Terms of Service

Effective Date: [Effective Date]
Last Updated: [Last Updated Date]
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Draft notice. This document is provided for informational purposes and as a high-quality starting draft. It does not constitute legal advice. Axiogen's actual policies and agreements must be reviewed, customized, and approved by qualified legal counsel licensed in the relevant jurisdictions before publication or use.

1. Acceptance of these Terms

These Terms of Service (the "Terms") are a binding agreement between Axiogen AI Inc. ("Axiogen AI," "Axiogen," "we," "us," or "our"), and the entity or person accessing or using the Services ("you" or "Customer").

By accessing the website at axiogen.ai (the "Site"), creating an account, clicking "I agree," executing an Order Form that references these Terms, or using the Axiogen platform, API, or any related service (together, the "Services"), you accept these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" and "Customer" refer to that entity.

Order of precedence. If you and Axiogen have signed a Master Services Agreement, Enterprise Subscription Agreement, or other written agreement covering the Services (an "Enterprise Agreement"), that agreement governs to the extent of any conflict with these Terms. Our Data Processing Addendum forms part of these Terms where Customer Content includes personal data, and a Business Associate Agreement applies where Customer elects to process Protected Health Information. Our Privacy Policy describes how we handle personal information and is incorporated by reference.

If you do not agree to these Terms, do not use the Services.

2. The Services

Axiogen provides an AI-powered predictive intelligence and commercial operating platform for pharmaceutical and medical-device companies in medical aesthetics. The Services include, as specified in an Order Form:

the Axiogen Platform — a web application providing a unified ontology of aesthetics practices and providers; social-media, review, and market intelligence; key-opinion-leader and digital-opinion-leader tracking; loyalty and relationship graphs; credential validation; territory intelligence; next-best-action scoring; and tools for planning and documenting compliant professional outreach;
the Axiogen API — programmatic access to Axiogen Data and Platform functionality, governed additionally by the API documentation and any API-specific terms we publish;
Axiogen Data — the proprietary dataset of practice, provider, professional, social, review, firmographic, device, and regulatory information and the analytics, scores, classifications, and relationships Axiogen derives from it (see Section 7); and
related Documentation, onboarding, support, and professional services.

Axiogen may modify the Services from time to time, including by adding, changing, or retiring features, provided that we do not materially reduce the core functionality of a paid subscription during its term without notice.

Not a clinical or regulatory tool. The Services provide commercial and market intelligence. They are not a medical device, do not provide medical advice, and must not be used to make or support clinical decisions about any patient. See Section 10.

3. Eligibility, accounts, and users

3.1 Eligibility

The Services are offered to businesses and their personnel. You must be at least 18 years old and able to form a binding contract. The Services are not offered to consumers or patients.

3.2 Accounts and Authorized Users

Customer may permit its employees and individual contractors ("Authorized Users") to use the Services up to the number and type of seats specified in the Order Form. Customer is responsible for (a) ensuring Authorized Users comply with these Terms; (b) the accuracy of account information; (c) maintaining the confidentiality of credentials, including credentials issued through single sign-on (SSO) or provisioned via SCIM; and (d) all activity under its accounts. Customer must promptly deprovision users who leave its organization and notify [Security Contact Email] of any unauthorized use.

3.3 Trials and evaluations

If we provide the Services on a free, trial, pilot, or beta basis, the Services are provided "as is," without support commitments, may be suspended or terminated at any time, and are subject to any additional terms we specify. Trial data may be deleted at the end of the trial.

4. License and restrictions

4.1 License to Customer

Subject to these Terms and payment of applicable fees, Axiogen grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to (a) access and use the Platform and API, and (b) access, display, download (where the feature is enabled), and use Axiogen Data and outputs generated by the Services ("Outputs"), in each case solely for Customer's internal business purposes in the territory specified in the Order Form, and in compliance with the Acceptable Use Policy in Section 5.

4.2 Permitted internal use of Axiogen Data

Customer may use Axiogen Data and Outputs to plan territories and segmentation; identify, validate, and prioritize healthcare professionals and practices for scientific, medical-affairs, and commercial engagement; support market analysis; document outreach for compliance review; and integrate Axiogen Data into Customer's internal CRM, data warehouse, or analytics systems, provided such systems are used only by Customer and its Authorized Users and Axiogen's use restrictions continue to apply.

4.3 Restrictions

Except as expressly permitted in these Terms or an Enterprise Agreement, Customer will not, and will not permit anyone to:

sell, resell, license, sublicense, rent, lease, distribute, publish, or otherwise make Axiogen Data, Outputs, or the Services available to any third party, including affiliates not named in the Order Form, agencies, or contract sales organizations (unless those parties are enrolled as Authorized Users acting solely for Customer);
use Axiogen Data or Outputs to create, train, augment, validate, or contribute to any database, dataset, model, or product that competes with or substitutes for the Services;
scrape, crawl, bulk-download, or systematically extract data from the Services beyond the export and API limits enabled for Customer's subscription, or circumvent any rate limit, quota, access control, or technical protection;
reverse engineer, decompile, disassemble, or attempt to derive the source code, models, scoring logic, or underlying structure of the Services, except to the extent applicable law expressly prohibits this restriction;
remove, obscure, or alter provenance metadata, notices, or attributions in Axiogen Data;
use the Services to build a profile of any individual for purposes unrelated to the individual's professional role, or combine Axiogen Data with other data to identify patients;
use the Services or Axiogen Data for any purpose regulated by the U.S. Fair Credit Reporting Act or similar laws, including determining eligibility for employment, credit, insurance, housing, licensure, or benefits;
access the Services in order to monitor their availability, performance, or functionality for competitive purposes, or to benchmark them for publication without Axiogen's written consent;
interfere with or disrupt the integrity or performance of the Services, introduce malicious code, or attempt to gain unauthorized access to any system, account, or data; or
use the Services in violation of applicable law or the Acceptable Use Policy.

4.4 API terms

Use of the Axiogen API is subject to the rate limits, authentication requirements, and usage guidelines in the Documentation. API keys are confidential credentials; Customer must store them securely, never embed them in client-side code, and rotate them immediately if compromised. Axiogen may throttle or suspend API access that exceeds documented limits or threatens Service stability, and will notify Customer where practicable.

5. Acceptable Use Policy

Customer acknowledges that the Services are used in a highly regulated industry and that Customer — not Axiogen — is responsible for how it engages with healthcare professionals ("HCPs"), practices, and the public. Customer agrees that it and its Authorized Users will:

Promotion and regulatory compliance

Use the Services' outreach and messaging features only for communications that have been reviewed and approved under Customer's own medical-legal-regulatory (MLR) or equivalent process and that comply with all applicable laws and regulations, including U.S. FDA requirements governing the promotion of prescription drugs and medical devices, and equivalent requirements in any other jurisdiction where Customer operates.
Not use the Services to promote any product for an unapproved ("off-label") use, to make misleading claims, or to create, disseminate, or store promotional materials that have not been appropriately reviewed. Axiogen's off-label detection and audit-trail features are aids to Customer's compliance process; they do not replace it, and Axiogen makes no representation that they will identify every non-compliant communication.
Comply with the federal Anti-Kickback Statute, the Physician Payments Sunshine Act and state transparency laws, the PhRMA Code on Interactions with Health Care Professionals, the AdvaMed Code of Ethics, and comparable industry codes, in all engagement planned or documented through the Services.

Communications law

Comply with all laws governing commercial communications, including the CAN-SPAM Act, the Telephone Consumer Protection Act, state telemarketing and text-messaging laws, and applicable professional-contact and do-not-contact requirements, when contacting any person identified through the Services.
Honor any suppression or opt-out flag that Axiogen attaches to a record, and not contact an individual whose record is flagged as suppressed.

Privacy and data protection

Use Professional Data only in Customer's capacity as an independent controller, consistent with Customer's own privacy notices, applicable data protection laws, and Section 4.3.
Not upload to the Services any Protected Health Information unless Customer has executed a Business Associate Agreement with Axiogen (see HIPAA & Business Associate Information), and not upload any special-category or sensitive personal data that the Services are not configured to hold.
Not upload Customer Content that Customer does not have the right to share with Axiogen.

General

Not use the Services for any unlawful, harassing, defamatory, or fraudulent purpose, or in any manner that could harm the reputation of Axiogen, its data sources, or the HCP community.
Not use the Services to develop or assist in the development of any product that would violate the intellectual-property or contractual rights of Axiogen's data providers.

Axiogen may investigate suspected violations and may suspend access as described in Section 12.3. Axiogen is not obligated to monitor Customer's use of the Services, but may do so to enforce these Terms and to protect the Services.

6. Customer Content

6.1 Ownership

Customer retains all right, title, and interest in and to the data, files, notes, CRM records, and other content that Customer or its Authorized Users upload to or create in the Services ("Customer Content"). Customer Content does not include Axiogen Data, Outputs, or usage data.

6.2 License to Axiogen

Customer grants Axiogen a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Content solely to provide, secure, support, and improve the Services for Customer, and as otherwise instructed by Customer or required by law.

6.3 No cross-customer use; no model training on Customer Content

Axiogen will not use Customer Content to train or fine-tune machine-learning models that are made available to any other customer, and will not disclose Customer Content to any other customer. Axiogen may use aggregated, de-identified usage data and statistics that do not identify Customer, any Authorized User, or any individual to operate, analyze, and improve the Services.

6.4 Customer responsibilities

Customer is responsible for the accuracy, quality, legality, and appropriateness of Customer Content and for the means by which it acquired Customer Content. Customer represents that it has all rights, consents, and notices necessary to provide Customer Content to Axiogen for processing as described in these Terms and the Data Processing Addendum.

6.5 Return and deletion

Upon termination or expiration, Axiogen will make Customer Content available for export for [30] days and will then delete it in accordance with the Data Processing Addendum, except for copies retained in routine backups (which are deleted in the ordinary course) and as required by law.

7. Axiogen Data and intellectual property

7.1 Axiogen's rights

Axiogen and its licensors own and retain all right, title, and interest in and to the Services, Axiogen Data, the Documentation, the ontology, models, scores, classifications, relationship graphs, and all software, algorithms, user interfaces, designs, and know-how underlying them, together with all improvements and derivative works, and all intellectual-property rights in each of the foregoing. No rights are granted except those expressly stated in these Terms.

7.2 Outputs

As between the parties, Customer may use Outputs generated for Customer during the Subscription Term for its internal business purposes under Section 4. To the extent Outputs incorporate Axiogen Data, the restrictions in Section 4.3 continue to apply after the Subscription Term ends. [COUNSEL/COMMERCIAL DECISION: whether Customer may retain exported Axiogen Data after termination (commonly: no, except records of Customer's own documented activity, or for a defined "wind-down" period).]

7.3 Feedback

If Customer or its Authorized Users provide suggestions, ideas, or feedback about the Services, Axiogen may use them without restriction or obligation.

7.4 Third-party data and open-source components

Axiogen Data incorporates information from public and commercially licensed sources. Customer's use of such information is subject to the restrictions in these Terms and to any additional terms Axiogen identifies in the Documentation for particular data sources. The Services may include open-source software components governed by their own licenses, which are identified in the Documentation.

8. Fees and payment

Fees, billing frequency, and payment terms are set out in the Order Form. Unless the Order Form says otherwise: fees are stated and payable in U.S. dollars; invoices are due within [30] days of the invoice date; fees are non-cancellable and non-refundable except as expressly provided in these Terms; overdue amounts accrue interest at the lesser of [1.0]% per month or the maximum rate permitted by law; and Customer is responsible for all taxes other than taxes on Axiogen's net income. Axiogen may suspend the Services on [10] days' written notice for non-payment. Axiogen may increase fees for a renewal term by giving notice at least [60] days before the renewal date.

9. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Content, Axiogen Data, non-public features of the Services, security documentation, pricing, and the terms of any Order Form. Confidential Information excludes information that is or becomes public through no fault of the recipient, was known to the recipient before disclosure, is independently developed, or is rightfully received from a third party without restriction.

The receiving party will (a) use the disclosing party's Confidential Information only to perform under or exercise rights granted by these Terms; (b) protect it with at least reasonable care; and (c) disclose it only to its employees, contractors, advisors, and (for Axiogen) sub-processors who need to know it and are bound by obligations at least as protective as these. A party may disclose Confidential Information to the extent required by law or court order, provided it gives prompt notice (where legally permitted) and reasonable cooperation to seek protective treatment. These obligations survive for [5] years after termination, and indefinitely for trade secrets and Customer Content.

10. Warranties and disclaimers

10.1 Mutual warranties

Each party represents that it has the authority to enter into these Terms and that doing so does not violate any other agreement it is bound by.

10.2 Axiogen warranties

Axiogen warrants that (a) during the Subscription Term the Platform will perform materially in accordance with the Documentation; (b) it will maintain the security program described in the Security & Trust Overview and the Data Processing Addendum; and (c) it will not materially decrease the core functionality of the Services during a paid Subscription Term. Customer's sole remedy for breach of warranty (a) is for Axiogen to use commercially reasonable efforts to correct the non-conformity, and if Axiogen cannot do so within [30] days of notice, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid, unused fees.

10.3 Customer warranties

Customer warrants that its use of the Services, Axiogen Data, and Outputs will comply with Sections 4 and 5 and with all applicable laws, regulations, and industry codes, and that it has obtained all rights and consents necessary for Customer Content.

10.4 Nature of commercial intelligence; disclaimers

Customer acknowledges that:

Axiogen Data is commercial intelligence assembled from public, licensed, and derived sources. It is continuously refreshed but may at any moment contain information that is incomplete, inaccurate, or out of date. Scores, classifications, predictions, and recommendations are probabilistic estimates and are provided to inform — not replace — the judgment of Customer's qualified personnel.
The Services are not a substitute for Customer's own compliance function. MLR-related features (including off-label detection and audit trails) are tools to support Customer's process and do not constitute legal or regulatory advice or a guarantee of compliance.
The Services are not intended for clinical use. Nothing in the Services constitutes medical advice or should be used to diagnose, treat, or make decisions about any patient.
Credential validation reflects the sources available to Axiogen at the time of validation and does not constitute primary-source verification for credentialing, privileging, or licensure purposes.

EXCEPT AS EXPRESSLY SET OUT IN SECTION 10.2, THE SERVICES, AXIOGEN DATA, AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, AXIOGEN AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND NON-INTERRUPTION, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. AXIOGEN DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT USE OF THE SERVICES WILL ACHIEVE ANY PARTICULAR COMMERCIAL RESULT.

11. Indemnification and limitation of liability

11.1 Indemnification by Axiogen

Axiogen will defend Customer against any third-party claim alleging that the Platform, as provided by Axiogen and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will pay damages and costs finally awarded or agreed in settlement. If such a claim is made or appears likely, Axiogen may procure the right for Customer to continue using the Platform, modify it to be non-infringing, or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid, unused fees. Axiogen has no obligation for claims arising from Customer Content, combinations with items not supplied by Axiogen, modifications not made by Axiogen, or use in breach of these Terms.

11.2 Indemnification by Customer

Customer will defend Axiogen, its affiliates, and their officers, directors, employees, and agents against any third-party claim (including claims or investigations by governmental or regulatory authorities) arising from (a) Customer Content; (b) Customer's or its Authorized Users' use of the Services, Axiogen Data, or Outputs in breach of Sections 4 or 5 or applicable law, including any communication, promotional activity, or HCP interaction conducted by or for Customer; or (c) Customer's violation of any third party's rights, and will pay damages, fines, penalties, and costs finally awarded or agreed in settlement.

11.3 Procedure

The indemnified party must promptly notify the indemnifying party of the claim (delay relieves the indemnifying party only to the extent it is prejudiced), give the indemnifying party sole control of the defense and settlement (provided that no settlement may impose non-monetary obligations or admissions on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

11.4 Exclusion of damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.5 Cap on liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO AXIOGEN UNDER THE APPLICABLE ORDER FORM IN THE [12] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.6 Exceptions

Sections 11.4 and 11.5 do not limit (a) either party's indemnification obligations under this Section 11; (b) liability for breach of Section 9 (Confidentiality) [COMMERCIAL DECISION: commonly subject to a separate, higher "super-cap," e.g., [2–3]× fees]; (c) Customer's payment obligations; (d) Customer's liability for use of the Services, Axiogen Data, or Outputs in breach of Sections 4 or 5; or (e) liability that cannot be limited under applicable law, including for gross negligence, willful misconduct, or fraud. [COUNSEL DECISION: treatment of data-breach liability — commonly a separate super-cap aligned to the Data Processing Addendum.]

12. Term, suspension, and termination

12.1 Term

These Terms apply from the earlier of your first use of the Services or the effective date of an Order Form, and continue until all Order Forms have expired or been terminated. Each Order Form has the Subscription Term stated in it and, unless the Order Form says otherwise, renews automatically for successive periods equal to the initial term unless either party gives notice of non-renewal at least [60] days before the end of the then-current term.

12.2 Termination for cause

Either party may terminate these Terms or any Order Form on written notice if the other party materially breaches them and fails to cure within [30] days of notice (or immediately if the breach is incapable of cure), or becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or similar proceedings not dismissed within [60] days.

12.3 Suspension

Axiogen may suspend access to all or part of the Services immediately, with notice where practicable, if (a) Customer or an Authorized User breaches Sections 4 or 5; (b) continued use poses a security risk to the Services or any third party; (c) Axiogen is required to do so by law or a data provider; or (d) fees are overdue as described in Section 8. Axiogen will limit suspension to what is reasonably necessary and restore access once the issue is resolved.

12.4 Effect of termination

On termination or expiration: all licenses end; Customer must stop using the Services and, subject to Section 7.2, delete Axiogen Data and Outputs in its possession and certify deletion on request; Axiogen will handle Customer Content as described in Section 6.5 and the Data Processing Addendum; and Customer will pay all fees accrued through the termination date. If Customer terminates for Axiogen's uncured material breach, Axiogen will refund prepaid fees for the remainder of the Subscription Term.

12.5 Survival

Sections 4.3, 6.3, 6.5, 7, 8 (for amounts accrued), 9, 10.4, 11, 12.4, 12.5, 13, and 14 survive termination.

13. Governing law and dispute resolution

These Terms are governed by the laws of [Governing Law Jurisdiction — e.g., the State of Delaware], without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

[COUNSEL DECISION — select one.]

Option A (courts): Each party submits to the exclusive jurisdiction of the state and federal courts located in [Venue — e.g., Wilmington, Delaware] for any dispute arising out of or relating to these Terms, and waives any objection to venue or inconvenient forum. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

Option B (arbitration): Any dispute arising out of or relating to these Terms that cannot be resolved through good-faith negotiation within [30] days will be finally resolved by binding arbitration administered by [JAMS / the American Arbitration Association] under its [Comprehensive / Commercial] Arbitration Rules, before a single arbitrator, seated in [Seat], in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or equitable relief in court to protect its intellectual property or Confidential Information.

Before initiating any proceeding, the parties will attempt in good faith to resolve the dispute through escalation to senior executives for at least [30] days, except where injunctive relief is sought.

14. General provisions

Entire agreement. These Terms (including the Order Form, the Data Processing Addendum, any Business Associate Agreement, and the Documentation) are the entire agreement between the parties about the Services and supersede all prior or contemporaneous agreements and communications. Terms in any Customer purchase order or vendor-registration portal are rejected and have no effect.
Changes to these Terms. We may update these Terms by posting a revised version with a new "Last Updated" date. Material changes will be notified to Customer's account administrator at least [30] days before they take effect and will apply at the start of the next Subscription Term, unless required earlier by law. Continued use after the effective date constitutes acceptance. Changes do not override a signed Enterprise Agreement.
Assignment. Neither party may assign these Terms without the other's written consent, except to an affiliate or a successor in a merger, acquisition, or sale of substantially all of its assets, on notice. Any other attempted assignment is void.
Subcontractors. Axiogen may use subcontractors and sub-processors to perform the Services and remains responsible for their performance.
Export and sanctions. Each party will comply with applicable export control and sanctions laws. Customer represents that it is not located in, and will not permit access from, any country or by any person subject to comprehensive U.S. sanctions.
U.S. Government users. The Services are "commercial computer software" and "commercial computer software documentation"; government users acquire only the rights granted to all other customers.
Publicity. Neither party will use the other's name or logo in marketing without prior written consent. [COMMERCIAL DECISION: whether to permit Axiogen to list Customer as a customer.]
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
Notices. Notices to Axiogen must be sent to [Legal Contact Email] (e.g., legal@axiogen.ai) with a copy by mail to Axiogen AI Inc., Attn: Legal, [Registered Address]. Notices to Customer will be sent to the email address of Customer's account administrator or the address in the Order Form. Notices are effective on receipt.
Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, agency, or fiduciary relationship.
Waiver; severability. Failure to enforce a provision is not a waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect.
Interpretation. Headings are for convenience; "including" means "including without limitation."
Counterparts; electronic acceptance. Order Forms may be executed electronically and in counterparts.

15. Contact

Questions about these Terms: [Legal Contact Email] (e.g., legal@axiogen.ai). Enterprise inquiries: enterprise@axiogen.ai. Full contact details are on our Contact page.