Terms and Conditions

Effective Date: 1/03/2026

These Terms of Use (“Terms” or “Agreement”) govern access to and use of the AI-powered chatbot platform available on the website karithera.com and operated by Karithera,Inc., a company incorporated under the laws of the State of Delaware, United States, having its registered office at Chicago, IL (hereinafter referred to as “Company,” “we,” “us,” or “our”).

This Chatbot Service is a paid, subscription-based service intended for use by healthcare and life sciences professionals, including pharmaceutical, biotechnology, medical device, and related industry personnel and others (“User,” “you,” or “your”).

By accessing, subscribing to, or using the Chatbot Service, you agree to be bound by these Terms.

1. Nature and Scope of Service

The Service is an artificial intelligence-based software tool accessible through the Website and designed to generate automated responses based on user input.

The Service is a subscription-based, software-as-a-service (SaaS) solution designed to generate automated responses, insights, and informational outputs based on text or other inputs provided by authorized users (“Users”).

The Service is intended to support healthcare, pharmaceutical, and relevant professionals/users with general informational assistance and operational support.

The Service does not provide professional healthcare medical advice, clinical diagnosis, or treatment recommendations. It does not provide advice or regulatory approvals.

The Service is provided on a subscription basis and is accessible only to authorized paying users.

The Service uses artificial intelligence and machine learning technologies. Output generated by the Service may be incomplete or outdated and must be reviewed and verified by the User.

2. Representations and Warranties

You represent and warrant that:

• you possess the full legal right, capacity, and authority to enter and comply with this Agreement in accordance with applicable laws of your jurisdiction.
• You are accessing and using the Service in your professional capacity as a healthcare, pharmaceutical, life sciences, or related industry professional, or are duly authorized to act on behalf of the organization you represent.
• your use of the Service will comply with all applicable laws, regulations, and professional obligations; and
• all information provided by you in connection with your registration and use of the Service is accurate and complete.

3. Subscription and Payment

Access to the Service is provided on a paid subscription basis subject to the User’s purchase of a valid subscription plan and payment of all applicable fees as specified on the Website or in the applicable order form. All subscription fees are payable in advance and are non-cancellable and non-refundable, except as required under applicable law, including applicable consumer protection laws. The User authorizes the Company to charge the applicable fees, including any taxes and transaction charges, using the selected payment method. The subscription shall remain active for the applicable subscription term and may be suspended or terminated by the Company in the event of non-payment. The Company reserves the right to revise subscription fees upon renewal by providing reasonable prior notice.

4. Permitted Use

Subject to your compliance with this Agreement and payment of applicable subscription fees, the Company grants you a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Service solely for your internal business and professional purposes in the healthcare, pharmaceutical, life sciences, or related sectors. You shall use the Service only in accordance with applicable laws, regulations, and professional standards and solely for its intended purpose as an AI-powered informational and support tool. You shall not use the Service for personal, consumer, clinical diagnosis, patient treatment, or any unlawful or unauthorized purposes, or in any manner that may harm, disrupt, or impair the Service or the Company’s rights.

5. Prohibited Use

You shall not, and shall not permit any third party to, directly or indirectly:

• use the Service in violation of any applicable law, regulation, or professional standard.
• use the Service for clinical decision-making, medical diagnosis, treatment, or patient care.
• upload, input, or transmit any patient data, protected health information (PHI), personal health information, or other sensitive personal data without proper authorization and lawful basis.
• copy, modify, reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying models, or algorithms of the Service.
• use the Service to develop, train, or improve any competing product or service, including competing artificial intelligence systems.
• interfere with, disrupt, or compromise the integrity, security, or performance of the Service.
• provide access to unauthorized people or allow use of the Service for the benefit of any third party without the Company’s authorization; or
• use the Service in any manner that could harm the Company, the Service, or other users.

6. Healthcare and Medical Disclaimer

The Service is an artificial intelligence–based informational tool and is not a medical device and is not intended to diagnose, treat, cure, mitigate, or prevent any disease or medical condition. The Service does not provide medical advice, clinical opinions, treatment recommendations, or healthcare services. Any information or output generated by the Service is for general informational and support purposes only and shall not be relied upon as a substitute for professional medical judgment, clinical development, or regulatory advice. You acknowledge and agree that you are solely responsible for verifying the accuracy and appropriateness of any information obtained from the Service and for all decisions, actions, or omissions made in reliance on such information. The Company expressly disclaims any and all liability arising from the use of the Service for medical, clinical, patient care, or healthcare decision-making purposes.

The Service also does not provide legal advice, regulatory advice, investment advice, or consulting services.

7. Protected Health Information (PHI) Disclaimer

The Company is not a Covered Entity or a Business Associate as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations. The Service is not designed, intended, or authorized to store, process, or transmit protected health information (“PHI”) as defined under HIPAA or any equivalent data protection regulation.

You are strictly prohibited from uploading, inputting, or transmitting any PHI, individually identifiable health information, or patient data through the Service. If the Company becomes aware that PHI has been inadvertently submitted, the Company reserves the right to immediately delete such data without notice and to suspend or terminate your access to the Service. The Company shall have no liability for any deletion of data undertaken pursuant to this Section.

The Company does not enter into Business Associate Agreements (“BAAs”) in connection with the Service. If your use of the Service requires a BAA or similar agreement under applicable law, you must not use the Service for such purpose.

8. Data Ownership and License

You retain all rights, title, and interest in and to any data, information, text, prompts, queries, or other content submitted, uploaded, or transmitted by you through the Service (“User Data”). You hereby grant to the Company a worldwide, non-exclusive, royalty-free license during the term of this Agreement to host, use, process, reproduce, store, and transmit the User Data solely to the extent necessary to: (a) provide, operate, maintain, and support the Service; (b) improve, enhance, and develop the Service and its underlying technologies; and (c) comply with applicable legal and regulatory obligations.

The Company may also use anonymized and aggregated User Data that does not identify you or any individual for analytics, research, and service improvement purposes. Except for the limited rights expressly granted herein, the Company acquires no ownership rights in the User Data.

For the avoidance of doubt, the license granted under this Section does not include the right to sublicense User Data to third parties, except to sub processors and service providers engaged by the Company solely for the purpose of operating and supporting the Service, and subject to obligations of confidentiality and data protection no less protective than those set forth in this Agreement.

9. Intellectual Property

All rights, title, and interest in and to the Service, including the chatbot platform, software, artificial intelligence models, algorithms, databases, design, features, functionality, documentation, and all related intellectual property rights, are and shall remain the exclusive property of the Company and its licensors. Nothing in this Agreement grants you any ownership rights in the Service. Subject to your compliance with this Agreement and payment of applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service solely for your internal business and professional purposes during the subscription term. You shall not copy, modify, distribute, sell, lease, reverse engineer, or create derivative works from the Service, nor remove any proprietary notices or markings. Any feedback, suggestions, or improvements provided by you may be used by the Company without restriction or obligation.

10. Confidentiality

You agree to maintain the confidentiality of and not disclose to any third party any non-public, proprietary, or confidential information relating to the Service, including without limitation its features, functionality, software, algorithms, models, documentation, pricing, and technical or business information (“Confidential Information”), except as required for your authorized use of the Service or as required by applicable law. You shall use at least reasonable care to protect such Confidential Information and shall not use it for any purpose other than as permitted under this Agreement. This obligation shall not apply to information that is publicly available without breach, lawfully received from a third party without restriction, or independently developed without reference to the Confidential Information. The Company may also access and use your Confidential Information solely as necessary to provide and support the Service and in accordance with this Agreement and applicable laws. These confidentiality obligations shall survive the termination or expiration of this Agreement.

11. Privacy and Data Protection

The Company shall collect, use, process, and protect personal data in connection with the provision of the Service in accordance with its Privacy Policy and applicable data protection laws, including but not limited to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the California Consumer Privacy Act (“CCPA”), and other applicable international data protection regulations.

You agree that the Company may process User Data and personal data solely for the purposes of providing, operating, maintaining, and improving the Service, ensuring security, and complying with legal obligations. The Company will implement reasonable technical and organizational measures to protect such data against unauthorized access, disclosure, alteration, or destruction.

You acknowledge and agree that you are responsible for ensuring that any personal data you provide to the Service is collected and shared in compliance with applicable laws and with appropriate authorization, where required.

Where the Company processes personal data of individuals located in the European Economic Area, the United Kingdom, or other jurisdictions requiring specific data transfer safeguards, the Company shall ensure that such transfers are conducted in accordance with applicable law, including through the use of Standard Contractual Clauses, adequacy decisions, or other lawful transfer mechanisms. Details regarding data subject rights, data retention, and international transfers are set forth in the Company’s Privacy Policy.

The use of the Chatbot and related services is subject to and governed by the Company’s Privacy Policy, as may be updated from time to time. By accessing or using the Chatbot, the User acknowledges that they have read, understood, and agree to the collection, use, processing, and disclosure of their personal data in accordance with such Privacy Policy. The User further agrees that it is their responsibility to review the Privacy Policy periodically to remain informed of any updates.

12. Global Use Compliance

The User agrees to access and use the Services in compliance with all applicable local, national, and international laws, rules, and regulations, including without limitation those relating to data protection, privacy, export control, and electronic communications. The User shall not use the Services in any jurisdiction or manner that would violate applicable laws or regulations. The Company makes no representation that the Services are appropriate or available for use in all jurisdictions, and access from territories where such use is unlawful is prohibited. The User is solely responsible for ensuring that their use of the Services complies with applicable legal requirements.

13. Limitation of Liability

To the maximum extent permitted under applicable law, the Company, its affiliates, licensors, and service providers shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, or business interruption, arising out of or relating to the use of or inability to use the Services, the Chatbot, or any content or output generated therefrom, even if advised of the possibility of such damages.

To the fullest extent permitted by law, the total aggregate liability of the Company arising out of or in connection with the Services, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total subscription fees actually paid by the User to the Company for the Services during the six (6) months immediately preceding the event giving rise to the claim.

Nothing in this Agreement shall exclude or limit liability to the extent such liability cannot be excluded or limited under applicable law, including but not limited to liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

14. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, service providers, and their respective directors, officers, employees, agents, and representatives from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or relating to:

• your access to or use of the Services or the Chatbot in violation of this Agreement or applicable law;
• your misuse of the Services, including reliance on or use of any outputs generated by the Chatbot;
• any data, content, or information submitted, uploaded, or transmitted by you through the Services, including any claim that such content infringes, misappropriates, or violates the intellectual property, privacy, confidentiality, or other rights of any third party;
• your violation of any applicable healthcare, pharmaceutical, or data protection laws or regulations;  or
• your breach of any representation, warranty, or obligation under this Agreement.

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall fully cooperate with the Company in asserting any available defenses. This indemnification obligation shall survive termination or expiration of this Agreement.

15. Suspension and Termination

The Company reserves the right to suspend or restrict your access to the Services, in whole or in part, immediately and without prior notice, if the Company reasonably determines that: (a) you have violated this Agreement or applicable law; (b) your use of the Services poses a security risk, may adversely impact the Services, or may expose the Company or any third party to liability; (c) you have failed to pay applicable fees when due; or (d) suspension is necessary to comply with legal or regulatory requirements.

The Company may terminate this Agreement immediately upon written notice if you materially breach this Agreement and fail to cure such breach within fifteen (15) days of receiving notice of the breach, or if the breach is incapable of cure.

Upon termination or expiration of this Agreement for any reason:

• Your right to access and use the Services shall immediately cease;
• You shall promptly pay all outstanding fees due to the Company;
• Each party shall return or securely delete the other party’s Confidential Information, subject to applicable law and the Company’s data retention policies; and
• the Company shall delete or anonymize User Data within sixty (60) days of termination, unless retention is required by applicable law or regulation, in which case the Company shall notify the User of the legal basis for such retention.

Any provisions which by their nature should survive termination, including but not limited to intellectual property, confidentiality, limitation of liability, indemnification, and governing law, shall survive termination of this Agreement.

16. Disclaimer of Warranty

The Services, including the Chatbot and all content, information, and outputs generated therefrom, are provided on an “as is,” “as available,” and “as-provided” basis, without warranties of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by applicable law, the Company expressly disclaims all warranties, representations, and conditions, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, completeness, availability, or uninterrupted or error-free operation.

The Company does not warrant that the Services or Chatbot outputs will be accurate, clinically validated, suitable for medical, healthcare, pharmaceutical, regulatory, or commercial decision-making, or compliant with any specific legal or regulatory requirements. The User acknowledges that AI-generated outputs may contain errors, omissions, or inaccuracies and that the User is solely responsible for reviewing, verifying, and determining the appropriateness of any outputs before relying on them. The Company further disclaims any warranty that the Services will meet the User’s requirements, achieve any intended results, or operate without interruption, delay, or security vulnerabilities.

17. Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, government actions or orders, war, terrorism, civil unrest, labor disputes, power or telecommunications failures, cyberattacks, denial-of-service attacks, cloud service provider outages, or failures of third-party infrastructure (“Force Majeure Event”). The affected party shall promptly notify the other party of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice to the other party.

18. Dispute Resolution and Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall first be subject to good faith negotiation between the parties for a period of thirty (30) days following written notice of the dispute.

If the dispute cannot be resolved through negotiation, it shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The seat of arbitration shall be Chicago, Illinois. The arbitration shall be conducted by a single arbitrator. The language of the arbitration shall be English. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

The parties waive the right to participate in class action lawsuits or class-wide arbitration.

19. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. For any matters not subject to arbitration under Section 18, the courts located in Delaware shall have exclusive jurisdiction, and the parties hereby irrevocably submit to the exclusive jurisdiction of such courts.

20. Changes to this Agreement

The Company reserves the right, at its sole discretion, to modify, update, or revise this Agreement and the Services, in whole or in part, at any time. Any such changes shall become effective upon posting the updated version on the Company’s website or otherwise notifying the User through reasonable means, including via email or through the Services. The “Last Updated” date at the top of the Agreement shall indicate when the latest changes were made.

Your continued access to or use of the Services following the effective date of the revised Agreement constitutes your acceptance of the modified terms. If you do not agree to the revised terms, you must discontinue use of the Services. The Company will use reasonable efforts to provide at least thirty (30) days’ advance notice of material changes that adversely affect your rights or obligations, where practicable.

21. Miscellaneous

Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Entire Agreement. This Agreement, together with the Privacy Policy and any applicable order forms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and representations.

Waiver. No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and the failure of either party to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

Assignment. You may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement without restriction.

Notices. All notices under this Agreement shall be in writing and shall be deemed given when delivered by email to the address associated with your account or, in the case of the Company, to the address specified on the Website.