Terms of Service

1. Acceptance of Terms

By accessing or using the website located at agenticpharma.science(the “Site”) or engaging Agentic Pharma (“Company,” “we,” “us,” or “our”) for any services, you (“Client,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”). If you do not agree to all of these Terms, you must not access the Site or use our services. These Terms constitute a legally binding agreement between you and Agentic Pharma. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization.

2. Description of Services

Agentic Pharma operates as a consulting and technology partner for pharmaceutical and pharmacovigilance organizations. Our services include, but are not limited to:

• Strategic consulting on the application of AI agent technologies to drug safety and pharmacovigilance workflows.
• Co-development and custom engineering of AI agent systems tailored to client-specific adverse event intake, triage, medical coding, causality assessment, signal detection, and regulatory reporting processes.
• Integration of AI agent solutions with existing client safety databases, electronic health record systems, and regulatory submission platforms.
• Ongoing support, maintenance, and iterative refinement of deployed agent systems.

The specific scope, deliverables, timelines, and fees for any engagement will be defined in a separate Statement of Work (“SOW”) or service agreement executed between Agentic Pharma and the Client. In the event of a conflict between these Terms and a signed SOW, the SOW shall govern with respect to the subject matter of that engagement.

3. Intellectual Property

3.1 Company IP.All pre-existing intellectual property owned by Agentic Pharma, including but not limited to proprietary frameworks, agent architectures, algorithms, software libraries, methodologies, and know-how (“Company IP”), shall remain the sole and exclusive property of Agentic Pharma. No license to Company IP is granted except as expressly set forth in a signed SOW.

3.2 Client IP.All pre-existing intellectual property owned by the Client, including proprietary data, databases, internal processes, trademarks, and trade secrets (“Client IP”), shall remain the sole and exclusive property of the Client. The Client grants Agentic Pharma a limited, non-exclusive, revocable license to use Client IP solely for the purpose of performing the agreed-upon services.

3.3 Deliverables. Ownership of deliverables created during an engagement, including custom AI agents, models, configurations, and documentation, shall be determined by the applicable SOW. Unless otherwise agreed in writing, deliverables specifically created for a Client shall be assigned to the Client upon full payment, subject to Agentic Pharma retaining rights to any underlying Company IP incorporated therein.

3.4 Residual Knowledge. Nothing in these Terms shall restrict Agentic Pharma from using general skills, knowledge, experience, and techniques acquired or developed during the course of an engagement, provided such use does not disclose the Client's Confidential Information.

4. Confidentiality

Each party (“Receiving Party”) agrees to hold in strict confidence all non-public information disclosed by the other party (“Disclosing Party”) in connection with the services, including business strategies, technical specifications, patient data, safety data, proprietary algorithms, financial information, and any materials marked or reasonably understood to be confidential (“Confidential Information”).

The Receiving Party shall not use Confidential Information for any purpose other than performing or receiving the services, and shall not disclose it to any third party without the Disclosing Party's prior written consent, except to employees, contractors, or advisors who have a need to know and are bound by obligations of confidentiality at least as protective as those herein.

These confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party without restriction prior to disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives reasonable notice to the Disclosing Party where legally permitted.

5. Data Protection and Compliance

Agentic Pharma acknowledges that pharmacovigilance data may include personally identifiable information and protected health information. Both parties agree to comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the Health Insurance Portability and Accountability Act (HIPAA) where applicable, and any relevant local data privacy laws.

Where required, the parties shall enter into a separate Data Processing Agreement (“DPA”) prior to any processing of personal data. Agentic Pharma shall implement appropriate technical and organizational security measures to protect Client data against unauthorized access, loss, or alteration.

6. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Agentic Pharma, its officers, directors, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, loss of data, loss of goodwill, business interruption, or any other intangible losses, arising out of or in connection with these Terms or the services provided hereunder, regardless of the theory of liability (contract, tort, strict liability, or otherwise), even if Agentic Pharma has been advised of the possibility of such damages.

Agentic Pharma's total aggregate liability for all claims arising out of or relating to these Terms or any SOW shall not exceed the total fees actually paid by the Client to Agentic Pharma under the applicable SOW during the twelve (12) months immediately preceding the event giving rise to the claim.

The Client acknowledges that AI agent systems are tools designed to augment, not replace, human decision-making in pharmacovigilance. The Client retains full responsibility for all regulatory submissions, clinical decisions, and safety assessments made using outputs generated by AI agents developed by Agentic Pharma.

7. Warranties and Disclaimers

Agentic Pharma warrants that it will perform services in a professional and workmanlike manner consistent with generally accepted industry standards. If any services fail to meet this warranty, Agentic Pharma shall, as the Client's sole and exclusive remedy, re-perform the non-conforming services at no additional cost.

Except as expressly set forth herein, all services, deliverables, and the Site are provided “as is” and “as available” without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or completeness. Agentic Pharma does not warrant that AI agent outputs will be error-free, uninterrupted, or meet any specific regulatory acceptance threshold.

No advice or information, whether oral or written, obtained from Agentic Pharma or through the Site shall create any warranty not expressly stated in these Terms.

8. Indemnification

The Client agrees to indemnify, defend, and hold harmless Agentic Pharma and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Client's use of deliverables or AI agent outputs in a manner not contemplated by the applicable SOW; (b) the Client's failure to comply with applicable laws, regulations, or industry standards, including pharmacovigilance reporting obligations; (c) any third-party claims resulting from the Client's regulatory submissions or clinical decisions based on AI agent outputs; or (d) any breach of these Terms by the Client.

9. Termination

Either party may terminate these Terms or any SOW for convenience upon thirty (30) days' prior written notice to the other party. Either party may terminate these Terms or any SOW immediately upon written notice if the other party materially breaches these Terms or the SOW and fails to cure such breach within fifteen (15) days of receiving written notice thereof.

Upon termination, the Client shall pay Agentic Pharma for all services performed and expenses incurred up to the effective date of termination. Agentic Pharma shall deliver to the Client all completed and in-progress deliverables paid for as of the termination date.

The following sections shall survive termination: Intellectual Property, Confidentiality, Limitation of Liability, Warranties and Disclaimers, Indemnification, and Governing Law.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Any dispute arising out of or in connection with these Terms that cannot be resolved through good-faith negotiation within thirty (30) days shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs, and the parties shall share equally the costs of arbitration.

11. Modifications to These Terms

Agentic Pharma reserves the right to modify these Terms at any time. Updated Terms will be posted on this page with a revised effective date. For active Clients under an executed SOW, material changes to these Terms will be communicated via email at least thirty (30) days prior to taking effect. Continued use of the Site or services after the effective date of any modifications constitutes acceptance of the updated Terms. If you do not agree to the modified Terms, you must discontinue use of the Site and services.

12. Miscellaneous

Entire Agreement. These Terms, together with any executed SOWs and DPAs, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment. Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.