TERMS OF USE

These Terms of Use (Terms) govern your individual access to and use of the pharmAgent platform and related services. The Service is provided by pharmAgent Limited, New Zealand company number 9364179 and NZBN 9429053054760, with its registered office at Level 11, Tower 1, 205 Queen Street, Auckland 1010, New Zealand (pharmAgent).

By selecting the checkbox confirming your agreement, you agree to be bound by these Terms and the Acceptable Use Policy, subject to any separate written agreement between pharmAgent and your organisation. If you do not agree, you will not be permitted to access or use the Service.

If your employer or another organisation through which you receive access has entered into a separate written agreement with pharmAgent governing the Service, that agreement and the documents it expressly incorporates govern the provision of the Service to that organisation and your access and use on its behalf. These Terms apply only to the extent expressly provided for in that agreement. If there is any inconsistency, the separate written agreement prevails.

1.     Eligibility and Business Use

1.1.    You must be at least 18 years old and legally capable of agreeing to these Terms.

1.2.    The Service is made available solely for legitimate business and professional purposes. You may use it only for the internal business purposes of the organisation through which you have been granted access.

1.3.    You confirm that you are authorised by that organisation to access the Service and to provide any information that you submit to pharmAgent.

2.     Access and Licence

2.1.    Subject to these Terms, pharmAgent grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Service and Insights for the permitted purposes while pharmAgent authorises your access.

2.2.    Your access is personal to you. You must not provide access to another person, allow another person to use your account, or use another person's credentials.

2.3.    Where access is provided without charge, including during early access, testing or evaluation, pharmAgent may limit, modify, suspend or withdraw that access at any time. Complimentary access does not create a right to continued access or to any particular feature, service level or future commercial offering.

2.4.    Additional or paid services may be subject to separate commercial terms agreed between pharmAgent and the relevant organisation.

3.     Accounts and Security

3.1.    You must provide accurate account information and keep it reasonably current.

3.2.    You are responsible for safeguarding your credentials and for activity carried out through your account. You must notify pharmAgent promptly if you become aware of actual or suspected unauthorised access, disclosure of credentials or other account compromise.

3.3.    pharmAgent may require authentication, security verification or other reasonable account controls as a condition of access.

4.     Acceptable Use

4.1.    You must comply with the pharmAgent Acceptable Use Policy, which is incorporated into and forms part of these Terms.

4.2.    The Acceptable Use Policy includes restrictions relating to exports and downloads, automated access, artificial intelligence functionality, security, credential sharing, scraping, reconstruction of datasets, competing uses and circumvention of technical or usage controls.

4.3.    If these Terms and the Acceptable Use Policy are inconsistent, these Terms prevail to the extent of the inconsistency.

5.     Information You Provide

5.1.    You retain any rights that you or your organisation hold in information, data or materials that you submit or make available through the Service (User Content).

5.2.    You grant pharmAgent a non-exclusive, worldwide, royalty-free licence to host, store, process, analyse, modify and use User Content only to the extent reasonably necessary to provide, operate, secure and support the Service in accordance with these Terms and any applicable written agreement with your organisation. pharmAgent may use information derived from User Content to improve the Service only where it has been aggregated or de-identified so that it does not identify you, your organisation or its confidential information and cannot reasonably be reconstructed.

5.3.    You represent that you have the rights, permissions and authority required to provide User Content and permit its processing. You are responsible for taking reasonable steps to ensure that it is lawful and sufficiently accurate for its intended purpose.

5.4.    You must not submit patient information, health information about an identifiable person, special-category personal data, or confidential or commercially sensitive organisational information unless pharmAgent has expressly approved that use and your organisation has authorised you to provide it.

6.     Intellectual Property and Feedback

6.1.    pharmAgent and its licensors retain all rights, title and interest in the Service, pharmAgent Data, Insights and associated intellectual property, including software, technology, methodologies, models, algorithms, architecture, databases, data structures, normalisation and standardisation methods and improvements to them.

6.2.    No intellectual property rights are transferred to you except for the limited right to use the Service and Insights expressly granted by these Terms.

6.3.    You may use Insights and any exports made available through the Service solely for the permitted internal business purposes and subject to these Terms and the Acceptable Use Policy. Third-party source material may also be subject to restrictions notified by pharmAgent.

6.4.    If you provide feedback, suggestions, ideas or recommendations about the Service, you grant pharmAgent an irrevocable, perpetual, worldwide, royalty-free licence to use, implement and incorporate that feedback into its products and services without restriction or obligation to you.

7.     Usage Information and Privacy

7.1.    pharmAgent processes account information and essential operational information required to provide, secure and support the Service. This may include your name, business email address, organisation, user identifier, login and authentication records, security events, browser type, operating system, device class, viewport size and essential diagnostic information. This processing occurs regardless of whether you agree to optional usage analytics.

7.2.    If you select the optional usage analytics box, pharmAgent may also associate your account with information about the pages and features you access, the products, molecules and markets you view, searches and selections, actions taken, exports and downloads, and session dates, times and duration. This information is used to evaluate and improve the Service.

7.3.    If you do not select the optional usage analytics box, pharmAgent will not collect optional identifiable usage analytics relating to your account. If you later withdraw your consent, pharmAgent will stop collecting that information and will delete or de-identify previously collected optional usage analytics within 30 days, except where retention is required by law.

7.4.    You may withdraw your consent for optional identifiable usage analytics at any time using the method described in the Privacy Notice.

7.5.    Further information about the information pharmAgent collects, the purposes and legal bases for processing, retention periods, disclosures, international transfers and your data-protection rights is contained in the pharmAgent Privacy Notice made available through the Service or on pharmAgent’s website.

7.6.    pharmAgent may create and use aggregated or anonymised information derived from use of the Service for analytics, benchmarking and internal development, provided that it does not identify you, your organisation or its confidential information and does not permit that information to be reasonably reconstructed.

8.     Service Changes and Availability

8.1.    The Service is under continuing development. pharmAgent may modify, improve, update or remove features from time to time.

8.2.    During complimentary, testing or early access, the Service may be incomplete, contain errors or become unavailable. Unless a separate written agreement states otherwise, pharmAgent does not guarantee any availability level, support response time, particular functionality or uninterrupted access.

8.3.    pharmAgent may carry out planned or emergency maintenance and may restrict access where reasonably necessary to protect the security, integrity or availability of the Service.

9.     Confidentiality

9.1.    Non-public elements of the Service and pharmAgent Data, including product, technical, security and commercial information made available through your access, are confidential information of pharmAgent.

9.2.    You must use that information only for the permitted purposes, protect it using reasonable care, and not disclose it to any person who is not authorised to receive it. This obligation does not apply to information that is lawfully public, was already lawfully known to you without restriction, or is independently developed without use of pharmAgent's confidential information.

9.3.    You may disclose confidential information where required by law, provided that you give pharmAgent reasonable prior notice where legally permitted.

10.   Insights and Disclaimers

10.1. Insights are provided for informational, analytical and decision-support purposes only. They may be generated in whole or in part using artificial intelligence, machine learning or other automated processes and may contain errors, inaccuracies or omissions.

10.2. Insights do not constitute medical, regulatory, legal, financial or other professional advice. You and your organisation are responsible for independently evaluating and verifying Insights before relying on them and for deciding whether and how to act upon them.

10.3. pharmAgent Data may include information obtained or derived from public sources, regulatory databases and third-party providers. pharmAgent does not control those sources and does not warrant their completeness, accuracy, timeliness or continued availability.

10.4. pharmAgent does not warrant that any Insight, indicator or potential opportunity will lead to any particular commercial, operational, regulatory or supply-chain outcome.

10.5. Except for obligations that cannot lawfully be excluded, the Service and Insights are made available during complimentary, testing or early access on an as-is and as-available basis. All other warranties, representations, conditions and terms, whether express, implied or statutory, are excluded to the maximum extent permitted by law.

11.   Suspension and Termination

11.1. These Terms apply from the time you accept them and continue while you access or use the Service.

11.2. You may stop using the Service at any time.

11.3. pharmAgent may restrict, suspend or terminate your access where reasonably necessary to address a breach of these Terms or the Acceptable Use Policy, a security risk, unlawful or unauthorised use, a legal or regulatory requirement, or the expiry or withdrawal of complimentary or early access. Immediate suspension may occur where prior notice is not reasonably practicable.

11.4. When access ends, your right to use the Service ceases. Sections concerning intellectual property, confidentiality, disclaimers, liability and other provisions intended by their nature to survive will continue to apply.

12.   Limitation of Liability

12.1. To the maximum extent permitted by law, pharmAgent will not be liable for any indirect, consequential, incidental or special loss, or for any loss of profit, revenue, business, opportunity, anticipated savings, goodwill or data, arising out of or connected with these Terms, the Service or Insights.

12.2. To the maximum extent permitted by law, pharmAgent’s total aggregate liability to you arising out of or connected with these Terms, the Service or Insights, whether in contract, tort including negligence or otherwise, will not exceed NZD 100.

12.3. Any liability of pharmAgent to a Customer or to the organisation through which you receive access is governed by the separate written agreement between that organisation and pharmAgent, where applicable.

12.4. Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded or limited.

13.   Changes to These Terms

13.1. pharmAgent may update these Terms to reflect changes to the Service, applicable law, security requirements or reasonable operational requirements.

13.2. Where a change materially affects your rights or obligations, pharmAgent will present the updated Terms to you and will require you to accept them before continuing to use the Service. If you do not agree to the updated Terms, you must stop using the Service.

14.   General Provisions

14.1. pharmAgent may use affiliates, subcontractors and service providers to assist in providing the Service and remains responsible for its obligations under these Terms.

14.2. You may not assign or transfer your rights or obligations under these Terms. pharmAgent may assign these Terms in connection with a merger, reorganisation, sale of substantially all of its business or assets, or other change of control.

14.3. A failure or delay to exercise a right does not waive it. If any provision is held invalid or unenforceable, the remaining provisions continue in effect.

14.4. If no separate written agreement governs your access to the Service, these Terms and the Acceptable Use Policy constitute the agreement between you and pharmAgent concerning that access. If a separate written agreement between pharmAgent and your organisation governs the Service, that agreement and the documents it expressly incorporates apply, and the order of precedence stated in that agreement will govern.

14.5. These Terms are governed by the laws of New Zealand. You submit to the exclusive jurisdiction of the courts of New Zealand for any dispute arising out of or connected with these Terms or your use of the Service.

14.6. Your electronic acceptance of these Terms has the same effect as a handwritten signature.