Terms and Conditions

We are Elyra, Inc. (“Company,” “we,” “us,” “our”), a company incorporated in the State of Delaware at 1111B S Governors Ave # 53156, Dover, DE 19904.

We operate the Elyra restaurant table-management platform and AI applications (the “App”), along with other related products and services that are governed by these legal terms (collectively, the “Services”).

You can contact us by email at info@elyrasystems.com or by mail to 1111B S Governors Ave # 53156, Dover, DE 19904, United States.

These Legal Terms constitute a legally binding agreement between you—whether a restaurant, hospitality operator, staff user, or an individual diner using our booking channels (“you”)—and Elyra, Inc., governing your access to and use of the Services. BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE LEGAL TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

Supplemental terms, product-specific policies, or documents posted within the Services are incorporated by reference. We may update these Legal Terms from time to time at our sole discretion. We will indicate changes by updating the “Last updated” date below, and your continued use after posting constitutes acceptance of the revised Legal Terms. Please review them periodically.

The Services are intended for users at least 13 years of age. If you are a minor in your jurisdiction, you must have permission and supervision from your parent or legal guardian. Parents/guardians must review and agree to these Legal Terms before a minor uses the Services.

We recommend you print or save a copy of these Legal Terms for your records.

Our platform enables restaurants and hospitality operators to manage restaurants, tables and shift covers; configure seating areas and booking rules; and receive, accept, modify, or cancel reservations through our dashboard. Diners can request and manage bookings via Elyra-powered channels, including our AI phone agent, AI email agent, website widget, and other integrated agents or partners. Availability, waitlist positioning, seating assignments, and confirmation communications are determined by rules set by each venue and/or by the venue's staff using our tools.

The Services are not intended for use in any jurisdiction where such use is unlawful or would subject us to registration or other compliance obligations. Users who access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws.

Our intellectual property

We own or license all intellectual property rights in the Services, including software, source code, databases, dashboards, models, agent logic, prompts, training artifacts (excluding your personal data), designs, audio, video, text, photographs, and graphics (collectively, the “Content”), as well as our trademarks, service marks, and logos (the “Marks”).

The Content and Marks are protected by copyright, trademark, and other laws and treaties worldwide. The Content and Marks are provided “AS IS” solely for your internal business purposes (for operators) or personal, non-commercial use (for diners).

Your use of our Services

Subject to these Legal Terms and the “PROHIBITED ACTIVITIES” section, we grant you a limited, non-exclusive, non-transferable, revocable license to: access and use the Services; and download or print portions of the Content to which you lawfully have access solely for your internal business operations (restaurants) or personal booking purposes (diners).

Except as expressly permitted, you may not copy, reproduce, aggregate, republish, upload, post, publicly display, encode, translate, transmit, distribute, sell, license, or otherwise exploit any part of the Services, Content, or Marks without our prior written permission. If we grant permission, you must identify us as the owner/licensor and retain applicable notices.

All rights not expressly granted are reserved. Any breach of this section is a material breach and may immediately terminate your right to use the Services.

Your submissions and contributions

Please review this section and “PROHIBITED ACTIVITIES” before posting or uploading any content.

Submissions: If you send us questions, ideas, feedback, or similar content about the Services (“Submissions”), you assign to us all intellectual property rights in those Submissions and acknowledge we may use them for any lawful purpose without acknowledgment or compensation.

Contributions: The Services may enable you to submit or display content (e.g., menus, photos, seating maps, specials, business information, operating hours, marketing copy, availability, reviews, comments, or other materials) (“Contributions”). Public Submissions may be treated as Contributions. Contributions may be viewable by others on or through the Services or via partner channels.

When posting Contributions, you grant us the rights described in “CONTRIBUTION LICENSE.”

You are solely responsible for the legality and accuracy of your Submissions/Contributions and agree to compensate us for losses arising from your breach of this section, infringement of third-party rights, or violation of law. We may remove or edit Contributions at any time and may suspend or disable accounts for violations.

We respect others' rights. See “COPYRIGHT INFRINGEMENTS” for reporting procedures.

By using the Services, you represent and warrant that: (1) all registration information you submit is true, accurate, current, and complete; (2) you will maintain and promptly update such information; (3) you have legal capacity and agree to these Legal Terms; (4) you are at least 13 years old; (5) if a minor, you have parental consent; (6) you will not access the Services via automated or non-human means except as expressly allowed through our documented APIs or integrations; (7) you will use the Services only for lawful, authorized purposes; and (8) your use will not violate applicable laws.

We may suspend or terminate accounts and refuse current or future use for any false, inaccurate, or incomplete information, or for breach of these Legal Terms.

Registration may be required. You must keep credentials confidential and are responsible for all activities under your account. We may reclaim or modify usernames we deem inappropriate, misleading, or infringing. Operator accounts are for the subscribing business and its authorized staff only; you must manage roles and access appropriately.

Availability of features, plans, and add-ons (including AI agents, messaging, analytics, and integrations) may change without notice. We may discontinue or limit features at any time. Prices are subject to change.

You agree to provide current, complete, and accurate billing and account information for all purchases (e.g., subscriptions, usage-based fees, SMS/voice credits, no-show fees processed on your behalf, or other charges). Update payment methods and contact information promptly. Sales tax may apply. We may correct pricing errors even after payment is requested or received.

We may refuse or limit orders, including by account, payment method, or billing/shipping address, and may restrict purchases that appear to be placed by dealers, resellers, or distributors. Certain features may require a valid payment method on file and timely payment to remain enabled.

Please review our Return/Refund Policy posted on the Services before making purchases. Plan changes, credits, and cancellations are governed by that policy and any applicable order form or subscription terms.

You may not use the Services for purposes other than those we make available. Without limitation, you agree not to:

• Systematically harvest data from the Services to build databases or directories without our written permission.
• Trick, defraud, or mislead us or other users, including attempts to obtain sensitive information.
• Circumvent, disable, or interfere with security features or usage limits.
• Disparage or harm us or the Services.
• Use information from the Services to harass, abuse, or harm a person or business.
• Abuse support channels or submit false reports.
• Use the Services in violation of law or regulation.
• Frame or link to the Services without authorization where restricted.
• Upload or transmit malware, excessive capitalization/spam, or content that disrupts the Services.
• Use bots, scrapers, or automated tools without express permission (except as allowed via documented APIs).
• Remove copyright or proprietary notices.
• Impersonate another person or misrepresent your affiliation.
• Deploy tracking mechanisms (e.g., web bugs, 1×1 pixels) without disclosure and consent where required.
• Interfere with or burden the Services or related networks.
• Harass or threaten our employees or agents.
• Bypass access controls or rate limits.
• Copy or adapt the Services' software or reverse engineer except as permitted by law.
• Launch or distribute unauthorized scripts, spiders, or offline readers.
• Use a buying/purchasing agent to transact on the Services unless expressly permitted.
• Create accounts under false pretenses or collect emails/usernames to send unsolicited messages.
• Use the Services to compete with us or for any revenue-generating activity not authorized by us.
• Create fake bookings, speculative reservations, or otherwise manipulate availability, capacity, or pricing.

The Services may enable you to publish or transmit Contributions (e.g., menus, photos, seat maps, promotions, opening hours, reviews, comments, or other materials). Contributions may be visible to others on the Services and via third-party channels. Any transmitted Contributions may be treated as non-confidential and non-proprietary (subject to applicable data-protection laws for personal data).

You represent and warrant that:

• Your Contributions do not infringe third-party rights (copyright, trademark, trade secret, moral rights, privacy, or publicity).
• You own or hold all necessary rights and permissions to grant the licenses herein.
• You have consent for any identifiable individuals depicted.
• Your Contributions are accurate and not misleading.
• Your Contributions are not unsolicited promotions, spam, or chain letters.
• Your Contributions are not obscene, harassing, defamatory, hate-inciting, or otherwise objectionable.
• Your Contributions do not threaten or promote violence.
• Your Contributions comply with law and do not include child exploitation content.
• Your Contributions do not contain discriminatory or offensive remarks based on protected characteristics.
• Your Contributions comply with these Legal Terms and applicable law.

Violations may result in suspension or termination.

By posting Contributions, you grant us a worldwide, non-exclusive, transferable, sublicensable, royalty-free, fully paid, irrevocable, and perpetual license to host, use, copy, reproduce, process, adapt, modify, publish, translate, create derivative works from, distribute, publicly perform, publicly display, and otherwise exploit such Contributions (including your name, mark, and logo, if provided) in any media now known or later developed, for purposes including operating, improving, marketing, and supporting the Services, training and evaluating our systems and agents, and integrating with partner channels.

This license includes the right to reformat, excerpt, and archive Contributions, and to grant sublicenses as needed to service providers and partners. You waive moral rights in Contributions to the extent permitted by law and represent that no moral rights have been asserted.

We do not claim ownership of your Contributions; you retain your rights. You are solely responsible for your Contributions.

We may edit, re-categorize, pre-screen, or delete Contributions at our discretion and have no obligation to monitor them.

Use License

If you access the Services via the App, we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on devices you own or control, and to access the App in accordance with these Legal Terms. You shall not: (1) reverse engineer or decompile the App except as permitted by law; (2) modify or create derivative works from the App; (3) use the App in violation of laws or regulations; (4) remove proprietary notices; (5) use the App for purposes for which it was not designed; (6) make the App available to multiple users over a network except as permitted; (7) build a competitive product using the App; (8) send automated queries or unsolicited commercial emails; or (9) use our interfaces or IP to design accessories or integrations without permission.

Apple and Android Devices

If you obtained the App from the Apple App Store or Google Play (each, an “App Distributor”): (1) your license is limited to use on iOS or Android devices you own or control, per the App Distributor's terms; (2) we—not the App Distributor—are responsible for maintenance and support obligations as required by law or these Legal Terms; (3) in case of non-conformity, you may notify the App Distributor for a potential refund of the purchase price (if any); (4) you confirm you are not subject to applicable sanctions or export restrictions and are not on prohibited party lists; (5) you must comply with third-party terms when using the App; and (6) App Distributors are third-party beneficiaries of this mobile license and may enforce it.

The Services may link to or integrate third-party sites, content, telecom carriers, payment processors, reservations partners, or delivery/logistics tools (“Third-Party Services”). We do not control or endorse Third-Party Services and are not responsible for their content, accuracy, practices, or policies. Your use of Third-Party Services is at your risk and subject to their terms and privacy policies. Transactions with third parties are solely between you and those parties.

We may, but are not obligated to: (1) monitor the Services for violations; (2) take legal action for unlawful or violative conduct; (3) remove or restrict any Contributions; (4) remove or disable files or content that are excessive in size or burdensome; (5) manage the Services to protect our rights and ensure proper functioning; and (6) mitigate fraudulent, abusive, or high-risk booking patterns (including bulk speculative reservations and no-show farming).

We care about privacy and security. By using the Services, you agree to our Privacy Policy, which is incorporated by reference. Our AI agents may process and analyze communications (including call audio and transcripts, emails, chat messages, and booking metadata) to operate and improve booking and support features.

If you believe content on or through the Services infringes your copyright, promptly notify us using the contact details below (a “Notification”). A copy of your Notification may be forwarded to the contributor. You may be liable for damages if you materially misrepresent infringement. If unsure, consider consulting an attorney before filing.

These Legal Terms remain in effect while you use the Services. WITHOUT LIMITATION, WE MAY, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO OR USE OF THE SERVICES (INCLUDING BY BLOCKING IP ADDRESSES), TERMINATE ACCOUNTS, OR REMOVE CONTENT FOR ANY REASON, INCLUDING BREACH OF THESE LEGAL TERMS OR LAW.

If we terminate or suspend your account, you may not register a new account under your name, a false identity, or a third party's name. We reserve the right to pursue appropriate legal remedies, including civil, criminal, and injunctive relief.

We may change, modify, or remove content or features at any time without obligation to update information. We may modify or discontinue all or part of the Services without notice. We are not liable for modifications, price changes, suspensions, or discontinuance.

We do not guarantee continuous availability. The Services (including AI agents, telephony, emailing, and integrations) may experience downtime, delays, or errors. We have no liability for losses arising from downtime or discontinuance. Nothing obligates us to provide maintenance, corrections, updates, or releases.

These Legal Terms are governed by and interpreted in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal Negotiations

To expedite resolution and control costs, the parties agree to attempt to resolve any dispute, controversy, or claim relating to these Legal Terms (“Dispute”) through good-faith negotiations for at least thirty (30) days after written notice.

Binding Arbitration

Any Dispute arising from these Legal Terms shall be finally resolved by one arbitrator under the rules of the American Arbitration Association (AAA) in force at the time of filing. The seat of arbitration is Wilmington, Delaware. The language is English. Delaware substantive law applies.

Restrictions

Arbitration is limited to the Dispute between the parties. To the extent permitted by law: (a) no arbitration shall be joined with another proceeding; (b) no class arbitration or class procedures; and (c) no representative claims on behalf of the public or others.

Exceptions

The following are not subject to informal negotiation or arbitration: (a) Disputes relating to intellectual property rights; (b) Disputes involving theft, piracy, invasion of privacy, or unauthorized use; and (c) claims for injunctive relief. If this provision is found illegal or unenforceable, such Disputes shall be resolved in a court of competent jurisdiction in the State of Delaware.

Information on the Services may contain typographical errors or inaccuracies, including descriptions, pricing, availability, or other content. We reserve the right to correct errors and update information at any time without prior notice.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOUR USE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY ABOUT COMPLETENESS, ACCURACY, AVAILABILITY, RELIABILITY, OR TIMELINESS OF THE SERVICES OR THIRD-PARTY SERVICES.

WITHOUT LIMITATION, WE ARE NOT RESPONSIBLE FOR: (1) ERRORS OR INACCURACIES IN CONTENT; (2) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM USE; (3) UNAUTHORIZED ACCESS TO OR USE OF SERVERS OR DATA; (4) INTERRUPTION OR CESSATION OF TRANSMISSION; (5) MALWARE OR HARMFUL CODE TRANSMITTED BY THIRD PARTIES; (6) ERRORS OR OMISSIONS IN CONTENT OR LOSSES FROM CONTENT MADE AVAILABLE VIA THE SERVICES; (7) RESTAURANT POLICIES, AVAILABILITY, MENU ITEMS, PRICING, SEATING, SERVICE QUALITY, OR HONORING OF RESERVATIONS; OR (8) DECISIONS MADE BY AI AGENTS OR AUTOMATIONS BASED ON RULES OR DATA YOU PROVIDE.

WE DO NOT ENDORSE ANY THIRD-PARTY PRODUCT OR SERVICE ADVERTISED OR OFFERED THROUGH THE SERVICES OR ANY LINKED SITE AND ARE NOT A PARTY TO TRANSACTIONS BETWEEN YOU AND THIRD PARTIES. EXERCISE JUDGMENT AND CAUTION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US (IF ANY) DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN SUCH CASES, THE ABOVE LIMITATIONS MAY NOT FULLY APPLY.

You agree to defend, indemnify, and hold us harmless, including our affiliates and respective officers, agents, partners, and employees, from and against claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of: (1) your Contributions; (2) your use of the Services; (3) your breach of these Legal Terms; (4) your breach of your representations and warranties; (5) your violation of third-party rights; (6) harmful acts toward other users; (7) misconfigured booking rules, communications, or policies you set; and (8) fees, chargebacks, fines, or disputes arising from your transactions with diners or processors. We may assume exclusive defense and control at your expense; you will cooperate with us.

We maintain certain data transmitted through the Services for performance, analytics, compliance, and backup. You are responsible for data you upload or actions you take. We are not liable for loss or corruption of such data, and you waive claims arising from loss or corruption. You should maintain your own backups of business-critical information (e.g., seating plans, bookings, and reports).

By visiting or using the Services, contacting us, or completing online forms, you consent to electronic communications and agree they satisfy legal requirements for written communications. YOU CONSENT TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND TRANSACTION RECORDS. You waive any rights requiring non-electronic signatures or records.

These Legal Terms and any policies or rules posted by us constitute the entire agreement between you and us regarding the Services. Our failure to enforce any right or provision is not a waiver. These Legal Terms apply to the maximum extent permitted by law. We may assign our rights and obligations at any time. We are not liable for delays or failures caused by events beyond our reasonable control. If any provision is unlawful, void, or unenforceable, that provision is severed without affecting the remaining provisions. No joint venture, partnership, employment, or agency relationship is created by these Legal Terms or your use of the Services. These Legal Terms will not be construed against us as drafter. You waive defenses based on the electronic form of these Legal Terms and the absence of physical signatures.

For questions, complaints, or further information: