Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of Panoptive's clinical trial oversight platform, website, and related services (collectively, the "Services") provided by AgentHub Labs Inc. ("Company," "we," "us," or "our").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

2. Description of Services

Panoptive provides a software platform designed to assist clinical trial sponsors with:

• Processing and analyzing clinical trial monitoring reports
• Generating decision documentation and rationale
• Creating audit-ready records for regulatory compliance
• Managing oversight workflows and documentation
• Providing cross-trial visibility and analytics

The Services are intended to assist qualified professionals in their work and do not replace professional judgment or regulatory requirements.

3. Account Registration

To access the Services, you must create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials confidential
• Notify us immediately of any unauthorized access
• Accept responsibility for all activities under your account

We reserve the right to suspend or terminate accounts that violate these Terms.

4. Subscription and Fees

Access to the Services requires a paid subscription. By subscribing, you agree to:

• Pay all applicable fees as specified in your subscription agreement
• Provide valid payment information
• Authorize recurring charges for subscription renewals

Fees are non-refundable except as expressly stated in your subscription agreement. We may modify pricing with 30 days' notice before your next renewal period.

5. Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose
• Upload malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt the Services
• Reverse engineer, decompile, or disassemble the Services
• Share account credentials with unauthorized users
• Use the Services to process data you do not have rights to
• Resell or redistribute the Services without authorization

6. Your Data

You retain all rights to the data you upload to the Services ("Your Data"). By using the Services, you grant us a limited license to process Your Data solely to provide the Services.

You represent and warrant that:

• You have all necessary rights to upload and process Your Data
• Your Data does not violate any laws or third-party rights
• You have obtained all required consents and authorizations
• Your use complies with applicable data protection regulations

You are responsible for maintaining appropriate backups of Your Data.

7. Intellectual Property

The Services, including all software, content, features, and functionality, are owned by Panoptive and protected by intellectual property laws. These Terms do not grant you any rights to our trademarks, logos, or brand features.

We may use aggregated, anonymized data derived from usage of the Services to improve our products and services, provided such data cannot identify you or your organization.

8. Regulatory Compliance

The Services are designed to support compliance with clinical trial regulations, including ICH E6(R3), 21 CFR Part 11, and related requirements. However:

• You remain solely responsible for regulatory compliance
• The Services do not guarantee regulatory approval or acceptance
• You must independently verify all outputs meet your requirements
• AI-generated content requires human review and approval

9. Confidentiality

We will maintain the confidentiality of Your Data and any confidential information you provide. Our confidentiality obligations are detailed in the Data Processing Agreement and any applicable Business Associate Agreement or other data protection agreements.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING:

• MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT
• UNINTERRUPTED OR ERROR-FREE OPERATION

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PANOPTIVE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless Panoptive and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from your use of the Services, violation of these Terms, or infringement of any third-party rights.

13. Term and Termination

These Terms remain in effect until terminated. We may suspend or terminate your access if you violate these Terms or fail to pay applicable fees.

Upon termination:

• Your right to access the Services will cease immediately
• You may request export of Your Data within 30 days
• We may retain data as required by law or regulation
• Provisions that should survive termination will remain in effect

14. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes through the Services or via email. Your continued use of the Services after such notice constitutes acceptance of the modified Terms.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

You agree to waive any right to participate in class action lawsuits or class-wide arbitration.

16. General Provisions

• Entire Agreement: These Terms constitute the entire agreement between you and Panoptive regarding the Services.
• Severability: If any provision is found unenforceable, the remaining provisions remain in effect.
• Waiver: Failure to enforce any right does not constitute a waiver.
• Assignment: You may not assign these Terms without our consent.
• Force Majeure: Neither party is liable for delays due to circumstances beyond reasonable control.

17. Contact Information

For questions about these Terms, please contact us at: