Ekarnia Service Provider User Terms & Conditions v1.1

SCROLL DOWN TO READ THESE TERMS (THE “AGREEMENT”) AND CLICK THE "ACCEPT" BUTTON / “TICK / CHECK” THE BOX. CLICKING ON "ACCEPT” MEANS YOU HAVE READ, UNDERSTAND AND UNCONDITIONALLY AGREED TO THESE TERMS AND CONDITIONS AS IF YOU HAD ORIGINALLY AGREED TO THEM IN A WRITING. IF YOU DO NOT AGREE,YOU WILL NOT BE ABLE TO ACCESS EKARNIA.

1. Welcome to the EKARNIA (the “Platform”). The Platform is operated by Limelight Health Limited t/a EKARNIA (“Limelight”, “EKARNIA”, “We”, “Us”), a limited liability company registered in England & Wales, with its registered office at 55 Station Road, Beaconsfield, England, HP9 1QL under number 14738203.

In consideration of the mutual covenants and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, the parties agree as follows:

2. CONTRACT

1. These Terms (the “Terms”) establish the contractual framework under which EKARNIA will provide services to the Service Provider and its Users once a User Agreement has been established by the registration of a Primary User of the Service Provider on the Platform.

2. A “User Agreement” is formed in one of the following ways:

   1. BASIC USERS: A User Agreement is formed when a Primary User (i) selects the Basic User Package for EKARNIA, and (ii) accepts these Terms for and on behalf of the Service Provider. 

   2. ENHANCED AND PREMIUM USERS: A User Agreement is formed when a Primary User (i) selects the Enhanced or Premium User Package for EKARNIA, and (ii) accepts these Terms for and on behalf of the Service Provider, and (iii) EKARNIA receives payment of the applicable subscription fee (as published at the time of application).

3. These Terms are deemed to be incorporated into each User Agreement and apply to all Users, to the exclusion of any other terms or conditions implied by law, trade custom, practice, or course of dealing or any other standard terms and conditions.

3. DEFINITIONS

Account means the Service Provider Account and includes the User Accounts of its Users.

Affiliate means, with respect to a Party, any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Party, where "control" means at least a 50% ownership interest in such entity or the power to direct the management of such entity, whether through the ownership of voting securities, by contract, or otherwise.

Service Provider Account means the Service Provider Profile together with the underlying Service Provider account details.

Artificial Intelligence means the application of computer systems and processes capable of performing tasks or producing output that typically requires human intelligence. This includes machine learning techniques applied to large collections of data.

Authorised Purpose means use of the Platform by the Service Provider for the purpose of marketing the Service Provider’s service offerings to EKARNIA Customers, Service Provider Clients, and potential new Clients.

Service Provider Profile means the Service Provider account set up on the Platform, describing the Service Provider’s service offerings to Customers and any other relevant information.

Basic User or Package describes the EKARNIA services and functionality available which are not behind a paywall and are freely available to all registered Users of the Platform and are described here. You must be registered as a Basic User (at minimum) to view the Platform.

Client Only Service Provider Content means Service Provider Commercial Content that can only be accessed by the relevant Client of the Service Provider.

Client Feedback means opinions, reviews, and feedback on the provision of services by the Service Provider from Clients of the Service Provider and or Customers of EKARNIA displayed on the Service Provider Profile.

Client means a client of the Service Provider, whether established before its introduction to the Service Provider by EKARNIA or as a result of its introduction via EKARNIA.

Customer means the customers of EKARNIA for the purposes of Service Provider discovery and intelligence to meet the needs of procurement professionals, business stakeholders across different commercialization functions in the pharmaceutical, biotechnology, and medical technology industries, as well as other industries, as appropriate.

Data Protection Law means the General Data Protection Regulation (EU) 2016/679 (GDPR), the UK GDPR and the UK Data Protection Act 2018 and all implementing laws and other laws and regulations applicable to the processing of personal data. The terms Data Subject, Controller, Processor and Process shall be interpreted in accordance with applicable Data Protection Law.

Discovery & Intelligence Customers means all Customers of EKARNIA under the terms of a Discovery & Intelligence User Agreement seeking to use the Platform for the supply chain management, discovery and intelligence (which for the avoidance of doubt, this Agreement is not).

Enhanced User or Package describes the enhanced EKARNIA services and functionality which are paywall enabled and are described here.

EKARNIA means the Platform.

Enhanced Functionality means the additional services accessible to the Service Provider if it subscribes for the paywall enabled Enhanced Package or Premium Package functionality.

Feedback refers to any suggestion or idea for improving or otherwise modifying any of EKARNIA’s products or services.

Intellectual Property means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Life Science Vendors means businesses providing services to the pharmaceutical and life sciences sector. This includes, but is not limited to, companies providing services in pharmaceutical marketing, medical communications, healthcare public relations, healthcare digital marketing, data analytics and AI solutions, medical education, health economics and outcomes research, market access consultancy, patient support and engagement services, compliance and regulatory affairs, event management and logistics, and other related disciplines serving the pharmaceutical and life sciences industries

Personal Data Personal Data means any information relating to an identified or identifiable living individual, where an identifiable individual is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that individual, as further defined by the GDPR.

Platform means the EKARNIA cloud-based software-as-a-service platform, including all service provider content and data, the database, the Taxonomy & definitions, owned and operated by Limelight Health Limited t/a EKARNIA which supports the identification, scoring, and management of healthcare agencies across predefined disciplines for the purpose of supply chain management and selection, discovery and intelligence.

Premium User or Package describes the premium EKARNIA services and functionality which are paywall enabled and are described here.

Primary User means an employee, director, agent or representative of the Service Provider who has been authorised by the Service Provider to subscribe to and use the Platform for and on behalf of the Service Provider company, and who is authorised by the Service Provider to amend the Service Provider Profile and/or access the paywall enabled functionality of the Platform and/or enable Secondary Users to the Platform.

Promoter Score means a ranking of the Client’s perceived satisfaction out of 10 with the services provided by the Service Provider to a Client.

Representatives means employees, officers, subcontractors, agents or representatives of EKARNIA appointed by EKARNIA to assist with the maintenance and functionality of EKARNIA and or provide services to Customers of EKARNIA using the Platform.

Secondary User means the Service Provider’s employees, directors, agents or representatives who have been authorised by the Service Provider to use the Platform to amend the Service Provider Profile and/or access the paywall enabled functionality of the Platform.

Service Provider means the User’s employer entity, whose company name is registered as the Service Provider Account owner on the EKARNIA Platform and includes its Affiliates.

Service Provider Personnel Content means identifiable personal data of its Representatives including inter alia, telephone numbers (including mobile), email addresses, images, photographs, videos, biographies, or other information about or featuring its Representatives, required for administration of the Platform and the Account and/or to enable Customers or Clients to carry out due diligence about the service offerings of the Service Provider. 

Service Provider Commercial Content means all marketing materials and business credentials supplied by the Service Provider on the Platform. Subscription Period means the Subscription Period set out in the User Agreement.

Service Provider Marks means the name and logo of the Service Provider.

Taxonomy means the proprietary science of classifying and organizing service providers on the Platform into groups based on shared characteristics. It involves naming, describing, and grouping Service Providers to understand their relationships and evolution.

User means the Service Provider’s authorised users of the Platform, whether they are a Primary User or Secondary User.

User Account means each Users profile used to access EKARNIA and the Service Provider Account, being either a Primary User or a Secondary User.

User Agreement has the meaning defined in clause 2.2.

User Content means all information supplied by the Service Provider on the Platform.

Unverified Service Provider means a Service Provider listed on the Platform whose Service Provider Profile has not been claimed by the relevant Service Provider, the information about which has been compiled by EKARNIA using publicly available information.

Verified Service Provider means a Service Provider Account that has been claimed by the relevant Service Provider to which the entry relates, and whose profile has been completed and updated by the relevant Service Provider.

4. SERVICE PROVIDER INCLUSION ON PLATFORM 

1. The EKARNIA Platform is exclusively available to Life Science Vendors.

2. The primary purpose of the Platform is to support the identification, ranking, and management of Life Science Vendors across predefined disciplines for the purpose of supply chain management, discovery and intelligence by Customers.

3. EKARNIA may have listed your Service Provider Profile on EKARNIA as an Unverified Service Provider, using publicly available information compiled about the Service Provider available from the Service Provider’s website and other public sources. EKARNIA takes no responsibility for the accuracy of information about the Service Provider obtained from public sources in an Unverified Service Provider. It is therefore in the Service Provider’s best interests to claim and complete their own Service Provider Profile, which it may do by a Primary User registering as a Basic User for free with EKARNIA.

4. The Service Provider acknowledges that Customers may request or require the Service Provider to register on the Platform as a condition of supplying services to such Customers to streamline its procurement function. EKARNIA has no influence or control over such decisions by Customers. In such cases, the Service Provider remains responsible for ensuring compliance with these Terms.

5. EKARNIA reserves the right to verify a Service Provider's eligibility prior to approving registration on the Platform and may request supporting documentation demonstrating the Service Provider's active engagement in the pharmaceutical and life sciences sector to qualify as a Life Science Vendor eligible for admission to the Platform.

6. Businesses that do not primarily serve the pharmaceutical and life sciences sector are not eligible to register on the Platform. EKARNIA may, at its sole discretion, remove any Service Provider Account that it determines does not meet these eligibility criteria.

7. Life Science Vendors are under no obligation to claim an Unverified Service Provider account on the Platform. The decision to register and maintain a Service Provider Account on the Platform is entirely voluntary. 

8. Service Providers may engage with and provide services to Customers either through the Platform or through their own independent business relationships outside the Platform. Nothing in these Terms shall be construed as requiring Service Providers to conduct their business relationships with Customers exclusively through the Platform. 

9. While claiming an Unverified Service Provider account may enhance a Service Provider's visibility to Customers using the Platform for Service Provider selection, the Service Provider acknowledges that maintaining relationships with Customers remains the Service Provider's responsibility regardless of whether such relationships are facilitated through the Platform or independently.

5. USER ACCESS TO EKARNIA

1. EKARNIA shall make the Platform available to Users and perform such services as specified in the User Agreement (the “Services”) on and subject to these Terms from the Effective Date in the User Agreement for the Subscription Period agreed in the User Agreement.

2. Once the Primary User has claimed or created the Account for the Service Provider, the Service Provider will be listed as a Verified Service Provider on the Platform and our Customers will be able to see all the information about the Service Provider that its Users have supplied about the Service Provider. Equally Primary Users will be able to create Secondary User Accounts and access the Service Provider Profile. For clarity, all Primary and Secondary Users are required to accept these Terms as part of creating their User Account. A breach of these Terms by a User is deemed a breach by the Service Provider and the Service Provider is responsible for all acts or omissions of its Users.

3. Upon the creation of a User Account via a Primary User for the Service Provider, EKARNIA hereby grants the Service Provider and its Affiliates, and the Service Provider accepts for itself and on behalf of its Affiliates, a non-exclusive, non-transferable, revocable right to access and use the EKARNIA Services during the Subscription Period solely for the Authorised Purpose as a Verified Service Provider. 

4. All Users are required to register with EKARNIA by providing their email address, username, and password. EKARNIA reserves the right to refuse to register any User for any reason at its absolute discretion. Before we verify any User account, We reserve the right to request additional information in connection with the details provided to ensure Users are entitled to claim the Unverified Service Provider User Account.

5. All Users must provide Us with accurate, complete, and updated account information. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of the User Account and/or Service Provider Account. Users agree that they will not (i) select or use the email address of another person or Service Provider with the intent to impersonate that person or Service Provider; (ii) use a name subject to the rights of any other person or Service Provider without authorisation; (iii) use an email address that EKARNIA, in its sole discretion, deems inappropriate or offensive; or (iv) breach any representation, warranty or promise made by the Service Provider or Users in these Terms. 

6. We may immediately terminate the Service Provider Account, or suspend User access to a User Account, in our sole discretion and, without notice, for conduct that We believe is: (i) illegal, fraudulent, harassing or abusive; (ii) a violation of these Terms, our Privacy Notice or any other EKARNIA policies or guidelines; or (iii) harmful to other users, third parties, or the business interests of EKARNIA. Use of an Account for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice. If the Service Provider or a User files a claim against EKARNIA, or a claim which in any way involves EKARNIA, then we may terminate the Account. Upon termination of the Account by Us for any of the above-mentioned reasons, (a) the Service Provider and/or the User may not establish a new Account for a period of one year (or such other duration as we may determine in our sole discretion) from the date of termination, (b) we will have no obligation to notify any third parties regarding such termination, and (c) the Service Provider will be responsible for any damages that may result or arise out of termination of the Account.

7. To the extent lawfully permissible, the User and the Service Provider acknowledges, consents and agrees that EKARNIA shall also have the right to access, preserve and disclose Account information and content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Account Terms; (c) respond to claims that any content violates the rights of third parties; (d) respond to requests for assistance; or (e) protect the rights, property or personal safety of EKARNIA, its users and the public.

8. EKARNIA services to Customers may include a concierge service permitting EKARNIA Representatives to assist it in identifying suitable Life Science Vendors meeting that Customer’s defined requirements. Where EKARNIA provides such a service to Customers, its Representatives may contact the Service Provider using the Account details to request further information about the Service Provider’s services and competencies or request availability. Our Representatives act for our Customers in these scenarios; they do not assume any responsibility for assisting Customers in their vendor selection process and are not responsible for their buying decisions. Once the Representatives have put the Customer in touch with the Service Provider (and vice versa) it is the Service Provider’s responsibility to follow up any leads with Customers.

9. EKARNIA takes no responsibility whatsoever for the Service Provider’s bid process with Customers or the success or failure of its attempts to win work from potential Customers as a consequence of the Service Provider’s inclusion on EKARNIA. We make no warranties or guarantees whatsoever that the Service Provider’s inclusion on EKARNIA will increase sales as a consequence of its inclusion on the Platform.

6. EKARNIA ENHANCED SERVICES 

1. As part of the EKARNIA services provided to its Customers, it will be possible for a Customer who wishes to become a Client of the Service Provider, or is already a Client of the Service Provider, to use the Platform to manage its relationship with the Service Provider, noting past projects completed for that Client and any Client Feedback.

2. EKARNIA shall perform the Services with reasonable skill and care and in accordance with good industry practice and these Terms. As Service Provider’s sole and exclusive remedy and EKARNIA’s entire liability for any breach of the foregoing warranty, EKARNIA will re-perform the deficient Services, or, if EKARNIA is unable to do so, return the fees paid to EKARNIA for such deficient Services.

3. EKARNIA may subcontract or delegate to a third party the performance of the Services, provided EKARNIA retains management of such subcontractors or third parties and is otherwise responsible for their conduct and the performance of the Services. 

7. EKARNIA SPECIFIC TERMS

1. EKARNIA warrants that the EKARNIA Services will be provided substantially in accordance with description of functionality given in EKARNIA’s published technical specifications on its website on the Effective Date of the User Agreement. In the event of a breach of the foregoing warranty, EKARNIA will provide Support in accordance with the User Agreement as Service Provider’s sole and exclusive remedy.

2. EKARNIA shall be entitled to change and add new features to the EKARNIA Services during the Subscription Period.

3. EKARNIA shall be entitled at any time to improve or update the EKARNIA Services, including in case of:

   1. improvements to functionality or additions to the capabilities of the EKARNIA Services in line with EKARNIA's technical development plans;

   2. improvements or updates necessary to fix defects, bugs, malfunctioning or errors of the EKARNIA Services; and/or

   3. to cure security vulnerabilities; and/or

   4. the application of any new laws, regulations acts or orders of the authorities.

4. The warranty in clause 7.1 shall not apply to the extent of any non-conformance that is caused by use of the EKARNIA Services contrary to EKARNIA’s instructions, or modification or alteration of the EKARNIA Services by any person other than EKARNIA.

5. EKARNIA:

   1. does not warrant that Service Provider's use of the EKARNIA Services will be uninterrupted or error-free; or that the EKARNIA Services will meet Service Provider's requirements; and

   2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Service Provider acknowledges that the EKARNIA Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6. The EKARNIA Services are purchased as subscriptions and subject to any usage limits set out on the User Agreement. The Service Provider and its Affiliates may authorise its Users to access and use the EKARNIA Services subject to these Terms and provided that the limits on Authorised User numbers specified in the User Agreement are not exceeded (where relevant).

7. The Service Provider agrees, and Users undertake that Users will not (without EKARNIA’s prior written consent) and Users will not permit others to attempt to:

   1. use the EKARNIA Services for any other purpose or in any way other than as expressly specified herein;

   2. allow any person who is not a User to use and/or gain access to the EKARNIA Services;

   3. allow Users to use the EKARNIA Services other than in accordance with these Terms;

   4. assign, novate, resell, sub-licence, rent, lease, transfer or attempt to assign the rights in the EKARNIA Services (in whole or in part) to any other person or party;

   5. use the EKARNIA Services in any manner or transfer or export the EKARNIA Services or any copies thereof, other than in compliance with applicable laws;

   6. modify or remove any copyright notices, terms of use or other disclaimers on the EKARNIA Services;

   7. copy, modify, decompile, disassemble, reverse engineer, create derivative works or otherwise attempt to identify any source code, underlying algorithms or technical information, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or

   8. obtain, or assist others in obtaining, access to the EKARNIA Services, other than as expressly permitted under these Terms; 

   9. observe the functionality of the Services to develop a product or service that is substantially similar to the Services;

   10. use the Services in breach of applicable law, regulations, or codes of practice;

   11. upload, store, or transmit any viruses, malicious code, spam, or material that is unlawful, abusive, obscene, harmful, or otherwise inappropriate to the Services; or

   12. use the Services to build, train, or configure any artificial intelligence model.

8. The Service Provider undertakes to comply with the permitted use terms and restrictions set out in these Terms and to procure that all Authorised Users do likewise. The Service Provider is responsible and liable for all breaches of these Terms by its Users.

9. In relation to Users:

the Service Provider shall maintain a written list of current Users of the EKARNIA Services, and the Service Provider shall provide such list to EKARNIA as may be reasonably requested by EKARNIA from time to time.

1. the Service Provider is solely responsible in all respects for all use of and for protecting the confidentiality of any username, e-mail verification and passwords that may be given to the Service Provider or to Authorised Users for access to the EKARNIA Services. The Service Provider may not share these with or transfer them to any third parties and will procure that the Users do not share these with or transfer them to any third parties. The Service Provider will notify EKARNIA immediately of any breach of security regarding the EKARNIA Services that comes to the Service Provider’s attention.

2. EKARNIA may suspend Service Provider’s access to the EKARNIA Services if EKARNIA has reasonable evidence that the Service Provider’s use of the EKARNIA Services poses possible serious risks to EKARNIA’s systems or Services. EKARNIA will provide advance notice of such suspension when reasonably practicable.

3. EKARNIA may suspend an individual User’s access to the EKARNIA Services if EKARNIA has reasonable evidence the User’s is using or has used the EKARNIA Services is in breach of these Terms or the acceptable use policy in place from time to time. EKARNIA shall promptly inform the Primary User of the Service Provider of any such suspension and if the relevant User and/or Service Provider are unable to establish use in conformance with these Terms(if applicable) remedy an acknowledged breach that is capable of remedy within a reasonable time, then EKARNIA may terminate the individual User’s access and/or the Service Provider’s access to the EKARNIA Services at no penalty to EKARNIA.

4. The Service Provider acknowledges and agree that the Services will provide Customers of EKARNIA with filters that help them select appropriate Life Science Vendors which may or may not include the Service Provider, depending on the Customers search criteria, but it does not recommend any vendor to any Customer.

8. THIRD PARTY CONTENT 

1. The Service Provider understands and accepts that all Service Provider information on EKARNIA whist the Service Provider is an Unverified Service Provider is either compiled from publicly available information about the Service Provider by EKARNIA or from third party licenced sources. In all circumstances EKARNIA is not responsible for the accuracy of Unverified Service Provider information about the Service Provider. The Service Provider may encounter content or other information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive, or otherwise harmful. The Service Provider understands and agrees that EKARNIA is not responsible for Unverified Service Provider information or other information made available through or within the Platform by others. EKARNIA may review the content presented on the Platform, but cannot always prevent misuse of its Platform, and the Service Provider understands and agrees that EKARNIA is not responsible for any such misuse.

2. The Platform may contain links to third party sites and organisations, including other Life Science Vendors. The Service Provider acknowledges that EKARNIA does not supervise, direct, control, or monitor third party sites, and the Service Provider understand and agree that EKARNIA is not responsible for the content of such sites.

9. SERVICE PROVIDER CONTENT & INPUTS

1. To the extent a User provides any Service Provider Personnel Content as part of creating or operating an Account or purchasing and using EKARNIA from within the Account, the Service Provider represents and warrants that the Service Provider has the right to possess use and provide to EKARNIA all such Service Provider Personnel Content.

2. By providing Service Provider Commercial Content, the Service Provider represents and warrants that the Service Provider Commercial Content shall not include Personal Data other than the work related contact details of its Representatives, and relates only to its own business, and that such submission is accurate to the best of its knowledge, not confidential, and not in violation of any laws, rules or regulations, contractual restrictions, or other third-party rights, it has obtained all relevant consents from Representatives to be featured in Service Provider Commercial Content.

3. EKARNIA is not responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any of Service Provider Content. 

4. EKARNIA Rights to use Service Provider Content: 

   1. BASIC USER PACKAGE: Service Provider hereby grants EKARNIA a non-exclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicensable, fully paid up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, use and commercialise, the Service Provider Commercial Content, in any way now known or in the future, without any further consent, notice and/or compensation to the Service Provider or any third parties.

   2. ENHANCED USER PACKAGE & PREMIUM USER PACKAGE: the Service Provider hereby grants EKARNIA a non-exclusive, revocable, worldwide, perpetual, limited, non-assignable, non-sublicensable, fully paid up and royalty-free right to distribute, publish, remove, retain and commercialise the Service Provider Commercial Content for the Subscription Period, in, without any further consent, notice and/or compensation to the Service Provider or any third parties.

5. The Service Provider will be responsible for the content of any material it enters while using the Account. EKARNIA retains the right, which it may or may not exercise in its sole discretion, to review, edit or delete any material that EKARNIA deems to be illegal, offensive or otherwise inappropriate.

6. The Service Provider must comply with all state, local, federal or foreign laws or regulations, including laws and regulations regarding Service Provider Content applicable in Your country of residence. 

7. We may contact Users to verify any information provided or request evidence of the details provided. However, the verification of an Account by EKARNIA does not mean and shall not be deemed to mean that We have conducted any background check on the details or service proficiencies and the Service Provider shall be solely and exclusively liable for any information its Users provide on behalf of the Service Provider.

8. Service Provider Content and its User Account information will remain the property of the Service Provider. The Service Provider and its Users are responsible for:

   1. the content, quality, legality, and accuracy of the Service Provider Content provided by the Service Provider and its Users; 

   2. obtaining all necessary consents, and ensuring intellectual property ownership before sharing the Service Provider Content with EKARNIA; and

   3. data protection compliance to ensure no Personal Data is included in Service Provider Commercial Content beyond work related contact details of its Representatives.

   4. notifying EKARNIA promptly if the Service Provider becomes aware of any unauthorised access to the Platform that may impact the security, stability or integrity of EKARNIA’s systems, the Platform or other users.

9. All User Accounts will remain private and only the Service Provider and its Users will be able to view its own User Account details. Enhanced Profile and Premium Profile content will only be visible to EKARNIA Discovery & Intelligence Customers.

10. PREMIUM USER PACKAGE ONLY: Once a Client relationship has been established between the Service Provider and the Client, either party will be able to unlock Client only Service Provider Content within the Service Provider Account profile by requesting a Client user to verify that the Service Provider is a Client of the Service Provider. Once a Client is confirmed as a Client, the Service Provider will be able to populate the Client Only Service Provider Content, and only that particular Client will be able to view such Client Only Service Provider Content. 

11. EKARNIA may enable search tools to use Service Provider Content on an anonymised basis.

12. EKARNIA understands and accepts that Service Provider Content is supplied “as is” and the Service Provider makes no warranties as to the accuracy or completeness of Service Provider Content. 

13. References to services or competences of the Service Provider or third parties found on EKARNIA do not constitute an offer to sell or supply any product or service to Customers or the Service Provider and does not mean that a product or services is available in the Service Provider’s territory. Customers are not obliged to engage or interact with any Service Provider on the Platform.

10. CLIENT FEEDBACK 

1. The Service Provider understands and accepts that Customers may provide Client Feedback about the Service Provider. These opinions are intended to assist in Service Provider management decisions to the Customer and other users of EKARNIA and may be used and displayed against the Service Provider profile. The Service Provider acknowledges that all such opinions are provided voluntarily and are based on the subjective views of the individuals providing them. It is the Customer’s responsibility to select whether Client Feedback is given anonymously, or not. Where Client Feedback is not anonymous the Service Provider understands and accepts that other users of EKARNIA will not be able to identify that the Service Provider is or has been a Service Provider to the Customer. 

2. EKARNIA does not endorse or verify the accuracy of Client Feedback and is not liable for any consequences arising from reliance on Client Feedback or any other user of EKARNIA, or the content of Client Feedback. Nonetheless, Customers are required to ensure that all opinions supplied are fair, accurate, and comply with applicable laws and regulations. EKARNIA reserves the right to remove or modify any Client Feedback that it deems inappropriate, offensive, or in violation of the EKARNIA terms of use.

3. The Service Provider shall have the right to respond to any Client Feedback displayed on its profile. If the Service Provider believes any Client Feedback is false, defamatory, or otherwise inappropriate, it may submit a written objection to EKARNIA at support@ekarnia.com. EKARNIA will review such objections and may, at its reasonable discretion, remove or modify feedback that violates these Terms or Customer terms of use.

4. The Service Provider and its Users should be aware that any written Client Feedback provided on the EKARNIA Platform will only be visible to the Service Provider and a Client of the Service Provider, where a client relationship has been established between the Client and the Service Provider (whether inside or outside of the Platform). 

5. It is the responsibility of the Service Provider to ensure that any content shared does not contain confidential or proprietary information that could harm the Service Provider's business interest, EKARNIA or any third party. EKARNIA shall exercise its absolute discretion to determine whether any changes or amendments are appropriate or necessary in respect of Client Feedback provided about a Service Provider by any Customer, Client or third party. If You wish to make a complaint about any Client Feedback, please contact support@ekarnia.com.

6. The Service Provider should be aware that Client Feedback relating to discipline, therapeutic area, geography, or Promoter Score provided on the EKARNIA Platform will be visible to the Service Provider and may be visible to other EKARNIA Customers in an anonymised and aggregated format. It is the responsibility of the Service Provider to ensure that any content shared does not contain confidential or proprietary information that could harm the Service Provider's business interest, EKARNIA or any third party. EKARNIA reserves the right to remove or modify any Service Provider Feedback that it deems inappropriate, offensive, or in violation of the EKARNIA terms of use. 

7. EKARNIA will implement reasonable measures to prevent abuse of the feedback system, including verification that feedback originates from legitimate Clients with established relationships with the Service Provider.

11. SERVICE PROVIDER’S OBLIGATIONS

1. The Service Provider shall: 

   1. co-operate with EKARNIA to such extent as is reasonably practicable and necessary to enable EKARNIA to provide the Services and keep Service Provider Content and User information up to date;

   2. comply with all applicable laws and regulations with respect to its activities under these Terms and use of the Services;

   3. carry out all Service Provider responsibilities in a timely and efficient manner;

   4. obtain and maintain, at its own cost and expense unless otherwise expressly provided in the applicable User Agreement, all necessary third-party licences and consents required to correctly use the EKARNIA Services;

   5. ensure that its network and systems comply with any relevant specifications provided by EKARNIA from time to time;

   6. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to EKARNIA’s data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Service Provider's network connections or telecommunications links or caused by the internet; and

   7. comply with any additional responsibilities set out in an applicable User Agreement.

2. Service Provider will not directly or indirectly solicit or engage any EKARNIA employee, agent or contractor during the term of the User Agreement or for 12 months after termination of the User Agreement.

12. ANTI SCRAPING

1. The Service Provider and Users are strictly prohibited from:

   1. Using automated systems, bots, spiders, scripts, or any other data mining, scraping, or extraction tools to access, copy, or collect any form of content from EKARNIA.

   2. Circumventing any access controls, security features, or technical restrictions implemented to prevent unauthorised use or bulk data extraction.

   3. Using EKARNIA for competitive intelligence, database aggregation, resale, or redistribution without a User Agreement or other explicit written consent from EKARNIA.

2. Any unauthorised scraping, crawling, or data extraction will result in immediate termination of access, and may lead to legal action, including claims for damages and injunctive relief.

3. EKARNIA reserves the right to implement monitoring mechanisms, including but not limited to IP tracking, rate-limiting, and bot detection software, to identify and prevent unauthorised data scraping.

4. Unauthorised access, scraping, or data mining may constitute a violation of the Computer Misuse Act 1990 (UK), the General Data Protection Regulation (GDPR) (UK/EU), the Database Rights under the Copyright and Rights in Databases Regulations 1997 (UK), and other applicable intellectual property and data protection laws.

5. In the event of a breach, EKARNIA reserves the right to:

   1. Pursue legal action to recover damages for unauthorised use;

   2. Seek injunctive relief to prevent further unauthorised access; and

   3. Report violations to regulatory authorities, where applicable.

13. FEES

1. EKARNIA shall invoice the Service Provider in accordance with the Billing Frequency in the User Agreement for Enhanced or Premium Services and Service Provider must pay all fees as specified in the User Agreement or as otherwise agreed in writing with EKARNIA. All fees are exclusive of any applicable sales tax and other similar taxes, which where applicable, shall be charged in addition to the fees and shall be payable by the Service Provider.

2. All payment obligations in respect of EKARNIA are non-cancellable and non-refundable.

3. The EKARNIA fees are based on user subscriptions and not actual usage. If the Service Provider wishes to upgrade its subscription it may do so at any time, by entering into a new User Agreement. If an audit undertaken by EKARNIA reveals that the Service Provider has underpaid any fees which should have been paid (e.g. by exceeding the agreed number of permitted Users), then without prejudice to EKARNIA’s other rights, the Service Provider shall pay to EKARNIA an amount equal to such underpayment as calculated in accordance with EKARNIA’s then standard fees.

4. Any fees in respect of training or other services provided to the Service Provider from time to time by EKARNIA may be charged extra, and are exclusive of the cost of travel, accommodation, subsistence and the cost of materials and third-party services or other ancillary costs (collectively “Pass Through Costs”) reasonably incurred by EKARNIA. Any such additional fees or Pass-Through Costs shall be agreed in writing if not already specified within the User Agreement and invoiced by EKARNIA and paid by Service Provider in accordance with EKARNIA’s standard rate card, and the terms set out in the User Agreement.

5. If EKARNIA has not received payment of an undisputed invoice within 30 days after the due date, and without prejudice to any other rights and remedies of EKARNIA.

   1. EKARNIA may, without liability to the Service Provider, disable the Service Provider's access to all or part of the Platform; and

   2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

6. All fees will be reviewed annually for inflation. Except as otherwise specified within the User Agreement, the fees during any renewed Subscription Period may increase by the UK Consumer Price Index plus 3% over the prior Subscription Period.

14. INTELLECTUAL PROPERTY RIGHTS 

1. Each party retains all right, title, and interest in and to its pre-existing Intellectual Property. Nothing in these Terms transfers ownership of either party's pre-existing Intellectual Property.

2. All Service Provider Content shall remain the property of the Service Provider, subject to the licenses granted below:

   1. THE BASIC USER PACKAGE: Service Provider grants EKARNIA a non-exclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicensable, fully paid up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, use and commercialise, the Service Provider Content, in any way now known or in the future, without any further consent, notice and/or compensation to the Service Provider or any third parties. This right survives termination of the Service Provider’s account or this Agreement.

   2. ENHANCED USER PACKAGE & PREMIUM USER PACKAGE: The Service Provider grants EKARNIA a non-exclusive, revocable, worldwide, limited, fully paid up and royalty-free right to distribute, publish, remove, retain for the Subscription Period, and commercialise the Service Provider Content, in any way now known or in the future, without any further consent, notice and/or compensation to the Service Provider or any third parties. Upon termination or expiry of the Service Provider’s paid subscription, EKARNIA’s rights to use, display, or commercialize the Service Provider’s Content shall cease, and such Service Provider Content shall be removed from the Platform within a commercially reasonable period.

3. Trademarks and logos displayed on EKARNIA and used in connection with the Services are the trademarks of their respective owners. EKARNIA will not alter the Service Provider Marks and will comply with any reasonable usage guidelines provided by the Service Provider.

4. The Service Provider acknowledges and agrees that EKARNIA and/or its licensors own all Intellectual Property rights in the Platform including the database of Life Science Vendors which includes the Service Provider’s business name and publicly available information, and the Taxonomy used on the Platform and all software, algorithms, and user interfaces.

5. Nothing in these Terms shall operate so as to transfer or assign or grant any rights or licences to any Intellectual Property rights in the EKARNIA Platform, documentation, or content to the Service Provider. Service Provider Content, where generated by the Service Provider, will remain the property of the Service Provider.

6. The Service Provider’s use of the EKARNIA Services is granted solely by means of an authorisation to access EKARNIA’s Platform as set out in these Terms and no licence is granted.

7. EKARNIA has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Service Provider or Authorised Users provide to EKARNIA, and nothing in these Terms or in the parties’ dealings arising out of or related to these Terms will restrict EKARNIA’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting the Service Provider or the Authorised User in question.

8. The Service Provider permits EKARNIA to use the Service Provider Marks during the Subscription Period on the Platform and to identify the Service Provider as a user of the Services in promotional materials including its website and social media. EKARNIA will not alter the Service Provider Marks.

15. DATA PROTECTION

1. Each party shall comply with its obligations under applicable Data Protection Law. EKARNIA processes User Personal Data in accordance with its Privacy Notice which can be found here.

2. The Service Provider must not provide any Personal Data for any person who has not given their consent to their Personal Data being included on the Platform.

3. These Terms record the processing of Personal Data By EKARNIA:

   1. EKARNIA is the Processor, and the Service Provider is the Controller of Personal Data entered into EKARNIA Services for the Purposes of Data Protection Legislation. 

   2. The nature of processing by EKARNIA will be to receive the Personal Data of Users provided by Service Provider and uploaded to the Platform by the Service Provider’s Users directly. All Personal Data is stored in a secure cloud environment.

   3. The categories of Data Subject whose Personal Data may be processed on the Platform by EKARNIA may include employees, consultants, contractors, agents and directors of Service Provider and Service Provider’s Affiliates.

   4. The types of Personal Data received and processed by EKARNIA via the Platform will include the name, email address, telephone number, job title, image, biography, and IP address of each User.

4. The Service Provider warrants that it shall not instruct EKARNIA to Process Service Provider Personal Data where such Processing would be unlawful. The Service Provider and the User understands, acknowledges and agrees that EKARNIA will be accessible by Customers on a worldwide basis. The Service Provider and the User acknowledges and agree that by providing EKARNIA with any Personal Data or proprietary information through the Account, they consent to the lawful transmission of such Personal Data or proprietary information over international borders including outside the UK and the EU, where the laws of countries may not meet UK or EU standards of data protection. Contracts with Customers outside the UK/EU contain appropriate standard contractual clauses to adequately protect Personal Data of UK/EU citizens accessed via the Platform.

5. EKARNIA shall ensure that individuals engaged in the Processing of Service Provider Personal Data under the Agreement are subject to obligations of confidentiality in respect of such Personal Data. EKARNIA shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk involved in Processing Service Provider Personal Data pursuant to an Agreement.

6. EKARNIA may engage such other processors as EKARNIA considers reasonably appropriate for the Processing of Service Provider Personal Data in accordance with these Terms (including in connection with support, maintenance and development and the use of third-party data centres). EKARNIA shall require all sub processors to enter into an agreement compatible with this clause and EKARNIA shall remain responsible and liable for sub processors’ acts and omissions.

7. In the event that any Data Subject exercises its rights under applicable Data Protection Law against the Service Provider, EKARNIA shall use reasonable commercial efforts to assist the Service Provider in fulfilling the Service Provider’s obligations as Controller following a written request from the Service Provider. EKARNIA may charge the Service Provider on a time and materials basis in the event that EKARNIA considers, in its reasonable discretion, that such assistance is onerous, complex, frequent or time consuming.

8. Upon discovering a Personal Data Breach, EKARNIA shall notify the Service Provider without undue delay and shall assist the Service Provider to the extent reasonably necessary in connection with notification to the applicable supervisory authority and Data Subjects, taking into account the nature of Processing and the information available to EKARNIA.

9. In the event that the Service Provider considers that the Processing of Personal Data performed pursuant to the User Agreement requires a privacy impact assessment to be undertaken, following written request from the Service Provider, EKARNIA shall use reasonable commercial endeavours to provide relevant information and assistance to the Service Provider to facilitate such privacy impact assessment. EKARNIA may charge the Service Provider for such assistance on a time and materials basis.

10. BASIC USER PACKAGE: Unless otherwise required by applicable law, following termination, EKARNIA shall be entitled to retain all Service Provider Commercial Content. All Service Provider Personnel Content will be deleted.

11. ENHANCED USER PACKAGE & PREMIUM USER PACKAGE: Unless otherwise required by applicable law, following termination or expiry of the User Agreement EKARNIA shall delete all Service Provider Content and all copies thereof as set out in the User Agreement.

16. CONFIDENTIALITY

1. Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law, or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party, or of any member of the group of companies to which the other party belongs, which may have or may in future come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.

2. A party’s confidential information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (iii) was independently developed by receiving party without breach of any obligation owed to disclosing party; or (iv) is received from a third party without breach of any obligation owed to disclosing party.

17. USE OF ARTIFICIAL INTELLIGENCE

1. EKARNIA may use AI to enhance the quality and efficiency of delivery of the Platform. This includes but is not limited to analysing data and providing recommendations to Customers and may use Service Provider Content. AI will not be used or trained on User Personal Data in User Accounts.

2. We are committed to the ethical use of AI and will continuously monitor and improve our AI systems to ensure they meet the highest standards of performance and security.

3. EKARNIA will ensure that all AI-generated content is subject to human oversight and review to maintain quality and accuracy.

4. AI systems will not be used to create misleading or harmful content and EKARNIA will ensure that AI applications comply with ethical guidelines and industry standards.

18. TERM AND TERMINATION

1. An order commences on the date stated on the User Agreement and continues for the Subscription Period specified on the User Agreement. Except as otherwise specified on the User Agreement, Services will automatically renew for additional periods equal to the Subscription Period, unless either party gives the other notice of non-renewal at least 30 days before the end of the then current Subscription Period. Except as otherwise specified on the User Agreement, the fees during any renewed Subscription Period may be increased by written notice prior to the end of the Subscription Period.

2. EKARNIA may terminate the Services at any time without cause or liability upon giving the Service Provider 30 days’ notice in writing.

3. Either party may terminate the Services for cause: (i) upon 30 days written notice to the other party of a material breach of these Terms if such breach remains uncured at the expiration of such period or (ii) immediately upon written notice if the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, or is dissolved or otherwise becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding.

4. Any provision of these Terms that expressly or by implication is intended to come into or continue force on or after termination or expiry of the User Agreement shall remain in full force and effect.

Upon termination (or expiry) of these Terms for any reason:

1. Service Provider shall immediately pay to EKARNIA all of EKARNIA’s outstanding unpaid invoices and interest; 

2. all rights to use the EKARNIA Services shall terminate at the end of the Subscription Period; 

3. subject to clauses 9, 14, 15, EKARNIA may at its absolute discretion destroy or otherwise dispose of any of Service Provider Commercial Content in its possession unless EKARNIA receives, no later than 30 days after the effective date of the expiry or termination, a written request for the delivery to Service Provider of Service Provider data; and

4. subject as otherwise provided herein and to any rights, obligations or liabilities which have accrued prior to termination, neither party shall have any further obligation to the other under these Terms.

19. LIMITS OF LIABILITY

1. Except as expressly stated in 13.2:

2. EKARNIA shall not in any circumstances have any liability for any losses or damages which may be suffered by the Service Provider (or any person claiming under or through the Service Provider), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

3. Any loss, claim, penalty, cost, or expense incurred by the Service Provider arising from the Service Provider selection process of a Customer or the delivery of services to a Customer/Client by the Service Provider identified, selected, or engaged by the Customer/Client via EKARNIA.

1. Any loss, claim, penalty, cost, or expense incurred by the Service Provider arising from the accuracy of Unverified Service Provider content held on EKARNIA or third-party link accessed via EKARNIA.

2. indirect, consequential, or special damages even if EKARNIA was aware of the circumstances in which such damage could arise;

3. loss of profits;

4. loss of anticipated savings;

5. loss of business opportunity;

6. loss of goodwill;

7. damage to reputation;

8. loss or corruption of, or damage to data, including downtime; and

9. the total liability of EKARNIA, whether in contract, tort (including negligence) or otherwise in connection with these Terms, shall in no circumstances exceed a sum equal to the fees paid by the Service Provider to EKARNIA under these Terms in the 12 months prior to the liability arising. Our maximum liability to Service Provider recipients of the free Basic package shall not exceed £50.

10. The exclusions in this clause apply to the fullest extent permissible at law, but EKARNIA does not exclude liability for death or personal injury caused by the negligence of EKARNIA, its officers, employees, contractors or agents; fraud or fraudulent misrepresentation; or any other liability which may not be excluded by law.

11. Except as expressly and specifically provided in these Terms all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the agreement including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.

12. The Service Provider acknowledges that it is exclusively responsible for:

    1. ensuring that all Users are trained in the proper use and operation of the Platform;

    2. ensuring the security, completeness and accuracy of all inputs and outputs; and

    3. making regular backup copies of its data to ensure recovery of its data if the Platform malfunctions.

20. SERVICE LEVELS 

1. Service Availability: EKARNIA commits to providing at least 95% service availability each calendar month, excluding scheduled maintenance. Scheduled maintenance will be communicated at least 2 working days in advance.

2. Support Hours: Support will be available Monday to Friday, 9:00 AM to 5:00 PM GMT/BST, excluding public holidays via email communication to support@ekarnia.com.

3. Escalation: If response or resolution times are not met, the Service Provider can escalate the issue by contacting Carwyn Jones, Chief Operating Officer, via email carwynjones@ekarnia.com. Escalated issues will be prioritised accordingly.

4. Exclusions: These service levels do not apply where issues are caused by the Service Provider or its User’s misuse, incorrect use, or damage to the Platform, use of the Platform with unauthorised equipment or software, or any breach of the Service Provider's obligations.

21. GENERAL 

1. The Service Provider’s agreement to the above Terms shall be confirmed upon execution of the User Agreement.

2. These terms are not intended to convey a benefit on any person not a party to a User Agreement and no third party shall have any rights to enforce any of the Terms.

3. Neither party shall be liable for any delay in performing any of its obligations hereunder if such delay is caused by circumstances beyond the reasonable control of the party so delaying and such party shall be entitled to a reasonable extension of time for the performance of such obligations.

4. Any variation or amendment of these Terms must be in writing, referenced to this clause, and signed by an authorised representative of both parties.

5. If any party fails to rely on its rights under these Terms, that shall not prevent it from relying on those (or similar) rights in the future.

6. Nothing in these Terms is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

7. If any provision of these Terms is found by a court or other competent authority to be void or unenforceable that provision shall be deemed to be deleted, and the remaining provisions shall continue in full force and effect.

8. These Terms and the User Agreement (including the documents and instruments referred to herein) supersede all prior representations, arrangements, understandings and agreements between the parties relating to its subject matter and is the entire complete and exclusive agreement and understanding between the parties relating to its subject matter. Each party acknowledges that it has not relied on any representation, arrangement, understanding or agreement (whether written or oral) not expressly set out or referred to in an Agreement.

9. The Service Provider shall not assign, novate, charge, subcontract, or deal in any other manner with any or all of its rights and obligations under these Terms without the prior written consent of EKARNIA (such consent not to be unreasonably withheld or delayed). EKARNIA may at any time assign, novate, charge, subcontract, or deal in any other manner with any or all of its rights and obligations under these Terms, provided it gives written notice to the Service Provider.

10. These Terms shall be governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction in the event of dispute.