropriate manner.
  1. Non-exclusivity. Nothing in this EULA shall restrict the Company’s ability to grant a license or offer its products and services, directly or indirectly, including through third-party companies, to persons that may operate in the same field as you or within the same territory.
  2. Governing Law and jurisdiction. To the extent permitted by 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. Any dispute that cannot be resolved informally will be submitted exclusively to the competent courts of the Province of Quebec, judicial district of Montréal.
  3. Language. You acknowledge having had the opportunity to read the EULA and the Additional Documents of the Company which have been remitted in French and accept to be bound by them in English. Le Client reconnaît avoir eu l’opportunité de prendre connaissance des EULA et des Documents Additionnels de la Compagnie qui ont été remis en français et accepte d’être lié par la version anglaise.
  4. Survival. Sections 18, 24a), 28b), 40 to 55 shall survive at the end of this EULA.
Before accepting the EULA, you acknowledge having reviewed its terms, the Additional Documents, and the form used for Subscription, and having detected no error that should lead to its correction, in addition to acknowledging having been given the opportunity to accept or refuse the proposal. By proceeding with the Subscription, you declare having accepted the EULA and Additional Documents.