Terms of Service

These Terms of Service ("Agreement") govern your access to and use of the Venari platform and data services ("Service") provided by Venari Data ("Venari", "we", "us", or "our"). By creating an account or using the Service, you ("Customer") agree to be bound by this Agreement.

1. Definitions

"Authorized Users" means the individuals Customer has authorised to access the Service under Customer's subscription, limited to Customer's employees and contractors.

"Venari Data" means the pharmacokinetic data, extracted parameters, study summaries, compound classifications, and any other structured or processed data, content, algorithms, and outputs made available through the Service, whether generated by Venari's systems, AI models, or employees.

"Customer Account Data" means information provided by Customer for the purpose of creating and managing an account, such as name, email address, and billing details.

"Fees" means the subscription fees payable by Customer as set out during checkout or in any written agreement between the parties.

"Term" means the subscription period purchased by Customer.

"Confidential Information" means all non-public information disclosed by either party that is marked confidential or that should reasonably be understood to be confidential given the nature of the information. Confidential Information does not include information that is (i) publicly known through no fault of the receiving party, (ii) already known to the receiving party prior to disclosure, (iii) disclosed to the receiving party by a third party without restriction, or (iv) independently developed by the receiving party without use of the disclosing party's information.

2. Licence

Subject to Customer's compliance with this Agreement and timely payment of all Fees, Venari grants Customer a limited, revocable, worldwide, non-exclusive, non-sublicensable, and non-transferable licence to access and use the Service and Venari Data solely for Customer's internal business purposes during the Term.

3. Usage Restrictions

The following restrictions are essential conditions of this Agreement. Any breach may result in immediate termination of access.

Customer shall not, directly or indirectly:

Resell, sublicense, redistribute, or repackage the Service or Venari Data, in whole or in part, to any third party, whether for commercial gain or otherwise. This includes but is not limited to: selling or licensing access to Venari Data, incorporating Venari Data into a competing or derivative product or service, providing access to the Service on a bureau, timesharing, or similar basis, or making Venari Data available through any API, data feed, or bulk download to third parties.
Use Venari Data to train, fine-tune, or evaluate any machine learning model, AI system, or statistical model for commercial purposes, or to create any data product intended for external distribution.
Allow access to the Service by anyone other than Authorized Users.
Remove, alter, or obscure any copyright, trademark, or proprietary notices associated with the Service or Venari Data.
Reverse engineer, decompile, or disassemble any part of the Service.
Use the Service in any manner that violates applicable laws or regulations.
Use the Service to benchmark or evaluate Venari against a competitor without Venari's prior written consent.

Customer may include limited extracts of Venari Data in internal reports, presentations to investors or advisors, and regulatory submissions, provided that (i) such use is strictly non-commercial, (ii) Venari is credited as the source, and (iii) the extract does not constitute a substantial portion of Venari Data.

4. Account Security

Each Authorized User must have unique login credentials. Customer is responsible for maintaining the confidentiality of all credentials and for all activity conducted under Customer's account. Customer must notify Venari promptly at help@venaridata.com of any unauthorised access or suspected security breach.

5. Fees and Payment

Fees are due in advance and are non-refundable except as expressly set out in this Agreement. Subscriptions renew automatically at the end of each Term unless Customer provides written notice of cancellation at least 30 days before the renewal date.

Venari reserves the right to update pricing upon 30 days' notice prior to any renewal. If Customer's payment fails, Venari may suspend access until payment is received. All amounts are exclusive of applicable taxes, which remain Customer's responsibility. Overdue amounts accrue interest at 1% per month or the maximum rate permitted by law, whichever is lower.

6. Intellectual Property

Venari exclusively owns and retains all right, title, and interest in and to the Service and Venari Data, including all intellectual property rights therein — including patents, copyrights, database rights, trade secrets, and any AI-generated or algorithmically-produced outputs. Nothing in this Agreement transfers any ownership rights to Customer.

Customer retains ownership of any data or content it submits to the Service ("Customer Data"). Customer grants Venari a limited licence to use Customer Data solely to provide and improve the Service. Venari will not share Customer Data with third parties except as necessary to deliver the Service or as required by law.

If Customer provides feedback or suggestions about the Service, Venari may use that feedback without restriction or obligation to Customer.

7. Term and Termination

This Agreement begins when Customer creates an account and continues for the duration of the Term, renewing automatically as described in Section 5.

Either party may terminate this Agreement upon 30 days' written notice if the other party materially breaches this Agreement and fails to cure the breach within that notice period. Venari may terminate immediately upon written notice if Customer breaches Section 3 (Usage Restrictions) or becomes insolvent.

Upon termination: (i) Customer's access to the Service ends immediately; (ii) all unpaid Fees become immediately due; and (iii) each party shall promptly destroy the other's Confidential Information in its possession. If Venari terminates due to its own material breach, it will refund any prepaid Fees on a pro-rata basis for the unused portion of the Term.

Sections 3, 6, 8, 9, 10, and 11 survive termination of this Agreement.

8. Warranties and Disclaimers

Venari warrants that the Service will perform materially in accordance with its documentation during the Term. If the Service fails to meet this warranty, Venari will use commercially reasonable efforts to correct the issue. If Venari is unable to do so, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid Fees.

Except as expressly stated above, the service and venari data are provided "as is" without warranty of any kind. Venari expressly disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Venari does not warrant the accuracy, completeness, or suitability of venari data for any specific purpose. Customer is responsible for verifying the suitability of venari data before relying on it for any decision.

9. Limitation of Liability

To the fullest extent permitted by law, venari's total aggregate liability to customer arising out of or related to this agreement shall not exceed the total fees paid by customer in the twelve (12) months preceding the claim. In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or data, even if advised of the possibility of such damages.

The limitation in this Section does not apply to Customer's obligations under Section 3 (Usage Restrictions) or to either party's liability for fraud, wilful misconduct, or death or personal injury caused by negligence.

10. Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party or use it for any purpose other than as necessary to exercise its rights or fulfil its obligations under this Agreement. This obligation continues for three (3) years after the end of the Term. Each party may disclose Confidential Information to the extent required by applicable law, provided it gives the other party reasonable prior notice to seek a protective order.