LighthouseAI End-User License Agreement

 

Last Revised: June 20, 2024

THIS IS A LEGAL AGREEMENT BETWEEN SUBSCRIBER AND PHARMA SOLUTIONS USA, INC. DBA LIGHTHOUSEAI (“LIGHTHOUSEAI”) (“PROVIDER”). BY ACCESSING AND/OR USING THE SERVICES, SUBSCRIBER IS AGREEING, ON BEHALF OF AN INDIVIDUAL AND/OR A LEGAL ENTITY, TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  

1. DEFINITIONS. As used in the Agreement, the following defined terms shall apply:

1.1. Affiliate means, with respect to a party, any entity which directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, through majority ownership of voting securities or equity interests.  

1.2. Agreement means this Agreement, and any other documents incorporated herein by reference. 

1.3. Consulting Services means the consulting, management, monitoring and other services that are not technical support services offered by or on behalf of Provider. Consulting Services are not included in software-as-a-service offerings but may be ordered separately to the extent available.

1.4. Infringement Claim means any claim, suit or proceeding brought against Subscriber based on an allegation that the Services, as delivered by Provider, infringes upon any patent or copyright or violates any trade secret rights of any third party.  

1.5. Fees means all Provider fees applicable to the Services. 

1.6. Logs means records of Services, including, but not limited to, data and information on performance, stability, usage, security, support, and technical information about devices, systems, related software, services or peripherals associated with Subscriber’s use of Services. 

1.7. Order means any initial or subsequent ordering document (including, but not limited to, a Proposal), auto-renewal (if applicable and you have not provided notice of non-renewal), and/or online request for access to the Services submitted to Provider, a Provider authorized reseller, and/or through Provider product websites. 

1.8. PHI means personal health information covered by US HIPAA regulations.  

1.9. Product Documentation means manuals, instructions, and other documents and materials that Provider provides or makes available to Subscriber in any form or medium which describe the functionality, components, features or requirements of the Services, as amended from time to time. 

1.10. Provider means LighthouseAI, a Delaware corporation having its principal place of business at 705 Montgomery Avenue, Suite 200, Penn Valley, Pennsylvania 19072. 

1.11. Provider Marks means Pharma Solutions USA, Inc., DBA LighthouseAI, a Delaware corporation having its principal place of business at 705 Montgomery Avenue, Suite 200, Penn Valley, Pennsylvania 19072.

1.12. Subscriber means the legal entity or individual that has ordered Services or Consulting Services from Provider. 

1.13. Subscriber Account means an account for Subscriber that is required to access and utilize the applicable Services. 

1.14. Subscriber Content means any data uploaded to Subscriber’s Account for storage or data in Subscriber’s computing environment to which Provider is provided access in order to perform Services. Subscriber Content shall be treated as confidential information subject to the standard of care set forth in Section 9.7. 

1.15. Proposal means a jointly executed Provider proposal relating to the Services licensed under this Agreement. 

1.16. Services means the generally available Provider software-as-a-service offerings inclusive of any services delivered through any unified, hosted Provider service delivery platform, including any on-premises components (e.g., client software, tools, on-premises software), and Updates, all as further described in the Documentation, as well as technical support services. Services availability is subject to continuing general availability as determined by Provider. Provider may update the Services with Updates at any time in its sole discretion. Services are of an electronic nature delivered to you remotely via a technology infrastructure and with minimal or no human intervention. 

1.17. Taxes means the customer is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than Provider’s income tax. Fees and expenses are exclusive of Taxes. Customer shall pay all taxes not otherwise invoiced by Provider but required to be paid by applicable law or tax authority directly to the applicable tax authority.  If requested, Customer shall promptly provide Provider with verification of such payment.  Customer shall provide tax exemption certificates or other applicable tax documents as reasonably requested by Provider. The parties shall cooperate with each other as reasonably requested in the event of an audit or inquiry by a tax authority or other governmental authority with respect to payments made or due hereunder. Without limiting the foregoing, if Customer is required to deduct or withhold any Taxes under applicable laws outside the United States in respect to any payments to Company, Customer shall remit such Taxes in accordance with those laws and all fees payable shall be increased such that Company receives an amount equal to the sum it would have received had no withholding or deduction been made.

1.18. Updates means any corrections, bug fixes, features or functions added to or removed from the Services, but shall not include any new Service(s) not generally included with the Services purchased.  

1.19. Use Level means the purchased Service entitlement(s) under the license model(s) by which Provider measures, prices and offers the Services to Subscriber. 

1.20. User means an individual that is authorized by Subscriber to access the Services through Subscriber’s assignment of a single user ID. This applies under the User licensing model. 

2. RIGHTS.

2.1. Right to Use Service for Business. Subject to these terms, Provider will provide the Services set forth in any Order that Provider has accepted. Subscriber acknowledges that Services are not intended for use by consumers and are only for business and professional purposes as expressly granted in this Agreement. Provider hereby grants Subscriber a limited, personal, non-exclusive, non-transferable worldwide license to use the Services for internal use in accordance with the Use Level purchased. Technical support for the Services is provided as described in the Documentation. Updates to the Services are managed by Provider and included in the Fees. Subscriber shall use the then-current version of the Services, including any Updates, as made available by Provider. To the extent that Affiliates use the Services, Subscriber warrants that it has the authority to bind those Affiliates and will be liable to Provider in the event any Affiliate fails to comply with this Agreement. Subscriber may purchase Consulting Services in support of Services. With respect to Consulting Services, all intellectual property rights in all deliverables, pre-existing works and derivative works of such pre-existing works, as well as developments made, conceived, created, discovered, invented, or reduced to practice in the performance of the Consulting Services are and shall remain the sole and absolute property of Provider, subject to a worldwide, non-exclusive license to Subscriber for internal use.  

2.2. Limitations on Use. Except to the extent permitted by applicable law, Subscriber agrees not to (i) modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Services and/or Provider technology; (ii) knowingly or negligently access or use the Services in a manner that abuses or disrupts the Provider networks, security systems, Subscriber Accounts, or Services of Provider or any third party, or attempt to gain unauthorized access to any of the above through unauthorized means; (iii) transmit through or post on the Services any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous or otherwise unlawful; (iv) market, offer to lease, sell, and/or resell the Services or use the Services for service bureau or time sharing or in any other way allow third parties to exploit the Services; (v) if the Subscriber is a Provider competitor, use the Services directly or indirectly for competitive development, benchmarking or analysis, except to the extent permitted under applicable law. 

2.3. Violations of Limitations on Use. If Subscriber becomes aware or receives notice from Provider that any Subscriber Content or any User’s access to or use of Subscriber Content violates Section 2.2, Subscriber must take immediate action to remove the applicable part of the Subscriber Content or to suspend the User’s access to the Services, as applicable. Provider may ask Subscriber to remediate, and if Subscriber fails to comply with such request, Provider may suspend the Services pursuant to Section 9.8. 

2.4. Proprietary Rights. Except for the limited use rights expressly granted herein, Subscriber has no right, title or interest in or to the Services or Provider Marks or any intellectual property rights related thereto.  

3. ORDERS, FEES AND PAYMENT. Subscriber may order Services using the Provider then-current ordering processes. Subscriber is responsible for all Fees and Taxes on Orders. Payment is due for a Service for the term purchased, including any renewals, pursuant to the payment schedule of the applicable license model. If you purchase a multi-year subscription for any Service, or multi-year renewal, your purchase is for the full value of all years of the subscription, even if required payments are annual. In the event you fail to pay any annual payment on a multi-year subscription, or multi-year renewal, and such default shall continue for a period of thirty (30) days, then any and all remaining amounts for the relevant subscription shall become immediately due and payable. If you purchase a subscription under a consumption-based license model, your purchase constitutes your agreement to be invoiced for and pay for consumption at intervals and pricing as defined in the license model. Subscriptions are auto-renewing (which includes consumption models). Your purchase constitutes your agreement to auto-renewals for same term as initially purchased. Provider will provide e-mail notice of each subscription renewal at least sixty (60) days in advance of renewal. You maintain the right to give e-mail notice of non-renewal to Provider at least thirty (30) days in advance of renewal. Each consumption model invoice shall constitute an auto-renewal notice under consumption models. Unless you complete a renewal through a Provider authorized reseller, you understand and agree that a subscription renewal will be through and due and payable to Provider. Fees may increase and discounts may not apply to renewals. All Orders, including for renewals, are subject to acceptance by Provider in its discretion. Payments to Provider are due net thirty (30) days after the date of its invoice. Late payments will be subject to an interest rate of up to one percent (1%) per month on the unpaid balance from the due date. All purchases are final, with no right to a refund, except as expressly provided under Sections 4.2, 6.1 and 7 of this Agreement. Provider reserves the right, in its discretion, to suspend or terminate the Services or any portion thereof for non-payment of Fees.

4. TERM AND TERMINATION. 

4.1. Term. The terms of this Agreement shall apply for the period of Services set forth under accepted Orders, including any renewals, or for the offered period of a Beta, Tech Preview or Trial subscription.  

4.2. Termination for Cause. Either party may terminate a specific Service if the other party breaches any of its material obligations as to the specific Service, and fails to cure within thirty (30) days of receipt of written notice from the non-breaching party. In the event of termination by Subscriber for Provider material breach, Subscriber shall be entitled to a refund of any unused prepaid Fees, and relief from any subsequent annual payments due, with respect to such Services. Either party may immediately terminate the Agreement if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business. Provider may immediately terminate the Agreement if the Subscriber breaches Sections 2, 5 or 9.12.  

4.3. Effect of Termination. Upon termination, Subscriber will immediately discontinue all access and use of the specific Service. Neither party shall be liable for any damages resulting from termination, including without limitation unavailability of Subscriber Content arising therefrom; provided, however, termination shall not affect any claim arising prior to the effective termination date. Provider shall have the right to invoice Subscriber and Subscriber agrees to pay for any use of the Service past the date of termination other than Subscriber’s access to download Subscriber Content.  

5. SUBSCRIBER CONTENT AND SUBSCRIBER ACCOUNT. 

5.1. Subscriber Content. Subscriber retains all rights to any and all of its Subscriber Content, subject to a non-exclusive, worldwide, royalty-free, license to Provider as necessary to provide and improve the Services hereunder. Each party shall apply reasonable technical, organizational and administrative security measures, as appropriate relative to the Services, to keep Subscriber Content protected in accordance with industry standards as identified in Section 9.7. Service interaction with Subscriber Content varies depending on the nature of the Service. If Provider reasonably believes a problem with the Services may be attributable to Subscriber Content or use of the Services, Subscriber shall cooperate with Provider to identify the source of and to resolve the problem. Subscriber shall comply with all intellectual property laws and obligations related to the Subscriber Content, as well as all legal duties applicable to Subscriber by virtue of using the Services, including providing all required information and notices and obtaining all required consents. This Agreement states Provider’s exclusive obligations with respect to care of Subscriber Content. For Services that provide for download of Subscriber Content, Subscriber shall have thirty (30) days to download Subscriber Content after expiration or termination and must contact Provider technical support for download access and instructions. Except for the foregoing, Provider has no obligation to maintain Subscriber Content following expiration or termination of the Agreement (or Subscriber’s Account for the affected Services).

5.2. Subscriber Account. Subscriber is solely responsible for (i) the configuration of Subscriber’s Account; (ii) the operation, performance and security of Subscriber’s equipment, networks and other computing resources used to connect to the Services; (iii) ensuring all Users exit or log off from the Services at the end of each session in accordance with Subscriber’s session policy; (iv) maintaining the confidentiality of Subscriber’s Account, User id’s, conference codes, passwords and/or personal identification numbers used in conjunction with the Services, including not sharing login information among Users; and (v) all uses of the Services that occur using Subscriber’s password or Account. Subscriber will notify Provider immediately of any unauthorized use of its Account or any other breach of security. Ownership of Subscriber’s Account is directly linked to the individual or entity that completes the registration process for the Account. Subscriber acknowledges that Provider will rely on the information provided for issues arising with the Subscriber Account.  

5.3. Subscriber Account Access/Instructions. The Subscriber Account owner, and any authorized User, will have access to information in the Subscriber Account. Provider will not provide access to any other User at any time. Subscriber agrees that Provider may rely on instructions given by the Subscriber Account owner either through the Account dashboard or via email from the address on file for the Subscriber Account owner. Subscriber agrees not to request access to or information about an account that is not owned by the Subscriber. In the event of a dispute regarding Subscriber Account data, Provider will only release information to another party other than the Subscriber Account owner pursuant to a court order or other notarized waiver and release as determined by Provider.  

6. WARRANTIES AND WARRANTY DISCLAIMER. 

6.1. PROVIDER WARRANTS THAT THE SERVICES WILL MATERIALLY CONFORM TO THE DOCUMENTATION. PROVIDER’S ENTIRE LIABILITY AND SUBSCRIBER’S EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT PROVIDER’S SOLE OPTION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SERVICES OR TO TERMINATE THE NON-CONFORMING SERVICES, AND PROVIDE A PRORATED REFUND OF ANY UNUSED PREPAID FEES FROM THE PERIOD OF NON-CONFORMANCE, AND RELIEF FROM ANY SUBSEQUENT ANNUAL PAYMENTS DUE, WITH RESPECT TO SUCH SERVICE. PROVIDER SHALL PROVIDE CONSULTING SERVICES, IF ANY, IN A PROFESSIONAL MANNER CONSISTENT WITH INDUSTRY STANDARDS. PROVIDER’S ENTIRE LIABILITY AND SUBSCRIBER’S EXCLUSIVE REMEDY UNDER THIS WARRANTY IS RE-PERFORMANCE OF THE CONSULTING SERVICES, OR IF RE-PERFORMANCE IS NOT POSSIBLE, OR CONFORMING, THEN PROVIDER SHALL PROVIDE A REFUND THE AMOUNT PAID FOR THE NON-CONFORMING CONSULTING SERVICES. 

6.2. THE FOREGOING LIMITED WARRANTY DOES NOT COVER PROBLEMS ARISING BY ACCIDENT, ABUSE OR USE IN A MANNER INCONSISTENT WITH THIS AGREEMENT OR RESULTING FROM EVENTS BEYOND PROVIDER’S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, UNAVAILABILITY OF OR OPERATION IN COMBINATION WITH A THIRD PARTY NETWORK OR SYSTEM, HARDWARE, SOFTWARE, SERVICE OR DATA. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, AND ANY CONDITIONS OF QUALITY, AVAILABILITY, RELIABILITY, SECURITY, OR LACK OF VIRUSES, BUGS OR ERRORS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY IF SUBSCRIBER IS LOCATED IN SUCH A JURISDICTION. 

7. INDEMNIFICATION BY PROVIDER. Provider shall indemnify and defend Subscriber against any third party Infringement Claim, and pay reasonable attorneys’ fees, court costs, damages finally awarded, or reasonable settlement costs, with respect to such Infringement Claim; provided that: (i) Subscriber promptly notifies Provider in writing of an Infringement Claim such that Provider is not prejudiced by any delay of such notification; (ii) Provider has sole control over the defense and any settlement of any Infringement Claim; and (iii) Subscriber provides reasonable assistance in the defense of same. If Subscriber’s use of any of the Services is, or in Provider’s opinion is likely to be, enjoined as a result of an Infringement Claim, Provider shall, at its sole option and expense, either (i) procure for Subscriber the right to continue to use the Services as contemplated herein, or (ii) replace or modify the Services to make their use non-infringing without degradation in performance or a material reduction in functionality. If options (i) and (ii) are not reasonably available, Provider may, in its sole discretion and upon written notice to Subscriber, cancel access to the Services and refund to Subscriber any prepaid, but unused, Fees on the Services. Provider assumes no liability, and shall have no liability, for any Infringement Claim based on (i) Subscriber’s access to and/or use of the Services following notice of an Infringement Claim; (ii) any modification of the Services by Subscriber or at its direction; (iii) Subscriber’s combination of the Services with third party programs, services, data, hardware, or other materials; or (iv) any trademark or copyright infringement involving any marking or branding not applied by Provider or involving any marking or branding applied at Subscriber’s request. THE FOREGOING STATES PROVIDER’S SOLE LIABILITY AND SUBSCRIBER’S EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM HEREUNDER.

8. LIMITATION OF LIABILITY. EXCEPT FOR A BREACH BY SUBSCRIBER OF SECTION 2 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSSES, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATING TO: (i) LOSS OF DATA; (ii) LOSS OF INCOME; (iii) LOSS OF OPPORTUNITY; (iv) LOST PROFITS; and (v) UNAVAILABILITY (EXCLUDING CREDITS DUE FOR ANY SERVICE LEVEL AGREEMENT OBLIGATION) OR NON-PERFORMANCE OF ANY OR ALL OF THE SERVICES, IN EACH CASE, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. EXCEPT FOR A BREACH BY SUBSCRIBER OF SECTION 2 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE AFFILIATES, LICENSORS AND SERVICE PROVIDERS ARISING OUT OF THIS AGREEMENT AND/OR THE TERMINATION THEREOF, SHALL BE LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY, OR IN THE CASE OF CONSULTING SERVICES, THE AMOUNTS PAID FOR THE APPLICABLE CONSULTING SERVICE. THE FOREGOING SHALL NOT LIMIT SUBSCRIBER’S OBLIGATIONS TO PAY ANY FEES AND/OR OTHER SUMS DUE UNDER ANY ORDER.

9. ADDITIONAL TERMS.

9.1. U.S. Government End-Users. If Subscriber is a U.S. Government agency, Subscriber hereby acknowledges and agrees that the software being accessed through Services, as well as any software that is downloaded by any User in connection with the Service, constitutes “Commercial Computer Software” as defined in Section 2.101 of the Federal Acquisition Regulation (“FAR”), 48 CFR 2.101. Therefore, in accordance with Section 12.212 of the FAR (48 CFR 12.212), and Sections 227.7202-1 and 227.7202-3 of the Defense Federal Acquisition Regulation Supplement (“DFARS”) (48 CFR 227.7202-1 and 227.7202-3), the use, duplication, and disclosure of the software and related Documentation by the U.S. Government or any of its agencies is governed by, and is subject to, all of the terms, conditions, restrictions, and limitations set forth in this Agreement. If, for any reason, FAR 12.212 or DFARS 227.7202-1 or 227.7202-3 or these license terms are deemed not applicable, Subscriber hereby acknowledges that the Government’s right to use, duplicate, or disclose the software and related Documentation are “Restricted Rights” as defined in 48 CFR Section 52.227-14(a) (May 2014) or DFARS 252.227-7014(a)(15) (Feb 2014), as applicable. Manufacturer is Provider. 

9.2. Services Trial. If a Service offering is identified as a trial (“Trial”), Subscriber may use the Service for a limited period of time for internal demonstration, test, or evaluation purposes. PROVIDER PROVIDES TRIALS “AS IS” AND WITHOUT WARRANTY. ANY SUBSCRIBER DATA UPLOADED IN A TRIAL WILL BE PERMANENTLY LOST UNLESS SUBSCRIBER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL OR EXPORTS SUCH DATA BEFORE THE END OF THE TRIAL PERIOD. These terms supersede any conflicting terms and conditions in this Agreement.  

9.3. Beta and Tech Preview Services. The Services do not include Beta or Tech Preview services. SUBSCRIBER ACKNOWLEDGES THAT ANY SERVICES IDENTIFIED AS BETA OR TECH PREVIEW ARE OFFERED “AS-IS” FOR INTERNAL DEMONSTRATION, TEST OR EVALUATION PURPOSES AND WITHOUT WARRANTY. SUCH SERVICES MAY CONTAIN BUGS, ERRORS AND OTHER DEFECTS. Provider does not make any representations, promises or guarantees that such Services will be publicly announced or made generally available. Provider has no obligation to provide technical support or continued availability, and such services can be suspended or terminated at any time by Provider in its sole discretion with or without notice to Subscriber.  

9.4. Third Party Products, Services or Content. A Service may contain features or functions that enable interoperation with third party products, services or content. Provider may also provide access to third party products, services or content directly within the Services. Third party products, services or content, and Subscriber content in third party services, are not part of the Services and are not warranted or supported by Provider. Your use of such third party products, services or content is subject to the terms of the third party provider. 

9.5. Copyright. Provider reserves the right to delete or disable any allegedly infringing content, to require that Subscriber terminate access of Users who are repeat infringers, and to forward the information in the copyright-infringement notice to the User who allegedly provided the infringing content. 

9.6. Consent to Use Logs. Provider and its service providers may collect and use Logs for purposes of facilitating the Services, including securing, managing, measuring and improving the Services. Logs may be used for purposes not specified in this Section only in an aggregated, anonymized form.  

9.7. Security and Privacy. When providing SaaS Services, technical support services or Consulting Services, Provider will (i) implement and maintain the administrative, physical and technical security controls as set forth in the Provider Services Security Exhibit at https://lighthouseai.com/security-exhibit/, and (ii) process personal data on Subscriber’s behalf as set forth in the Provider Data Processing Addendum at https://lighthouseai.com/data-protection-addendum/. Subscriber agrees to provide any notices, obtain any consents or otherwise establish the legal basis necessary for Provider to access and process personal and other data as specified in this Agreement. The Data Processing Addendum and the Provider Services Security Exhibit are incorporated herein by reference. Services are not designed for, and do not require or support, PHI. 

9.8. Service Level. Services are currently hosted on the Amazon Web Services (AWS) secure cloud.  Provider may change hosting providers at its discretion, but will provide at least thirty (30) days notice of such a change and will use reasonable efforts to reduce any impact on availability of Services. Services are generally available 7/24/365 except during scheduled maintenance performed after contiguous U.S. business hours or on federal holidays. Provider will provide notice of any emergency maintenance or Updates that may impact availability during normal business hours. Except if due to the causes identified below, in the event a Service is unavailable to Subscriber for more than twenty-four (24) hours in a given calendar month, Subscriber may notify Provider to claim a credit for the Service Fee for that month within thirty (30) days of the close of the month to be applied to the next payment due for the Service. The notice must identify the Service, define the dates, times and durations of unavailability, along with supporting logs or records that corroborate the unavailability, and identify the affected Users and their locations, as well any technical support requested or remediation implemented. Provider will verify the claim, and confirm the unavailability did not result from: (i) regularly scheduled maintenance; (ii) Subscriber’s failure to follow configuration requirements for the Service per the Documentation; (iii) abusive behavior, or faulty input; (iv) Subscriber’s unmodified use of a Service after technical support advised Subscriber to modify use of the Service; (v) any component not managed by Provider; (vi) Subscriber defined and controlled security settings, group policies and other configuration policies; (vii) public cloud provider failures, internet service provider failures; or other Subscriber support factors external to Provider’s control; (viii) Subscriber’s employees, agents, contractors, or vendors, or anyone gaining access by means of Subscriber’s passwords or equipment, or otherwise resulting from Subscriber’s failure to follow appropriate security practices; (ix) Subscriber’s attempts to perform operations that exceed Service entitlements; or (ix) Service disruption due to Force Majeure.  

9.9 Suspension of Service. Provider reserves the right to suspend Subscriber’s access to a Service if it determines, in its sole discretion, that (i) payment for the Services is not received within thirty (30) days from the date on which payment is due; (ii) Subscriber’s or its Users’ use of the Services are in breach of this Agreement and not cured as required by Section 4.2; (iii) Subscriber failed to timely address Provider’s request to take action pursuant to Section 2.3; (iv) Subscriber’s use of the Services poses a security or other risk to the Services or to other users of the Services; or (v) suspension is required pursuant to a subpoena, court order or other legal process. Provider agrees to notify Subscriber of any such suspension. Subscriber will remain responsible for all fees incurred before or during any suspension. Provider reserves the right, in its discretion, to impose reasonable Fees to restore archived data upon Subscriber request from delinquent accounts.  

9.10. High-Risk Use. Subscriber acknowledges that the Services are not designed or intended for access and/or use in or with high-risk activities.  

9.11. Voice and Data Charges; Subscriber Connectivity. Subscriber is responsible for all fees and charges imposed by Subscriber’s telephone carriers, wireless providers, and other voice and/or data transmission providers arising out of access to and use of the Services. If Subscriber’s broadband connection and/or telephone service fails, or Subscriber experiences a power or other failure or interruption, the Services may also cease to function for reasons outside of Provider’s control.  

9.12. Assignment. Subscriber may not assign its rights or delegate its duties under this Agreement either in whole or in part without Provider’s prior written consent, except that Subscriber may assign this Agreement in whole to an Affiliate, or a successor in interest as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Subscriber shall provide notice to Provider upon completion of any permitted assignment. Any attempted assignment in violation of the foregoing shall be void. This Agreement will bind and inure to the benefit of each party’s successors or permitted assigns.  

9.13. Export Restriction and Compliance with Laws. Subscriber acknowledges that the Services may be subject to U.S., foreign, and international export controls and economic sanctions laws and regulations and agrees to comply with all such applicable laws and regulations, including, but not limited to, the U.S. Export Administration Regulations (“EAR”) and regulations promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). Subscriber agrees not to, directly or indirectly, allow access to or use of the Services in embargoed or sanctioned countries/regions, by sanctioned or denied persons, or for prohibited end-uses under U.S. law without authorization from the U.S. government. Both parties agree to comply with all other laws, rules and regulations applicable to that party under this Agreement. 

9.14. Audit. To the extent permitted by applicable law, you agree to allow Provider to audit your compliance with this Agreement upon thirty (30) days advance notice and during normal business hours. 

9.15. Notices. All legal notices required under this Agreement shall be in writing and delivered in person or by certified or registered express mail to the address last designated on the account for Subscriber, and the Provider contracting entity as specified below, or such other address as either party may specify by notice to the other party as provided herein. Notice shall be deemed given (i) upon personal delivery; (ii) if delivered by air courier or email, upon confirmation of receipt; or (iii) five (5) days after deposit in the mail. A copy of all legal notices from Subscriber to Provider must also be sent to legal@lighthouseai.com and info@pharma.solutions. Non-legal notices under Section 3.0 or 9.8 may be provided by Subscriber to the Provider email address and shall be deemed effective as of the date and time stamp on the email. Provider may also provide Subscriber with non-legal notices through its website and/or through in-product messaging or dashboards, which shall likewise be deemed effective immediately. 

9.16. Entire Agreement; Order of Precedence. This Agreement, including any Proposal, sets forth the entire agreement and understanding of the parties relating to the Services and Subscriber Content and supersedes all prior and contemporaneous oral and written agreements. For any conflict between these terms and a Proposal, the Proposal shall control. For any conflict between these terms and the Documentation related to a specific Service, these terms shall control. Nothing else, including any other other document or terms submitted by Subscriber with or as part of an Order, shall in any way add to or otherwise modify the Agreement or any Provider license program terms under which an Order is submitted. The terms of this Agreement and/or Documentation or other referenced documents may be updated by Provider from time to time without notice (but will be posted on the Provider website and identified by the last updated date). Subscriber’s continued access to and use of the Services constitutes acceptance of the then-current terms.  

9.17. General Terms. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement. The provisions of Sections 1 (Definitions), 2.2 (Limitations on Use), 2.4 (Proprietary Rights), 3 (Orders, Fees, and Payments), 4.3 (Effect of Termination), 5 (Subscriber Content and Subscriber Accounts), 7 (Indemnification), 8 (Limitation of Liability), 9.15 (Notices), 9.17 (General), and 9.18 (Contracting Party, Choice of Law and Location for Resolving Disputes) shall survive any termination of the Agreement. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between or among the parties. Provider may subcontract responsibilities under this Agreement to Affiliates and/or third parties, but remains responsible for its breach of this Agreement by acts or omissions of such subcontractors. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof. Provider authorized resellers and distributors do not have the right to make modifications to this Agreement or to make any additional representations, commitments, or warranties binding on Provider. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on any party unless agreed to in writing by such party. Provider failure to enforce any term of this Agreement will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. This Agreement may be agreed to online, by use of the Services and/or executed by electronic signature and in one or more counterparts. Neither party will be responsible or have any liability for any delay or failure to perform its non-monetary obligations hereunder to the extent due to unforeseen circumstances or causes beyond its reasonable control, including acts of God, earthquake, fire, flood, sanctions, embargoes, strikes, lockouts or other labor disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorist or other malicious or criminal acts, war, failure or interruption of the internet or third party internet connections or infrastructure, power failures, acts of civil and military authorities and severe weather (“Force Majeure”). The affected party will give the other party prompt written notice (when possible) of the failure to perform due to Force Majeure and use its reasonable efforts to limit the resulting delay in its performance. 

9.18. Contracting Party, Choice of Law and Location for Resolving Disputes. This Agreement is governed by the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania. Any legal suit, action or proceeding arising out of or related to this EULA or the licenses granted hereunder will be instituted in the courts of the Commonwealth of Pennsylvania or federal courts of the United States, in each case located in the city and county of Philadelphia, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The specified state governing law and jurisdiction do not apply to U.S. federal Subscribers.