Terms of Service

Acceptance of Terms

The Terms constitute a legally binding agreement between the user and EQTR, Inc., a Delaware corporation doing business as ModernRelay.

By creating an account, accessing, or using services, users acknowledge they have read, understood, and agree to be bound by these Terms. Those entering on behalf of an organization represent they have authority to bind that organization.

Effective Date: The Terms take effect as of whichever is earlier: the date of first access/use, or the date of acceptance.

Description of Service

ModernRelay provides an AI-native knowledge management platform designed for pharmaceutical and life sciences organizations. The Service includes but is not limited to:

• Cloud-based knowledge management and collaboration tools
• AI-powered analytics and insights
• Document management and workflow automation
• Integration capabilities with third-party systems
• API access for authorized integrations

The company reserves the right to modify, suspend, or discontinue any aspect of the Service at any time, with reasonable notice.

User Accounts

3.1 Account Registration

Users must create an account with accurate, current, and complete information and are responsible for maintaining credential confidentiality and all account activities.

3.2 Account Security

You agree to:

• Use strong, unique passwords for your account
• Enable multi-factor authentication when available
• Immediately notify us of any unauthorized access or security breach
• Not share your account credentials with unauthorized parties
• Log out from shared or public devices after each session

3.3 Account Responsibilities

Users are solely responsible for all content, data, and activities associated with their account. The Company is not liable for loss or damage from failure to maintain account security.

Acceptable Use Policy

You agree not to use the Service to:

• Violate any applicable laws, regulations, or third-party rights
• Upload, transmit, or store malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to the Service or related systems
• Interfere with or disrupt the integrity or performance of the Service
• Engage in any activity that could damage, disable, or impair the Service
• Reverse engineer, decompile, or disassemble any part of the Service
• Use automated systems to access the Service without authorization
• Transmit spam, chain letters, or other unsolicited communications
• Impersonate any person or entity or misrepresent your affiliation
• Collect or harvest user data without proper authorization

The company reserves the right to investigate and take action against violators, including removing content and terminating accounts.

Data Protection & Security

5.1 Data Processing

Personal data processing is governed by the Privacy Policy. Enterprise customers are further governed by the Data Processing Agreement.

5.2 Security Measures

The company implements technical and organizational security measures including:

• Encryption of data in transit and at rest
• Access controls and authentication mechanisms
• Regular security assessments and penetration testing
• Employee security training and background checks
• Incident response and disaster recovery procedures

5.3 Compliance

The company maintains compliance with applicable data protection regulations, including GDPR for European users. Security practices align with SOC 2 Type II and ISO 27001 requirements.

5.4 Data Retention

Data is retained for the account duration and a reasonable period thereafter as required by law. Upon termination, data will be deleted or anonymized per retention policies.

Confidentiality

Each party agrees to maintain confidentiality of proprietary information disclosed in connection with the Service. Confidential information excludes information that:

• Is or becomes publicly available without breach of these Terms
• Was known to the receiving party prior to disclosure
• Is independently developed without use of confidential information
• Is rightfully obtained from a third party without restriction

This confidentiality obligation shall survive termination of these Terms for a period of three (3) years.

Intellectual Property

7.1 Company Intellectual Property

The Service and all associated software, algorithms, interfaces, documentation, and content are protected by IP laws. The company retains all rights, title, and interest.

7.2 User Content

Users retain all rights to data and content uploaded ("User Content"). Users grant a limited license to process, store, and display User Content solely as necessary to provide the Service.

7.3 Feedback

Any feedback, suggestions, or ideas you provide regarding the Service may be used by us without restriction or compensation to you.

Service Availability

The company strives for high availability but does not guarantee uninterrupted access. The Service may be temporarily unavailable due to:

• Scheduled maintenance (with reasonable advance notice)
• Emergency maintenance for security or stability issues
• Circumstances beyond our reasonable control
• Third-party service provider outages

Service level commitments are defined in separate agreements with enterprise customers.

Fees and Payment

9.1 Subscription Fees

Access requires payment of applicable subscription fees per the order form or pricing page. Fees are non-refundable except as expressly stated in these Terms or required by law.

9.2 Payment Terms

Users agree to pay all fees when due. The company may suspend or terminate access for non-payment. Fees exclude applicable taxes, which users are responsible for.

9.3 Price Changes

Pricing may be modified with at least thirty (30) days advance notice. Changes take effect at the start of the next billing cycle following the notice period.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, the company and its affiliates, officers, directors, employees, or agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or other intangible losses, resulting from:

• Your access to or use of (or inability to access or use) the Service
• Any conduct or content of any third party on the Service
• Unauthorized access, use, or alteration of your data
• Any other matter relating to the Service

Liability Cap: Total liability shall not exceed the greater of (a) the amount you paid us in the twelve (12) months preceding the claim, or (b) one hundred US dollars ($100).

Indemnification

Users agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Your access to or use of the Service
• Your violation of these Terms
• Your violation of any third-party rights
• Your User Content

Termination

12.1 Termination by You

Users may terminate at any time by contacting the company or using account settings. Access rights cease immediately upon termination.

12.2 Termination by Us

The company may suspend or terminate your access to the Service, without prior notice or liability, for any reason, including Terms breaches. Inactive accounts may also be terminated.

12.3 Effect of Termination

Upon termination, the right to use the Service ceases immediately. Provisions that by their nature should survive, including IP, limitation of liability, and indemnification, shall survive.

12.4 Data Export

Upon request made within thirty (30) days of termination, the company will provide a User Content export in a commonly used format, subject to outstanding fee payment.

Changes to Terms

The company reserves the right to modify Terms at any time, with notice of material changes posted on the website and, where appropriate, via email.

Continued use after the effective date constitutes acceptance of modified Terms. Users who disagree must discontinue use.

Notice Period: For material changes, at least thirty (30) days advance notice will be provided before changes take effect, unless legally required sooner.

Governing Law

Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Disputes shall be resolved exclusively in state or federal courts located in Delaware, and users consent to personal jurisdiction there.

14.1 Dispute Resolution

Before initiating legal proceedings, users agree to attempt informal resolution first. Most disputes can be resolved through good-faith negotiation.

General Provisions

15.1 Entire Agreement

These Terms, the Privacy Policy, and any applicable order forms or service agreements constitute the entire agreement regarding the Service.

15.2 Severability

If any provision is found unenforceable, the remaining provisions continue in full force and effect.

15.3 Waiver

Failure to enforce any right or provision does not constitute a waiver of that right or provision.

15.4 Assignment

Users may not assign or transfer without prior written consent. The company may assign without restriction in connection with a merger, acquisition, or sale of assets.

15.5 Force Majeure

Neither party is liable for failure or delay due to circumstances beyond reasonable control, including acts of God, natural disasters, war, terrorism, or government actions.