RxClarity Terms of Service

Version: 2026-09-10 (issued-now)
Company: RxClarity Limited · Company No. 16712615

RxClarity Limited, a company registered in England and Wales, company number 16712615, registered office 86-90 Paul Street, London, England, EC2A 4NE (“RxClarity”, “we”, “us”). These Terms of Service (the “Terms”) govern the Customer’s use of the Service. They apply together with the Order Form signed by both parties, the Data Processing Agreement, and any Statement of Work. In the event of conflict, the Order Form prevails over these Terms, and these Terms prevail over any Statement of Work unless that Statement of Work expressly says otherwise. The Customer’s purchase order, standard purchasing conditions or vendor terms do not apply and are expressly excluded, whether or not RxClarity acknowledges or signs them.

Contents

1. Definitions

2. The Service

3. Accounts and security

4. Restrictions

5. Customer Data and Prohibited Data

6. Nature of Outputs

7. Intellectual property

8. Fees, invoicing and tax

9. Data protection

10. Confidentiality

11. Warranties

12. Indemnities

13. Limitation of liability

14. Suspension

15. Term and termination

16. General

17. Definitions Agreement means the Order Form, these Terms, the Data Processing Agreement and any Statement of Work. Authorised User means a named individual employee or contractor of the Customer who is identified on the Order Form or subsequently notified in writing, and who is permitted to access the Service using a Seat. Customer Data means data, documents, lists or other material that the Customer or an Authorised User uploads to, or enters into, the Service. Order Form means the ordering document signed by both parties that identifies the Seats, fees and term. Output means any report, brief, analysis, list, answer or other material generated by the Service in response to a request from an Authorised User. Platform Data means the data made available through the Service that is derived, curated, resolved or enriched by RxClarity from public and licensed sources, including clinical trial registries, regulatory filings, approval records, scientific literature and company records. Seat means a right for one named Authorised User to access the Service. Service means the RxAgent platform and any associated agents, interfaces, application programming interfaces and documentation made available by RxClarity under an Order Form. Subscription Term means the initial term stated on the Order Form together with any renewal terms.

18. The Service 2.1 RxClarity grants the Customer a non-exclusive, non-transferable, non-sublicensable right for its Authorised Users to access and use the Service during the Subscription Term for the Customer’s own internal business purposes, subject to the Agreement and to payment of the fees. 2.2 The number of Seats is stated on the Order Form. A Seat is personal to one named individual. Seats may be reassigned to a replacement individual where the original Authorised User leaves the Customer’s organisation or changes role, but may not be shared, rotated between individuals or used concurrently by more than one person. 2.3 RxClarity will use commercially reasonable efforts to make the Service available in accordance with the Service Level Agreement. The Service Level Agreement sets out the availability target, support commitments and the Customer’s sole remedies for failure to meet them. 2.4 RxClarity may improve, modify or replace features of the Service from time to time. RxClarity will not materially reduce the overall functionality of the Service during a paid Subscription Term. Where RxClarity intends to discontinue a material feature the Customer relies on, RxClarity will give at least 60 days’ written notice, and if the discontinuation materially and adversely affects the Customer’s use, the Customer may terminate the affected subscription on written notice and receive a pro rata refund of prepaid fees for the unused remainder of the Subscription Term.

19. Accounts and security 3.1 Access is by individual login credentials. Credentials must not be shared. The Customer will ensure each Authorised User keeps their credentials confidential. 3.2 The Customer is responsible for the acts and omissions of its Authorised Users as if they were the Customer’s own, and for all activity conducted through its accounts, except to the extent caused by RxClarity’s breach of the Agreement. 3.3 Each party will notify the other without undue delay on becoming aware of any unauthorised access to the Service or compromise of credentials.

20. Restrictions The Customer will not permit any Authorised User or third party to:

• resell, distribute, sublicense, rent or otherwise make the Service or Platform Data available to any third party, or use the Service to provide a service to or on behalf of a third party, except that a Customer whose business is advisory or consultancy services may include Outputs within deliverables to its own clients where the Order Form expressly permits this;
• use the Service or Platform Data to build, train, benchmark or improve any competing or substantially similar product, dataset or model;
• use any automated means to extract, scrape, replicate or accumulate a substantial part of the Platform Data, except through an application programming interface where the Order Form expressly grants API access and then only within the documented limits;
• reverse engineer, decompile or disassemble the Service, or attempt to obtain its source code or non-public interfaces, except to the extent this restriction cannot lawfully be excluded;
• remove, obscure or alter any attribution, source citation, or proprietary notice within the Service or an Output;
• publish externally any benchmark, evaluation or performance comparison of the Service without RxClarity’s prior written consent, such consent not to be unreasonably withheld where the methodology has been shared with RxClarity in advance;
• interfere with the operation, security or integrity of the Service, circumvent any usage or rate limit, or conduct penetration or vulnerability testing without RxClarity’s prior written consent;
• use the Service in breach of any applicable law, including competition law, sanctions, export control and data protection law; or
• upload Prohibited Data as defined in clause 5.

5. Customer Data and Prohibited Data 5.1 As between the parties, the Customer owns Customer Data. The Customer grants RxClarity a non-exclusive licence to host, process and use Customer Data solely to provide, secure and support the Service during the Subscription Term. 5.2 RxClarity will not use Customer Data to train or fine-tune any general-purpose or shared model, and will not disclose Customer Data to any other customer. 5.3 The Customer will not upload to the Service, and the Service is not designed to receive: personal data of the special categories described in Article 9 UK GDPR; patient records, medical records or protected health information; payment card data; government identification numbers; or any data subject to a specific regulatory regime that RxClarity has not agreed in writing to support (“Prohibited Data”). RxClarity has no liability arising from Prohibited Data uploaded to the Service. 5.4 The Service is not designed or approved for use in circumstances where failure or inaccuracy could lead to death, personal injury or environmental damage, and must not be used to make clinical, prescribing, dosing, patient safety or pharmacovigilance decisions. 5.5 The Customer warrants that it has all rights and lawful bases necessary for RxClarity to process Customer Data as contemplated by the Agreement.
6. Nature of Outputs 6.1 The Service uses automated systems, including large language models, to curate, resolve and analyse data, and to generate Outputs. 6.2 RxClarity applies documented curation policies, entity resolution, evidence-linking and human review processes to Platform Data, as described in its published documentation. RxClarity does not warrant that Platform Data or any Output is complete, accurate or free from error. 6.3 Outputs are provided as an input to the Customer’s own analysis and judgement. They are not legal, regulatory, clinical, financial or investment advice, and are not a substitute for the Customer’s own diligence, verification and professional judgement. The Customer is solely responsible for any decision it takes, and for any deliverable it issues to a third party, in reliance on an Output. 6.4 Where the Customer notifies RxClarity of a specific factual error in Platform Data, RxClarity will investigate and, where the error is confirmed, correct it in accordance with the Service Level Agreement.
7. Intellectual property 7.1 RxClarity and its licensors own all intellectual property rights in the Service, the Platform Data, the underlying knowledge graph, curation policies, models, software, documentation, and all templates, formats and interfaces, together with any improvements to them. 7.2 As between the parties, the Customer may use Outputs for its internal business purposes and, subject to clause 4(a), within its own deliverables. RxClarity retains all rights in the Platform Data and in any Output to the extent it comprises or reproduces Platform Data. The Customer may not extract Outputs in bulk in order to assemble a substitute for a subscription. 7.3 If the Customer provides feedback, suggestions or feature requests, RxClarity may use them without restriction, obligation or payment. This does not give RxClarity any rights in Customer Data or in the Customer’s confidential information.
8. Fees, invoicing and tax 8.1 The Customer will pay the fees stated on the Order Form. Fees are stated exclusive of value added tax and any other applicable taxes or duties. 8.2 Unless the Order Form states otherwise, fees are invoiced in advance for the whole of the initial Subscription Term and are payable within 30 days of the invoice date. 8.3 Fees are non-refundable except where expressly stated in the Agreement. 8.4 Where the Customer is required by law to deduct or withhold any amount from a payment, the sum payable is increased so that RxClarity receives the amount it would have received had no deduction or withholding been required. The Customer will provide reasonable evidence of any amount withheld and remitted. 8.5 RxClarity may charge interest on overdue amounts at 4% per annum above the Bank of England base rate, accruing daily, and may recover reasonable costs of collection. RxClarity may exercise its rights under the Late Payment of Commercial Debts (Interest) Act 1998 in the alternative. 8.6 Fees are fixed for the initial Subscription Term. RxClarity may change fees for any renewal term on at least 60 days’ written notice before the end of the then-current term. 8.7 Payment is by bank transfer to the account stated on the invoice. RxClarity will not notify a change of bank details by email alone; the Customer should verify any purported change by telephone using a previously known number before making payment.
9. Data protection 9.1 Each party will comply with applicable data protection law in respect of personal data processed under the Agreement. 9.2 Where RxClarity processes personal data on the Customer’s behalf, it does so as processor and the Data Processing Agreement applies. The Data Processing Agreement records the subject matter, duration, nature and purpose of processing, the categories of data and data subjects, the approved sub-processors and the transfer mechanism. 9.3 RxClarity processes account and usage data relating to Authorised Users as controller for the purposes of providing, securing, supporting and improving the Service, and in accordance with its privacy notice. 9.4 RxClarity may use anonymised and aggregated usage data that does not identify the Customer or any individual for its own business purposes, including service improvement, capacity planning and analytics.
10. Confidentiality 10.1 Each party may receive confidential information of the other. Confidential information means information disclosed in connection with the Agreement that is identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. RxClarity’s confidential information includes the Service’s non-public technical information, curation policies and pricing. The Customer’s confidential information includes Customer Data, its pipeline, partnering and commercial strategy, its target and exclusion lists, and the content of its requests to the Service. 10.2 The recipient will keep confidential information confidential, use it only to perform the Agreement, and disclose it only to those of its personnel, professional advisers and sub-processors who need it and who are bound by equivalent obligations. 10.3 These obligations do not apply to information that is or becomes public through no breach of the Agreement, was lawfully known to the recipient before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of the disclosing party’s confidential information. 10.4 A party may disclose confidential information where required by law, regulation or a court or regulator, and will where lawfully permitted give the other party prior notice and reasonable assistance in seeking protective treatment. 10.5 Damages may not be an adequate remedy for breach of this clause and either party may seek injunctive relief.
11. Warranties 11.1 Each party warrants that it has the power and authority to enter into the Agreement. 11.2 RxClarity warrants that it will provide the Service with reasonable skill and care, and in accordance with the Service Level Agreement. 11.3 RxClarity warrants that it will use commercially reasonable and industry-appropriate technical and organisational measures to protect Customer Data against unauthorised access, loss or disclosure, as described in the Service Level Agreement. 11.4 Except as expressly set out in the Agreement, and to the fullest extent permitted by law, all warranties, conditions and terms implied by statute, common law or otherwise are excluded. In particular, RxClarity does not warrant that the Service will be uninterrupted or error-free, that Platform Data or Outputs will be complete, accurate, current or fit for any particular purpose, or that the Service will identify every relevant trial, drug, company, approval, change or opportunity.
12. Indemnities 12.1 RxClarity indemnity. RxClarity will defend the Customer against any third-party claim that the Customer’s permitted use of the Service infringes that third party’s intellectual property rights in the United Kingdom, the European Union or the United States, and will indemnify the Customer against amounts finally awarded by a court or agreed in settlement approved by RxClarity, subject to clause 13. This indemnity does not apply to claims arising from Customer Data, from combination of the Service with anything not supplied by RxClarity, from use in breach of the Agreement, or from any modified version of the Service. If the Service becomes, or RxClarity reasonably believes it may become, the subject of such a claim, RxClarity may at its option procure the right to continue use, modify or replace the affected part, or terminate the affected subscription and refund prepaid fees for the unused remainder of the Subscription Term. 12.2 Customer indemnity. The Customer will indemnify RxClarity against all losses, damages, costs and reasonable expenses arising from any third-party claim relating to Customer Data, the Customer’s breach of clause 4 (Restrictions), clause 5 (Prohibited Data), or any decision, deliverable or communication the Customer makes or issues in reliance on an Output. 12.3 The indemnified party will notify the indemnifying party promptly, give it control of the defence, and provide reasonable assistance at the indemnifying party’s cost. No settlement requiring an admission or payment by the indemnified party may be made without its consent.
13. Limitation of liability 13.1 Nothing in the Agreement limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded. 13.2 Neither party is liable, whether in contract, tort including negligence, breach of statutory duty or otherwise, for loss of profit, loss of revenue, loss of anticipated savings, loss of business or opportunity, loss of goodwill, or any indirect or consequential loss, in each case whether or not foreseeable. 13.3 Subject to clauses 13.1 and 13.4, each party’s total aggregate liability arising out of or in connection with the Agreement is limited to the total fees paid and payable by the Customer under the applicable Order Form in the 12 months immediately preceding the event giving rise to the claim. 13.4 The cap in clause 13.3 does not apply to the Customer’s obligation to pay fees, to either party’s breach of clause 10 (Confidentiality), or to the indemnities in clause 12, in which case each party’s aggregate liability is limited to two times the amount in clause 13.3. 13.5 The Customer acknowledges that the fees reflect the allocation of risk in this clause 13 and that RxClarity would charge materially more without it. 13.6 Neither party is liable for failure or delay caused by an event beyond its reasonable control, provided it notifies the other and uses reasonable efforts to mitigate. This does not excuse a failure to pay.
14. Suspension 14.1 RxClarity may suspend all or part of the Customer’s access, on notice where practicable, if: an amount is more than 10 days overdue; the Customer or an Authorised User is in material breach of clause 4; continued access presents a security risk to the Service or to other customers; or suspension is required by law. 14.2 RxClarity will restore access promptly once the cause of suspension is resolved. Suspension under clause 14.1 does not relieve the Customer of its obligation to pay fees, except that a suspension for security reasons not attributable to the Customer counts as unavailability under the Service Level Agreement.
15. Term and termination 15.1 The Agreement starts on the date of the Order Form and continues for the Subscription Term. 15.2 The subscription renews for successive periods of 12 months at RxClarity’s then-current list price unless either party gives written notice of non-renewal at least 60 days before the end of the then-current term. 15.3 Either party may terminate the Agreement immediately on written notice if the other: commits a material breach that is not remediable, or is remediable and is not remedied within 30 days of written notice; or becomes subject to an insolvency event, administration, receivership, winding-up or an equivalent process in its jurisdiction that is not dismissed within 60 days. 15.4 On expiry or termination, all rights to access the Service cease immediately. The Customer may retain and continue to use Outputs already delivered, subject to clauses 4 and 7. 15.5 RxClarity will make Customer Data available for export for 30 days after termination, after which it will delete or anonymise it in accordance with the Data Processing Agreement, save for copies retained in routine backups (which remain subject to clause 10 until deleted in the ordinary backup cycle) or where retention is required by law. 15.6 Termination by the Customer under clause 15.3 entitles the Customer to a pro rata refund of prepaid fees for the unused remainder of the Subscription Term. Termination in any other circumstance does not give rise to a refund. 15.7 The following survive termination: clauses 1, 4, 5.3, 5.4, 6, 7, 8 (for amounts accrued), 10, 11.4, 12, 13, 15.4 to 15.7 and 16.
16. General 16.1 Notices. Notices must be in writing and sent to the contact addresses on the Order Form, by email with confirmation of receipt or by recorded delivery. Notices of termination or breach must also be sent by recorded delivery. 16.2 Assignment. Neither party may assign the Agreement without the other’s written consent, not to be unreasonably withheld, except that either party may assign to an affiliate or to a successor in connection with a merger, reorganisation or sale of substantially all of its assets, on notice. 16.3 Publicity. Neither party may use the other’s name, logo or any reference to the relationship in marketing, on a website, in investor materials or in a press release without that party’s prior written consent, which may be given by email and may be withdrawn on 30 days’ notice. 16.4 Subcontracting. RxClarity may use subcontractors and sub-processors in providing the Service and remains responsible for their performance. Approved sub-processors are listed in the Data Processing Agreement. 16.5 Variation. Any variation must be in writing and signed by an authorised representative of each party. RxClarity may update these Terms for future Subscription Terms on 60 days’ written notice; the version in force at the start of a Subscription Term applies for the whole of that term. 16.6 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior proposals, quotations, letters of intent, pilot arrangements and representations. Neither party has relied on any statement not set out in the Agreement. This does not exclude liability for fraudulent misrepresentation. 16.7 No partnership. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship. 16.8 Third parties. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999. 16.9 Severance. If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary or, if that is not possible, severed, and the remainder continues in force. 16.10 Waiver. No failure or delay in exercising a right is a waiver of it. 16.11 Counterparts and signature. The Order Form may be signed in counterparts and by electronic signature. 16.12 Governing law. The Agreement and any non-contractual obligations arising out of it are governed by the law of England and Wales. 16.13 Jurisdiction. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement.