Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Solstice Health, Inc. ("Solstice," "we," "us," or "our") governing your access to and use of the Solstice platform, including all associated APIs, tools, documentation, and services (collectively, the "Platform"). By accessing or using the Platform, you agree to be bound by these Terms.

1. Eligibility and Account Registration

The Platform is intended for use by authorized representatives of business organizations. You must be at least 18 years of age and have the authority to bind your organization to these Terms. When registering, you agree to provide accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities conducted under your account.

2. Description of Services

Solstice provides an AI-powered content generation and compliance review platform designed for life sciences marketing teams. The Platform enables users to create, review, and manage promotional and marketing content with integrated regulatory compliance tooling, including automated fact-checking, fair balance scoring, and MLR (Medical, Legal, Regulatory) review workflow management.

3. Customer Content and Data Ownership

You retain all right, title, and interest in and to any content, data, documents, brand guidelines, and other materials you upload, submit, or input to the Platform ("Customer Content"). You also retain ownership of all content generated by the Platform based on your Customer Content and instructions ("Generated Output").

You grant Solstice a limited, non-exclusive license to process Customer Content solely for the purpose of providing the Platform services to you. Solstice does not acquire any ownership interest in Customer Content or Generated Output.

Solstice does not use Customer Content to train, improve, or develop our AI models or any third-party models. Customer Content is logically isolated per organization and is not shared with or accessible by other customers.

4. Acceptable Use

You agree not to use the Platform to:

• Violate any applicable law, regulation, or industry guideline, including FDA promotional regulations.
• Upload or process content that infringes on the intellectual property rights of any third party.
• Attempt to gain unauthorized access to the Platform, other accounts, or related systems.
• Reverse engineer, decompile, or disassemble any portion of the Platform.
• Use the Platform to generate content that is intentionally misleading regarding drug safety or efficacy.
• Interfere with or disrupt the integrity or performance of the Platform.
• Resell, sublicense, or provide access to the Platform to third parties without written authorization.

5. Intellectual Property

The Platform, including its software, algorithms, user interface, documentation, and all related intellectual property, is and remains the exclusive property of Solstice Health, Inc. These Terms do not grant you any right, title, or interest in the Platform beyond the limited right to use the Platform in accordance with these Terms and your service agreement.

"Solstice," "Solstice Health," and associated logos and marks are trademarks of Solstice Health, Inc. You may not use our trademarks without prior written consent.

6. Compliance Disclaimer

The Platform provides AI-assisted tools to support content creation and regulatory compliance review for life sciences marketing. These tools are designed to assist — not replace — qualified medical, legal, and regulatory professionals. Generated content, compliance scores, and regulatory assessments are advisory in nature.

You are solely responsible for ensuring that all content created, reviewed, or distributed through the Platform complies with applicable laws, regulations, and internal policies, including FDA regulations, FTC guidelines, and any other relevant regulatory requirements. Solstice does not guarantee regulatory compliance of any content produced through the Platform.

7. Service Availability and Support

Solstice will use commercially reasonable efforts to maintain Platform availability. Specific uptime commitments, support response times, and maintenance windows are defined in the Service Level Agreement (SLA) included with your enterprise service agreement. Scheduled maintenance will be communicated at least 48 hours in advance when practicable.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to third parties except as necessary to perform obligations under these Terms or as required by law. Confidential Information includes, but is not limited to, Customer Content, business plans, pricing, technical specifications, and security practices.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOLSTICE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY.

SOLSTICE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SOLSTICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

You agree to indemnify and hold harmless Solstice, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) your use of the Platform in violation of these Terms; (b) Customer Content that infringes on third-party rights; or (c) your distribution of content generated through the Platform without appropriate regulatory review.

11. Term and Termination

These Terms are effective upon your first access to the Platform and continue until terminated. Either party may terminate by providing 30 days written notice. Solstice may suspend or terminate access immediately if you breach these Terms or engage in conduct that poses a security risk.

Upon termination, your right to access the Platform ceases. Customer Content will be available for export for 30 days following termination, after which it will be permanently deleted in accordance with our data retention policy.

12. Modifications to Terms

We may update these Terms from time to time. Material changes will be communicated to account administrators via email at least 30 days before they take effect. Continued use of the Platform following the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must discontinue use of the Platform.

13. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes arising from these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in New York, New York. Either party may seek injunctive relief in a court of competent jurisdiction.

14. General Provisions

• Entire Agreement: These Terms, together with your service agreement and any applicable order forms, constitute the entire agreement between you and Solstice regarding the Platform.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• No Waiver: Failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
• Assignment:You may not assign your rights under these Terms without Solstice's prior written consent. Solstice may assign its rights in connection with a merger, acquisition, or sale of substantially all assets.

15. Contact

For questions regarding these Terms, contact us at: