Terms of Service

1. Agreement

These Terms form a binding agreement between pharcel and the organization or individual accessing the service (“Customer,” “you”). By accessing or using the pharcel platform, you agree to these Terms. If you use the service on behalf of an organization, you represent that you have authority to bind that organization.

2. Definitions

• Service, the pharcel platform, applications, APIs, and related documentation.
• Customer Data, data submitted to or generated within the Service by or on behalf of Customer.
• Users, individuals authorized by Customer to access the Service.
• Order Form, an ordering document specifying subscriptions, fees, and term.

3. Accounts & Access

Customer is responsible for provisioning Users, maintaining the confidentiality of credentials, and for all activity under its accounts. You agree to use reasonable security practices, including strong authentication where offered, and to promptly notify us of any unauthorized access.

4. Acceptable Use

You agree not to:

• Use the Service in violation of applicable law or third-party rights.
• Reverse engineer, resell, or provide the Service to unauthorized third parties.
• Upload malicious code, or attempt to disrupt, probe, or circumvent the security of the Service.
• Submit data you lack the right to process, or use outputs for unlawful, deceptive, or unsafe purposes, including any use that violates applicable pharmaceutical promotion, privacy, or safety regulations.

5. Customer Data & Ownership

As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants pharcel a limited license to process Customer Data solely to provide, secure, and support the Service and as instructed under the DPA. Customer is responsible for the accuracy and legality of Customer Data and for having the necessary rights and consents to submit it.

6. Service Availability & SLA

pharcel targets high availability for the production Service, with service-level commitments, support tiers, and credits as set out in the applicable SLA referenced in the Order Form. Planned maintenance is communicated in advance where practicable. Availability commitments do not apply to beta features or events outside our reasonable control.

7. Fees & Billing

Fees, billing frequency, and payment terms are specified in the applicable Order Form. Unless otherwise stated, fees are non-refundable, exclusive of taxes, and due within the period stated on the invoice. We may suspend the Service for material non-payment after reasonable notice.

8. Confidentiality

Each party may receive confidential information of the other. The receiving party will protect it with reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors bound by confidentiality. These obligations do not apply to information that is public, independently developed, or lawfully received from a third party without restriction.

9. Intellectual Property

pharcel and its licensors retain all right, title, and interest in the Service, including all software, models, and improvements. No rights are granted except the limited right to use the Service under these Terms. Feedback you provide may be used by pharcel without restriction to improve the Service.

10. Warranties & Disclaimers

pharcel warrants that the Service will perform materially in accordance with its documentation. Except as expressly stated, the Service is provided “as is,” and pharcel disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose. AI-generated outputs may contain errors and are not medical, legal, or regulatory advice; Customer is responsible for human review of outputs before relying on them.

11. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or data. Each party's aggregate liability arising out of these Terms is limited to the fees paid or payable by Customer in the twelve months preceding the claim. These limits do not apply to breaches of confidentiality, indemnification obligations, or liability that cannot be limited by law.

12. Term & Termination

These Terms remain in effect for the subscription term stated in the Order Form. Either party may terminate for material breach that remains uncured after 30 days' notice. Upon termination, access to the Service ceases, and Customer Data is returned or deleted in accordance with the DPA. Provisions that by their nature should survive will survive termination.

13. Governing Law

These Terms are governed by the laws specified in the applicable MSA or Order Form, or, absent such specification, the laws of the jurisdiction in which pharcel is incorporated, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction.

14. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the “Last updated” date above and, where changes are material, provide additional notice. Continued use of the Service after an update constitutes acceptance of the revised Terms, except where a signed agreement provides otherwise.

15. Contact

Questions about these Terms may be directed to [email protected].