Terms of Service

ConDrug – Terms of Service

Effective Date: November 7, 2025
Entity: Aurealcraft Inc., a Delaware corporation, d/b/a “ConDrug” (“ConDrug,” “we,” “us,” “our”).
Contact: legal@aurealcraft.com | Notices Address: Aurealcraft Inc., [Insert mailing address], Delaware, USA.

IMPORTANT: BY CREATING AN ACCOUNT, ACCESSING, OR USING THE SERVICE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY; IN THAT CASE “CUSTOMER,” “YOU,” AND “YOUR” REFER TO THAT ENTITY.

1) The Service

1.1 Description. ConDrug provides a cloud software platform for pharmacovigilance-oriented search, analytics, visualization, report generation, and AI-assisted interpretations using curated/normalized regulatory and public data sources (e.g., drug labels, NDCs, related documents) and Customer-provided inputs (the “Service”).
1.2 No Clinical, Medical, or Regulatory Advice. The Service is for informational purposes only and is not a medical device, treatment, diagnosis, or a substitute for professional judgment. You are solely responsible for clinical, safety, quality, and regulatory decisions.
1.3 Not GxP/Part 11 Validated (Unless Agreed). The Service is not validated for GxP/21 CFR Part 11 or similar regulated use unless a separate, signed validation & quality agreement expressly states otherwise.
1.4 AI Features. AI outputs may be inaccurate, incomplete, time-delayed, or reflect model limitations. You must review, validate, and approve any AI output before use.

2) Accounts & Eligibility

2.1 Registration. You must provide accurate information and keep it updated. User credentials are personal; do not share them.
2.2 Age/Authority. You must be at least the age of majority and have authority to contract.
2.3 Customer Administrators. Your admins control seat assignments, permissions, and data within your account.

3) Subscriptions, Trials, Fees & Taxes

3.1 Plans. We offer subscription plans (e.g., Starter, Growth) with usage allotments (e.g., scans/credits, rate limits) as described in the Order, online checkout, or dashboard (the “Order”).
3.2 Auto-Renewal. Subscriptions automatically renew for the same term unless canceled per Section 15.
3.3 Fees. You will pay the fees shown in the Order (plus applicable taxes and withholdings). All fees are in U.S. dollars, non-cancelable and non-refundable, except as expressly stated here.
3.4 Usage Overage. If you exceed plan limits (e.g., scans/credits/RPM), you authorize us to bill overage at the then-current rates. We may throttle or suspend excess use to protect the platform.
3.5 Billing Issues. Unpaid amounts may accrue late fees (1.5%/mo or max allowed), collections costs, and cause suspension.
3.6 Trials/Promotions. Trial access is “AS IS,” may be changed or terminated any time, and converts to paid unless you cancel before the trial end.
3.7 Taxes. Fees exclude taxes, duties, and levies; you are responsible for them (excluding our income taxes).

4) Customer Data & Privacy

4.1 Ownership. You retain all rights to Customer Data (data/content you submit to the Service).
4.2 License to Operate the Service. You grant us a worldwide, non-exclusive license to host, process, display, and transmit Customer Data to provide and support the Service, prevent fraud/abuse, fulfill legal duties, and generate Aggregated/De-identified Data (Section 4.3).
4.3 Usage Data & Aggregates. We may collect technical/usage telemetry and create Aggregated/De-identified Data that does not identify you or your users. We own such data and may use it for analytics, benchmarking, and improving the Service.
4.4 Privacy Policy & DPA. Our processing is described in the Privacy Policy (incorporated by reference). If required under GDPR/UK GDPR or similar, a Data Processing Addendum (with SCCs/IDTA as applicable) will govern cross-border transfers and subprocessors.
4.5 No PHI Without BAA. Do not submit Protected Health Information (PHI) or other regulated personal data unless we have executed a Business Associate Agreement or relevant written addendum. We may delete or suspend accounts that submit prohibited data.
4.6 Sensitive/Export-Controlled Data. You will not upload ITAR/EAR-controlled content, state secrets, or other restricted data without our prior written consent.

5) Third-Party Content & Sources

5.1 Sources. The Service may access or display third-party data (e.g., regulatory/public datasets such as FDA labeling/NDC). We do not control and are not responsible for third-party content.
5.2 Open Source/Third-Party Components. The Service may include open-source software under their licenses; those licenses are incorporated by reference and prevail solely for the applicable components.

6) Acceptable Use

You will not (and will not permit others to):

7) Service Access; SLA; Beta

7.1 Availability. We aim for high availability but do not guarantee uninterrupted operation. Maintenance, security events, and third-party outages may affect access.
7.2 Support. Support tiers and response targets (if any) are described in your plan or Order.
7.3 Beta/Preview. Beta features are AS IS, may be unstable, and may be discontinued; use is at your risk.

8) Intellectual Property; Feedback

8.1 Our IP. We and our licensors own the Service, software, models, workflows, schemas, documentation, and all related IP. No rights are granted except as expressly stated.
8.2 Feedback. You grant us a perpetual, irrevocable, royalty-free license to use suggestions or feedback without restriction.

9) Reports, Exports, and Branding

9.1 Reports/Exports. You are responsible for review, validation, retention, and regulatory suitability of any reports (PDF/CSV) or exports generated through the Service.
9.2 Branding. Some plans allow branded reports; you represent that you have rights to use the logos/marks you upload and you grant us the right to display them in your reports.

10) Compliance; Government Use

10.1 Legal Compliance. You will comply with all applicable laws/regulations (pharmacovigilance, advertising, privacy, anti-corruption).
10.2 Export/Sanctions. The Service may be subject to U.S. export controls and sanctions (OFAC/EAR). You represent you are not located in or a resident of any embargoed country or restricted list.
10.3 U.S. Government. The Service is commercial computer software with restricted rights; government use is subject to FAR 12.211/12.212 and DFARS 227.7202.

11) Confidentiality

Each party must protect the other’s non-public information with at least reasonable care and use it only to perform this Agreement. This excludes information that is public, independently developed, or rightfully received without confidentiality duty.

12) Warranties; Disclaimers

12.1 Mutual. Each party represents it has authority to enter this Agreement.
12.2 Service Warranty. We will provide the Service in a professional manner substantially in accordance with documentation. Your exclusive remedy is re-performance or, if we cannot, a pro-rata refund of prepaid fees for the affected period.
12.3 DISCLAIMERS. EXCEPT AS EXPRESSLY STATED, THE SERVICE, OUTPUTS, AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR THAT THE SERVICE IS ERROR-FREE OR WILL MEET YOUR REQUIREMENTS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING ANY OUTPUTS BEFORE RELYING ON THEM.

13) Indemnification

13.1 By You. You will defend, indemnify, and hold harmless ConDrug and its affiliates, officers, directors, and personnel from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) your Customer Data; (b) your use of the Service in violation of this Agreement or law; (c) your products, decisions, or services, including clinical/regulatory actions; (d) PHI or regulated data submitted contrary to Section 4.5.
13.2 By Us (IP). We will defend and indemnify you from third-party claims alleging that the Service (as provided by us) directly infringes U.S. IP rights, and pay finally awarded damages or settlements we approve, provided you promptly notify us and we control the defense. We may (at our option) procure rights, modify the Service, or terminate access with a pro-rata refund. This obligation does not apply to claims based on combinations with non-ConDrug items, Customer Data, or use contrary to documentation.

14) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(a) NO INDIRECT DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE/GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.
(b) CAP. EXCEPT FOR YOUR PAYMENT OBLIGATIONS, YOUR BREACH OF IP/ACCEPTABLE USE/CONFIDENTIALITY, OR YOUR INDEMNITY OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNTS PAID BY YOU TO CONDRUG IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN SUCH CASES, THE LIMITS APPLY TO THE FULLEST EXTENT PERMITTED.

15) Term; Termination; Suspension

15.1 Term. This Agreement starts when you first accept it and continues while you use the Service and/or have an active subscription.
15.2 Termination for Convenience. You may terminate auto-renewal at any time via the dashboard; termination takes effect at the end of the current term (no refunds for unused periods).
15.3 Termination for Cause. Either party may terminate for material breach not cured within 30 days after written notice.
15.4 Suspension. We may suspend the Service immediately for security risks, fraud, non-payment, violation of law, or material breach.
15.5 Effect. Upon termination/suspension, your access stops. On request within 30 days after termination, we will make available a limited export of Customer Data in a common format if your account has no outstanding balance, except where prohibited by law or third-party restrictions. We may delete data thereafter per our retention schedule.

16) Modifications

We may modify the Service, features, or these Terms to improve or address legal/operational needs. If changes are material, we will notify you (e.g., email or in-product). Continued use after the effective date constitutes acceptance.

17) Publicity

Unless you opt out by written notice, we may use your name and logo in customer lists, websites, and brief factual case descriptions. We will follow any brand guidelines you provide.

18) Order of Precedence; Entire Agreement

If there is a conflict, the following order applies: (1) a mutually executed Order or Master Agreement addendum, (2) the Data Processing Addendum (for privacy matters), (3) these Terms, and (4) documentation. This is the entire agreement and supersedes prior proposals and communications.

19) Assignment

You may not assign this Agreement without our prior written consent, except to a successor in connection with a merger, reorganization, or sale of substantially all assets (with notice). We may assign to an affiliate or in connection with corporate transactions. Any non-permitted assignment is void.

20) Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, acts of government, war, labor disputes, internet/service-provider failures), excluding payment obligations.

21) Notices

Notices must be in writing and deemed given when sent by (a) email to your account email, and to legal@aurealcraft.com for ConDrug, (b) courier with tracking, or (c) in-product notifications for operational matters.

22) Governing Law; Dispute Resolution; Arbitration

22.1 Law & Venue. This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict of laws.
22.2 Arbitration; Class Waiver. Any dispute arising out of or related to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in Wilmington, Delaware, before one arbitrator, in English. YOU AND CONDRUG WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. The Federal Arbitration Act governs arbitrability. The arbitrator may award injunctive relief only for the parties before them.
22.3 30-Day Opt-Out. You may opt out of arbitration/class waiver by emailing legal@aurealcraft.com within 30 days after first accepting these Terms; the subject line must read “Arbitration Opt-Out.”
22.4 Equitable Relief. Notwithstanding the above, either party may seek temporary injunctive relief in any court of competent jurisdiction to prevent unauthorized disclosure or use of Confidential Information or IP.

23) DMCA & IP Complaints

If you believe content infringes your IP, send a notice to dmca@aurealcraft.com with: (i) your contact info, (ii) identification of the work and material claimed to be infringing, (iii) a statement under penalty of perjury of your good-faith belief, and (iv) your signature. We may remove or disable content and terminate repeat infringers.

24) Regional Terms (if applicable)

24.1 EEA/UK/Switzerland. Our DPA (with SCCs/IDTA) applies where GDPR/UK GDPR covers processing. You are the controller; we are the processor for Customer Data.
24.2 California. For CCPA/CPRA, we act as a “service provider” with respect to Customer Data and will not sell/share such data except as permitted.

25) Definitions

Plan-Specific Terms (Examples)

Starter. Single seat; monthly scan/credit limits; no AI commentary or branded reports unless stated.
Growth. Multi-seat; higher limits; includes AI commentary, PDF/CSV export, branded reports; overage billed per published rates.
Enterprise. SSO/SLA/validation options only under a signed Order and, if applicable, a validation/quality agreement.

Last Notes

By using ConDrug, you acknowledge that you have read, understood, and agree to these Terms.