Effective Date: January 1, 2026
These Master Terms of Service (“Agreement”) govern the access to and use of the software-as-a-service platform and related services (the “Service”) provided by Pharma3D (“Provider”) to the business entity identifying itself during the registration process (“Client”).
BY ACCESSING OR USING THE SERVICE, CLIENT AGREES TO BE BOUND BY THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DOING SO ON BEHALF OF A COMPANY, THEY REPRESENT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY.
1. THE SERVICE
1.1 Access. Provider grants Client a non-exclusive, non-transferable, limited right to access and use the Service during the Subscription Term solely for Client’s internal business operations.
1.2 Restrictions. Client shall not: (a) license, sell, or rent the Service; (b) modify, circumvent, or reverse engineer any part of the Service; or (c) use the Service to store or transmit infringing, libelous, or otherwise unlawful material.
2. FEES AND PAYMENT
2.1 Subscription Fees. Client shall pay all fees specified in the Order Form. Except as otherwise specified, payment obligations are non-cancelable and fees paid are non-refundable.
2.2 Taxes. Fees do not include any taxes, levies, or duties. Client is responsible for paying all taxes associated with its purchases hereunder.
3. PROPRIETARY RIGHTS AND LICENSES
3.1 Reservation of Rights. Provider reserves all rights, title, and interest in and to the Service, including all related intellectual property rights. No rights are granted to Client hereunder other than as expressly set forth herein.
3.2 Client Data. As between the parties, Client owns all right, title, and interest in and to all data, information, or material provided by Client to the Service (“Client Data”). Client grants Provider a worldwide, limited-term license to host, copy, and display Client Data as necessary to provide the Service.
4. CONFIDENTIALITY
Each party agrees to protect the other party’s confidential information with the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care.
5. WARRANTIES AND DISCLAIMERS
5.1 Warranty. Provider warrants that the Service will perform materially in accordance with the applicable documentation.
5.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.
7. TERM AND TERMINATION
7.1 Term. This Agreement commences on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated.
7.2 Termination for Cause. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period.
8. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of New York state, without regard to its conflict of laws principles.
Pharma3D | New York | hello@pharma3d.bio