Effective date: January 1, 2026
These Terms of Use (the “Terms”)are issued by PHARADAY SAS, a French simplified joint-stock company witha share capital of €13,644.50, registered with the Bordeaux Trade and CompaniesRegister under number 983 618 216, having its registered office at 5, RueFénelon, 33000 Bordeaux, France (“Pharaday”).
By logging in to or using the Pharadayplatform, you accept these Terms.
1. Scope and Relationship with theAgreement
These Terms govern access to and use ofthe Pharaday platform (the “Platform”) by the Client and its authorizedusers (the “Users”).
For the purposes of these Terms:
• “Client” means the legalentity that has entered into an Agreement with Pharaday and under whose accountthe Platform is made available;
• “Agreement” means thecontract entered into between Pharaday and the Client governing the provisionof the Services, namely (i) the Order Form signed by the Client together withPharaday’s General Terms of Service, available at www.pharaday.ai/general-terms,or (ii) where applicable, a separate, individually negotiated written agreementcovering the same Services (such as a Technology Services Agreement, a “DedicatedAgreement”);
• “DPA” means Pharaday’sData Processing Agreement, available at www.pharaday.ai/data-processing-agreement,which forms an integral part of the Agreement;
• “Users” means anynatural person authorized by the Client to access and use the Platform underthe Client’s account, including administrators (“Admins”) and standardusers, whether such individuals are employees, contractors, agents, or otherrepresentatives of the Client.
These Terms apply to all Users inconnection with their access to and use of the Platform. The Client shallensure that its Users comply with these Terms at all times and shall remainfully responsible and liable for all acts and omissions of its Users as if theywere its own.
Access to the Platform is subject to avalid Agreement between Pharaday and the Client. The Agreement defines, interalia, the scope of the Services, the activated applications (“Apps”),the applicable fees, and the duration of the subscription.
In the event of any conflict, the OrderForm (or the Dedicated Agreement, where applicable) prevails over the GeneralTerms of Service, which prevail over these Terms. Nothing in these Terms shallexpand, supplement or modify the rights and obligations agreed between Pharadayand the Client under the Agreement.
Nothing in these Terms shall be construedas creating any employment, partnership, joint venture, or agency relationshipbetween Pharaday and any User.
These Terms do not create any rights forthird-party beneficiaries.
2. Organizational Structure and Roles
2.1 Organization and Namespace
Access to the Platform is structuredaccording to a hierarchical model composed of Organizations and Namespaces.
Organization means the technicalenvironment made available to the Client under its Agreement with Pharaday.Each Organization constitutes a distinct contractual and technical environmentwithin the Platform.
Namespace means a dedicated operationalenvironment created within an Organization to structure and segregateactivities, data, Users, or operational units (for example, by subsidiary,agency, terminal, vessel, department, project, or geographical area).Namespaces are configured and managed by the Client within its Organization.
All Users are provisioned under aspecific Organization. Each User:
• May belong to one (1)Organization only;
• May be granted access to one ormore Namespaces within that Organization, as determined by the Client.
The Client acknowledges and agreesthat it is solely responsible for:
• Defining its internalOrganization and Namespace structure;
• Determining which Users aregranted access to which Namespaces;
• Ensuring that the allocation ofUsers across Namespaces complies with its internal governance, confidentiality,and regulatory requirements.
Pharaday shall have no responsibilityfor the Client’s internal structuring choices or for any consequences arisingfrom the allocation of Users or data between Namespaces.
2.2 Roles
The Platform provides role-based accesscontrol. 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 otheraccount-level administrative actions.
• User: a standard authorized end user with access limited to the Apps andNamespaces expressly granted by an Admin.
Role assignment, modification, andrevocation are performed exclusively under the Client’s authority.
The Client is solely responsible for:
• Designating appropriate Usersas Admins;
• Monitoring and supervisingAdmin activities;
• Ensuring that role assignmentsare consistent with the principle of least privilege;
• Promptly revoking or adjustingroles when no longer appropriate.
Pharaday does not monitor the Client’sinternal role allocation and shall not be liable for any loss or damageresulting from improper role assignment, excessive permissions, or failure tosupervise Admin activities.
3. User Management and Access Rights
3.1 Activation of Applications
The Agreement exclusively determineswhich Apps made available on the Platform are activated for the Organization.
Only the Apps expressly subscribed to andidentified in the Agreement shall be accessible within the relevantOrganization. Access to any additional App, feature, module, or functionalitynot expressly included in the Agreement requires a written amendment or anadditional Order Form.
Within the scope of the activated Apps,the Client may configure differentiated and granular access rights forindividual Users, including restrictions based on role, Namespace, or specificfunctionalities.
The Client acknowledges that it is solelyresponsible for ensuring that access to Apps is granted strictly in accordancewith the scope of the Agreement and that no User exceeds the usage rightspurchased under the Agreement.
Pharaday shall have no obligation tomonitor the Client’s internal allocation of App access rights and shall not beliable for any overuse, misallocation, or unauthorized internal access.
3.2 Account Creation and Management
Subject to the Agreement, the Client may,through the administrative interface of the Platform:
• Create and configure Useraccounts;
• Assign Users to one or moreNamespaces;
• Designate Users as Admins;
• Grant, modify, or restrictaccess rights to specific Apps or functionalities;
• Suspend or revoke Useraccounts.
The Client may request Pharaday’stechnical assistance in performing certain administrative actions. Any suchassistance shall not transfer responsibility to Pharaday.
The Client remains solely and fullyresponsible for:
• The accuracy of the informationprovided when creating User accounts;
• Verifying the identity andauthority of each User;
• All permissions granted ormodified;
• All acts and omissions of itsUsers as if they were the Client’s own;
• All activities conducted underits Organization account, whether authorized or unauthorized, except to theextent caused solely by Pharaday’s breach of the Agreement.
The Client shall promptly update ordeactivate User accounts where access is no longer justified, including in theevent of role changes, termination of employment or engagement, or internalreorganization.
3.3 Account Revocation
An Admin may revoke or suspend a User’saccess at any time through the administrative interface.
Upon revocation:
• The User’s access credentialsshall be disabled;
• The User shall no longer beable to access the Platform;
• The account may be archivedwithin the Organization’s environment.
Archiving of an account does notautomatically result in deletion of associated data. Client Data generated orassociated with a revoked User shall remain part of the Organization’s dataenvironment, subject to the Agreement and applicable data retention policies.
In addition, Pharaday reserves the rightto suspend or restrict a User’s access to the Platform, with or without priornotice to the User, if:
• The User breaches these Termsor the Agreement;
• The User engages in conductthat may compromise the security, integrity, or availability of the Platform;
• The User infringes or allegedlyinfringes third-party rights;
• Such suspension is required tocomply with applicable law or a binding order of a competent authority.
Except where immediate action isrequired to prevent imminent harm, Pharaday shall inform the Client withoutundue delay of any such suspension.
Pharaday shall not be liable for anydamages arising from suspension implemented in good faith under this Section.
4. User Account Rules
4.1 Credentials
Unless Single Sign-On (SSO) is enabledpursuant to Section 5, each User shall authenticate using credentials createdfor the Platform.
Each User is solely responsible for:
• Selecting a strong andconfidential password consistent with industry best practices;
• Ensuring that passwords meetreasonable complexity standards (including length, uniqueness, andnon-predictability);
• Not reusing passwords acrosscritical systems where reasonably avoidable;
• Not storing passwords in plaintext or in an unsecured manner;
• Not sharing credentials withany third party, including colleagues or other Users;
• Immediately notifying theClient (and, where appropriate, Pharaday) of any suspected unauthorized accessor compromise.
Credentials are strictly personal andmay not be shared.
The Client shall ensure that Users complywith these obligations and shall remain fully responsible for any use of thePlatform through credentials associated with its Organization, except to theextent resulting solely from Pharaday’s breach of the Agreement.
Users may reset their password using thePlatform’s password reset functionality. Users may not modify their registeredname or email address directly and must request such changes from an Admin.Users may update their profile picture where permitted.
4.2 Account Integrity, SecurityGovernance and Data Protection Responsibility
The Client is responsible for ensuringthat User account information remains accurate, complete, and up to date.
The Client shall implement and maintainappropriate internal policies and procedures governing:
• User onboarding andoffboarding;
• Periodic review of accessrights;
• Prompt deactivation of accountswhere access is no longer justified;
• Enforcement of appropriatesecurity practices within its Organization.
To the extent the Client acts as datacontroller under applicable data protection laws, the Client is solelyresponsible for:
• Informing its Users ofapplicable security requirements and best practices;
• Providing appropriate trainingand awareness regarding credential security and safe use of the Platform;
• Ensuring that such securitypractices are effectively implemented and respected within its Organization.
Pharaday shall not be liable fordamages arising from the Client’s failure to adequately manage User lifecycleprocesses, enforce security policies, or ensure compliance by its Users withapplicable security standards.
5. Single Sign-On (SSO)
Pharaday may offer Single Sign-On (“SSO”)authentication, where subscribed to under the Agreement.
Where SSO is activated:
• Authentication will occurexclusively through the Client’s designated identity provider;
• Users will not be able to useseparate Pharaday-managed passwords;
• Access control shall begoverned by the Client’s identity and access management system.
SSO is enabled or disabled at theOrganization 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 verificationprocesses;
• Access provisioning anddeprovisioning within its systems;
• Ensuring that accounts arecreated in a manner compatible with SSO requirements prior to activation.
Pharaday shall not be liable forauthentication failures, unauthorized access, identity fraud, or securitybreaches arising from the Client’s identity infrastructure or misconfigurationof SSO.
6. Acceptable Use and User Obligations
Each User agrees to use the Platformsolely for legitimate internal business purposes and in compliance withapplicable laws, regulations, the Agreement, 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 tobuild or assist in building a competing product or service;
• Attempt to bypass, disable, orinterfere with security mechanisms, authentication systems, or access controls;
• Conduct penetration testing,vulnerability scanning, or security probing without prior written authorizationfrom Pharaday;
• Use automated means to accessthe Platform except as expressly permitted;
• Upload, generate, or distributeunlawful, 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 unethicalmanner;
• Use the Platform in a way thatexceeds the rights subscribed to under the Agreement;
• Use the Platform in violationof applicable export control or sanctions laws.
The Client remains responsible fordetermining whether AI-generated outputs can be lawfully used, disclosed,published, or protected within its Organization.
Pharaday reserves the right toinvestigate any suspected violation of this Section and to take appropriateremedial measures.
The Client shall ensure that its Userscomply with this Section and shall be liable to Pharaday for any breach by itsUsers.
7. AI-Specific Provisions
7.1 Nature of AI Services
The Platform incorporates artificialintelligence and machine learning technologies designed to generate automatedoutputs based on probabilistic models, statistical inference, and dataprocessing techniques.
Users acknowledge and agree that:
• AI-generated outputs areinherently probabilistic and non-deterministic in nature and may vary overtime, including in response to identical or similar inputs;
• Outputs may be incomplete,inaccurate, outdated, biased, inconsistent, or otherwise inappropriate for aparticular purpose;
• Outputs may not be unique,original, or exclusive and may be similar to outputs generated for other usersof the Platform;
• The functioning, performance,and outputs of AI components may evolve, improve, degrade, or otherwise changeover time;
• Outputs are generatedautomatically and are not subject to human validation by Pharaday unlessexpressly agreed in writing in the Agreement;
• Outputs do not constitutelegal, regulatory, financial, technical, safety, operational, compliance, orother professional advice unless expressly and explicitly stated in theAgreement.
Artificial intelligence technologiesremain subject to inherent technical limitations and uncertainty.
7.2 Absence of Warranties regarding AIOutputs
Except as expressly provided in theAgreement and to the maximum extent permitted by applicable law, Pharaday makesno 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 withindustry standards, internal policies, or regulatory requirements applicablewithin the Client’s Organization;
• The suitability of outputs forhigh-risk, safety-critical, mission-critical, or regulated activities.
Nothing in these Terms shall beinterpreted as transferring regulatory or compliance responsibility from theClient to Pharaday beyond the express commitments set forth in the Agreement.
7.3 Human Oversight and ProhibitedReliance
Users must independently review, assess,and verify AI-generated outputs prior to reliance, dissemination, orimplementation.
Human review, validation, andprofessional judgment remain essential.
Users shall not rely exclusively onautomated outputs for decisions involving, without limitation:
• Operational or technicaldeployment;
• Safety-related processes;
• Regulatory or compliancedeterminations;
• Legal or financial commitments;
• Strategic or material businessdecisions.
Any decision, action, or omissiontaken by Users based in whole or in part on AI-generated outputs shall beundertaken under their responsibility and within the Client’s internalgovernance framework.
The Client remains responsible forimplementing appropriate internal controls, governance policies, and humanoversight mechanisms within its Organization to supervise the use ofAI-generated outputs.
Pharaday shall not be liable forconsequences arising from reliance on AI-generated outputs beyond the expresscommitments set forth in the Agreement.
8. Provision of Services andDisclaimer of Liability for Misuse
The Platform is made available to Usersas part of the Software-as-a-Service (SaaS) solution provided by Pharaday underthe Agreement concluded with the Client.
Users acknowledge that access to thePlatform is granted within the scope, limitations, and service levels (if any)defined in the Agreement.
Pharaday shall use reasonable efforts to:
• Make the Platform available inaccordance with any agreed service levels set forth in the Agreement;
• Maintain appropriate technicaland organizational security measures consistent with industry standards;
• Perform the Services in aprofessional and workmanlike manner.
Except as expressly set forth in theAgreement and to the maximum extent permitted by applicable law:
• The Platform is provided on an“as available” basis;
• Users acknowledge that thePlatform may be subject to temporary interruptions, maintenance operations,updates, or minor defects;
• Pharaday does not warrant thatthe Platform will operate uninterrupted or error-free;
• Pharaday does not guaranteethat the Platform will satisfy requirements not expressly specified in theAgreement;
• Any implied warranties that mayotherwise arise under applicable law are excluded to the extent legallypermissible.
Users shall use the Platform inaccordance with these Terms and shall refrain from any misuse or improperconfiguration.
Pharaday shall not be liable forconsequences arising from:
• Misuse of the Platform byUsers;
• Decisions made or actions takenin reliance on AI-generated outputs;
• Improper configuration ofaccess rights or permissions within the Organization;
• Unauthorized access resultingfrom inadequate credential management or SSO configuration;
• Use of the Platform inviolation of applicable laws or these Terms.
Users acknowledge that they areresponsible for ensuring that their use of the Platform and any outputsgenerated through it are appropriate for their intended purposes.
The Client remains responsible fordetermining, within its Organization, whether the Platform and its outputs aresuitable for its operational, regulatory, and internal requirements and forimplementing appropriate governance and oversight mechanisms.
9. Limitation of Liability
9.1 Allocation of Risk
Users acknowledge that their access toand use of the Platform are made available solely within the framework of theAgreement entered into between Pharaday and the Client.
The Agreement defines the scope of theServices, service levels (if any), pricing, and contractual limitations ofliability agreed between Pharaday and the Client. Users understand that thesecommercial terms reflect a deliberate allocation of risks between thoseparties.
Accordingly:
• The allocation of liabilitybetween Pharaday and the Client is exclusively governed by the Agreement;
• Nothing in these Terms shallcreate any additional warranty, representation, or liability beyond thoseexpressly provided in the Agreement;
• Nothing in these Terms shallexpand, supplement, or modify the limitations of liability, exclusions,indemnification regime, or liability caps expressly set forth in the Agreement;
• These Terms shall beinterpreted consistently with, and subject to, the liability frameworkestablished under the Agreement.
Users acknowledge that theavailability of the Platform and the level of service provided areintrinsically linked to this agreed allocation of risk and the correspondingcommercial terms.
9.2 Exclusion of Certain Damages
To the maximum extent permitted byapplicable law and subject always to the liability framework set forth in theAgreement, Pharaday shall not be liable to Users or to the Client for any:
• Indirect, incidental, special,exemplary, consequential, or punitive damages;
• Loss of profits, anticipatedsavings, revenue, contracts, or business opportunities;
• Loss of goodwill, reputation,or brand value;
• Business interruption or lossof productivity;
• Costs of substitute goods,services, or replacement solutions;
• Pure economic loss not directlyresulting from a proven and direct breach by Pharaday.
Users acknowledge that the Platform isa technical tool operating within a broader IT, organizational, and regulatoryenvironment that is not controlled by Pharaday. Accordingly, Pharaday shall notbe liable for damages arising from factors external to its direct control,including but not limited to:
• Acts or omissions of Users;
• Internal organizationaldecisions 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 ofthe legal basis of the claim (contract, tort, negligence, statutory liability,or otherwise), except to the extent that such exclusion or limitation isprohibited under applicable law.
In addition, Pharaday shall not be liablefor damages arising from:
• Inaccurate, incomplete,misleading, unlawful, or poor-quality data entered by Users;
• Misinterpretation, misuse, orinappropriate reliance on Platform outputs;
• Improper or excessive accessrights granted within the Organization;
• Failure by the Client or itsUsers to restrict, suspend, or revoke User access when appropriate;
• Internal organizationaldecisions made on the basis of Platform outputs.
Nothing in this Section shall excludeor limit any liability that cannot be excluded or limited under applicable law.
9.3 Responsibility of Users andOrganizational Control
Users acknowledge that the Platformoperates within an organizational environment defined, configured, andsupervised by the Client.
Each User is individually responsiblefor:
• Accessing and using thePlatform strictly within the scope of the rights granted to them;
• Ensuring that any data,content, instructions, or configurations they input into the Platform areaccurate, complete, lawful, and appropriate;
• Verifying that their use of thePlatform complies with applicable laws, internal policies of the Client, andthese Terms;
• Exercising appropriateprofessional judgment when interpreting, applying, or implementing Platformoutputs;
• Protecting the confidentialityof information accessed through the Platform.
Users shall refrain from:
• Uploading or generating datathat is unlawful, infringing, confidential without authorization, or otherwiseimproper;
• Granting access rights orsharing information beyond the scope of their authorization;
• Relying on Platform outputswithout 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 onthe quality, completeness, and accuracy of the data provided by Users.
The Client exercises exclusive controlover:
• The designation, authorization,and supervision of Users and Admins;
• The configuration of accessrights and internal governance policies;
• The activation, organization,and management of Namespaces;
• The internal decision-makingprocesses in which Platform outputs may be used.
Accordingly:
• The Client is responsible forsupervising its Users and implementing appropriate governance, reviewmechanisms, and oversight;
• The Client shall ensure thatits Users comply with these Terms and shall be liable to Pharaday for breachescommitted by its Users.
Users and the Client acknowledge thatthe configuration, internal deployment, and operational use of the Platformwithin the Organization remain under the Client’s responsibility and internalgovernance framework.
10. Intellectual Property
10.1 Ownership
The Platform, including withoutlimitation its software, source code, object code, architecture, databases,interfaces, documentation, AI models, algorithms, training methodologies,visual elements, trademarks, logos, and any related materials (the “PharadayMaterials”), are protected by intellectual property laws and remain theexclusive 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 PharadayMaterials are and shall remain vested in Pharaday or its licensors.
Users are granted no ownership rights inthe Platform or the Pharaday Materials.
Access to the Platform does notconstitute a transfer, assignment, or license of any intellectual propertyrights other than the limited right of use expressly granted under theAgreement and these Terms.
Users shall not:
• Copy, reproduce, modify, adapt,translate, distribute, publish, create derivative works from, or otherwiseexploit the Platform or any Pharaday Materials;
• Remove or alter any proprietarynotices, trademarks, or copyright indications;
• Access or use the Platformbeyond the scope of rights granted under the Agreement.
Any unauthorized use shall constitutean infringement of Pharaday’s intellectual property rights.
10.2 Right of Use granted to Users
Subject to the Agreement and compliancewith these Terms, Users are granted a limited, revocable, non-exclusive,non-transferable, non-sublicensable right to access and use the activated Appssolely:
• For the internal businesspurposes of the Client;
• Within the scope and durationof the Agreement;
• In accordance with thepermissions assigned to them.
This right of use does not include:
• Any right to access sourcecode;
• Any right to reproduce thePlatform except as strictly necessary for its normal use;
• Any right to commerciallyexploit, sublicense, assign, or transfer access to third parties.
The Client remains responsible forensuring that Users’ access remains within the scope of the rights grantedunder the Agreement.
10.3 Client Data and User-GeneratedContent
As between Pharaday and the Client, theClient retains ownership of data, content, and materials uploaded or generatedby Users through the Platform (“Client Data”), in accordance with theAgreement. Pharaday does not sell, monetize or otherwise exploit Client Data,and does not use Client Data to train its AI models.
Users represent and warrant that anyClient Data they input or upload:
• Is accurate and lawful;
• Does not infringe third-partyintellectual property rights;
• Does not violateconfidentiality or regulatory obligations.
10.4 Feedback
If Users or the Client providesuggestions, 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 withoutany obligation of compensation.
11. Security
Pharaday shall implement and maintainappropriate technical and organizational measures designed to ensure a level ofsecurity appropriate to the risks associated with the Platform, taking intoaccount the state of the art and the nature of the Services, as furtherdescribed in the Agreement and the DPA.
Users acknowledge that no informationsystem can be entirely secure and that the overall security of the Platformalso depends on the Client’s internal governance, access management practices,and IT environment.
Users shall comply with the securityobligations set forth in these Terms and promptly report to the Client anysuspected unauthorized access or security incident relating to their account.
Pharaday shall not be liable for securityincidents resulting from:
• Misconfiguration of accessrights or permissions within the Organization;
• Compromised credentials underthe Client’s control;
• Failures, vulnerabilities, orsecurity breaches within the Client’s systems or identity infrastructure;
• Failure by Users to comply withtheir security obligations.
Security obligations relating topersonal data processing are governed exclusively by the DPA.
Nothing in this Section shall exclude orlimit liability where such exclusion or limitation is prohibited by applicablelaw.
12. Personal Data
Users acknowledge that personal data maybe processed through the Platform in the context of the Services provided underthe Agreement.
Users shall process, upload, or accesspersonal data through the Platform only:
• As authorized by the Client;
• For legitimate internalbusiness purposes;
• In compliance with applicabledata protection laws and the Client’s internal policies.
Users shall not upload personal datato the Platform unless such upload is necessary for the intended business useand authorized by the Client.
The Client remains responsible, withinits Organization, for determining the purposes and legal bases of personal dataprocessing carried out through the Platform.
To the extent Pharaday processes personaldata on behalf of the Client, such processing shall be governed exclusively bythe DPA, which forms an integral part of the Agreement.
Information on how Pharaday processes thepersonal data of Users in its own capacity as data controller (in particularaccount, connection and support data) is provided in Pharaday’s Privacy Policy,available at www.pharaday.ai/privacy-policy.
Nothing in these Terms modifies theallocation of roles and responsibilities under applicable data protection lawsas defined in the Agreement and the DPA.
13. Confidentiality
Users may have access, through thePlatform, to confidential information relating to the Client, Pharaday, orthird parties (the “Confidential Information”).
Users shall:
• Access Confidential Informationsolely for legitimate internal business purposes of the Client;
• Protect such ConfidentialInformation with at least the same degree of care as they use to protect theirown confidential information, and in no event less than reasonable care;
• Not disclose ConfidentialInformation to any unauthorized person;
• Not use ConfidentialInformation for personal benefit or for purposes unrelated to the Client’sauthorized use of the Platform.
Confidential Information includes,without limitation, technical information, business data, operationalinformation, pricing, AI models, documentation, and any non-public informationaccessible through the Platform.
The Client remains responsible forensuring that its Users comply with confidentiality obligations consistent withthe Agreement.
The confidentiality obligations set forthin this Section shall survive termination of access to the Platform.
Nothing in these Terms modifies or limitsthe confidentiality obligations agreed between Pharaday and the Client underthe Agreement.
14. Suspension of Access
Access to the Platform is conditionalupon compliance with these Terms and the Agreement.
Pharaday may suspend, restrict, orpermanently disable access to the Platform, in whole or in part, for anindividual User or for an entire Organization, where reasonably justified,including in the event of:
• A breach of these Terms or ofthe Agreement;
• Conduct by a User that isunlawful, fraudulent, abusive, misleading, or contrary to the intended use ofthe Platform;
• Any act or omission that maycompromise the security, integrity, availability, or proper functioning of thePlatform;
• Actual or suspectedinfringement of third-party rights;
• A legal or regulatoryrequirement, including a binding order of a competent authority;
• Non-payment or material breachunder the Agreement.
Pharaday may implement such suspensionimmediately where necessary to prevent imminent harm, security risks, or legalexposure.
Where reasonably practicable andpermitted by law, Pharaday shall inform the Client without undue delay of anysuspension affecting its Users.
Suspension or restriction of access shallnot relieve the Client of its contractual obligations under the Agreement,including payment obligations where applicable.
Pharaday shall not be liable for damagesarising from a suspension implemented in good faith and in accordance with thisSection.
15. Term and Termination
These Terms shall remain in effect for aslong as the Agreement remains in force or for as long as the User accesses oruses the Platform, whichever is earlier.
Upon expiration or termination of theAgreement for any reason:
• All access rights granted toUsers under these Terms shall automatically and immediately terminate;
• Users shall cease all use ofthe Platform;
• Pharaday may disable access tothe Organization and its associated User accounts.
Termination or suspension of accessshall not affect any rights or obligations accrued prior to the effective dateof termination.
The provisions of these Terms which bytheir nature are intended to survive termination, including without limitationthose relating to intellectual property, confidentiality, limitation ofliability, disclaimers, indemnification, governing law, and dispute resolution,shall survive termination or expiration of these Terms.
16. Modifications to the Platform andthe Terms
Pharaday may, in accordance with andsubject to the Agreement, modify, update, enhance, replace, or discontinuecertain 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 improvementsintended to maintain or enhance the security, performance, interoperability, orregulatory compliance of the Platform.
Provided that the Agreement remains inforce, Pharaday shall not materially reduce the core functionality of the Appsexpressly subscribed to under the Agreement during the applicable subscriptionterm, except where such modification is required for security, legal, orregulatory reasons or results from third-party dependency changes.
Pharaday reserves the right to modifythese Terms at any time. Any updated version of the Terms shall becomeeffective upon publication on the Platform or upon notification to the Client,and shall indicate its version number and effective date.
In the event of a material modificationto these Terms, Pharaday shall use reasonable efforts to notify the Client inadvance or without undue delay.
Continued access to or use of thePlatform by Users following the effective date of the updated Terms shallconstitute acceptance of such modifications.
Nothing in this Section shall modify orsupersede the Agreement, which shall prevail in the event of any conflict.
17. Relationship with the Agreementand Residual Matters
These Terms govern the conditions ofaccess to and use of the Platform by Users.
Any matters not expressly addressed inthese Terms, including without limitation commercial terms, pricing, paymentconditions, service levels, warranties, indemnification, data processing,liability caps, termination rights, and dispute resolution, shall be governedexclusively by the Agreement entered into between Pharaday and the Client.
In the event of any inconsistency,conflict, or ambiguity between these Terms and the Agreement, the Agreementshall prevail.
Nothing in these Terms shall beinterpreted as creating rights or obligations beyond those expressly providedin the Agreement.
Users acknowledge that their access tothe Platform forms part of the contractual framework established under theAgreement.
18. Governing Law and Jurisdiction
These Terms are governed by French law.Any dispute relating to these Terms shall be subject to the dispute resolutionprovisions of the Agreement and, failing such provisions, to the exclusivejurisdiction of the courts within the jurisdiction of the Paris Court ofAppeal, notwithstanding multiple defendants or third-party claims.
19. Language
These Terms are drawn up in English,which is the binding version.
For any question regarding theseTerms, please contact us at contact@pharaday.net.
