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1.1These Terms of Service, together with any Order Form, the Privacy Policy, the Data Processing Agreement, any Product-Specific Terms, and the Acceptable Use Policy (collectively, the "Agreement"), govern access to and use of the Services (see Section 2) provided by Pharavix ("Pharavix," "Company," "we," "us," or "our"), a company organized under the laws of the Arab Republic of Egypt, with its registered office at 9/H/5 Ahmed Abdelazim, Maadi, Cairo, Egypt. Pharavix is the first Product Pharavix has made available under the Agreement; Pharavix owns, develops, licenses, and operates all Services, and Pharavix is one Product offered under this Agreement, not the contracting party.

1.2By creating an account, accessing the Services, clicking "I Agree," executing an Order Form, or otherwise using the Services, the individual or entity accepting these Terms ("Customer," "you," or "your") agrees to be bound by the Agreement. If you accept on behalf of an entity, you represent that you have authority to bind that entity, and "Customer" then refers to that entity.

1.3If you do not agree to the Agreement, do not access or use the Services.

1.4Business Customers and Consumers. Where Customer enters into the Agreement wholly or mainly for purposes outside its trade, business, craft, or profession, Customer is a "Consumer" for purposes of Egypt's Consumer Protection Law No. 181 of 2018, and Section 22 (Consumer-Specific Provisions) applies in addition to, and to the extent of any conflict prevails over, the rest of the Agreement. In all other cases, Customer is a "Business Customer." The Services are designed and marketed primarily for Business Customer use, though certain Products may also be offered to Consumers.

2.1"Authorized User" means an employee, contractor, or agent of Customer authorized by Customer to access a Service under Customer's account.

2.2"Customer Data" means any data, documents, or information submitted, uploaded, or made available to a Service by or on behalf of Customer or its Authorized Users.

2.3"Documentation" means Pharavix's then-current user guides and help materials for the applicable Service.

2.4"Order Form" means an ordering document, subscription confirmation, or online checkout process referencing these Terms and specifying the Product, Subscription Plan, fees, and Subscription Term.

2.5"Output" means any summary, analysis, draft, calculation, or other content generated by or through a Service, including content generated using artificial intelligence or machine-learning models.

2.6"Product" means an individual Service Pharavix makes available under a distinct name, such as Pharavix, whether now offered or introduced in the future.

2.7"Product-Specific Terms" means additional terms Pharavix publishes for a particular Product. Product-Specific Terms supplement this Agreement and, to the extent of any conflict, govern for that Product only.

2.8"Service" or "Services" means, collectively, the SaaS platforms, websites, APIs, AI models, AI agents, software, mobile applications, browser extensions, enterprise integrations, and successor or future digital products that Pharavix makes available under any Pharavix brand, including Pharavix and each other current or future Product. This is the Agreement's primary defined term; "Platform" is not used as a separate defined term.

2.9"Subscription Term" means the period during which Customer is entitled to access a Service, as set out in the applicable Order Form.

2.10"Tax Content" means the underlying tax legislation, regulations, treaties, rulings, and related regulatory source materials — for Egypt or any other jurisdiction a Product covers — indexed, summarized, or made searchable within that Product.

2.11"AI Model" means any machine-learning, large language, or other artificial-intelligence model — whether developed by Pharavix or licensed from a Third-Party AI Provider — used to generate Output.

2.12"Third-Party AI Provider" means a third party that develops or hosts an AI Model incorporated into a Service.

2.13"Business Customer" and "Consumer" have the meanings given in Section 1.4.

2.14"Confidential Information" has the meaning given in Section 14.1.

2.15"Malicious Use" means use of a Service intended to circumvent rate or usage limits, extract training data or model parameters, replicate Pharavix's AI Models or pharmacy content compilations, or otherwise abuse the Service, as further described in Section 7.

2.16"Pharavix Group" means Pharavix together with any current or future parent, subsidiary, or affiliated entity. Where the context reasonably requires — including for future Services operated by an affiliate — "Pharavix" in this Agreement may be read to include the applicable member of the Pharavix Group.

3.1Description. Pharavix operates a family of AI-enabled pharmacy, inventory, and healthcare-operations technology Services. Pharavix, an enterprise pharmacy management platform covering pharmacy operations, is the first Product Pharavix has made available under the Agreement. Each Product is a decision-support and workflow tool. No Product is a chatbot, a general-purpose AI assistant, or a substitute for the professional judgment of a qualified pharmacist, accountant, or lawyer.

3.2Changes to the Services. Pharavix may add, modify, suspend, or discontinue any feature of a Service at any time. Pharavix will use commercially reasonable efforts to provide advance notice of any change that materially reduces the core functionality of a paid Subscription Plan during an active Subscription Term, but the Services are provided on an evolving basis and no specific feature set is guaranteed for the duration of the Agreement except as expressly stated in an Order Form.

3.3AI Models and Service Evolution. The Services rely on one or more AI Models, which may be developed by Pharavix or licensed from Third-Party AI Providers. Pharavix may add, remove, replace, retrain, fine-tune, or otherwise modify any AI Model, algorithm, workflow, interface, or underlying technical architecture at any time, without liability, provided the affected Service continues to perform its core described function. Pharavix does not guarantee that any specific AI Model, model version, or Output behavior will remain available or unchanged during the Subscription Term; Output may evolve, improve, regress, or otherwise change in reasoning, wording, or conclusions over time.

3.4Beta and Preview Features. From time to time, Pharavix may make experimental or pre-release features ("Beta Features") available. Beta Features are provided "as is"; may never become generally available; may be withdrawn, limited, or changed completely at any time and without notice; are excluded from any service levels and support commitments; and may be subject to additional terms presented at the time of access.

3.5Pharavix Ecosystem. Pharavix may, at any time and without liability: introduce new Products, AI models, modules, jurisdictions, APIs, mobile applications, integrations, enterprise tools, or workflow-automation offerings; and rename, merge, split, replace, discontinue, migrate customers from, redesign, or rebrand any Product — provided that a change materially reducing the core functionality of a paid Subscription Plan remains subject to Section 3.2. These Terms apply to every Service Pharavix makes available now or in the future unless Product-Specific Terms expressly replace or supplement them for a given Product.

3.6Multi-Jurisdiction Content. Different Products, or different modules within a Product, may contain Tax Content or other regulatory content relating to different jurisdictions — which may include Egypt, other countries, or multinational or organizational frameworks such as the OECD or EU. Output relating to one jurisdiction must not be relied upon for another jurisdiction unless the Output expressly identifies itself as applicable to that other jurisdiction.

3.7AI Capability Evolution. Pharavix may introduce autonomous AI agents, workflow-automation tools, additional AI decision-support features, orchestration systems, copilots, additional or different reasoning models, multimodal or voice AI, and APIs as part of the Services, without that introduction requiring an amendment to this Agreement; use of a materially new capability may itself be released as a Beta Feature under Section 3.4 or under separate Product-Specific Terms.

3.8No Implied Future Features. Pharavix has no obligation to release any planned, announced, previewed, beta, roadmap, or proposed feature. No roadmap communication, marketing statement, or preview creates a binding commitment to deliver that functionality.

3.9No Exclusivity. Pharavix may provide the same or similar Services to any other person or organization, including Customer's competitors. Nothing in the Agreement grants Customer exclusivity in any market, industry, or jurisdiction.

4.1Eligibility. By registering, you represent that you are at least 18 years old and, if registering on behalf of an entity, that you have authority to do so. Section 1.4 determines whether you are registering as a Business Customer or a Consumer.

4.2Account Security. Customer is responsible for maintaining the confidentiality of login credentials and for all activity occurring under its account, and must notify Pharavix promptly upon becoming aware of any unauthorized access.

4.3Accurate Information. Customer agrees to provide accurate, current registration and billing information and to keep it up to date.

4.4Data and Document Quality. Customer is responsible for the accuracy, completeness, and lawfulness of the data, documents, and prompts it submits to a Service. Output quality depends materially on the quality of Customer's inputs, and Pharavix is not responsible for Output inaccuracies caused by incomplete, outdated, or incorrect Customer-supplied information.

4.5Credential Protection and Cybersecurity. Customer will implement reasonable administrative and technical safeguards to protect its account credentials and access to the Services, including multi-factor authentication where offered, and will promptly revoke access for Authorized Users who no longer require it. Customer will also: (a) take reasonable steps to secure the endpoints and devices used to access the Services; (b) keep the operating systems and software used to access the Services reasonably up to date; (c) maintain reasonable anti-malware protection on such devices; (d) implement reasonable cybersecurity controls generally; (e) notify Pharavix immediately upon discovering any actual or suspected compromise of its credentials or account; (f) not share Authorized User credentials, consistent with Section 6.2(j); and (g) not conduct or authorize penetration testing, vulnerability scanning, or other security testing of any Service without Pharavix's prior written consent.

4.6Customer Warranties Regarding Uploaded Content. Customer represents and warrants that all data, documents, and content it submits to a Service: (a) are lawful, and Customer owns them or otherwise has the right to submit them; (b) do not violate any confidentiality obligation owed to a third party; (c) do not infringe any third party's intellectual property rights; (d) do not violate applicable sanctions or export-control laws; (e) do not violate applicable privacy or data protection laws; and (f) do not contain malware, viruses, or other harmful code.

5.1Subscription Plans. Access to a Service is provided under the Subscription Plan and Subscription Term specified in the applicable Order Form.

5.2Fees. Customer will pay the fees set out in the Order Form. Except as expressly stated otherwise, fees are quoted exclusive of value-added tax (VAT), withholding tax, and other applicable taxes, which are Customer's responsibility other than taxes on Pharavix's net income.

5.3Invoicing and Payment Terms. Unless otherwise agreed in an Order Form, invoices are due within [30] days of the invoice date. Overdue amounts may accrue interest at the lower of [1.5%] per month or the maximum rate permitted by law, and Pharavix may suspend access for accounts more than [15] days overdue after prior written notice.

5.4Price Changes. Pharavix may change its published fees for future Subscription Terms upon at least [60] days' notice before the applicable renewal date. Fees for an active, already-paid Subscription Term will not change during that term.

5.5Payment Processors and Failed Payments. Payments are processed through third-party payment processors, and Pharavix is not liable for a processor's errors, downtime, or failure to process a payment. If a payment fails or is reversed, Pharavix may retry the charge and, after notice, suspend access in accordance with Section 15.3.

5.6Currency. Fees are stated and payable in [EGP/USD], as specified in the Order Form. Where Customer pays in a different currency, Customer bears any currency-conversion costs and exchange-rate differences.

5.7Auto-Renewal. Unless otherwise specified in an Order Form, Subscription Plans renew automatically for successive terms equal to the expiring term unless either party gives notice of non-renewal at least [30] days before the end of the then-current term.

5.8Free Trials. Pharavix may offer trial access on a limited, as-is basis for the period specified at signup, and may terminate a trial at any time without liability. Section 16 (Warranties and Disclaimers) and Section 17 (Limitation of Liability) apply in full to any trial use.

5.9Fees Are Non-Refundable. Except where a refund is expressly required under mandatory applicable law and cannot legally be excluded — including, where applicable, a Consumer's valid exercise of the withdrawal right in Section 22 (Consumer-Specific Provisions) — all fees, subscriptions, renewals, purchases, implementation, onboarding, or setup fees, professional service fees, API fees, usage fees, prepaid fees, and other amounts paid to Pharavix are final, non-cancellable, and non-refundable. This Section 5.9 governs the availability of refunds specifically and does not otherwise limit any remedy Customer may have under the Agreement or applicable law.

6.1License. Subject to the Agreement and payment of applicable fees, Pharavix grants Customer a limited, non-exclusive, non-transferable, revocable license during the Subscription Term for Customer's Authorized Users to access and use the applicable Service and Documentation for Customer's internal business purposes.

6.2Restrictions. Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, or attempt to derive the source code of any Service; (b) resell, sublicense, rent, or provide a Service to any third party on a standalone or service-bureau basis; (c) use a Service, or any Output, to build, train, fine-tune, benchmark, or evaluate a competing product, AI Model, tax database, advisory engine, AI assistant, or retrieval system; (d) circumvent usage limits or security features; (e) remove or obscure any proprietary notices; (f) use a Service in violation of the Acceptable Use Policy or applicable law; (g) scrape, crawl, mass-download, or systematically extract Output, Tax Content, or other Service data other than through the intended interfaces and documented export features; (h) attempt to extract, reconstruct, reverse engineer, or infer any AI Model, its parameters or weights, training data, system prompts, embeddings, retrieval architecture, or knowledge-graph structure, through systematic querying, benchmarking, or other means; (i) use a Service to create a competing dataset, corpus, or compilation of Tax Content; (j) share Authorized User credentials beyond the individual to whom they were issued, or use a Service to provide services to unaffiliated third parties; or (k) access a Service using automated means (bots, scripts) beyond documented and authorized API usage.

6.3Reservation of Rights. Pharavix and its licensors retain all rights, title, and interest in and to the Services, pharmacy content compilations, all AI Models developed by Pharavix, and all related intellectual property, other than the rights expressly granted in this Section 6.

7.1Fair Use. Use of the Services is subject to fair-use limits and, where applicable, the rate limits specified in the Order Form or Documentation, designed to ensure consistent performance across customers.

7.2Rate Limiting. Pharavix may throttle, queue, or temporarily limit access where usage substantially exceeds Customer's plan tier or typical use for that tier, with notice where practicable.

7.3Abuse and Malicious Use. Pharavix may suspend or restrict access, without liability, where it reasonably determines that Customer's use constitutes Malicious Use or otherwise threatens the security, integrity, or availability of a Service for other customers.

7.4Account Sharing. Authorized User accounts are personal to the individual to whom they are issued and may not be shared. Customer is responsible for compliance by all of its Authorized Users with this Section 7.

8.1API Access. Where Pharavix makes an API available, Customer's use of it is subject to the API keys, authentication credentials, rate limits, and usage quotas Pharavix specifies in the Documentation or an Order Form. Customer is responsible for safeguarding its API keys and for all activity conducted through them.

8.2API Changes. Pharavix may modify, version, deprecate, or revoke API access at any time; where reasonably practicable, Pharavix will provide advance notice of a deprecation that materially affects Customer's integration. Pharavix may revoke API access immediately in response to abuse, a security threat, or a breach of the Agreement.

8.3API Security and Abuse. Customer will not use an API to circumvent rate limits, extract data at a volume or frequency inconsistent with normal use, or engage in Malicious Use, and will maintain reasonable security around any systems that call the API.

8.4Third-Party Integrations. The Services may integrate or interoperate with third-party software, including ERP systems, accounting software, Egyptian Tax Authority or other government systems, cloud providers, and payment providers. Pharavix is not responsible for the availability, accuracy, security, or performance of any third-party system, or for failures arising from Customer's use of, or a change to, such a third-party system.

8.5Marketplace, Plugins, and Partner Integrations. Pharavix may make available, or permit third-party developers to make available, plugins, extensions, marketplace applications, or partner integrations that interoperate with a Service. Use of any such third-party offering is at Customer's own risk and may be subject to that third party's own terms; Pharavix is not responsible for third-party offerings it did not develop, and inclusion in any marketplace is not an endorsement.

9.1Ownership. As between the parties, Customer owns all right, title, and interest in Customer Data.

9.2Processing License. Customer grants Pharavix a license to host, process, and use Customer Data solely to provide, maintain, secure, and improve the Services, and as otherwise described in the Privacy Policy and, where applicable, the Data Processing Agreement ("DPA").

9.3Data Protection Compliance. Each party will comply with its respective obligations under applicable data protection law, including Egypt's Personal Data Protection Law No. 151 of 2020 and its Executive Regulations, in connection with personal data processed through the Services. Where Pharavix processes personal data as a processor on Customer's behalf, the DPA governs that processing.

9.4Cross-Border Transfers. Where Customer Data is transferred, stored, or processed outside the Arab Republic of Egypt (including through cloud infrastructure providers), Pharavix will implement the licensing, notification, or safeguard mechanisms required under applicable Egyptian data protection law for such transfers. Product-Specific Terms may impose additional data-protection requirements for a Product covering another jurisdiction. Additional detail is available in the Privacy Policy and International Data Transfer Notice.

9.5Security. Pharavix maintains administrative, technical, and physical safeguards designed to protect Customer Data, as further described in the Security Policy.

9.6Retention and Deletion. Pharavix retains Customer Data for the duration of the Subscription Term and any post-termination export window described in Section 15.4, plus any further period required by applicable law (including retention periods applicable to tax-related records), after which it is deleted or anonymized in accordance with Pharavix's Data Retention Policy.

9.7Audit Logging. Pharavix maintains logs of certain account and Service activity for security, troubleshooting, and compliance purposes, as further described in the Security Policy and Privacy Policy.

9.8Cookies and Analytics. Use of the website and Services involves cookies and similar technologies as described in the Cookie Policy, including analytics used to monitor and improve the Services.

9.9Backup and Disaster Recovery. Pharavix maintains backup and disaster-recovery procedures designed to support Service continuity, as further described in the Business Continuity Statement, but does not guarantee against all data loss; Customer is encouraged to maintain its own copies of critical Customer Data where practicable.

9.10Lawful Governmental Disclosure. Pharavix may disclose Customer Data where required by a valid order of a competent Egyptian court, regulator, or other authority, and will, where legally permitted, notify Customer of such a request before complying.

9.11AI Training. Except as expressly disclosed in the Privacy Policy or separately authorized by Customer in writing, Pharavix will not use Customer Data to train publicly available, general-purpose foundation AI models operated by Pharavix or a Third-Party AI Provider. Pharavix may use anonymized and aggregated operational data — from which Customer Data has been de-identified — to monitor, maintain, and improve the Services, where permitted by applicable law.

9.12Analytics and Business Intelligence. Pharavix owns aggregated usage statistics, performance metrics, anonymized analytics, benchmarking information, and Service diagnostics generated from operation of the Services. Pharavix may use this aggregated, anonymized information to improve its products, build new features, improve its AI Models, and conduct internal analytics, provided that any underlying personal data is handled in accordance with applicable data protection law.

10.1Customer and its Authorized Users will comply with Pharavix's Acceptable Use Policy, incorporated into the Agreement by reference. A material breach of the Acceptable Use Policy is a material breach of the Agreement.

11.1Nature of AI Output. Certain features of the Services use artificial intelligence, machine learning, or automated data-processing techniques to generate summaries, analyses, drafts, or other Output based on Tax Content and Customer Data. AI-generated Output is probabilistic in nature. It may be incomplete, contain errors, omit relevant provisions or exceptions, or reflect Tax Content that has since changed.

11.2Possibility of Fabricated or Inconsistent Output. AI Output may, on occasion, be inconsistent, internally contradictory, or contain information that appears authoritative but is inaccurate or fabricated (sometimes called "hallucination"), including invented citations, section numbers, or figures. The presence of a citation or specific figure in Output is not, by itself, confirmation of its accuracy.

11.3NO TAX, LEGAL, OR ACCOUNTING ADVICE. EACH SERVICE IS A DECISION-SUPPORT PLATFORM ONLY. THE SERVICES AND ANY OUTPUT ARE PROVIDED FOR INFORMATIONAL AND WORKFLOW-SUPPORT PURPOSES ONLY AND DO NOT CONSTITUTE TAX, LEGAL, ACCOUNTING, AUDIT, OR FINANCIAL ADVICE. USE OF THE SERVICES DOES NOT CREATE AN ACCOUNTANT-CLIENT RELATIONSHIP, AN ATTORNEY-CLIENT RELATIONSHIP, OR ANY OTHER PROFESSIONAL ADVISORY RELATIONSHIP BETWEEN CUSTOMER AND Pharavix.

11.4Accuracy and Currency. While Pharavix seeks to maintain current and accurately dated Tax Content, tax laws, regulations, and administrative positions change frequently and may vary by taxpayer circumstance. Pharavix does not warrant that Output is complete, accurate, current, or applicable to Customer's specific facts.

11.5Professional Review Required. Customer is solely responsible for independently verifying any Output — including through consultation with a qualified, licensed tax advisor, accountant, or lawyer and reference to official government sources — before relying on it for any filing, payment, disclosure, or other compliance or business decision. Pharavix is not responsible for decisions made or actions taken in reliance on Output without such verification.

11.6Third-Party and Source Content. Tax Content may be drawn from or reference government and third-party sources. Pharavix does not control and is not responsible for the accuracy of underlying source materials published by third parties or government authorities.

11.7AI Models, Third-Party AI Providers, and Explainability. Certain AI Models used within the Services may be provided by Third-Party AI Providers. Pharavix does not control, and is not responsible for, the underlying design, training, or availability of Third-Party AI Provider models, and a Third-Party AI Provider may independently change its models, capabilities, pricing, availability, functionality, reasoning behavior, latency, or performance at any time; Pharavix is not liable for such changes. Output is generated through probabilistic, automated processes; the Services do not provide human review of individual Output before delivery, and Pharavix does not guarantee that the reasoning behind any specific Output can be fully explained or reconstructed after the fact.

11.8No Fully Automated Decisions with Legal Effect. The Services are decision-support tools. Customer must not configure or use a Service to make fully automated decisions that produce legal or similarly significant effects on any individual without meaningful human review.

11.9Non-Exhaustive Tax Content; Official Sources Prevail. Pharavix does not guarantee that a Product contains every applicable law, amendment, executive regulation, ministerial decree, tax-authority circular, instruction, or FAQ (including from the Egyptian Tax Authority), committee decision, tax ruling, court judgment, international treaty update, OECD publication, or IFRS or IAS interpretation, for any jurisdiction that Product covers. If any inconsistency exists between Output and official legislation, regulations, governmental publications, judicial decisions, or official tax-authority guidance, the official source always prevails.

11.10Third-Party Licensed Content. Certain Tax Content, legal materials, databases, or publications within the Services may be licensed from third parties. Pharavix may add, replace, discontinue, modify, or remove such licensed content at any time without liability if the underlying licensing arrangement changes, expires, or is terminated.

11.11Output Consistency. Because Output is generated through probabilistic AI processes that may change over time as a result of AI Model evolution, retraining, legal or regulatory updates, or general system improvements, identical or similar prompts may produce different Output at different times. Customer should not expect identical responses to the same input.

11.12Exported Files. Files exported from a Service — including PDF, Word, Excel, CSV, reports, or other generated documents — may require Customer review, formatting, editing, or validation before use, and Sections 11.1 through 11.6 apply equally to exported files.

11.13Automated Actions Require Customer Review. Where a Service offers to automatically draft, classify, summarize, or recommend an action, Customer remains solely responsible for reviewing and approving that Output before acting on it or allowing it to take effect, unless Pharavix expressly states otherwise in Product-Specific Terms for a particular automated capability.

12.1Decision-Support Only. Each Product is a decision-support platform. It does not, and is not intended to, replace the judgment of a qualified, licensed tax advisor, accountant, or lawyer, and Customer must not treat Output as a final determination of its tax position, filing obligations, or compliance status in Egypt or any other jurisdiction a Product covers.

12.2No Guarantee of Regulatory Compliance. Pharavix does not guarantee that use of the Services, or reliance on any Output, will result in compliance with applicable tax law, or with guidance issued by the Egyptian Tax Authority or any other tax authority, government agency, ministry, regulator, court, tribunal, or administrative authority in Egypt or elsewhere (including, for Egypt, e-invoicing and e-receipt requirements), IFRS, IAS, OECD guidance, or future legislative or regulatory changes. Output reflects Tax Content as indexed as of the date generated.

12.3Assumption of Risk. Customer expressly assumes all legal, tax, financial, regulatory, and commercial risk arising from its use of the Services and from its filings, submissions, tax positions, calculations, elections, and communications with any governmental or regulatory authority, whether or not informed by Output.

12.4Customer Responsibility for Filings. Customer is solely responsible for all tax filings, returns, submissions, disclosures, elections, and communications with governmental or tax authorities, and for the accuracy and timeliness of each, regardless of whether Customer used a Service in preparing them.

12.5EXCLUDED LOSSES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO THE EXCEPTIONS IN SECTION 17.4, Pharavix IS NOT LIABLE FOR: (A) TAX ASSESSMENTS, AUDITS, REASSESSMENTS, OR TRANSFER-PRICING ADJUSTMENTS; (B) PENALTIES, FINES, SURCHARGES, OR INTEREST IMPOSED BY ANY TAX OR REGULATORY AUTHORITY; (C) REJECTED REFUNDS OR REJECTED FILINGS; (D) MISSED FILING OR PAYMENT DEADLINES; (E) LOSS OF AVAILABLE TAX INCENTIVES, EXEMPTIONS, OR RELIEFS; (F) BUSINESS INTERRUPTION OR REPUTATIONAL DAMAGE; (G) LEGAL COSTS, PROFESSIONAL FEES, OR INVESTIGATION COSTS INCURRED IN RESPONDING TO A GOVERNMENTAL INQUIRY, AUDIT, OR DISPUTE; OR (H) ANY BUSINESS OR PROFESSIONAL DECISION MADE BY CUSTOMER, WHETHER OR NOT INFORMED BY OUTPUT.

12.6Interaction with Section 17. This Section 12 supplements, and does not replace, the general disclaimers and limitation of liability in Sections 16 and 17, and is subject to the same mandatory-law exceptions described in Section 17.4.

13.1Pharavix IP. The Services, all Products (including Pharavix), and "Pharavix" and all other current and future product names, product families, module names, platform names, assistant names, logos, slogans, trade names, domain names, and branding are trademarks or other proprietary intellectual property of Pharavix and are protected by intellectual property laws. Without limiting the foregoing, Pharavix or its licensors own all right, title, and interest in and to: all AI Models Pharavix develops; prompts, prompt engineering, and prompt libraries Pharavix creates; embeddings, retrieval pipelines, retrieval-augmented-generation ("RAG") architecture, and semantic indexes or vector databases Pharavix builds; tax and regulatory ontologies, knowledge graphs, taxonomy systems, and classification systems Pharavix builds; orchestration logic, decision trees, and AI workflows; datasets and compilations of Tax Content Pharavix creates or curates; proprietary tax methodologies, legal reasoning frameworks, and compliance methodologies; AI reasoning frameworks, AI evaluation and benchmark datasets, training workflows, and quality-assurance processes; the user interface, user experience, trade dress, branding, logos, icons, and any product or assistant persona; the Documentation; and Pharavix's APIs.

13.2Feedback. If Customer provides suggestions or feedback about a Service, Pharavix may use it without restriction or obligation to Customer.

13.3No Implied Rights. Except for the license in Section 6.1, nothing in the Agreement grants Customer any right, title, or interest in any Service or Pharavix's intellectual property.

14.1"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or should reasonably be understood to be confidential given its nature. It excludes information that is or becomes public through no fault of the receiving party, was already known to the receiving party without a confidentiality obligation, or is independently developed without reference to the disclosing party's information.

14.2Obligations. Each party will use the other's Confidential Information only to perform its obligations under the Agreement, protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and not disclose it except to personnel, affiliates, or advisors with a need to know who are bound by confidentiality obligations at least as protective as this Section, or as required by law (with notice to the other party where legally permitted).

15.1Term. The Agreement begins on the date Customer first accepts it and continues for the Subscription Term, renewing as set out in Section 5.7, until terminated as provided herein.

15.2Termination for Cause. Either party may terminate the Agreement if the other party materially breaches the Agreement and fails to cure within [30] days of written notice.

15.3Suspension. Pharavix may suspend access to a Service, with notice where reasonably practicable, if: (a) Customer's account is more than [15] days past due or a payment has failed under Section 5.5; (b) Pharavix reasonably believes use poses a security risk, constitutes Malicious Use, or violates the Acceptable Use Policy; or (c) suspension is required to comply with applicable law or a competent authority's order. Notwithstanding the foregoing, Pharavix may suspend access immediately and without prior notice where Pharavix reasonably believes suspension is necessary in response to suspected fraud, money laundering, sanctions violations, terrorist financing, other criminal activity, an active cybersecurity threat or malicious attack, or a governmental, court, or regulatory order or investigation, and will provide notice as soon as reasonably practicable thereafter unless legally prohibited from doing so.

15.4Effect of Termination. Upon termination, Customer's right to access the Services ends. Pharavix will make Customer Data available for export for [30] days following termination, after which Pharavix may delete Customer Data in accordance with Section 9.6 and its Data Retention Policy, except as required to be retained by law. Section 5.9 (Fees Are Non-Refundable) governs the fee consequences of termination.

16.1Mutual Authority Warranty. Each party warrants that it has the legal authority to enter into the Agreement.

16.2DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

16.3Service Availability. Pharavix will use commercially reasonable efforts to maintain Service availability but does not guarantee uninterrupted access and is not liable for unavailability caused by scheduled maintenance, factors outside its reasonable control, or a Force Majeure event.

16.4No Service Level Commitments Absent Separate SLA. Unless expressly agreed in a separately executed Service Level Agreement, Pharavix makes no uptime commitment, no availability-percentage commitment, no disaster-recovery commitment, and no response-time guarantee, and no service credits are available.

16.5Temporary Suspension for Operational Reasons. Pharavix may temporarily suspend or limit a Service, with notice where reasonably practicable, during scheduled or emergency maintenance, security incidents, system migrations, upgrades, infrastructure replacement, disaster-recovery activities, or activities reasonably necessary to comply with applicable law or regulation.

17.1EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF CUSTOMERS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF ENTERPRISE VALUE, FINANCING LOSSES, SHAREHOLDER CLAIMS, LOST INVESTMENTS, LOSS OF CONTRACTS, REPUTATIONAL OR MARKET-REPUTATION HARM, OR OTHER CONSEQUENTIAL COMMERCIAL LOSSES, ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO Pharavix UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. Customer acknowledges that a competent Egyptian court retains discretion to review the reasonableness of this cap and of any liquidated damages under the Agreement.

17.3Tax and Professional Risk Exclusions. The exclusions set out in Section 12.5 (Tax and Professional Risk Allocation) form part of this Section 17 and are subject to the same exceptions set out in Section 17.4.

17.4Exceptions. The exclusions and limitations in this Section 17 and in Section 12.5 do not apply to: (a) fraud or gross negligence, which cannot be excluded or limited by agreement under Article 217(2) of the Egyptian Civil Code; (b) liability in tort, which Egyptian law does not permit parties to exclude by agreement (Civil Code Article 217(3)); (c) a party's indemnification obligations under Section 18; (d) a party's breach of Section 14 (Confidentiality); (e) Customer's payment obligations; or (f) death, personal injury, or any other liability that cannot be limited or excluded under applicable law.

17.5Limitation Period. To the extent permitted by applicable law, any claim arising out of the Agreement must be brought within one (1) year after the claim arose, except where a longer period is required by mandatory law.

17.6Risk Allocation Is an Essential Basis of the Bargain. The parties acknowledge that the pricing of the Services and the allocation of risk under the Agreement — including the limitations, exclusions, disclaimers, indemnities, and assumptions of responsibility in Sections 12, 16, 17, and 18 — form an essential basis of the bargain between the parties, and that Pharavix would not provide the Services on the agreed commercial terms without this allocation of risk.

18.1By Pharavix. Pharavix will defend Customer against third-party claims alleging that a Service, as provided by Pharavix and used in accordance with the Agreement, infringes that third party's intellectual property rights, and will indemnify Customer for damages finally awarded, subject to prompt notice, Pharavix's sole control of the defense, and Customer's reasonable cooperation. This obligation does not apply to claims arising from Customer Data, unauthorized modifications, or use in combination with non-Pharavix products.

18.2By Customer. Customer will defend and indemnify Pharavix against third-party claims, and against claims, investigations, or proceedings brought by any governmental or regulatory authority, arising from: (a) Customer Data, including any claim that it infringes a third party's intellectual property rights or violates a third party's privacy or personal-data protection rights; (b) Customer's or its Authorized Users' use of the Services in violation of the Agreement or applicable law; (c) Customer's reliance on Output without the professional verification described in Section 11; (d) Customer's fraud, tax evasion, or violation of sanctions or export-control laws; (e) any employment-related dispute arising from Customer Data that Customer submitted to a Service; or (f) Customer's other unlawful conduct or regulatory violations in connection with the Services.

19.1Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including: natural disasters, war, terrorism, or civil unrest; labor disputes; internet, telecommunications, or utility failures; governmental action; outages or unavailability of cloud infrastructure providers; failures or unavailability of Third-Party AI Providers; outages of governmental or tax-authority systems that Customer or Pharavix interacts with in connection with the Services (including the Egyptian Tax Authority's e-invoicing, e-receipt, or other systems, or equivalent systems in other jurisdictions); cybersecurity incidents, including denial-of-service attacks; or failures of other third-party infrastructure or service providers — provided the affected party uses reasonable efforts to mitigate the impact and resume performance.

20.1Pharavix may update these Terms from time to time to reflect changes to the Services, legal or regulatory requirements, or operational practice. For material changes, Pharavix will provide at least [30] days' advance notice by email or in-Platform notice before the change takes effect.

20.2Continued use of the Services after the effective date of a change constitutes acceptance of the updated Terms. If Customer does not agree to a material change, Customer's remedy is to terminate the affected Subscription Plan before the change takes effect in accordance with Section 15 (Term, Suspension, and Termination); Section 5.9 (Fees Are Non-Refundable) governs the fee consequences of that termination.

20.3Pharavix will maintain a dated version history of these Terms accessible on the website.

21.1Governing Law. The Agreement is governed by the laws of the Arab Republic of Egypt, without regard to conflict-of-laws principles, except to the extent Product-Specific Terms for a given Product expressly specify otherwise for that Product.

21.2Jurisdiction. Subject to Section 21.3, the parties submit to the exclusive jurisdiction of the competent Economic Court of [Cairo/Giza] for any dispute within the Economic Courts' subject-matter jurisdiction under Law No. 120 of 2008, and otherwise to the competent courts of [Cairo/Giza], Egypt.

21.3Optional Arbitration for Enterprise Agreements. Where specified in an Order Form, any dispute arising out of the Agreement will instead be finally resolved by arbitration administered by the Cairo Regional Centre for International Commercial Arbitration ("CRCICA") under its Arbitration Rules then in effect, by [one/three] arbitrator(s), seated in Cairo, Egypt, conducted in the [English/Arabic] language. Judgment on the award may be entered in any court of competent jurisdiction. This Section 21.3 applies only where both parties are Business Customers under a negotiated Order Form; it does not extend to Consumer subscriptions.

21.4Certain matters — including those within the exclusive, public-order jurisdiction of Egypt's Economic Courts — may not be capable of resolution by private arbitration. This Section 21 should be confirmed with Egyptian counsel against the specific dispute types Pharavix expects to encounter.

21.5Electronic Evidence. In any dispute arising out of the Agreement, electronic logs, audit logs, access records, billing records, login history, other Service records, and system timestamps maintained by Pharavix in the ordinary course are admissible as evidence between the parties and are presumed accurate unless a party proves otherwise, consistent with the evidentiary status of electronic records under Egypt's E-Signature Law No. 15 of 2004 and applicable evidence law.

22.1Application. This Section 22 applies only where Customer is a Consumer as defined in Section 1.4, and prevails over any conflicting provision elsewhere in the Agreement to the extent required by the Consumer Protection Law No. 181 of 2018 and its Executive Regulations.

22.2Pre-Contract Information. Before a Consumer concludes a subscription, Pharavix will provide, in Arabic, the information required by Articles 36 and 37 of the Consumer Protection Law, including Pharavix's identity, commercial registration and tax card details, a description of the Service, the total price inclusive of applicable taxes, and the terms of the Agreement.

22.3Language. Consumer-facing contract terms, invoices, and disclosures will be made available in Arabic; where an English version is also provided for convenience, the Arabic version prevails for Consumer transactions to the extent required by law.

22.4Right of Withdrawal. Subject to Section 22.5, a Consumer may withdraw from a remote subscription contract within fourteen (14) days of its conclusion without giving reasons, in accordance with the Consumer Protection Law's provisions on remote contracting.

22.5Exception for Commenced Digital Service Access. Egyptian consumer protection rules recognize exceptions to the withdrawal right for certain categories of goods and digital products, including software, once access has been granted with the consumer's informed consent. Before beginning a Consumer subscription, Pharavix will ask the Consumer to expressly request that the Service begin immediately and to acknowledge that doing so ends the withdrawal right described in Section 22.4, to the extent permitted by the Consumer Protection Law and its Executive Regulations; Pharavix will keep a record of that request and acknowledgment. [Pharavix to confirm the precise scope of this exception, and the adequacy of this consent mechanism, with Egyptian counsel before relying on it.]

22.6Consumer Dispute Resolution. A Consumer may raise a complaint with Egypt's Consumer Protection Agency, and retains the right to bring a claim before the competent Egyptian courts, in addition to any other rights under this Agreement.

22.7No Reduction of Mandatory Rights. Nothing in the Agreement — including Section 5.9 (Fees Are Non-Refundable) — limits any right a Consumer has under the Consumer Protection Law or other mandatory Egyptian law that cannot be waived by agreement.

23.1Entire Agreement. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior agreements on that subject.

23.2Assignment. Neither party may assign the Agreement without the other's prior written consent, except that either party may assign it without consent in connection with a merger, acquisition, restructuring, sale of substantially all assets, share acquisition, or group reorganization; the Agreement automatically binds and inures to the benefit of any such successor entity, and Customer's consent is not required for such an assignment where permitted by applicable law.

23.3Severability. If any provision of the Agreement is held unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be interpreted to best reflect the parties' original intent.

23.4Waiver. No failure or delay in exercising any right under the Agreement operates as a waiver of that right.

23.5Survival. Sections that by their nature should survive termination — including Sections 6.2, 9.6, 9.7, 11, 12, 13, 14, 16, 17, 18, 21, 22, 23, and 24 — together with any accrued payment obligations and accrued rights of either party as of the termination date, survive termination of the Agreement.

23.6Notices; Electronic Communications Consent. Notices under the Agreement may be given by email to the address on file or through in-Platform notification. Customer consents to receive communications from Pharavix electronically and agrees that such communications satisfy any legal requirement that they be in writing.

23.7Language (Business Customers). For Business Customer agreements, these Terms are prepared in English and Arabic; in the event of any conflict, the [Arabic/English] version prevails. [Business decision.] For Consumer subscriptions, Section 22.3 governs.

23.8Export Control and Sanctions Compliance. Each party will comply with applicable trade control and economic sanctions laws in connection with the Agreement and will not use the Services in violation of such laws.

23.9Relationship of the Parties. The parties are independent contractors. The Agreement does not create a partnership, joint venture, franchise, or agency relationship.

23.10Continuity Through Corporate Changes. If Pharavix undergoes an acquisition, restructuring, investment, financing, or change of ownership or management, the Agreement continues in effect; Customer may not terminate solely because of such a change, without limiting any other termination right Customer has under Section 15.

24.1No Professional Engagement. Pharavix is not a law firm, accounting firm, audit firm, or tax agency. Use of the Services does not create or imply an accountant-client relationship, a tax adviser-client relationship, an attorney-client relationship, an auditor-client relationship, a consultant-client engagement, a fiduciary relationship, an agency relationship, representation of Customer before the Egyptian Tax Authority or any other governmental or regulatory authority in Egypt or any other jurisdiction, or any continuing professional duty or obligation on Pharavix's part beyond providing access to the Services in accordance with the Agreement. Any professional engagement with Pharavix beyond access to the Services requires a separate written engagement letter signed by both parties.

24.2No Filing or Representation Services. Pharavix does not file tax returns, submit forms to the Egyptian Tax Authority or any other governmental or tax authority in any jurisdiction, or communicate with governmental or regulatory authorities on Customer's behalf. Pharavix does not represent Customer in audits, disputes, objections, appeals, or investigations, and does not guarantee the successful submission, acceptance, or approval of any filing. Any filing, return, or form generated using a Service remains a draft for Customer's review and independent submission; Customer is solely responsible for reviewing, finalizing, and submitting it.

25.1Questions about these Terms may be directed to Pharavix at [email protected] or 9/H/5 Ahmed Abdelazim, Maadi, Cairo, Egypt.