Terms and conditions

Pharaday's Platform Terms and Conditions

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Effective date: January 1, 2026

1. Scope and Relationship with the Technology Services Agreement

Pharaday's Platform Terms and Conditions (the "Terms") govern access to and use of the Pharaday platform (the "Platform") by the Client and its authorized users (the "Users").

For the purposes of these Terms, "Users" means any natural person authorized by the Client to access and use the Platform under the Client's account, including administrators ("Admins") and standard users, whether such individuals are employees, contractors, agents, or other representatives of the Client.

These Terms apply to all Users in connection with their access to and use of the Platform. The Client shall ensure that its Users comply with these Terms at all times and shall remain fully responsible and liable for all acts and omissions of its Users as if they were its own.

Access to the Platform is subject to a valid Technology Services Agreement ("TSA") entered into between Pharaday and the Client. The TSA defines, inter alia, the scope of Services, activated applications ("Apps"), applicable fees, and the duration of the subscription.

Nothing in these Terms shall be construed as creating any employment, partnership, joint venture, or agency relationship between Pharaday and any User.

These Terms do not create any rights for third-party beneficiaries.

In the event of any conflict between these Terms and the TSA, the TSA shall prevail.

2. Organizational Structure and Roles

2.1 Organization and Namespace

Access to the Platform is structured according to a hierarchical model composed of Organizations and Namespaces.

Organization means the legal entity that has entered into a TSA with Pharaday and under whose account the Platform is made available. Each Organization constitutes a distinct contractual and technical environment within the Platform.

Namespace means a dedicated operational environment created within an Organization to structure and segregate activities, data, Users, or operational units (for example, by subsidiary, vessel, department, project, or geographical area). Namespaces are configured and managed by the Client within its Organization.

All Users are provisioned under a specific Organization. Each User:

May belong to one (1) Organization only;
May be granted access to one or more Namespaces within that Organization, as determined by the Client.

The Client acknowledges and agrees that it is solely responsible for:

Defining its internal Organization and Namespace structure;
Determining which Users are granted access to which Namespaces;
Ensuring that the allocation of Users across Namespaces complies with its internal governance, confidentiality, and regulatory requirements.

Pharaday shall have no responsibility for the Client's internal structuring choices or for any consequences arising from the allocation of Users or data between Namespaces.

2.2 Roles

The Platform provides role-based access control. The primary roles available within the Platform are:

Admin: a User designated by the Client and granted administrative rights, including the ability to create, modify, suspend, or revoke User accounts, assign roles, manage access rights to Apps and Namespaces, and perform other account-level administrative actions.

User: a standard authorized end user with access limited to the Apps and Namespaces expressly granted by an Admin.

Role assignment, modification, and revocation are performed exclusively under the Client's authority.

The Client is solely responsible for:

Designating appropriate Users as Admins;
Monitoring and supervising Admin activities;
Ensuring that role assignments are consistent with the principle of least privilege;
Promptly revoking or adjusting roles when no longer appropriate.

Pharaday does not monitor the Client's internal role allocation and shall not be liable for any loss or damage resulting from improper role assignment, excessive permissions, or failure to supervise Admin activities.

3. User Management and Access Rights

3.1 Activation of Applications

The TSA exclusively determines which applications made available on the Platform (the "Apps") are activated for the Organization.

Only the Apps expressly subscribed to and identified in the TSA shall be accessible within the relevant Organization. Access to any additional App, feature, module, or functionality not expressly included in the TSA requires a written amendment or additional order under the TSA.

Within the scope of the activated Apps, the Client may configure differentiated and granular access rights for individual Users, including restrictions based on role, Namespace, or specific functionalities.

The Client acknowledges that it is solely responsible for ensuring that access to Apps is granted strictly in accordance with the scope of the TSA and that no User exceeds the usage rights purchased under the TSA.

Pharaday shall have no obligation to monitor the Client's internal allocation of App access rights and shall not be liable for any overuse, misallocation, or unauthorized internal access.

3.2 Account Creation and Management

Subject to the TSA, the Client may, through the administrative interface of the Platform:

Create and configure User accounts;
Assign Users to one or more Namespaces;
Designate Users as Admins;
Grant, modify, or restrict access rights to specific Apps or functionalities;
Suspend or revoke User accounts.

The Client may request Pharaday's technical assistance in performing certain administrative actions. Any such assistance shall not transfer responsibility to Pharaday.

The Client remains solely and fully responsible for:

The accuracy of the information provided when creating User accounts;
Verifying the identity and authority of each User;
All permissions granted or modified;
All acts and omissions of its Users as if they were the Client's own;
All activities conducted under its Organization account, whether authorized or unauthorized, except to the extent caused solely by Pharaday's breach of the TSA.

The Client shall promptly update or deactivate User accounts where access is no longer justified, including in the event of role changes, termination of employment or engagement, or internal reorganization.

3.3 Account Revocation

An Admin may revoke or suspend a User's access at any time through the administrative interface.

Upon revocation:

The User's access credentials shall be disabled;
The User shall no longer be able to access the Platform;
The account may be archived within the Organization's environment.

Archiving of an account does not automatically result in deletion of associated data. Customer Data generated or associated with a revoked User shall remain part of the Organization's data environment, subject to the TSA and applicable data retention policies.

In addition, Pharaday reserves the right to suspend or restrict a User's access to the Platform, with or without prior notice to the User, if:

The User breaches these Terms or the TSA;
The User engages in conduct that may compromise the security, integrity, or availability of the Platform;
The User infringes or allegedly infringes third-party rights;
Such suspension is required to comply with applicable law or a binding order of a competent authority.

Except where immediate action is required to prevent imminent harm, Pharaday shall inform the Client without undue delay of any such suspension.

Pharaday shall not be liable for any damages arising from suspension implemented in good faith under this Section.

4. User Account Rules

4.1 Credentials

Unless Single Sign-On (SSO) is enabled pursuant to Section 5, each User shall authenticate using credentials created for the Platform.

Each User is solely responsible for:

Selecting a strong and confidential password consistent with industry best practices;
Ensuring that passwords meet reasonable complexity standards (including length, uniqueness, and non-predictability);
Not reusing passwords across critical systems where reasonably avoidable;
Not storing passwords in plain text or in an unsecured manner;
Not sharing credentials with any third party, including colleagues or other Users;
Immediately notifying the Client (and, where appropriate, Pharaday) of any suspected unauthorized access or compromise.

Credentials are strictly personal and may not be shared.

The Client shall ensure that Users comply with these obligations and shall remain fully responsible for any use of the Platform through credentials associated with its Organization, except to the extent resulting solely from Pharaday's breach of the TSA.

Users may reset their password using the Platform's password reset functionality. Users may not modify their registered name or email address directly and must request such changes from an Admin. Users may update their profile picture where permitted.

4.2 Account Integrity, Security Governance and Data Protection Responsibility

The Client is responsible for ensuring that User account information remains accurate, complete, and up to date.

The Client shall implement and maintain appropriate internal policies and procedures governing:

User onboarding and offboarding;
Periodic review of access rights;
Prompt deactivation of accounts where access is no longer justified;
Enforcement of appropriate security practices within its Organization.

To the extent the Client acts as data controller under applicable data protection laws, the Client is solely responsible for:

Informing its Users of applicable security requirements and best practices;
Providing appropriate training and awareness regarding credential security and safe use of the Platform;
Ensuring that such security practices are effectively implemented and respected within its Organization.

Pharaday shall not be liable for damages arising from the Client's failure to adequately manage User lifecycle processes, enforce security policies, or ensure compliance by its Users with applicable security standards.

5. Single Sign-On (SSO)

Pharaday may offer Single Sign-On ("SSO") authentication.

Where SSO is activated:

Authentication will occur exclusively through the Client's designated identity provider;
Users will not be able to use separate Pharaday-managed passwords;
Access control shall be governed by the Client's identity and access management system.

SSO is enabled or disabled at the Organization level and applies to all Namespaces within that Organization.

The Client is solely responsible for:

Proper configuration, maintenance, and security of its identity provider;
Identity verification processes;
Access provisioning and deprovisioning within its systems;
Ensuring that accounts are created in a manner compatible with SSO requirements prior to activation.

Pharaday shall not be liable for authentication failures, unauthorized access, identity fraud, or security breaches arising from the Client's identity infrastructure or misconfiguration of SSO.

6. Acceptable Use and User Obligations

Each User agrees to use the Platform solely for legitimate internal business purposes and in compliance with applicable laws, regulations, the TSA, and these Terms.

Users shall not, directly or indirectly:

Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, algorithms, architecture, or structure of the Platform or any AI components;
Access or use the Platform to build or assist in building a competing product or service;
Attempt to bypass, disable, or interfere with security mechanisms, authentication systems, or access controls;
Conduct penetration testing, vulnerability scanning, or security probing without prior written authorization from Pharaday;
Use automated means to access the Platform except as expressly permitted;
Upload, generate, or distribute unlawful, harmful, infringing, defamatory, fraudulent, or misleading content;
Introduce malicious code, viruses, malware, or harmful data;
Manipulate, distort, exploit, or intentionally misuse AI outputs in a misleading, unlawful, or unethical manner;
Use the Platform in a way that exceeds subscribed rights under the TSA;
Use the Platform in violation of applicable export control or sanctions laws.

The Client remains responsible for determining whether AI-generated outputs can be lawfully used, disclosed, published, or protected within its Organization.

Pharaday reserves the right to investigate any suspected violation of this Section and to take appropriate remedial measures.

The Client shall ensure that its Users comply with this Section and shall be liable to Pharaday for any breach by its Users.

7. AI-Specific Provisions

7.1 Nature of AI Services

The Platform incorporates artificial intelligence and machine learning technologies designed to generate automated outputs based on probabilistic models, statistical inference, and data processing techniques.

Users acknowledge and agree that:

AI-generated outputs are inherently probabilistic and non-deterministic in nature and may vary over time, including in response to identical or similar inputs;
Outputs may be incomplete, inaccurate, outdated, biased, inconsistent, or otherwise inappropriate for a particular purpose;
Outputs may not be unique, original, or exclusive and may be similar to outputs generated for other users of the Platform;
The functioning, performance, and outputs of AI components may evolve, improve, degrade, or otherwise change over time;
Outputs are generated automatically and are not subject to human validation by Pharaday unless expressly agreed in writing in the TSA;
Outputs do not constitute legal, regulatory, financial, technical, safety, operational, compliance, or other professional advice unless expressly and explicitly stated in the TSA.

Artificial intelligence technologies remain subject to inherent technical limitations and uncertainty.

7.2 Absence of warranties regarding AI Outputs

Except as expressly provided in the TSA and to the maximum extent permitted by applicable law, Pharaday makes no representation, warranty, or guarantee to Users regarding:

The accuracy, reliability, completeness, or fitness for a particular purpose of AI-generated outputs;
The compliance of outputs with industry standards, internal policies, or regulatory requirements applicable within the Client's Organization;
The suitability of outputs for high-risk, safety-critical, mission-critical, or regulated activities.

Nothing in these Terms shall be interpreted as transferring regulatory or compliance responsibility from the Client to Pharaday beyond the express commitments set forth in the TSA.

7.3 Human oversight and prohibited reliance

Users must independently review, assess, and verify AI-generated outputs prior to reliance, dissemination, or implementation.

Human review, validation, and professional judgment remain essential.

Users shall not rely exclusively on automated outputs for decisions involving, without limitation:

Operational or technical deployment;
Safety-related processes;
Regulatory or compliance determinations;
Legal or financial commitments;
Strategic or material business decisions.

Any decision, action, or omission taken by Users based in whole or in part on AI-generated outputs shall be undertaken under their responsibility and within the Client's internal governance framework.

The Client remains responsible for implementing appropriate internal controls, governance policies, and human oversight mechanisms within its Organization to supervise the use of AI-generated outputs.

Pharaday shall not be liable for consequences arising from reliance on AI-generated outputs beyond the express commitments set forth in the TSA.

8. Provision of Services and Disclaimer of Liability for Misuse

The Platform is made available to Users as part of the Software-as-a-Service (SaaS) solution provided by Pharaday under the TSA concluded with the Client.

Users acknowledge that access to the Platform is granted within the scope, limitations, and service levels (if any) defined in the TSA.

Pharaday shall use reasonable efforts to:

Make the Platform available in accordance with any agreed service levels set forth in the TSA;
Maintain appropriate technical and organizational security measures consistent with industry standards;
Perform the Services in a professional and workmanlike manner.

Except as expressly set forth in the TSA and to the maximum extent permitted by applicable law:

The Platform is provided on an "as available" basis;
Users acknowledge that the Platform may be subject to temporary interruptions, maintenance operations, updates, or minor defects;
Pharaday does not warrant that the Platform will operate uninterrupted or error-free;
Pharaday does not guarantee that the Platform will satisfy requirements not expressly specified in the TSA;
Any implied warranties that may otherwise arise under applicable law are excluded to the extent legally permissible.

Users shall use the Platform in accordance with these Terms and shall refrain from any misuse or improper configuration.

Pharaday shall not be liable for consequences arising from:

Misuse of the Platform by Users;
Decisions made or actions taken in reliance on AI-generated outputs;
Improper configuration of access rights or permissions within the Organization;
Unauthorized access resulting from inadequate credential management or SSO configuration;
Use of the Platform in violation of applicable laws or these Terms.

Users acknowledge that they are responsible for ensuring that their use of the Platform and any outputs generated through it are appropriate for their intended purposes.

The Client remains responsible for determining, within its Organization, whether the Platform and its outputs are suitable for its operational, regulatory, and internal requirements and for implementing appropriate governance and oversight mechanisms.

9. Limitation of Liability

9.1 Allocation of Risk

Users acknowledge that their access to and use of the Platform are made available solely within the framework of the Technology Services Agreement ("TSA") entered into between Pharaday and the Client.

The TSA defines the scope of Services, service levels (if any), pricing, and contractual limitations of liability agreed between Pharaday and the Client. Users understand that these commercial terms reflect a negotiated and deliberate allocation of risks between those parties.

Accordingly:

The allocation of liability between Pharaday and the Client is exclusively governed by the TSA;
Nothing in these Terms shall create any additional warranty, representation, or liability beyond those expressly provided in the TSA;
Nothing in these Terms shall expand, supplement, or modify the limitations of liability, exclusions, indemnification regime, or liability caps expressly set forth in the TSA;
These Terms shall be interpreted consistently with, and subject to, the liability framework established under the TSA.

Users acknowledge that the availability of the Platform and the level of service provided are intrinsically linked to this agreed allocation of risk and the corresponding commercial terms.

9.2 Exclusion of Certain Damages

To the maximum extent permitted by applicable law and subject always to the liability framework set forth in the TSA, Pharaday shall not be liable to Users or to the Client for any:

Indirect, incidental, special, exemplary, consequential, or punitive damages;
Loss of profits, anticipated savings, revenue, contracts, or business opportunities;
Loss of goodwill, reputation, or brand value;
Business interruption or loss of productivity;
Costs of substitute goods, services, or replacement solutions;
Pure economic loss not directly resulting from a proven and direct breach by Pharaday.

Users acknowledge that the Platform is a technical tool operating within a broader IT, organizational, and regulatory environment that is not controlled by Pharaday. Accordingly, Pharaday shall not be liable for damages arising from factors external to its direct control, including but not limited to:

Acts or omissions of Users;
Internal organizational decisions or governance failures within the Client's Organization;
Inaccurate, incomplete, misleading, or unlawful data entered into the Platform;
Third-party systems, integrations, networks, or infrastructure not operated by Pharaday.

These exclusions apply regardless of the legal basis of the claim (contract, tort, negligence, statutory liability, or otherwise), except to the extent that such exclusion or limitation is prohibited under applicable law.

In addition, Pharaday shall not be liable for damages arising from:

Inaccurate, incomplete, misleading, unlawful, or poor-quality data entered by Users;
Misinterpretation, misuse, or inappropriate reliance on Platform outputs;
Improper or excessive access rights granted within the Organization;
Failure by the Client or its Users to restrict, suspend, or revoke User access when appropriate;
Internal organizational decisions made on the basis of Platform outputs.

Nothing in this Section shall exclude or limit any liability that cannot be excluded or limited under applicable law.

9.3 Responsibility of Users and Organizational Control

Users acknowledge that the Platform operates within an organizational environment defined, configured, and supervised by the Client.

Each User is individually responsible for:

Accessing and using the Platform strictly within the scope of the rights granted to them;
Ensuring that any data, content, instructions, or configurations they input into the Platform are accurate, complete, lawful, and appropriate;
Verifying that their use of the Platform complies with applicable laws, internal policies of the Client, and these Terms;
Exercising appropriate professional judgment when interpreting, applying, or implementing Platform outputs;
Protecting the confidentiality of information accessed through the Platform.

Users shall refrain from:

Uploading or generating data that is unlawful, infringing, confidential without authorization, or otherwise improper;
Granting access rights or sharing information beyond the scope of their authorization;
Relying on Platform outputs without appropriate validation where such reliance may have operational, legal, regulatory, financial, or safety implications.

Users acknowledge that the quality, reliability, and relevance of Platform outputs depend in significant part on the quality, completeness, and accuracy of the data provided by Users.

The Client exercises exclusive control over:

The designation, authorization, and supervision of Users and Admins;
The configuration of access rights and internal governance policies;
The activation, organization, and management of Namespaces;
The internal decision-making processes in which Platform outputs may be used.

Accordingly:

The Client is responsible for supervising its Users and implementing appropriate governance, review mechanisms, and oversight;
The Client shall ensure that its Users comply with these Terms and shall be liable to Pharaday for breaches committed by its Users.

Users and the Client acknowledge that the configuration, internal deployment, and operational use of the Platform within the Organization remain under the Client's responsibility and internal governance framework.

10. Intellectual Property

10.1 Ownership

The Platform, including without limitation its software, source code, object code, architecture, databases, interfaces, documentation, AI models, algorithms, training methodologies, visual elements, trademarks, logos, and any related materials (the "Pharaday Materials"), are protected by intellectual property laws and remain the exclusive property of Pharaday and/or its licensors.

All rights, title, and interest, including intellectual property rights (including copyrights, database rights, trademarks, patents, trade secrets, and know-how), in and to the Pharaday Materials are and shall remain vested in Pharaday or its licensors.

Users are granted no ownership rights in the Platform or the Pharaday Materials.

Access to the Platform does not constitute a transfer, assignment, or license of any intellectual property rights other than the limited right of use expressly granted under the TSA and these Terms.

Users shall not:

Copy, reproduce, modify, adapt, translate, distribute, publish, create derivative works from, or otherwise exploit the Platform or any Pharaday Materials;
Remove or alter any proprietary notices, trademarks, or copyright indications;
Access or use the Platform beyond the scope of rights granted under the TSA.

Any unauthorized use shall constitute an infringement of Pharaday's intellectual property rights.

10.2 Right of use granted to Users

Subject to the TSA and compliance with these Terms, Users are granted a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the activated Apps solely:

For the internal business purposes of the Client;
Within the scope and duration of the TSA;
In accordance with the permissions assigned to them.

This right of use does not include:

Any right to access source code;
Any right to reproduce the Platform except as strictly necessary for its normal use;
Any right to commercially exploit, sublicense, assign, or transfer access to third parties.

The Client remains responsible for ensuring that Users' access remains within the scope of the rights granted under the TSA.

10.3 Client Data and User-Generated Content

As between Pharaday and the Client, the Client retains ownership of data, content, and materials uploaded or generated by Users through the Platform ("Client Data").

Users represent and warrant that any Client Data they input or upload:

Is accurate and lawful;
Does not infringe third-party intellectual property rights;
Does not violate confidentiality or regulatory obligations.

10.4 Feedback

If Users or the Client provide suggestions, comments, ideas, or feedback relating to the Platform ("Feedback"), such Feedback shall be deemed non-confidential.

Pharaday may freely use, reproduce, modify, incorporate, and exploit such Feedback without restriction and without any obligation of compensation.

11. Security

Pharaday shall implement and maintain appropriate technical and organizational measures designed to ensure a level of security appropriate to the risks associated with the Platform, taking into account the state of the art and the nature of the Services, as further described in the TSA.

Users acknowledge that no information system can be entirely secure and that the overall security of the Platform also depends on the Client's internal governance, access management practices, and IT environment.

Users shall comply with the security obligations set forth in these Terms and promptly report to the Client any suspected unauthorized access or security incident relating to their account.

Pharaday shall not be liable for security incidents resulting from:

Misconfiguration of access rights or permissions within the Organization;
Compromised credentials under the Client's control;
Failures, vulnerabilities, or security breaches within the Client's systems or identity infrastructure;
Failure by Users to comply with their security obligations.

Security obligations relating to personal data processing are governed exclusively by the Data Processing Agreement incorporated into the TSA.

Nothing in this Section shall exclude or limit liability where such exclusion or limitation is prohibited by applicable law.

12. Personal Data

Users acknowledge that personal data may be processed through the Platform in the context of the Services provided under the TSA.

Users shall process, upload, or access personal data through the Platform only:

As authorized by the Client;
For legitimate internal business purposes;
In compliance with applicable data protection laws and the Client's internal policies.

Users shall not upload personal data to the Platform unless such upload is necessary for the intended business use and authorized by the Client.

The Client remains responsible, within its Organization, for determining the purposes and legal bases of personal data processing carried out through the Platform.

To the extent Pharaday processes personal data on behalf of the Client, such processing shall be governed exclusively by the Data Processing Agreement incorporated into the TSA.

Nothing in these Terms modifies the allocation of roles and responsibilities under applicable data protection laws as defined in the TSA and the Data Processing Agreement.

13. Confidentiality

Users may have access, through the Platform, to confidential information relating to the Client, Pharaday, or third parties (the "Confidential Information").

Users shall:

Access Confidential Information solely for legitimate internal business purposes of the Client;
Protect such Confidential Information with at least the same degree of care as they use to protect their own confidential information, and in no event less than reasonable care;
Not disclose Confidential Information to any unauthorized person;
Not use Confidential Information for personal benefit or for purposes unrelated to the Client's authorized use of the Platform.

Confidential Information includes, without limitation, technical information, business data, operational information, pricing, AI models, documentation, and any non-public information accessible through the Platform.

The Client remains responsible for ensuring that its Users comply with confidentiality obligations consistent with the TSA.

The confidentiality obligations set forth in this Section shall survive termination of access to the Platform.

Nothing in these Terms modifies or limits the confidentiality obligations agreed between Pharaday and the Client under the TSA.

14. Suspension of Access

Access to the Platform is conditional upon compliance with these Terms and the TSA.

Pharaday may suspend, restrict, or permanently disable access to the Platform, in whole or in part, for an individual User or for an entire Organization, where reasonably justified, including in the event of:

A breach of these Terms or of the TSA;
Conduct by a User that is unlawful, fraudulent, abusive, misleading, or contrary to the intended use of the Platform;
Any act or omission that may compromise the security, integrity, availability, or proper functioning of the Platform;
Actual or suspected infringement of third-party rights;
A legal or regulatory requirement, including a binding order of a competent authority;
Non-payment or material breach under the TSA.

Pharaday may implement such suspension immediately where necessary to prevent imminent harm, security risks, or legal exposure.

Where reasonably practicable and permitted by law, Pharaday shall inform the Client without undue delay of any suspension affecting its Users.

Suspension or restriction of access shall not relieve the Client of its contractual obligations under the TSA, including payment obligations where applicable.

Pharaday shall not be liable for damages arising from a suspension implemented in good faith and in accordance with this Section.

15. Term and Termination

These Terms shall remain in effect for as long as the TSA remains in force or for as long as the User accesses or uses the Platform, whichever is earlier.

Upon expiration or termination of the TSA for any reason:

All access rights granted to Users under these Terms shall automatically and immediately terminate;
Users shall cease all use of the Platform;
Pharaday may disable access to the Organization and its associated User accounts.

Termination or suspension of access shall not affect any rights or obligations accrued prior to the effective date of termination.

The provisions of these Terms which by their nature are intended to survive termination, including without limitation those relating to intellectual property, confidentiality, limitation of liability, disclaimers, indemnification, governing law, and dispute resolution, shall survive termination or expiration of these Terms.

16. Modifications to the Platform and the Terms

Pharaday may, in accordance with and subject to the TSA, modify, update, enhance, replace, or discontinue certain features or functionalities of the Platform for legitimate technical, security, legal, compliance, or operational reasons.

Such modifications may include updates, patches, upgrades, new versions, architectural changes, or improvements intended to maintain or enhance the security, performance, interoperability, or regulatory compliance of the Platform.

Provided that the TSA remains in force, Pharaday shall not materially reduce the core functionality of the Apps expressly subscribed to under the TSA during the applicable subscription term, except where such modification is required for security, legal, or regulatory reasons or results from third-party dependency changes.

Pharaday reserves the right to modify these Terms at any time. Any updated version of the Terms shall become effective upon publication on the Platform or upon notification to the Client.

In the event of a material modification to these Terms, Pharaday shall use reasonable efforts to notify the Client in advance or without undue delay.

Continued access to or use of the Platform by Users following the effective date of the updated Terms shall constitute acceptance of such modifications.

Nothing in this Section shall modify or supersede the TSA, which shall prevail in the event of any conflict.

17. Relationship with the TSA and residual matters

These Terms govern the conditions of access to and use of the Platform by Users.

Any matters not expressly addressed in these Terms, including without limitation commercial terms, pricing, payment conditions, service levels, warranties, indemnification, data processing, liability caps, termination rights, and dispute resolution, shall be governed exclusively by the Technology Services Agreement ("TSA") entered into between Pharaday and the Client.

In the event of any inconsistency, conflict, or ambiguity between these Terms and the TSA, the TSA shall prevail.

Nothing in these Terms shall be interpreted as creating rights or obligations beyond those expressly provided in the TSA.

Users acknowledge that their access to the Platform forms part of the contractual framework established under the TSA.

18. Governing Law

These Terms are governed by the law specified in the TSA and subject to the dispute resolution provisions set forth therein.

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