Terms and Conditions of Service

1. Agreement and Parties

These Terms and Conditions (the “Terms”) form a binding agreement between PharosBio ApS, a private limited company (anpartsselskab) organised under the laws of Denmark, with its registered office at Bryghuspladsen 8, 1473 København K, Denmark (CVR no. 45192903) (“PharosBio,” “we,” “us” or “our”), and the individual or entity that registers for or uses the Service (“you,” “your” or the “Customer”).

“Service” means the Pharos web applications, platform, AI and machine-learning agents, application programming interfaces, and any related tools, features, content and documentation that we make available.

By clicking to accept, creating an account, or otherwise accessing or using the Service, you confirm that you have read, understood and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Service. If you accept these Terms on behalf of an organisation, you represent that you are authorised to bind that organisation, and “you” refers to that organisation.

2. Eligibility

The Service is available to individuals and organisations. You must be at least 18 years of age and have the legal capacity to enter into a binding contract to use the Service. The Service is intended for research, scientific, professional and informational use. You are responsible for ensuring that your use of the Service is lawful in your jurisdiction and complies with any policies of your organisation.

3. Accounts and Registration

To access most features you must create an account and provide accurate, current and complete information. You are responsible for safeguarding your login credentials and for all activity that occurs under your account. You must notify us promptly of any unauthorised use or suspected security breach. We may refuse, suspend or terminate accounts at our discretion as set out in these Terms.

4. Credits, Pricing and Payment

4.1 Pay-as-you-go credits

The Service operates on a prepaid, pay-as-you-go basis using credits (“Credits”). Credits are purchased in advance and consumed as you use the Service. The current exchange rate is one United States dollar (USD 1.00) = one (1) Credit, unless we publish a different rate at the point of purchase. The number of Credits required for a given action, model, agent or feature is set out in the Service and may change from time to time.

4.2 Taxes

All prices are exclusive of value-added tax (VAT) and any other applicable taxes, duties or levies, which will be added where required and are your responsibility. You are responsible for providing accurate billing and tax information (including any VAT identification number).

4.3 Payment and billing

Payment is processed through our third-party payment provider(s). You authorise us and our providers to charge your selected payment method for the Credits you purchase. You are responsible for any fees charged by your bank or card issuer. We are not responsible for the acts or omissions of payment providers.

4.4 Expiry of Credits

Credits expire twelve (12) months after the date of purchase (or after issuance, in the case of promotional or free Credits) and are forfeited on expiry, unless a longer period is required by mandatory law. Expired Credits cannot be reinstated, refunded or exchanged.

4.5 No refunds; no cash value

Except where a refund is required by mandatory applicable law, all purchased Credits are non-refundable, are non-transferable, have no cash value, and may not be exchanged for money. Credits are a prepaid means of accessing the Service and are not a deposit, electronic money, stored value, or a financial instrument. We may change pricing and the Credit rate prospectively on notice; changes do not affect Credits already purchased.

4.6 Statutory right of withdrawal (consumers)

If you are a consumer in the EU/EEA, you may have a statutory 14-day right of withdrawal for distance purchases of digital content and services. By purchasing Credits and requesting immediate access to the Service, you expressly consent to the immediate supply of digital content/services and acknowledge that you thereby lose your right of withdrawal once performance has begun (i.e., once Credits are made available or consumed). To the extent the right still applies, you may exercise it by contacting us at the address in Section 22.

5. Beta Programme and Promotional Credits

Parts of the Service may be offered as a beta, preview or early-access version (“Beta”). Beta features are provided “as is,” may be incomplete or unstable, may change or be withdrawn at any time, and may be subject to additional terms. Eligible users who redeem a valid promotional code during a Beta may receive fifty (50) free promotional Credits. Promotional and free Credits are issued at our discretion, are personal to your account, are non-refundable and have no cash value, expire as set out in Section 4.4, and may be limited to one per user, account, household or organisation. We may modify, suspend or discontinue any promotion, and may revoke promotional Credits obtained through error, fraud, abuse or breach of these Terms.

6. Your Data and Ownership

6.1 Your ownership

As between you and PharosBio, you retain all right, title and interest in and to the data, files, datasets, experimental results, prompts, inputs and other materials that you upload to or submit through the Service (“Customer Data”). We claim no ownership of Customer Data. You are solely responsible for your Customer Data, including its accuracy, legality, quality and your right to submit it.

6.2 Limited licence to operate the Service

You grant us a limited, non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, display and otherwise use Customer Data solely to the extent necessary to provide, secure, maintain and support the Service for you, and as otherwise instructed by you. This licence exists only so that we can operate the Service and ends when the relevant Customer Data is deleted, except for residual copies retained in routine backups or as required by law.

6.3 We do not train models on your uploaded data

We do not use your uploaded Customer Data — including your life-science experimental results, datasets and uploaded files — to train, fine-tune or retrain our AI or machine-learning models. Your uploaded files remain yours and are used only to provide the Service to you as described in Section 6.2.

6.4 Use of conversation history and feedback to improve the Service

To operate, evaluate and improve the Service, we may collect and use conversation history (the interaction flow, prompts, agent steps and responses) and any feedback, ratings or reports you provide. We use this information to assess whether our agents performed well, to debug and measure quality, and to develop, retrain and improve our models, agents and products. We will not use the contents of your uploaded data files for these purposes as described in Section 6.3. Where conversation history may contain information you consider sensitive or proprietary, you are responsible for not entering such information into prompts. Where required by applicable data-protection law, we rely on an appropriate legal basis and apply suitable safeguards, including aggregation or de-identification where practicable.

6.5 Do not upload sensitive data

You should not upload, enter or submit sensitive information to the Service. This includes, without limitation: special categories of personal data under the GDPR (such as data revealing racial or ethnic origin, political opinions, religious beliefs, trade-union membership, genetic data, biometric data, health data, or data concerning a person’s sex life or sexual orientation); patient, clinical or other health information; government-issued identifiers; financial-account or payment-card numbers; login credentials or secrets; trade secrets or third-party confidential information; and any data subject to special legal, regulatory or contractual protection. If you choose to submit such information, you do so at your own risk and on your own responsibility, and you confirm that you have all rights, legal bases and consents required to do so. We are not designed or intended to receive sensitive data, and we disclaim all liability arising from your decision to submit it.

6.6 Aggregated and de-identified data

We may generate and use aggregated, anonymised or de-identified data and analytics derived from use of the Service (which do not identify you or any individual) for any lawful business purpose, including operating, securing, benchmarking and improving the Service. Such data is not Customer Data.

7. Privacy, Marketing and Analytics

Our collection and use of personal data is described in our Privacy Policy and is carried out in accordance with applicable data-protection law, including the EU General Data Protection Regulation (GDPR) and the Danish Data Protection Act where applicable.

7.1 Marketing communications

You agree that we may use the email address associated with your account to send you service-related messages and marketing communications about our products, features and offers. Where required by law, marketing is sent on the basis of your consent or our legitimate interest, and you may opt out at any time using the unsubscribe link in the message or by contacting us. Opting out of marketing does not affect essential service or transactional messages.

7.2 Analytics

We collect and process usage, device, log and analytics data to operate, secure, measure and improve the Service, as further described in our Privacy Policy.

7.3 Your role as controller of Customer Data

If your Customer Data contains personal data, you are responsible for ensuring you have a valid legal basis and all necessary rights, notices and consents to submit it to the Service. Where we process such personal data on your behalf as a processor, the parties will, where required, enter into a data processing agreement (DPA) that governs that processing.

8. AI Output and Your Responsibility to Verify

The Service uses AI and automated agents, and its output can be wrong. You acknowledge and agree that AI-generated responses, analyses, predictions, summaries and other output (“Output”) may be inaccurate, incomplete, outdated, biased or otherwise unreliable, and may not reflect current scientific consensus. You are solely responsible for reviewing, validating and verifying the truthfulness, accuracy, suitability and legality of all Output before relying on or using it. You must not use the Output as the sole basis for any scientific, clinical, diagnostic, therapeutic, regulatory, financial, legal or other decision. We are not responsible or liable for any Output or for any decision, action or omission taken in reliance on it.

As between you and PharosBio and to the extent permitted by applicable law, you own the Output generated from your inputs; however, Output is provided without warranty, may not be unique to you, and similar Output may be generated for other users. You are responsible for ensuring your use of Output does not infringe third-party rights or violate any law.

9. No Professional, Medical or Regulatory Advice

The Service and its Output are provided for research and informational purposes only. They do not constitute and are not a substitute for professional, scientific, medical, clinical, diagnostic, legal, regulatory or financial advice, and create no professional relationship. The Service is not a medical device and is not intended for use in the diagnosis, cure, mitigation, treatment or prevention of disease, or for any safety-critical or clinical decision-making. You are responsible for obtaining appropriate qualified professional advice and for compliance with all laws and regulations applicable to your activities, including those governing research, life sciences, clinical trials and the handling of biological or health data.

10. Acceptable Use

You agree not to, and not to permit any third party to:

• use the Service in violation of any applicable law, regulation, export control or sanctions regime, or for any unlawful, harmful, fraudulent or infringing purpose;
• upload or process data you do not have the right to use, or that infringes intellectual-property, privacy or other rights;
• upload sensitive data contrary to Section 6.5, including special-category personal data, health, clinical or patient data, or government or financial identifiers;
• use the Service to develop biological, chemical, nuclear or other weapons, or for any activity that poses a risk to human safety, or in violation of biosafety, biosecurity or dual-use research rules;
• reverse engineer, decompile, scrape, or attempt to extract source code, model weights or training data, except to the extent this restriction is prohibited by law;
• circumvent usage limits, Credit metering, security or access controls, or resell or sublicense the Service without our written consent;
• interfere with or disrupt the integrity or performance of the Service, or introduce malware or harmful code;
• use the Service to generate unlawful, defamatory, harassing or harmful content, or to misrepresent Output as human-generated where prohibited.

We may investigate suspected violations and suspend or terminate access, and may be required to cooperate with law-enforcement authorities.

11. Intellectual Property

The Service, including all software, models, agents, algorithms, user interfaces, documentation, and all related intellectual-property rights, is and remains the exclusive property of PharosBio and its licensors. Subject to your compliance with these Terms and payment of applicable Credits, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal research and business purposes during the term. No rights are granted except as expressly set out here. If you provide suggestions or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation to you.

12. Disclaimers of Warranties

To the maximum extent permitted by applicable law, the Service and all Output are provided “as is” and “as available,” without warranties of any kind, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, title and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, secure, or that Output will be accurate, reliable, complete or fit for any purpose. You use the Service and any Output at your own risk. Nothing in these Terms excludes any warranty or right that cannot be excluded under mandatory applicable law.

13. Limitation of Liability

To the maximum extent permitted by applicable law, PharosBio and its officers, employees, affiliates, suppliers and licensors will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill, business or anticipated savings, arising out of or relating to the Service or these Terms, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, our total aggregate liability arising out of or relating to the Service or these Terms will not exceed the greater of (a) the total amount you paid to us for Credits in the three (3) months immediately preceding the event giving rise to the liability, or (b) one hundred United States dollars (USD 100).

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under mandatory applicable law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for gross negligence or intentional misconduct. Because some jurisdictions do not allow certain limitations, some of the above may not apply to you; in that case our liability is limited to the maximum extent permitted by law.

14. Indemnity

To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless PharosBio and its officers, employees, affiliates, suppliers and licensors from and against any and all claims, demands, proceedings, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) your Customer Data; (b) your use of the Service or any Output, including any decision or action taken in reliance on Output; (c) your violation of these Terms or of any applicable law or third-party right; and (d) your breach of any representation or warranty in these Terms. We may, at our option, assume the exclusive defence and control of any matter subject to indemnification, and you will cooperate with us.

15. Third-Party Services

The Service may rely on or integrate third-party products, models, infrastructure or services. We are not responsible for third-party services, and your use of them may be subject to their separate terms. We make no warranty regarding, and disclaim liability for, third-party services.

16. Term, Suspension and Termination

These Terms apply while you have an account or use the Service. You may stop using the Service and close your account at any time. We may suspend or terminate your access, in whole or in part, with or without notice, if you breach these Terms, if required by law, to protect the Service or other users, or for prolonged inactivity. On termination, your right to use the Service ends and unused Credits are forfeited to the extent permitted by law and except as required by mandatory law. Sections that by their nature should survive termination (including Sections 4.5, 6, 8, 9, 11–14, 17 and 18–22) survive.

17. Changes to the Service and these Terms

We may modify, suspend or discontinue any part of the Service at any time. We may also update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by email or in-Service notice). Changes take effect on the stated effective date, and your continued use of the Service after that date constitutes acceptance. If you do not agree to the changes, you must stop using the Service.

18. Force Majeure

We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, governmental action, internet or utility failures, or failures of third-party providers or infrastructure.

19. Export Controls and Sanctions

You represent that you are not located in, and will not use the Service in or for the benefit of, any country or person subject to applicable trade sanctions or embargoes, and that you will comply with all applicable export-control and sanctions laws (including those of the EU, Denmark and, where applicable, the United States). You must not use the Service if doing so is prohibited by such laws.

20. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes) are governed by the laws of Denmark, without regard to conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties agree that the courts of Copenhagen, Denmark (the Copenhagen City Court / Københavns Byret as court of first instance) have exclusive jurisdiction, and that proceedings will be conducted in the English language to the extent permitted by the court. Nothing in this Section deprives a consumer of the protection of mandatory provisions of the law of their country of residence, including the right to bring proceedings in their local courts where such a right cannot be waived.

21. General

These Terms, together with the Privacy Policy and any terms referenced at the point of purchase, constitute the entire agreement between you and PharosBio regarding the Service and supersede any prior agreements. If any provision is held unenforceable, the remaining provisions remain in effect and the unenforceable provision will be modified to the minimum extent necessary. Our failure to enforce a provision is not a waiver. You may not assign or transfer these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, reorganisation or sale of assets. There are no third-party beneficiaries. Notices to you may be given by email or in-Service notice.

22. Contact

Questions about these Terms, refunds, privacy or notices may be sent to PharosBio ApS at bz@pharos.bio, or by post to our registered address: Bryghuspladsen 8, 1473 København K, Denmark (CVR no. 45192903).