Terms of Service
The agreement between you and RxGenius.ai governing your use of our Medical Information and Pharmacovigilance platform.
Effective Date: February 01, 2024Agreement
These Terms of Service constitute an agreement between the subscriber ("Subscriber") and RxGenius.ai, effective upon acceptance by the Subscriber. Depending on your location, RxGenius.ai is a product of Chatdok which refers to either:
- Chatdok UG — Am Kohnen 85, 40599, Dusseldorf Germany (for those within the European Economic Area)
- Chatdok Ltd — 236a Evelyn Street, Deptford, SE8 5BZ, London (for those outside the European Economic Area)
The comprehensive subscription agreement, including these Terms, aims to provide the Subscriber with a limited subscription for utilizing RxGenius.ai's hosted product, support, or other services (the "Services").
About RxGenius.ai
RxGenius.ai offers an enterprise-ready generative AI solution for Medical Information and Pharmacovigilance, assisting regulated pharmaceutical companies and e-pharmacies in creating compliant, audit-ready workflows. Our platform provides citation-backed responses to HCP inquiries while simultaneously screening for adverse event signals in real time.
RxGenius.ai's Commitments
3.1 Services
RxGenius.ai will provide the Services to the Subscriber as per one or more online or written ordering documents, each considered a "Service Order," incorporating the Agreement.
3.2 Compliance with Laws
RxGenius.ai commits to adhering to all applicable laws and governmental regulations relevant to the provision of Services.
3.3 Personnel and Performance
RxGenius.ai is responsible for its personnel's performance, ensuring compliance with the Agreement. The term "Affiliate" denotes entities that RxGenius.ai controls, is controlled by, or shares common control with, with "Control" defined as the direct or indirect control of fifty percent (50%) or more of an entity's voting interests.
3.4 Documentation
RxGenius.ai will provide online documentation detailing RxGenius.ai Software and usage guides for the Services.
3.5 Security Measures
RxGenius.ai will maintain Security Measures, including administrative, physical, and technical safeguards to ensure the security and integrity of the Services.
3.6 Protection of Subscriber Personal Data
If RxGenius.ai processes any Subscriber Personal Data, the terms of the Data Processing Addendum (DPA) will apply, incorporating the Standard Contractual Clauses for data protection.
Subscriber Responsibilities
4.1 Custodianship of Subscriber Data
The Subscriber bears full responsibility for Subscriber Data and its provision to the Services in accordance with the terms outlined in the Agreement.
4.2 Oversight of Personnel and Performance
The Subscriber assumes the responsibility for the performance of its personnel, including employees and contractors, ensuring compliance with the terms and conditions set forth in the Agreement.
4.3 Integration of Non-RxGenius.ai Services
The Subscriber has the option to utilize Non-RxGenius.ai Services. RxGenius.ai does not warrant or support these services, and the Subscriber assumes full responsibility for any disclosure, modification, or deletion of Subscriber Data through them.
4.5 Subscriber's Commitments
The Subscriber agrees to:
- Comply with RxGenius.ai's Terms of Use and applicable laws
- Prevent unauthorized access or use of the Services
- Not use the Services for fraudulent purposes
- Not reverse engineer, decompile, or extract source code of the Services
- Not copy, modify, or create derivative works of the Services without authorization
- Obtain consents necessary for the processing of Subscriber Data
- Not sell, resell, license, or sublicense the Services without authorization
Term and Termination
5.1 Duration
These Terms remain effective during the term of any Service Order that incorporates the Agreement. Renewals are subject to notice by either party at least thirty (30) days before the end of the term.
5.2 Termination for Cause
Either party may terminate the Agreement for cause with 30 days' notice in the event of a material breach that remains uncured at the end of the notice period.
5.3 Survival
Certain terms intended to survive expiration or termination — including those related to Fees, Confidentiality, Proprietary Rights, Limitation of Liability, and Indemnification — shall persist beyond termination.
Beta Services
RxGenius.ai may introduce services identified as beta, pilot, developer preview, or non-production. Beta Services are intended solely for evaluation purposes, may lack support, and are provided on an "as is" and "as available" basis with no warranty. RxGenius.ai retains the right to discontinue Beta Services at any time.
Fees and Payment
7.1 Fee Structure
Subscriber is obligated to pay all fees as specified in Service Orders. Unless otherwise stated, fees are payable in Euro, GB Pounds, or U.S. Dollars. Minimum commitments are non-cancelable and non-refundable.
7.2 Invoicing Terms
Invoices will be issued monthly or per the billing frequency in the Service Order. Credit card invoices are due on the invoice date; other invoices are due net 30 days from the invoice date. Late interest charges may accrue at 1.5% per month or the maximum legal rate.
7.3 Suspension of Service
If Subscriber's overdue amount is 30 or more days overdue, RxGenius.ai may suspend Services until overdue amounts are paid, with at least 10 days' prior notice.
7.6 Taxes
Service fees exclude taxes. Subscriber is responsible for all associated taxes. If Subscriber qualifies for a tax exemption, a valid certificate must be provided.
Confidentiality
"Confidential Information" refers to information disclosed by one party to another that is marked as confidential or reasonably understood to be confidential. Both parties commit to safeguarding each other's Confidential Information with at least the same level of care they use to protect their own, and not to disclose it beyond personnel who need access for purposes of the Agreement.
Licenses and Proprietary Rights
9.1 Subscriber Data
Subscriber grants RxGenius.ai a limited, worldwide, nonexclusive, and revocable license to store, copy, transmit, and display Subscriber Data necessary for providing Services. RxGenius.ai gains no ownership rights in Subscriber Data.
9.5 Proprietary Rights
The Services, RxGenius.ai Software, and Documentation are proprietary to RxGenius.ai. RxGenius.ai and its licensors retain all rights, title, and interest, including intellectual property rights. No rights are granted beyond those expressly stated in the Agreement.
Government Rights
If the Services include access to RxGenius.ai Software and the Subscriber is a U.S. government agency or contractor, they receive rights consistent with applicable regulations. Negotiations for additional rights must occur and be documented in any applicable agreement.
Compliance with Export Regulations
The Services and RxGenius.ai Software are subject to the export laws and regulations of the United States and other relevant jurisdictions. Each party affirms that it is not listed on any U.S. government denied-party list. Subscriber is prohibited from facilitating use of the Services in U.S.-embargoed countries.
Anti-Corruption Measures
Subscriber asserts that it has neither received nor been offered any bribes, kickbacks, illegal payments, or improper items from RxGenius.ai personnel. In the event of any breach of this prohibition, Subscriber must promptly notify RxGenius.ai's General Counsel at legal@chatdok.com.
Limitation of Liability
These limitations apply to actions in both contract and tort, irrespective of the theory of liability. They do not restrict Subscriber's payment obligations or indemnification obligations of either party.
Exclusion of Consequential and Related Damages
In no event will a party be held liable for lost profits, missed opportunities, or indirect, special, incidental, consequential, cover, or punitive damages, regardless of theory of liability — even if a party has been advised of the potential for such damages.
Service Assurance
RxGenius.ai assures that: (a) Services will function substantially in accordance with the relevant Documentation; (b) Services will be delivered in compliance with the corresponding SLA; (c) the overall efficacy of Security Measures will not diminish; (d) RxGenius.ai will not significantly reduce the overall functionality of the Services.
Liability Protection (Indemnification)
16.1 RxGenius.ai's Indemnification
RxGenius.ai commits to indemnify and defend Subscriber against any third-party claims alleging that the Services infringe or misappropriate intellectual property rights of a third party, provided the Subscriber promptly notifies RxGenius.ai, allows RxGenius.ai sole control of the defense, and provides reasonable assistance.
16.2 Subscriber's Indemnification
Subscriber agrees to indemnify and defend RxGenius.ai against third-party claims arising from Subscriber Data or Subscriber's use of the Services in breach of the Agreement.
Privacy Policy
RxGenius.ai is committed to handling personal information responsibly in adherence to its Privacy Policy, accessible on our website. The Privacy Policy forms an integral part of these Terms.
Assignment of Rights
No party may transfer its rights or responsibilities under the Agreement without the written consent of the other party, except that either party may assign the entire Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Notice Procedures
All updates to the Documentation including Acceptable Use Policy and Privacy Policy updates will be made publicly available on our website and become effective upon posting (or 30 days after posting for material changes). Legal Notices to RxGenius.ai should be addressed to info@rxgenius.ai or sent by mail to Chatdok UG, Am Kohnen 85, 40599, Dusseldorf, Germany.
Governing Laws and Dispute Resolution
The Agreement shall be governed by the laws of Germany for Subscribers domiciled in the European Economic Area, or the United Kingdom for Subscribers domiciled elsewhere. Exclusive jurisdiction lies with the courts in Düsseldorf, Germany for EEA-based disputes.
Public Representation
RxGenius.ai is granted consent by the Subscriber to utilize the Subscriber's name, logo, and a general description of their relationship in press releases, marketing materials, and appearances, upon reasonable request.
Force Majeure
Except for payment obligations, neither party will be held liable for inadequate performance due to conditions beyond their reasonable control, including acts of God, natural disasters, war, terrorism, labor disruptions, government actions, or power disruptions.
Equitable Relief
Both parties acknowledge that a material breach impacting RxGenius.ai's intellectual property rights may result in irreparable harm. RxGenius.ai is entitled to seek equitable relief without the obligation to post a bond, in addition to other remedies.
Independent Contractor Relationship
The parties affirm their status as independent contractors. The Agreement does not establish a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
Absence of Third-Party Beneficiaries
The Agreement, Acceptable Use Policy, and Documentation do not confer any rights or benefits upon third-party beneficiaries.
Entire Agreement and Modification
The Agreement serves as the comprehensive understanding between the parties, overriding all prior and contemporaneous agreements, proposals, or representations. RxGenius.ai holds the right to modify these Terms periodically. Changes will be posted on our website, with material changes effective thirty (30) days after posting. Subscriber is considered to have accepted changes by continuing to use the Service after the effective date.