Effective Date: January 15, 2026 | Last Updated: January 7, 2026
These Terms of Service ("Agreement" or "Terms") constitute a legally binding agreement between you and ValOracle.ai LLC, a Delaware limited liability company ("ValOracle," "Company," "we," "us," or "our"), governing your access to and use of the ValOracle platform, including any associated software, applications, websites, and services (collectively, the "Platform" or "Services").
If you are accepting these Terms on behalf of a company, organization, or other legal entity ("Customer"), you represent and warrant that you have the authority to bind such entity to these Terms. In such case, "you" and "your" shall refer to such entity.
"Authorized User" means an individual who is authorized by Customer to access and use the Platform under Customer's subscription.
"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
"Customer Data" means any data, information, content, or materials that Customer or its Authorized Users submit, upload, or otherwise provide to the Platform.
"Documentation" means the user guides, help files, technical specifications, and other documentation provided by ValOracle describing the functionality and use of the Platform.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and any other intellectual property or proprietary rights recognized in any jurisdiction worldwide.
"Order Form" means an ordering document, online order, or subscription confirmation specifying the Services to be provided, pricing, and other terms.
"Platform" means the ValOracle AI-powered market access co-pilot software-as-a-service platform, including all modules, features, updates, and enhancements thereto.
"Subscription Term" means the period during which Customer has active subscription access to the Platform as specified in the applicable Order Form.
ValOracle provides an AI-powered market access platform designed for pharmaceutical and biotechnology companies. The Platform integrates competitive intelligence, health economics and outcomes research (HEOR) modeling, pricing analytics, and strategic execution tools into a unified system.
Subject to the terms of the applicable Order Form, the Platform may include access to the following modules:
The Platform incorporates artificial intelligence and machine learning technologies to augment user capabilities. Customer acknowledges and agrees that:
ValOracle may update, modify, or enhance the Platform from time to time. We will provide reasonable notice of material changes that may adversely affect Customer's use of the Platform. Continued use of the Platform following such changes constitutes acceptance of the modified Services.
To access the Platform, Customer must complete the registration process and provide accurate, complete, and current information. Customer agrees to maintain the accuracy of such information throughout the Subscription Term.
Customer may designate Authorized Users up to the number specified in the applicable Order Form. Customer is responsible for ensuring that each Authorized User complies with these Terms and bears responsibility for any acts or omissions of its Authorized Users.
Customer is responsible for maintaining the confidentiality of account credentials and for all activities that occur under Customer's account. Customer agrees to:
Access to the Platform is provided on a subscription basis as specified in the applicable Order Form. Subscription plans may include different tiers of access, features, and Authorized User limits.
Customer agrees to pay all fees specified in the Order Form. Unless otherwise stated:
Unless otherwise specified in the Order Form, subscriptions will automatically renew for successive periods equal to the initial Subscription Term at ValOracle's then-current pricing. Either party may provide written notice of non-renewal at least sixty (60) days prior to the end of the current term.
ValOracle may increase subscription fees upon renewal by providing written notice at least ninety (90) days prior to the renewal date. If Customer does not accept the new pricing, Customer may terminate the subscription effective at the end of the current term by providing notice within thirty (30) days of receiving the price change notice.
The Platform, including all software, algorithms, user interfaces, designs, Documentation, and other materials provided by ValOracle, are owned by ValOracle or its licensors and are protected by Intellectual Property Rights. Nothing in these Terms transfers any ownership rights to Customer. Customer receives only the limited license rights expressly granted herein.
Subject to Customer's compliance with these Terms and payment of applicable fees, ValOracle grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Platform solely for Customer's internal business purposes.
Customer retains all ownership rights in and to Customer Data. Customer grants ValOracle a limited license to use, process, and store Customer Data solely as necessary to provide the Services and as otherwise permitted under these Terms.
ValOracle may collect and analyze aggregated and de-identified data derived from Customer's use of the Platform ("Aggregated Data"). ValOracle may use Aggregated Data to improve the Platform, develop new features, and for other business purposes. ValOracle retains all rights to Aggregated Data.
ValOracle implements industry-standard security measures to protect Customer Data from unauthorized access, alteration, and disclosure. However, no system is completely secure, and ValOracle cannot guarantee absolute security.
Customer Data will be processed in accordance with the terms of the Data Processing Addendum (DPA), if applicable, and ValOracle's Privacy Policy. Customers in the European Economic Area and Switzerland should review the DPA for information about data transfers and compliance with the General Data Protection Regulation (GDPR).
ValOracle will retain Customer Data during the Subscription Term and for a reasonable period thereafter to comply with legal obligations and facilitate archival. After termination or expiration of the subscription, Customer may request deletion of Customer Data, which ValOracle will complete within thirty (30) days, except where retention is required by law.
In the event of a security breach affecting Customer Data, ValOracle will notify Customer within a reasonable time frame and in accordance with applicable data protection laws. ValOracle will cooperate with Customer to investigate and remediate the breach.
Customer agrees not to use the Platform for any unlawful or harmful purposes, including but not limited to:
ValOracle reserves the right to monitor Customer's use of the Platform to ensure compliance with these Terms. If Customer violates the Acceptable Use Policy, ValOracle may suspend or terminate Customer's access to the Platform immediately, without notice or refund.
Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it solely for the purposes of performing under these Terms. Confidential Information does not include information that is publicly available, independently developed, or rightfully obtained from third parties without confidentiality obligations.
The confidentiality obligations under this Section will survive the termination of these Terms for a period of three (3) years, except for trade secrets, which will remain confidential as long as they qualify as trade secrets under applicable law.
Notwithstanding the confidentiality obligations, each party may disclose Confidential Information to the extent required by law, court order, or regulatory authority, provided that the disclosing party gives the other party prompt notice and cooperates in efforts to obtain protective orders.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. VALORCLE DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
While ValOracle strives to maintain high availability, it does not guarantee uninterrupted access to the Platform. ValOracle will not be liable for any downtime, interruptions, or failures in service, except as provided in the Service Level Agreement (SLA), if applicable.
The Platform may include links to third-party websites and services. ValOracle is not responsible for the content, accuracy, or practices of third-party websites and disclaims all liability for their use.
EXCEPT FOR BREACHES OF CONFIDENTIALITY, INTELLECTUAL PROPERTY INFRINGEMENT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S TOTAL LIABILITY UNDER THESE TERMS SHALL EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The parties acknowledge that the disclaimers and limitations in this Section are essential terms of these Terms and reflect an allocation of risk between the parties. If any limitation is found to be unenforceable, the liability will be limited to the maximum extent permitted by law.
Customer agrees to indemnify and hold harmless ValOracle from any claims, damages, and costs (including attorneys' fees) arising from:
ValOracle agrees to indemnify and hold harmless Customer from any third-party claims that the Platform, when used in accordance with these Terms, infringes a valid patent, copyright, or trade secret of such third party. ValOracle's obligation is conditioned on Customer promptly notifying ValOracle and granting ValOracle sole control of the defense and settlement.
This Section states the indemnifying party's sole and exclusive remedy for intellectual property infringement claims.
These Terms commence on the Effective Date and continue for the Subscription Term specified in the applicable Order Form, unless earlier terminated in accordance with these Terms.
Either party may terminate these Terms for convenience by providing written notice at least thirty (30) days prior to the end of the current Subscription Term. If Customer terminates, no refund of prepaid fees will be provided, except as required by law.
Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days of receiving written notice. ValOracle may terminate immediately without notice if Customer violates the Acceptable Use Policy or poses a security risk to the Platform.
Upon termination or expiration of these Terms:
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
The parties irrevocably consent to the exclusive jurisdiction and venue of the federal and state courts located in Delaware for the resolution of any disputes arising from these Terms.
Before initiating litigation, the parties agree to attempt to resolve disputes through good faith negotiation. If negotiation fails, the parties may pursue mediation or arbitration as mutually agreed. Notwithstanding this, either party may seek injunctive relief in court to prevent irreparable harm.
In any dispute, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party, unless prohibited by applicable law.
These Terms, together with the Order Form, Data Processing Addendum (if applicable), and any other documents incorporated by reference, constitute the entire agreement between the parties regarding the Platform and supersede all prior or contemporaneous agreements, whether written or oral. Any other terms or conditions proposed by Customer are rejected unless expressly agreed to in writing by ValOracle.
ValOracle may amend these Terms at any time by posting the revised terms on the Platform. Customer's continued use of the Platform following the posting of revised terms constitutes acceptance of the amended Terms. If Customer does not agree to the amended Terms, Customer may terminate the subscription in accordance with Section 12.2.
Neither party may assign these Terms or any rights or obligations hereunder without the prior written consent of the other party, except that ValOracle may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets. Any assignment without consent is void.
If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, it will be severed. The remaining provisions will remain in full force and effect.
No waiver of any provision of these Terms shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right or provision shall not constitute a waiver of that right or provision.
Any notices required or permitted under these Terms shall be in writing and delivered by personal delivery, email, or registered mail to the addresses specified by each party. Notices by email shall be effective upon receipt, while notices by registered mail shall be effective upon delivery.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.
These Terms are intended for the benefit of ValOracle and Customer and their respective successors and permitted assigns. No third party has any rights under these Terms except as expressly provided herein.
Neither party shall be liable for failure to perform under these Terms due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, or government actions. The affected party must provide prompt notice and use reasonable efforts to resume performance. If a force majeure event prevents performance for more than thirty (30) days, either party may terminate these Terms.
These Terms may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of these Terms by facsimile or electronic mail shall have the same force and effect as delivery of manually executed originals.
If you have any questions about these Terms of Service, or if you wish to exercise any rights or make requests under these Terms, please contact ValOracle at:
ValOracle.ai LLC
Email: legal@valorcale.ai
Mailing Address: [Address to be inserted]
Website: www.valorcale.ai
For privacy-related inquiries, please contact our Data Protection Officer at dpo@valorcale.ai.
Last Updated: January 7, 2026