Terms and Conditions – Azure Marketplace Offer
1. Offer Scope

This Azure Marketplace offer provides access to Pharmalyze.AI, a cloud-based Software-as-a-Service (SaaS) analytics platform delivered by Pharmalyze Ltd., including standard support and maintenance, as described in the Marketplace listing and applicable documentation.

2. Marketplace Transaction

This offer is transacted through Azure Marketplace.
All charges incurred under this offer are billed via Microsoft, subject to Microsoft Commercial Marketplace policies.

3. License Grant & Usage

Customers receive a non-exclusive, non-transferable, limited right to access and use the SaaS for internal business purposes, in accordance with the subscribed license metrics (e.g., number of users) and usage restrictions defined in the offer.
Unauthorized sharing, resale, or use outside the agreed scope is prohibited.

4. Pricing, Billing & Payments

Pricing and billing cadence are defined in the Azure Marketplace offer.

Microsoft is the merchant of record and invoices the customer directly.

Pharmalyze Ltd. receives payment from Microsoft under Microsoft Commercial Marketplace terms.

Fees are exclusive of applicable taxes unless stated otherwise.

Currency & Exchange Rate Adjustment:
The commercial pricing of the Services is internally defined in EUR. Due to Azure Marketplace requirements, the offer is listed and billed in USD. In the event of a material change in the USD/EUR exchange rate, Pharmalyze Ltd. reserves the right, upon renewal or in accordance with the applicable pricing terms, to adjust the USD price to reflect the original EUR-based commercial value, ensuring alignment with the initially agreed pricing structure.

5. Service Levels & Support

Support, maintenance, availability, and incident response are provided in accordance with the applicable Service Level Agreement (SLA) referenced in the offer.

6. Data Protection & Privacy

Where personal data is processed, Pharmalyze Ltd. acts as a data processor and complies with GDPR Article 28, implementing appropriate technical and organizational measures.
Data processing is governed by the applicable Data Processing Agreement (DPA).

7. Security

The SaaS is operated in accordance with recognized industry security standards and agreed enterprise security controls, including access management, encryption, monitoring, and incident handling.

8. Confidentiality

Each party shall protect the other party’s confidential information and use it solely for purposes related to the provision or use of the SaaS, subject to standard confidentiality exceptions.

9. Intellectual Property

All intellectual property rights in the SaaS remain with Pharmalyze Ltd.
Customers retain ownership of their data. No ownership rights are transferred under this offer.

10. Term & Termination

The subscription term and renewal conditions are defined in the Azure Marketplace offer.
Upon termination or expiration, customer access to the SaaS will cease and data handling will follow the agreed data return or deletion provisions.

11. Governing Law & Marketplace Terms

These Terms are governed by applicable law as stated in the underlying agreement.
Microsoft Commercial Marketplace Terms and the Microsoft Customer Agreement prevail in case of any conflict relating to billing or payments.