DRAFT — for attorney review. Not yet effective.
| Provider | Istari Biotech LLC, a Pennsylvania limited liability company |
| Effective date | [_________] |
| Contact | [_________] |
These Terms of Service ("Terms") govern access to and use of the Istari platform (the "Service"). By creating an account, accessing the Service, or accepting an order form that references these Terms, you ("Customer") agree to them. If you are accepting on behalf of an organization, you represent that you have authority to bind it.
1.1 Description. Istari is an AI-assisted regulatory, quality, and clinical workspace platform for life-sciences companies, including document drafting grounded in cited sources, regulatory intelligence, IND-readiness tooling, and pharmacodynamic (PD) reporting.
1.2 AI outputs are drafts. AI-generated content (drafts, reports, suggested programs, assessments) is provided as a starting point. Customer is responsible for reviewing, verifying, and approving all outputs before any regulatory, clinical, or business use. Istari does not provide legal, regulatory, or medical advice.
1.3 Service tiers. The Service is offered in tiers, as published at [pricing page]:
Seat limits are per workspace. Headcount above a tier's included seats is priced case by case by mutual agreement.
1.4 Beta program. Istari may invite users to a beta program via beta codes. Beta access is free, provided as-is, and may be modified or terminated at any time. Customer grants Istari a perpetual license to use feedback and suggestions.
1.5 AI usage limits. To protect service quality and cost sustainability, Istari may impose reasonable limits on AI-assisted features — including document generation, chat-based revision, and assisted drafting — such as per-user, per-workspace, or per-period usage caps, rate limits, and throttling. Applicable limits may be published in plan documentation or communicated in-product and may be updated prospectively. Istari may suspend or restrict AI-assisted features for an account that exceeds applicable limits or engages in abusive, wasteful, or automated bulk usage. Each paid tier includes the AI allowance stated for that tier; additional AI usage may be offered as a paid add-on at Istari's then-current rates.
2.1 Customer designates workspace Owners who administer users and tiers. Customer is responsible for its users' compliance with these Terms and for safeguarding credentials.
2.2 Customer shall not: (a) reverse-engineer the Service; (b) use the Service to violate law; (c) upload unlawful or infringing content; (d) attempt to circumvent tier limits, export controls, or access controls; (e) misrepresent AI outputs as human work product where attribution matters.
3.1 Ownership. Customer owns its Customer Data. Istari processes it solely to provide the Service.
3.2 Subprocessors. Istari uses subprocessors for hosting, AI inference, email, and billing (currently: hosting infrastructure, Anthropic for AI features, Resend for email, Stripe for payments). A current list is available on request.
3.3 Confidentiality. Each party shall protect the other's Confidential Information with at least reasonable care and use it only to perform under these Terms, for three (3) years after disclosure (indefinitely for trade secrets).
3.4 Return/deletion. Within thirty (30) days after termination, Customer may export its data; thereafter Istari deletes Customer Data per its retention schedule, except where retention is required by law or for the tamper-evident audit trail of a Validated workspace (which is retained per the agreed retention period).
4.1 Fees are as published at [pricing page] or as set out in an order form, billed monthly per workspace. The Starter tier carries an introductory price of $250/workspace/month for the first three (3) months of a subscription, reverting to the then-current standard monthly rate thereafter.
4.2 Subscriptions run for an initial twelve (12) month term and renew automatically for successive twelve (12) month terms unless either party gives at least thirty (30) days' written notice before the end of the then-current term. Monthly billing continues through the term; termination during a term does not relieve fees for the remainder of that term.
4.3 Beta codes redeem free access for the stated period and tier. Beta subscriptions do not convert to paid subscriptions without Customer's affirmative upgrade.
4.4 Fees are non-refundable except as required by law. Customer is responsible for taxes (excluding Istari's income taxes).
5.1 Each party warrants it has authority to enter these Terms. Istari warrants the Service will perform materially as described in its documentation.
5.2 EXCEPT AS EXPRESSLY STATED, THE SERVICE (INCLUDING BETA) IS PROVIDED "AS IS." ISTARI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ISTARI DOES NOT WARRANT THAT AI OUTPUTS ARE ACCURATE, COMPLETE, OR SUITABLE FOR REGULATORY SUBMISSION.
6.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, OR DATA.
6.2 EACH PARTY'S AGGREGATE LIABILITY IS LIMITED TO THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS BEFORE THE CLAIM (for beta users: $100).
Customer shall indemnify Istari against third-party claims arising from Customer Data or Customer's use of the Service in violation of these Terms. Istari shall indemnify Customer against third-party IP infringement claims arising from the Service as provided by Istari.
8.1 These Terms apply for the duration of Customer's subscription term (see Section 4.2). Either party may terminate for material breach uncured within thirty (30) days' written notice. Non-renewal requires notice per Section 4.2.
8.2 Sections 3.3, 5, 6, 7, and 9 survive termination.
9.1 Governing law. Pennsylvania law, without regard to conflicts principles. Exclusive venue in state or federal courts in or near Philadelphia, Pennsylvania.
9.2 Neither party may assign without consent, except in a merger or asset sale. Notices to the contact above. If any provision is unenforceable, the remainder stands. These Terms plus any order form are the entire agreement.
Draft prepared 2026-10-07. Requires review and finalization by counsel before publication or use.