Legal

Terms of Service

These Terms of Service govern access to and use of SDRclose, a product of BiopharmaWatch LLC. They form a binding agreement between BiopharmaWatch LLC and the business that holds an account, and they set out what each party is responsible for, what is prohibited, and how the relationship can be ended.

Effective 8 September 2026Operated by BiopharmaWatch LLC

Summary

  • SDRclose is for business use only. Every person who uses it represents that they are at least 18 years old and acting for a business.
  • Plans are priced per workspace, not per seat. Starter and Professional prices are published on our Pricing page; Enterprise terms are agreed in an order form.
  • The free trial lasts 7 days. A valid card is required at checkout, nothing is charged until the trial ends, and canceling during the trial costs nothing.
  • Each plan includes a Credit allowance for the billing period you pay for: monthly billing grants one month of Credits at each renewal, annual billing grants twelve months of Credits in a single grant for the year. Unused plan Credits do not carry into the next period. One-time top-up packs are available and do not expire with the period.
  • Subscriptions renew automatically. The renewal date, plan and amount are shown at all times in Settings > Billing, where the subscription can be canceled before the renewal date.
  • You are the sender. Email goes out from your own connected mailboxes, and the Acceptable Use Policy is a material term of this agreement.
  • The Data Processing Addendum governs prospect data. We process it only on your instructions, and neither we nor our providers use it to train models.
  • Support is available by written message during business hours; there is no contractual service level. Each party's liability is capped at the fees paid in the prior twelve months, and the agreement is governed by the laws of the U.S. state in which BiopharmaWatch LLC is organized.

This summary is for convenience. The numbered sections below govern.

1.Acceptance, the Agreement and order of precedence

1.1 Parties. These Terms of Service (the "Terms") are a legal agreement between BiopharmaWatch LLC, a United States limited liability company ("BiopharmaWatch", "SDRclose", "we", "us" or "our"), and the entity or individual that creates an account for, or otherwise accesses or uses, the Service ("Customer" or "you").

1.2 Acceptance. Customer accepts these Terms by creating an account, by clicking to indicate acceptance, or by accessing or using any part of the Service, whichever happens first. A Customer that does not accept these Terms must not create an account and must not use the Service.

1.3 Authority. Where an individual accepts these Terms on behalf of a company, partnership or other legal entity, that individual represents that they have the authority to bind that entity. In that case "Customer" and "you" refer to the entity, and the individual is one of its Authorized Users. Where no entity is involved, the individual who created the account is the Customer.

1.4 Age and business purpose. Every person who accepts these Terms or uses the Service represents that they are at least 18 years of age and that they are using the Service for business purposes. The Service is not offered to consumers and is not intended for personal, family or household use.

1.5 The Agreement. These Terms, the Data Processing Addendum, the Acceptable Use Policy, any order form or enterprise agreement signed by both parties, and any other document expressly incorporated by reference together form the agreement between the parties (the "Agreement"). The Privacy Policy and the Cookie Policy describe how we handle personal data and browser storage. They are notices rather than contracts, and they are referred to in the Agreement for information.

1.6 Order of precedence. If the documents that make up the Agreement conflict, the following order applies, with the earlier document prevailing over the later one: first, a signed order form or enterprise agreement; second, the Data Processing Addendum; third, these Terms; fourth, the Acceptable Use Policy; fifth, the Privacy Policy and the Cookie Policy. A signed order form or enterprise agreement overrides these Terms only to the extent it expressly says so.

1.7 Enterprise agreements. Where BiopharmaWatch and a Customer have signed a separate written agreement or order form covering the Service, that document governs the commercial terms it addresses. These Terms continue to apply to everything the signed document does not address.

2.Definitions

2.1 The following defined terms are used throughout these Terms. Terms defined elsewhere in the Agreement carry the meaning given where they appear. Capitalized terms used in the Data Processing Addendum and the Acceptable Use Policy have the meanings given in those documents where they differ from the meanings below.

2.2 The words "including", "for example" and "such as" are used without limitation. References to a section are references to a section of these Terms unless another document is named.

Service
The SDRclose hosted software application that BiopharmaWatch makes available to Customer from time to time, including the web application at www.sdrclose.com, its features, and any updates and support provided as part of it.
Customer
The entity or individual that has accepted these Terms and holds the account, as described in section 1.
Authorized User
An individual whom Customer permits to use the Service under Customer's account and supervision, including Customer's employees, contractors and agents, as described in section 4.3.
Workspace
A distinct working environment within Customer's account that holds its own sequences, leads, lists, writing settings and results. Plans are priced per Workspace.
Customer Data
All data, content and materials that Customer or an Authorized User submits to, stores in or generates through the Service, including sequences, email copy, settings, research notes, sent and received messages, results and Prospect Data.
Prospect Data
The subset of Customer Data consisting of personal data about the individuals Customer chooses to research or contact, including their business contact details, firmographic details, research notes, the messages sent to them, their replies, engagement records and opt-out records.
Connected Mailbox
An email account that Customer connects to the Service so that the Service can send outbound messages from it and read messages in it to detect and classify replies. Connected Mailboxes belong to the account and are available to every Workspace in it.
Credits
The units of metered consumption included with a plan each billing month and drawn down by the actions described in section 5.4. Credits have no cash value.
Top-up Credits
Credits purchased in a one-time top-up pack under section 5.6. Top-up Credits are consumed after the monthly allowance is exhausted and do not expire with the billing month.
Subscription Term
The period for which Customer has subscribed, being the monthly or annual period selected at checkout, together with each renewal period, and including any free trial period that precedes the first paid period.
Fees
The subscription charges, top-up pack charges and any other amounts payable for the Service under the Agreement.
Acceptable Use Policy
The Acceptable Use Policy published on our website, as updated from time to time in accordance with its own terms, which is incorporated into the Agreement under section 7.
Data Processing Addendum
The Data Processing Addendum published on our website, which governs the processing of Prospect Data on Customer's behalf and is incorporated into the Agreement under section 13.

3.The Service and the license granted

3.1 What the Service does. The Service supports outbound business email. Within a Workspace, Customer can find prospects that match the filters it sets, import its own prospect lists, have each prospect researched from public sources, generate personalized email copy or use its own hand-written templates, and run those messages as sequences from Customer's own Connected Mailboxes. The Service detects and classifies replies, gathers them in a unified inbox, applies opt-outs across every sequence and mailbox, and, where Customer switches it on for a sequence, can answer replies in Customer's voice and book meetings on Customer's calendar.

3.2 Review by default. Nothing is sent from a sequence until Customer approves the draft, unless Customer switches on autopilot for that sequence. Autopilot has separate controls for automatic sending, automatic replies and automatic booking, and Customer chooses which of them to enable. Customer decides what is sent, to whom, and when.

3.3 License. Subject to the Agreement and to payment of the applicable Fees, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for Customer's own internal business purposes, subject to suspension and termination under the sections that govern them (sections 9 and 18).

3.4 Web application only. The Service is offered through the web application. Nothing in these Terms grants a right of programmatic access.

3.5 Hosted service. The Service is provided as a hosted service. Customer receives no copy of the software, no source code and no ownership interest of any kind in the Service. All rights not expressly granted to Customer in the Agreement are reserved by BiopharmaWatch and its licensors.

3.6 Changes to the Service. We may add, modify or discontinue features of the Service. Where we intend to remove or materially reduce a feature that is part of the plan Customer has paid for, we will give reasonable advance notice by email to the address on the account, and Customer may cancel under section 6.3 if the change is material to it. Improvements, security changes and changes required by law or by a third-party provider may be made without notice.

3.7 Restrictions. Customer shall not, and shall not permit any Authorized User or third party to, do any of the following:

  • Resell, rent, lease, sublicense, distribute or otherwise make the Service available to third parties, or operate it as a service bureau, agency deliverable or white-labeled offering, except under a written agreement with us that permits it.
  • Copy, modify, translate or create derivative works of the Service, or reverse engineer, decompile or otherwise attempt to derive the source code, models, prompts or underlying structure of the Service, except to the extent applicable law prohibits that restriction.
  • Access the Service in order to build, train or benchmark a competing product or service, or publish evaluation results of the Service without our prior written consent.
  • Use automated means to scrape, harvest or extract data from the Service other than through the export functions the Service provides.
  • Circumvent, disable or interfere with any usage limit, Credit metering, plan limit, opt-out handling, authentication control or other protective measure of the Service, including by creating multiple accounts or Workspaces to obtain allowances that have not been paid for.
  • Probe, scan or test the vulnerability of the Service, or breach or attempt to breach any security or authentication measure, except as permitted by section 9.7.
  • Interfere with or disrupt the integrity or performance of the Service or the data of any other customer, or introduce malicious or harmful code.
  • Remove, obscure or alter any proprietary notice, trademark or attribution appearing in or on the Service.
  • Use the Service in breach of the Acceptable Use Policy or of any law that applies to Customer or to the recipients of its messages.

4.Accounts, security and Authorized Users

4.1 Registration. Accounts are created on a self-serve basis. Customer may register with an email address and a password, in which case we send a one-time code to that address to verify it before the account is fully usable, or with a supported third-party sign-in such as a Google or Microsoft account. Customer must provide accurate and current registration information and keep it up to date, including the email address to which we send notices under section 20.7.

4.2 Credentials and account activity. Customer is responsible for keeping account credentials, one-time codes and Connected Mailbox credentials confidential, and for all activity that occurs under the account, whether or not Customer authorized it. We are entitled to treat instructions given from within the account as instructions authorized by Customer. Customer must choose a strong password that is not used for any other service.

4.3 Authorized Users. The Service currently provides one set of sign-in credentials per account. Customer may allow its personnel to use the account under Customer's supervision; each such person is an Authorized User. Customer is responsible for controlling who has access, for their acts and omissions, and for changing the password when someone should no longer have access. Customer must ensure that every Authorized User complies with the Agreement, and a breach by an Authorized User is treated as a breach by Customer.

4.4 Representations by users. Every Authorized User represents that they are at least 18 years of age and that they are using the Service for business purposes on behalf of Customer.

4.5 Per-Workspace pricing. Plans are priced per Workspace rather than per seat. Each Workspace must be used by or for a single business. A single account may not be shared between separate businesses or used to provide the Service to third parties, and section 3.7 continues to apply. Connected Mailboxes are held at account level and are available to every Workspace, subject to the mailbox allowance of the plan.

4.6 Suspected compromise. Customer must notify us promptly through the contact form if it becomes aware of any unauthorized access to the account, any compromise of a Connected Mailbox, or any other breach of security affecting the Service. We may require a password reset, disconnect a mailbox or suspend access while a suspected compromise is investigated, and we will restore access once the risk has been addressed.

4.7 Protections on our side. We protect accounts with email verification at signup, rate limiting and lockout protections on authentication, encryption in transit for all traffic, encryption at rest for mailbox credentials and access tokens, and storage of passwords only as salted hashes. Account deletion requires re-authentication. The Security page describes our program at a category level.

4.8 Account transfer. Customer may not transfer or assign its account to another party except as permitted by section 20.3.

5.Plans, free trial, Credits and top-up packs

5.1 Plans. The Service is offered on the plans set out in the table below, priced per Workspace per month, with a lower rate where the plan is billed annually. The plan contents and prices that apply to Customer are those published on our Pricing page at the time of Customer's purchase or renewal, as varied under section 6.5, unless a signed order form provides otherwise.

5.2 Enterprise. The Enterprise plan has no public price and is agreed in a signed order form or enterprise agreement. It includes custom monthly credits, custom mailbox allowance, unlimited active sequences, priority support and onboarding. Enterprise allowances and any commitments beyond these Terms are set out in the signed document for that plan.

5.3 Free trial. New accounts receive a 7-day free trial of the plan selected at checkout. A valid payment card is required at checkout before the application unlocks, and nothing is charged until the trial ends. If Customer cancels before the trial ends, no Fees are payable. If Customer does not cancel, the first Subscription Term begins when the trial ends and the first charge is taken to the card on file. The trial end date is shown in Settings > Billing. Trials are offered once per Customer, are provided as is, and may be modified or withdrawn for future signups at any time.

5.4 What consumes Credits. Each plan includes a monthly allowance of Credits, held at account level and shared across the Workspaces in the account. Credits are consumed by the actions that carry an external cost to operate: mining a lead costs 3 Credits, researching a lead costs 3 Credits, each generated email costs 1 Credit, and each generated reply costs 1 Credit. Working one lead from discovery to a personalized first email therefore uses about 8 to 10 Credits. Sending a hand-written locked template does not consume Credits, and neither does importing a CSV, reviewing drafts, reading replies or exporting data.

5.5 Plan allowance. Credits are granted for the billing period Customer has paid for, and are granted when payment for that period succeeds. On monthly billing, one monthly allowance is granted at the start of each Subscription Term. On annual billing, the equivalent of twelve monthly allowances is granted in a single grant at the start of the annual Subscription Term and is available for the whole year rather than metered month by month. Unused plan Credits do not carry into the next Subscription Term. When the plan allowance and any Top-up Credits are exhausted, the metered actions in section 5.4 pause until the next allowance is granted or Top-up Credits are purchased, while the rest of the account, including sending of approved drafts and hand-written templates, reply detection and the inbox, continues to operate. Customer may also move to a plan with a larger allowance, and the new allowance applies once the plan change takes effect under section 5.8.

5.6 Top-up packs. Customer may buy additional Credits at any time in one-time top-up packs: 2,500 Credits for $19, or 10,000 Credits for $59. Top-up Credits do not expire with the billing period. They are consumed only after the plan allowance for the current period is exhausted, and they remain available while the account holds an active subscription. Top-up Credits have no cash value, cannot be exchanged for a refund, cannot be transferred to another account, and lapse when the account is deleted. Top-up packs are charged to the card on file at the time of purchase.

5.7 Adjustment of Credit costs. The number of Credits an action consumes reflects the underlying cost of performing it. We may adjust those amounts, and will give at least 30 days' notice by email to the address on the account before an adjustment that materially reduces what an existing plan's allowance buys. Customer may cancel under section 6.3 if it does not accept the adjustment.

5.8 Plan changes. Customer may upgrade at any time from Settings > Billing. An upgrade takes effect immediately, the new allowance and limits apply from that point, and the Fees are prorated for the remainder of the current Subscription Term. A downgrade takes effect at the start of the next Subscription Term. Where a downgrade would leave the account above the mailbox or active-sequence limit of the new plan, Customer must bring the account within those limits before the downgrade takes effect, and we may pause the excess sequences if it does not.

PlanPriceMonthly creditsSending mailboxesActive sequences
Starter$39/mo billed annually, $49 billed monthly7,50033
Professional$69/mo billed annually, $89 billed monthly15,000610
EnterpriseCustom, agreed by order formCustomCustomUnlimited

6.Billing, renewal, price changes, taxes and refunds

6.1 Payment. Fees are charged in advance for each Subscription Term, in United States dollars, to the payment method on file. Payments are handled by a third-party payment processor. Card details are entered on that processor's hosted checkout and never touch SDRclose servers. By providing a payment method, Customer authorizes us and our payment processor to charge the applicable Fees to that method on a recurring basis, together with any top-up packs Customer purchases and any taxes due under section 6.7.

6.2 Automatic renewal. Subscriptions renew automatically at the end of each Subscription Term for a further period of the same length, at the then-current price for the plan, unless Customer cancels before the renewal date. The renewal date, plan and amount are shown at all times in Settings > Billing, where the subscription can be canceled before the renewal date. Customer is responsible for checking that information and for canceling in time if it does not wish to renew.

6.3 Cancellation. Customer may cancel its subscription at any time from Settings > Billing, which opens the hosted billing portal of our payment processor. Cancellation stops the next renewal. Access to the paid features of the Service continues until the end of the period already paid for, after which the account moves to the non-paid state described in section 6.4. Cancellation does not delete the account or Customer Data; deletion is described in section 11.6.

6.4 Non-paid state. After a subscription is canceled and the paid period ends, or after a free trial lapses without a subscription beginning, the account enters a non-paid state. In that state Customer can sign in, view and export Customer Data, and resume a subscription. Sending, mining, research, drafting and the other metered features are unavailable, active sequences are paused, and Connected Mailboxes are not used. We may delete the Customer Data of an account that remains in a non-paid state for twelve months, after giving 30 days' notice by email to the address on the account. Resuming a subscription, or exporting or deleting the account, within that notice period prevents or completes the deletion on Customer's own terms.

6.5 Price changes. We may change the price of a plan. Existing subscribers receive at least 30 days' notice by email to the address on the account before a price change takes effect for them. The change applies from the next renewal and never to a Subscription Term already paid for. A Customer that does not accept a new price may cancel before that renewal under section 6.3. A price change does not give rise to a refund of Fees already paid.

6.6 Failed payments. If a charge fails, we or our payment processor may retry it, and we will notify Customer by email. If Fees remain unpaid after notice and a reasonable opportunity to update the payment method, we may move the account to the non-paid state in section 6.4 until payment is received, and may terminate the Agreement under section 18.3 if non-payment continues. Fees remain due for any Subscription Term that has begun.

6.7 Taxes. Fees are exclusive of all sales, use, value added, goods and services, withholding and similar taxes, levies and duties. Customer is responsible for all such amounts arising from the Agreement, other than taxes on our net income. Where our payment processor calculates tax at checkout, that amount is added to the Fees. Where Customer is required by law to withhold any amount, the sum payable is increased so that we receive the amount we would have received without the withholding. Customer must provide a valid tax identification number or exemption certificate where it claims an exemption.

6.8 Refunds. Except where required by law or expressly provided in the Agreement, Fees are non-refundable. No refund is due for partial periods, for unused monthly Credits or Top-up Credits, for periods in which Customer did not use the Service, or on deletion of the account before the end of a paid period. The Agreement expressly provides for a pro rata refund of prepaid Fees in three situations: where Customer terminates the affected part of the Service following an objection to a new sub-processor under section 13.6; where we terminate following an intellectual property claim under section 16.2; and where we terminate for convenience under section 18.3. A price change under section 6.5 and a change to these Terms under section 20.2 take effect from the next renewal only and do not give rise to a refund. Customer may raise a request for an exception through the contact form, and we will consider it on its facts, without obligation.

6.9 Billing disputes. Customer should raise any query about an invoice or charge through the contact form within 30 days of the charge. Charges not disputed within that period are treated as accepted, except where applicable law provides a longer period. Customer must not initiate a chargeback for a charge it has not first raised with us.

6.10 Receipts and invoices. Receipts and invoices for each charge are available from Settings > Billing through the hosted billing portal of our payment processor.

7.Acceptable use

7.1 Customer is the sender. The Service sends from Customer's own Connected Mailboxes, under Customer's own name and domain. Every message sent through the Service is Customer's message. Customer is the sender for the purposes of anti-spam, marketing and data protection law, and Customer is responsible for who is contacted, for what is said to them, for holding a lawful basis for that contact, and for honoring every opt-out. Where Customer enables automatic replies or automatic booking, Customer remains responsible for every message sent on its behalf and for every commitment made in it.

7.2 The Acceptable Use Policy. The Acceptable Use Policy sets out the rules that apply to every message, list and account on the Service, including lawful basis, business-to-business outreach only, sender identification, opt-out handling and the suppression list, prospect list sourcing, prohibited content and uses, automated replies and booking, sending volume and account health, mailbox provider terms, and how we monitor and enforce the rules. The Acceptable Use Policy is incorporated into the Agreement and is a material term of it. A breach of the Acceptable Use Policy is a material breach of the Agreement, entitles us to act under section 9, is not subject to the cap in section 17.2, and is covered by Customer's indemnity in section 16.1. Where the Acceptable Use Policy is updated under its own terms, the current version applies to Customer's use of the Service from the date it is published.

8.Connected Mailboxes and third-party account terms

8.1 Customer's own mailboxes. The Service sends and reads email only through mailboxes that Customer connects. There is no shared sending pool. Customer represents that it owns or is authorized to use every Connected Mailbox and every sending domain, and that connecting them to the Service does not breach any agreement or workplace policy binding on Customer.

8.2 Supported providers. Customer may connect mailboxes hosted by Gmail and Google Workspace, Outlook and Microsoft 365, Zoho, and other providers that support standard mail protocols, using the presets in the Service or manual settings. Where a provider requires an application-specific password because two-factor authentication is enabled, Customer must create and use one. The list of supported providers may change.

8.3 Provider terms apply. Each Connected Mailbox remains governed by the terms of service, acceptable use rules and sending limits of the provider of that mailbox. Using the Service does not exempt Customer from those rules, and Customer must not use the Service in a way that breaches them. Where the Service applies per-mailbox daily and hourly caps, minimum gaps between sends, or a warmup ramp, those are protections for Customer's own sender reputation and do not replace the limits set by the provider.

8.4 Provider decisions. We are not responsible for decisions taken by Customer's mailbox provider, Customer's domain registrar or DNS provider, or the receiving mail systems of recipients. That includes filtering, throttling, quarantining, blocklisting, rate limiting, suspending or terminating a mailbox, a domain or a message. A mailbox that is suspended or restricted by its provider will stop working in the Service until Customer resolves the matter with the provider.

8.5 Domain configuration and reputation. Customer is responsible for the configuration and authentication of its own sending domains, including SPF, DKIM and DMARC, and for the reputation of those domains and mailboxes. The checks and warmup features in the Service and the guidance in our Deliverability guide are offered as assistance only and are not a warranty of inbox placement or of any other outcome.

8.6 Credentials. Mailbox credentials and access tokens supplied to the Service are encrypted at rest and used only to operate the Service for Customer. Customer may disconnect a mailbox at any time from Settings. Revoking or changing credentials at the provider stops the Service operating for that mailbox until it is reconnected, and sequences that depend on it will pause.

8.7 Mailbox content. To detect and classify replies, the Service reads messages that arrive in Connected Mailboxes. It processes those messages to identify replies to messages it sent, to classify them, to stop sequences on a reply, unsubscribe or bounce, and to present conversations in the inbox. Customer is responsible for ensuring it is entitled to have us access each mailbox in that way, including where the mailbox belongs to a colleague or is subject to a workplace policy or works council agreement.

8.8 Other connected services. Where Customer connects a scheduling or calendar account so that the Service can offer meeting times and book meetings, or any other optional third-party service, Customer's relationship with that provider is governed by the provider's own terms and privacy policy. Customer is responsible for reviewing them and for any charges the provider makes.

9.Suspension and termination for breach

9.1 Grounds. We may suspend or restrict access to the Service, in whole or in part, or terminate the Agreement, where we reasonably believe that Customer or an Authorized User has breached the Acceptable Use Policy or section 3.7; that the account is being used for fraud or unlawful activity; that continued use presents a security risk, a risk of harm to recipients, mailbox providers or other customers, or a risk to the reputation of the Service; that we are required to act by law or by a binding demand from a competent authority; or that Fees remain unpaid after notice.

9.2 Notice and opportunity to cure. Where it is practicable, we will give notice of the problem and a reasonable opportunity to fix it before suspending. Where it is not practicable, for example in the case of active phishing, an ongoing security incident, a severe complaint or bounce pattern, or a legal demand requiring immediate action, we may suspend first and give notice afterwards, as soon as reasonably possible.

9.3 Proportionality. We aim to make any action proportionate to the problem. Measures escalate from pausing a sequence, warning the account holder or rate limiting a mailbox, through suspension of a sequence, mailbox or Workspace, to suspension or termination of the whole account. The Acceptable Use Policy describes the enforcement process and how Customer can respond.

9.4 Effect of suspension. Suspension pauses sending and the other affected functions. Customer can continue to sign in and export Customer Data unless the suspension is for a security reason that makes that unsafe. No Fee credit or refund is due for a period of suspension arising from Customer's breach, and Fees continue to accrue during it.

9.5 Reinstatement and repeat breaches. Access is restored once the cause has been resolved to our reasonable satisfaction. Repeated or serious breaches may result in termination of the Agreement under section 18.3 without reinstatement, and we may decline to open a new account for the same Customer.

9.6 Reporting to authorities. We may report unlawful activity to the relevant authorities and may respond to lawful requests for information about an account where we are required to do so or reasonably believe it necessary to prevent harm. We will notify Customer of such a request where the law and the circumstances allow.

9.7 Reporting a vulnerability. Anyone who becomes aware of a security vulnerability affecting the Service is asked to report it through the contact form before disclosing it elsewhere. We will acknowledge the report, investigate it and keep the reporter informed of the outcome. We will not pursue a claim under section 3.7 against a person who reports a vulnerability in good faith, who does not access, alter or retain data belonging to us or to any customer beyond the minimum needed to demonstrate the issue, who does not degrade the Service, and who gives us a reasonable opportunity to remediate before any public disclosure.

10.Intellectual property and feedback

10.1 Our rights. BiopharmaWatch and its licensors own all right, title and interest in and to the Service, including all software, interfaces, designs, prompts, documentation, know-how and all intellectual property rights in them, together with all modifications, enhancements and derivative works, however arising. The SDRclose and BiopharmaWatch names, logos and product names are our trademarks and may not be used without our prior written consent.

10.2 Customer's rights. Customer retains all right, title and interest in and to Customer Data, Customer's trademarks and Customer's own content. Nothing in the Agreement transfers any of those rights to us.

10.3 License to operate. Customer grants us a limited, non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, process, adapt and display Customer Data solely as necessary to provide, secure and support the Service for Customer, to prevent or address abuse, and to comply with law. That license exists only for the purpose of operating the Service, ends when the relevant data is deleted, and confers no other rights.

10.4 Aggregate operational statistics. We may compile and use aggregate operational statistics about use of the Service, such as volumes, error rates and feature usage, to operate, secure, troubleshoot and improve the Service. Such statistics are aggregated, do not identify Customer, any Authorized User or any individual, and are never derived in a form that discloses Prospect Data or Customer's message content.

10.5 No use for our own purposes. We do not sell Customer Data or Prospect Data, do not use it for our own marketing or outreach, and do not use it to train any model. Our language-model and research providers are engaged only on terms under which submitted data is not used to train their models.

10.6 Publicity. We will not use Customer's name or logo as a customer reference in marketing materials without Customer's prior written permission.

10.7 Feedback. Customer and Authorized Users may send us suggestions, feature requests, bug reports, comments or other feedback about the Service ("Feedback"). Feedback is given voluntarily. Customer grants us a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable license to use, reproduce, modify and exploit Feedback for any purpose, including to develop and commercialize the Service, without any obligation of confidentiality, attribution, accounting or compensation. Customer should not include Confidential Information or personal data in Feedback. Nothing in this section grants us any right in Customer Data.

11.Customer Data and Prospect Data

11.1 Ownership. As between the parties, Customer owns all Customer Data, including all Prospect Data. We claim no rights in it beyond the limited operating license in section 10.3.

11.2 Customer warranties. Customer represents and warrants that it has all rights, permissions and lawful bases necessary to submit Customer Data to the Service and to have us process it on Customer's instructions, that it has provided any notices to individuals that the applicable law requires, and that our processing in accordance with the Agreement will not breach any law or any right of a third party.

11.3 Prospect Data from our provider. Where Customer uses the Service to find prospects, the records come from our prospect data provider and are saved to Customer's account with the provider's verification status for each email address. Those records become Prospect Data and part of Customer Data. Customer may use them only within the Service and for its own business outreach, may not resell, relicense or redistribute them, and may not use them to build or supplement a database offered to others. We do not verify email addresses independently of the provider, and we do not scrape social networks.

11.4 Generated output. Drafts, replies, research notes and reply classifications generated for Customer within the Service form part of Customer Data and belong to Customer, to the extent the applicable law allows ownership of automatically generated content. Generated output is produced by third-party language-model and research providers acting on our instructions, can be inaccurate, incomplete or unsuitable, and may resemble output generated for other customers. Customer is responsible for reviewing output before it is sent and for every message that goes out in its name.

11.5 Accuracy of research and records. Research notes and prospect records are assembled from third-party and public sources at a point in time and may be incomplete, out of date or wrong. Customer must exercise its own judgment before relying on them, particularly where a message makes a factual claim about a recipient or their organization.

11.6 Export and deletion. Customer may export the Customer Data held in its account at any time from Settings > Privacy & Data using "Download my data", which produces a machine-readable file of profile, leads, drafts, sent mail, sequences and activity. For security reasons the export excludes the stored password hash and redacts stored mailbox credentials. Leads in view can also be exported as CSV. Customer may delete its account from the same place using "Delete my account"; deletion requires the account password, takes effect immediately and cannot be undone. Section 18 describes what happens to data after deletion.

11.7 Optional retention sweeper. Customer may switch on a data retention feature in Settings > Privacy & Data. It is off by default. When enabled, it runs daily and purges the bodies and subjects of replies, sent mail and finished drafts older than the period Customer selects, between 7 and 730 days, together with old notifications and activity logs, while keeping leads, meetings, statistics and the suppression list. Customer is responsible for choosing a retention period that meets its own obligations.

11.8 Opt-out records. When a recipient unsubscribes, objects or is otherwise added to Customer's suppression list, the Service retains that record permanently, including after the account is deleted, so that the person is never contacted again through the Service. This is a compliance safeguard rather than a commercial use, and it is supported by Article 17(3)(b) of the General Data Protection Regulation.

11.9 Not a system of record. The Service is not a system of record, an archive or a backup service. Customer is responsible for keeping its own copies of any Customer Data it needs to retain, and export is available at any time while the account exists.

12.Confidentiality

12.1 Definition. "Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with the Agreement that is designated as confidential or that a reasonable person would understand to be confidential in the circumstances. Customer Data is Customer's Confidential Information. The non-public elements of the Service, our security documentation, and any pricing or terms not published on our website are our Confidential Information.

12.2 Exclusions. Confidential Information does not include information that is or becomes public without breach of the Agreement, that was lawfully known to the Recipient without a duty of confidence before disclosure, that is lawfully received from a third party without restriction, or that is independently developed by the Recipient without use of the Discloser's Confidential Information.

12.3 Obligations. The Recipient shall use the Discloser's Confidential Information only to perform under, or exercise its rights under, the Agreement; shall not disclose it to any third party except as permitted in this section; and shall protect it with at least the degree of care it uses for its own confidential information of similar sensitivity, and in any event not less than reasonable care.

12.4 Permitted disclosure. The Recipient may disclose Confidential Information to its personnel, professional advisers and, in our case, sub-processors who need it to perform under the Agreement and who are bound by confidentiality obligations no less protective than these. The Recipient remains responsible for their compliance.

12.5 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law or by a binding order of a court or competent authority, provided that, where legally permitted, it gives the Discloser prompt notice and reasonable cooperation so that the Discloser may seek protective treatment, and discloses only the minimum required.

12.6 Duration and return. These obligations continue for three years after termination of the Agreement and, for trade secrets, for as long as the information remains a trade secret. For Customer Data and any personal data, the obligations in this section continue for as long as we hold the information and are not subject to the three-year limit. On written request after termination, the Recipient shall delete or return the Discloser's Confidential Information in its possession, subject to routine backup records that are overwritten in the ordinary course, retention required by law, and section 11.8.

12.7 Remedies. Each party acknowledges that a breach of this section may cause harm for which damages would not be an adequate remedy, and that the Discloser may seek injunctive or other equitable relief in addition to any other remedy available to it.

13.Data protection

13.1 Roles. In respect of Prospect Data, Customer is the controller (or, where applicable, the business) and we are the processor (or service provider) acting on Customer's instructions. In respect of Customer's own account data, including registration details, billing status, support messages and usage records, we are the controller. The Privacy Policy explains our processing as controller.

13.2 The Data Processing Addendum. The Data Processing Addendum is incorporated into the Agreement and applies automatically, without signature, whenever we process Prospect Data on Customer's behalf. It sets out the subject matter and duration of the processing, our obligations as processor, the security measures we maintain, the rules for sub-processors, assistance with data subject requests and impact assessments, personal data breach notification, return and deletion of data, audit rights, international transfer mechanisms including the standard contractual clauses and the United Kingdom addendum where they apply, and regional terms. A countersigned copy is available on request through the contact form. Where the Data Processing Addendum and these Terms conflict on a data protection matter, the Data Processing Addendum prevails under section 1.6.

13.3 Instructions. We process Prospect Data only on Customer's documented instructions, which consist of the Agreement and Customer's configuration and use of the Service, and as otherwise required by law. Customer is responsible for ensuring that its instructions are lawful and that it has a lawful basis for every processing activity it directs.

13.4 Sub-processors. We engage sub-processors in the following categories: infrastructure and hosting provider; payment processor; language-model and research providers; prospect data provider; scheduling and calendar provider; transactional email provider; professional advisers. The canonical description of each category, and the change log, is the Sub-processors page. The named list is provided on request through the contact form and as a schedule to the Data Processing Addendum. Our language-model and research providers are used only on terms under which submitted data is not used to train their models, and SDRclose does not train models on Customer Data or Prospect Data.

13.5 Notice of new sub-processors. We give at least 30 days' notice by email to the address on the account before a new sub-processor processes Customer Data. Customer may object on reasonable data-protection grounds within that period through the contact form.

13.6 Objection and remedy. If an objection cannot be resolved, Customer may terminate the affected part of the Service before the change takes effect and receive a pro rata refund of prepaid Fees for that part, as set out in section 7 of the Data Processing Addendum.

13.7 Security. We maintain technical and organizational measures appropriate to the risk, described at a category level in Annex 2 of the Data Processing Addendum and on the Security page. They include encryption in transit for all traffic, encryption at rest for mailbox credentials and access tokens, passwords stored only as salted hashes, production data stores that are not exposed to the public internet, input validation on every endpoint, routine encrypted backups, and masking of personal data in operational logs. Payment card data never touches our systems.

13.8 Personal data breaches. We notify Customer of a personal data breach affecting Customer Data without undue delay and, where feasible, within 72 hours after we confirm it, with the content and in the manner set out in section 10 of the Data Processing Addendum, so that Customer can meet its own notification obligations.

13.9 Data subject requests. Customer is responsible for responding to requests from the individuals in its Prospect Data, including requests to access, correct, delete or object. The Service provides the suppression list, per-lead deletion and export to help Customer do so. Where such a request reaches us directly, we will refer it to Customer rather than act on it ourselves, unless the law requires otherwise, and we will provide reasonable assistance as described in section 8 of the Data Processing Addendum.

13.10 International transfers. Customer Data may be processed in the countries where we and our sub-processors operate. Where personal data protected by the law of the European Economic Area, the United Kingdom or Switzerland is transferred to a country without an adequacy decision, the transfer mechanisms in section 13 of the Data Processing Addendum apply.

13.11 Sensitive data. The Service is designed for business contact details and business correspondence. Customer must not use the Service to collect, store or send special categories of personal data, health information, payment card data, government identifiers or data about children, and we have no obligation to protect such data beyond the measures in section 13.7.

14.Third-party services and dependencies

14.1 Dependencies. The Service depends on third-party providers in the categories listed in section 13.4, together with Customer's own mailbox, calendar and domain providers and the mail systems that receive Customer's messages. Prospect records come from our prospect data provider. Research notes, generated drafts, generated replies and reply classifications are produced by language-model and research providers acting on our instructions. Meeting times and bookings depend on Customer's connected calendar and our scheduling provider.

14.2 Outside our control. The availability, performance, pricing, policies and decisions of those third parties are outside our control. Interruption, degradation, change or withdrawal of a third-party service may affect the Service, and we are not liable for it beyond our obligations for our sub-processors under the Data Processing Addendum. Where a provider withdraws or restricts a capability, we may change or discontinue the affected feature under section 3.6.

14.3 Deliverability. Whether a message reaches an inbox, a promotions tab or a spam folder is determined by the receiving mail system and by the reputation of Customer's own domains and mailboxes. We make no commitment as to inbox placement, folder placement, open rates or deliverability.

14.4 Prospect data quality. Records supplied by our prospect data provider reflect that provider's sources at the time of enrichment. An address marked as verified by the provider can still bounce, and a title or company can be out of date. Credits consumed to mine or research a lead are not refunded because a record later proves inaccurate or an address bounces.

14.5 Substitution. We may add, replace or remove third-party providers, subject to the notice and objection process in sections 13.5 and 13.6 where the provider will process Customer Data. We remain responsible for our sub-processors as set out in the Data Processing Addendum.

14.6 Third-party terms and links. Optional services Customer connects are governed by section 8.8. Links from the Service or our website to third-party websites are provided for convenience, and we are not responsible for their content or practices.

15.Support, warranties and disclaimers

15.1 Support. Support is provided by the SDRclose team by written message during business hours, in English. We do not currently offer a contractual SLA. Support is included with every paid plan and during the trial, is requested through the contact form or the in-app feedback route, and covers questions about the operation of the Service, faults, and account and billing matters. It does not include writing Customer's campaign copy, sourcing or cleaning Customer's lists, configuring Customer's domains or mailboxes at the provider, or advising on the lawfulness of Customer's outreach. Enterprise customers receive priority support and onboarding as set out in their order form.

15.2 Our warranty. We warrant that the Service will perform materially in accordance with its description in section 3.1 during the Subscription Term and that we will provide it with reasonable skill and care. Customer's sole remedy for a breach of this warranty is for us to use reasonable efforts to correct the non-conformity or, if we cannot do so within a reasonable time, for Customer to terminate the Agreement and receive a pro rata refund of prepaid Fees for the remainder of the Subscription Term.

15.3 Disclaimer. Except as expressly set out in section 15.2, the Service is provided as is and as available. To the fullest extent permitted by law, we disclaim all other warranties, conditions and representations, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy or quiet enjoyment, and any warranty arising from course of dealing or usage of trade.

15.4 No guaranteed outcomes. We do not warrant that use of the Service will produce replies, meetings, opportunities, pipeline, revenue, inbox placement, sender reputation or any other result. Outcomes depend on Customer's list, offer, market, timing, domain reputation and execution, none of which are within our control.

15.5 No uptime commitment. There is no service level agreement and no contractual uptime commitment. We do not warrant that the Service will be uninterrupted, timely, secure or error-free, or that every defect will be corrected. The Status page shows a live check of the Service; we do not yet publish uptime history.

15.6 Automated output. Content generated by the Service, including drafts, replies, research notes, reply classifications and parsed out-of-office dates, is produced automatically and may be inaccurate, incomplete, out of date or unsuitable for Customer's purpose. Classification may be wrong, and a reply may be missed or misread. Automatic sending, automatic replies and automatic booking, where Customer enables them for a sequence, operate without human review of each message by design. Customer accepts that risk when enabling them, must monitor the results, and remains responsible for every message and commitment made in its name.

15.7 No professional advice. Nothing in the Service, in its generated output or in any material we publish, including the Docs and the Deliverability guide, constitutes legal, regulatory, tax, compliance or professional advice. Customer is responsible for obtaining its own advice on the lawfulness of its outreach in every market it sends into.

15.8 Jurisdictional limits. Some jurisdictions do not allow the exclusion of certain warranties or conditions. To the extent such an exclusion is not permitted, the relevant warranty is limited to the minimum period and extent permitted by law.

16.Indemnification

16.1 Indemnity by Customer. Customer shall defend, indemnify and hold harmless BiopharmaWatch LLC and its members, officers, employees, contractors and agents from and against any third-party claim, demand, investigation or proceeding, and all resulting losses, damages, fines, penalties, settlements and reasonable legal costs, arising out of or relating to: Customer Data or Prospect Data, including its collection, accuracy, use or lawfulness; any message, sequence or campaign sent through the Service by or on behalf of Customer, including its content and its recipients; a breach of the Acceptable Use Policy or section 7, including any failure to honor an opt-out or to hold a lawful basis for outreach; a violation of applicable law by Customer or an Authorized User, including data protection, privacy, anti-spam, marketing, consumer protection, sanctions and export control law; complaints, notices or enforcement action by recipients, regulators, mailbox providers, blocklist operators or domain authorities arising from Customer's outreach; any act or omission of an Authorized User or of any third party acting under Customer's account; or any claim that Customer's own content, brand or offering infringes the rights of a third party.

16.2 Indemnity by us. We shall defend Customer against any third-party claim alleging that the Service, as provided by us and used in accordance with the Agreement, infringes that third party's patent, copyright or trademark or misappropriates its trade secret, and shall pay the damages finally awarded against Customer or agreed by us in settlement. This obligation does not apply to a claim arising from Customer Data, from Customer's outreach, from use in breach of the Agreement, from modification of the Service by anyone other than us, from combination of the Service with anything not supplied by us, or from output generated at Customer's direction. If the Service becomes, or in our opinion is likely to become, the subject of such a claim, we may procure the right for Customer to continue using it, modify it so that it is non-infringing without materially reducing its functionality, or terminate the Agreement and refund the unused portion of any prepaid Fees on a pro rata basis. This section states our entire liability and Customer's exclusive remedy for intellectual property infringement by the Service.

16.3 Procedure. The party seeking indemnity shall give the indemnifying party prompt written notice of the claim, reasonable cooperation at the indemnifying party's expense, and sole control of the defense and settlement, except that no settlement may impose a non-indemnified obligation or an admission of fault on the other party without that party's prior written consent, which shall not be unreasonably withheld. The indemnified party may participate at its own expense with counsel of its own choosing. A failure to give prompt notice relieves the indemnifying party of its obligations only to the extent it is prejudiced by the delay.

16.4 Relationship to the liability cap. The indemnity given by Customer under section 16.1 is not subject to the cap in section 17.2. The indemnity given by us under section 16.2 is subject to section 17.

17.Limitation of liability

17.1 Exclusion of indirect loss. To the fullest extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, contracts, anticipated savings, goodwill, reputation, data or business opportunity, whether arising in contract, tort, negligence, statute or otherwise, and whether or not the party was advised of the possibility of such loss.

17.2 Cap. To the fullest extent permitted by law, each party's total aggregate liability arising out of or relating to the Agreement, however arising, is limited to the total Fees paid or payable by Customer to us in the twelve months immediately preceding the event giving rise to the liability. Where no Fees have been paid, including during a free trial, that aggregate liability is limited to $100.

17.3 Higher cap for confidentiality and data protection. For a breach of section 12 or of the Data Processing Addendum, each party's total aggregate liability is instead limited to two times the amount in section 17.2, and the exclusion in section 17.1 does not apply to regulatory fines and the reasonable costs of notifying affected individuals that result directly from that breach.

17.4 Carve-outs. Nothing in the Agreement limits or excludes liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, for gross negligence or willful misconduct, or for any other liability that cannot be limited or excluded by applicable law. The caps in sections 17.2 and 17.3 do not apply to Customer's obligation to pay Fees, to Customer's indemnity under section 16.1, to Customer's breach of the Acceptable Use Policy or section 7, or to either party's infringement of the other's intellectual property rights.

17.5 Basis of the bargain. The exclusions and limitations in this section apply even if a limited remedy fails of its essential purpose. They reflect an agreed allocation of risk between the parties and are a basis of the pricing of the Service.

17.6 Time limit. Except for claims for non-payment and claims that cannot be limited by law, no claim arising out of the Agreement may be brought more than twelve months after the claiming party first became aware, or should reasonably have become aware, of the facts giving rise to it.

18.Term, termination and data afterwards

18.1 Term. The Agreement begins when Customer first accepts these Terms and continues for as long as Customer holds an account, through the free trial and each successive Subscription Term, until terminated in accordance with this section.

18.2 Termination by Customer. Customer may cancel its subscription at any time under section 6.3, with effect at the end of the current Subscription Term, after which the account enters the non-paid state in section 6.4. Customer may also delete its account at any time under section 11.6, which ends the Agreement immediately. Deleting the account ends any subscription without refund of prepaid Fees, so a Customer that wishes to use the remainder of a paid period should cancel rather than delete, and should export its data first.

18.3 Termination by us. We may terminate the Agreement for convenience on 30 days' notice by email to the address on the account, in which case we will refund the unused portion of any prepaid Fees on a pro rata basis. We may terminate the Agreement for cause, with immediate effect, on the grounds in section 9.1, where a material breach capable of remedy has not been remedied within 15 days after notice, or where Fees remain unpaid 30 days after notice under section 6.6. No refund is due on termination for cause.

18.4 Effect of termination. On termination the license in section 3.3 ends, sequences stop, Connected Mailboxes are disconnected, and Top-up Credits lapse. Fees accrued before termination remain payable. Termination does not affect rights and obligations that accrued before it.

18.5 Data after cancellation. If Customer cancels without deleting the account, Customer Data remains associated with the account in the non-paid state so that Customer can export it or resume a subscription. Section 6.4 describes when we may delete the data of an account that remains in that state.

18.6 Data after deletion. When Customer deletes the account, or when we terminate the Agreement, Customer Data is deleted from the live Service. Residual copies persist in routine backups, which are overwritten on a rolling basis and fall out of retention within 30 days. Those copies are not restored to active use except to recover from a failure of the Service, and records we are required to keep by law are retained for the required period. Return and deletion are described in section 11 of the Data Processing Addendum.

18.7 Opt-out records. As stated in section 11.8, suppression records survive account deletion so that a person who has unsubscribed is never contacted again through the Service.

18.8 Account data. Our retention of Customer's account and billing records after termination, as controller, is described in the Privacy Policy.

19.Governing law and dispute resolution

19.1 Governing law. The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter, including non-contractual disputes, are governed by the laws of the U.S. state in which BiopharmaWatch LLC is organized, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Informal resolution first. Before starting formal proceedings, the party raising a dispute shall notify the other of it: Customer through the contact form, and we by email to the address on the account. The notice must describe the issue and the resolution sought. The parties shall attempt in good faith to resolve the matter for 30 days from that notice. This step does not apply where a party seeks urgent injunctive relief.

19.3 Courts. If the dispute is not resolved within that period, it shall be brought exclusively in the state or federal courts located in the U.S. state in which BiopharmaWatch LLC is organized. Each party consents to the personal jurisdiction of those courts and waives any objection based on inconvenient forum. The specific venue is confirmed on request through the contact form.

19.4 Injunctive relief. Nothing in this section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, or to stop ongoing abuse of the Service.

19.5 Individual basis and jury waiver. To the fullest extent permitted by law, each party agrees that disputes will be brought in an individual capacity only, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. To the extent permitted by law, each party knowingly and voluntarily waives any right to trial by jury in respect of any dispute arising out of the Agreement.

19.6 Mandatory local rights. Nothing in this section deprives Customer of the protection of any mandatory provision of the law of the country in which Customer is established, or of any consumer right that cannot be waived by agreement, where such a provision or right applies despite section 1.4.

20.General provisions

20.1 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior and contemporaneous discussions, proposals, purchase order terms and representations. Neither party has relied on any statement not set out in the Agreement, except that nothing excludes liability for fraudulent misrepresentation. In the event of conflict, the order of precedence in section 1.6 applies: a signed order form or enterprise agreement, then the Data Processing Addendum, then these Terms, then the Acceptable Use Policy, then the Privacy Policy and Cookie Policy.

20.2 Changes to these Terms. We may update these Terms. Where a change is material, we will give at least 30 days' notice by email to the address on the account before it takes effect, and the updated Terms will show a new effective date. Changes that are not material, such as clarifications, corrections and changes required by law, take effect when published. Continued use of the Service after the effective date constitutes acceptance. A Customer that does not accept a material change may cancel under section 6.3 before the change takes effect; the cancellation takes effect at the end of the current Subscription Term, and the change does not apply to Customer for the remainder of that Term.

20.3 Assignment. Customer may not assign or transfer the Agreement, in whole or in part, without our prior written consent, which shall not be unreasonably withheld. We may assign the Agreement to an affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of the assets to which it relates, on notice to Customer. Any attempted assignment in breach of this section is void. The Agreement binds and benefits the parties and their permitted successors and assigns.

20.4 Severability. If any provision of the Agreement is held invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed. The remaining provisions continue in full force.

20.5 No waiver. A failure or delay in exercising any right under the Agreement is not a waiver of that right. A waiver is effective only if given in writing and applies only to the instance for which it is given.

20.6 Force majeure. Neither party is liable for any failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labor dispute, government action, change of law, failure of telecommunications or internet infrastructure, failure or withdrawal of a third-party provider, or a widespread cyber attack. The affected party shall notify the other and resume performance as soon as reasonably practicable. This section does not excuse an obligation to pay Fees already due.

20.7 Notices. We give notice to Customer by email to the address on the account, or through a notice within the Service where these Terms allow it, and such notice is deemed received on the day it is sent. Customer gives notice to us through the contact form, and such notice is deemed received on the next business day. Customer is responsible for keeping the account email address current and monitored. Legal notices to us must state that they are a legal notice and identify the account concerned.

20.8 Relationship of the parties. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary, franchise or employment relationship, and neither party may bind the other.

20.9 No third-party beneficiaries. The Agreement is for the benefit of the parties only. No other person has any right to enforce any of its terms, except that the persons indemnified under section 16.1 may rely on that section.

20.10 Export and sanctions. Each party shall comply with all applicable export control and economic sanctions laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a country or territory that is the subject of comprehensive sanctions, is not a person with whom dealings are prohibited under those laws, and will not use the Service to contact or transact with such persons.

20.11 Interpretation. Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa. References to a statute or regulation include its amendments and successors. The English language version of the Agreement controls in the event of any conflict with a translation. No rule of construction applies against the party that drafted a provision.

20.12 Counterparts and electronic acceptance. The Agreement may be accepted electronically, and an electronic record of acceptance is admissible as evidence of the Agreement. A signed order form may be executed in counterparts and by electronic signature.

20.13 Survival. Sections 2, 3.5, 3.7, 5.6, 6.4, 6.7, 6.8, 6.9, 7.1, 10, 11.1, 11.2, 11.4, 11.5, 11.8, 11.9, 12, 13.8, 13.9, 14.2 to 14.4, 15.3 to 15.8, 16, 17, 18.4 to 18.8, 19, 20 and 21 survive termination or expiry of the Agreement, together with any other provision which by its nature is intended to survive.

21.How to contact us

21.1 SDRclose is operated by BiopharmaWatch LLC, a United States limited liability company.

21.2 All enquiries about these Terms, including questions about a plan, an order form or an enterprise agreement, requests for a countersigned Data Processing Addendum or the named sub-processor list, security questionnaires, vulnerability reports, privacy and data subject requests, billing queries and legal notices, should be sent through the contact form on our website.

21.3 Reports of abuse concerning email sent through the Service should be sent through the same form and should include the full message headers and a copy of the message where available, so that the sending account can be identified and the matter investigated under the Acceptable Use Policy.

21.4 The Legal page lists every document that forms part of, or is referred to in, the Agreement, with its current effective date.

Questions about these Terms, or need an enterprise agreement or order form?

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