WPP Enterprise Solutions (WPP ES) Pharma Platforms

Master SaaS Agreement and AI Terms of Service

Last Updated: July 24, 2026

Welcome to the WPP Enterprise Solutions (WPP ES) Pharma Platforms. Please read these Master Terms and Conditions (“Agreement”) carefully before accessing or using our software-as-a-service offerings, platforms, and AI-enabled modules (collectively, the “Service” or “Platform”).

By executing an Order Form, registering for an account, or otherwise accessing the Service, you (“Customer” or “Licensee”) agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a pharmaceutical company, biotechnology firm, or other legal entity, you represent that you have the legal authority to bind such entity. WPP Enterprise Solutions (“WPP ES”, “We”, “Us”, or “Our”) and Customer may be referred to individually as a “Party” and collectively as the “Parties.”

PART A: GENERAL TERMS AND CONDITIONS FOR SAAS OFFERINGS

1. Scope of Service & Platform Access

1.1 SaaS License Grant. Subject to the terms of this Agreement and the applicable Order Form, WPP ES grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide right to access and use the Platform (including X-Fly°, X-Bench°, Hyperfly°, Superfly°, Skyboard°, and MIR°) solely for Customer’s internal business operations in compliance with applicable pharmaceutical regulations. 1.2 Authorized Users. Access is restricted to employees, contractors, or designated agents of Customer who have been provisioned unique login credentials (“Authorized Users”). Customer is fully responsible for maintaining credential confidentiality and for all activities occurring under its account. 1.3 Service Level Agreement (SLA). WPP ES will make the SaaS Platform available in accordance with the SLA specified in the applicable Order Form, maintaining a target availability of 99.9%, excluding scheduled maintenance windows.

2. Regulatory Compliance & Data Security

2.1 Pharma Regulatory Standards. WPP ES acknowledges that Customer operates in a highly regulated environment. WPP ES covenants that the Platform is developed and hosted in general alignment with GAMP 5 (Good Automated Manufacturing Practice) and supports Customer compliance requirements under:

• FDA 21 CFR Part 11 (electronic records, audit trails, and electronic signatures).
• HIPAA / HITECH (for Protected Health Information, where applicable).
• GDPR and global data privacy standards. 2.2 Data Separation and Firewalls. To preserve clinical integrity, the Platform utilizes logical and functional firewalls designed to maintain strict separation between Medical Affairs data, Commercial operations data, and regulatory review environments. 2.3 Security Audits. WPP ES undergoes regular independent third-party security audits and maintains SOC 2 Type II certification. Upon request, and no more than once annually, WPP ES will provide Customer with executive summaries of its latest security posture reports.

3. Customer Data & Intellectual Property

3.1 Ownership of Customer Data. Customer retains all right, title, and interest in and to all data, materials, scientific insights, files, HCP profiles, and clinical records uploaded, ingested, or processed through the Platform (“Customer Data”). 3.2 License to WPP ES. Customer grants WPP ES a limited, non-exclusive, royalty-free license to host, process, and transmit Customer Data solely to the extent necessary to provide, maintain, secure, and support the Platform during the Term. 3.3 WPP ES Intellectual Property. WPP ES and its licensors retain all right, title, and interest in the Platform, its software architecture, databases, UI/UX designs, algorithms, source code, and any documentation, including all modifications, updates, and custom integrations.

4. Confidentiality

4.1 Definition. “Confidential Information” means any proprietary information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) that is marked confidential or should reasonably be understood to be confidential under the circumstances. Customer Data is the Confidential Information of Customer. The Platform code, algorithms, and pricing are the Confidential Information of WPP ES. 4.2 Obligations. The Receiving Party shall: (a) protect Confidential Information using the same degree of care (but no less than a reasonable degree of care) it uses to protect its own confidential info; (b) use it only to fulfill obligations under this Agreement; and (c) limit disclosure to employees and contractors bound by equivalent confidentiality covenants.

5. Fees, Invoicing, and Payment

5.1 Fees. Customer agrees to pay all fees specified in the applicable Order Form. Unless otherwise stated, all fees are billed annually in advance and are non-refundable. 5.2 Taxes. Fees do not include any local, state, or federal taxes, which will be invoiced to and paid by Customer, excluding taxes based on WPP ES’s net income. 5.3 Suspension of Service. WPP ES reserves the right to suspend access to the Platform upon fifteen (15) days’ written notice if any undisputed invoice remains unpaid past its due date.

6. Warranties, Limitation of Liability, & Indemnification

6.1 WPP ES Warranties. WPP ES warrants that: (a) the Platform will perform substantially in accordance with the user documentation; and (b) we will use industry-standard tools to detect and prevent malware, trojans, or malicious code within the SaaS environment. 6.2 Disclaimer. EXCEPT AS EXPLICITLY PROVIDED HEREIN, WPP ES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 6.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT. 6.4 IP Indemnification. WPP ES shall defend and indemnify Customer against any third-party claims alleging that the Platform infringes a valid patent, copyright, or trademark, provided Customer gives prompt written notice, sole control of the defense, and reasonable assistance.

PART B: ARTIFICIAL INTELLIGENCE (AI) TERMS AND CONDITIONS

These AI Terms and Conditions (“AI Terms”) apply specifically to any features, products, or modules within the WPP ES Pharma Platforms that utilize generative artificial intelligence, machine learning, natural language processing, predictive analytics, or automated content-generation technologies (collectively, “AI Services”).

1. Proprietary Data Safeguards & Model Training

1.1 Strict Data Isolation. WPP ES operates on a strict No-Train policy. Under no circumstances will Customer Data, scientific queries, inputs, or generated outputs be used to train, retrain, fine-tune, or otherwise improve public, foundation, third-party, or multi-tenant AI models (such as those operated by OpenAI, Microsoft, Google, or Anthropic). 1.2 Tenant Isolation. Any machine learning model adaptations, semantic indexes, or vector database embeddings built specifically for Customer remain fully isolated within Customer’s dedicated cloud tenant instance.

2. Inputs, Outputs, and Ownership

2.1 Definitions.

• “Input” means any data, text, prompts, scientific literature, clinical transcripts, or files submitted by Customer or its Authorized Users to the AI Services.
• “Output” means the text, summaries, analytics, insights, transcriptions, translations, and suggestions generated by the AI Services for Customer based on the Input. 2.2 Ownership. WPP ES claims no intellectual property rights over Inputs or Outputs. As between the Parties, and to the extent permitted by applicable intellectual property law, Customer owns all right, title, and interest in and to the Outputs. 2.3 Input License. Customer grants WPP ES the right to process Inputs to generate Outputs, perform safety filtering, and enforce compliance parameters in real-time.

3. AI Safety, Filtering, and Compliance Safeguards

3.1 Regulatory Guardrails. Our AI Services are designed with specialized pharma guardrails to detect, flag, or filter out non-compliant information. This includes:

• Adverse Event (AE) Flagging: Real-time semantic analysis to identify potential Adverse Events or Product Quality Complaints, routing them to Customer’s designated pharmacovigilance (PV) queue.
• Sensitive Term Detection: Automated restriction and flagging of off-label marketing terms, unapproved indications, or proprietary medical claims. 3.2 Medical/Scientific Disclaimer. Customer acknowledges that the AI Services are designed as tools to assist Medical Affairs, Clinical Operations, and Commercial teams. The AI Services do not provide medical advice, scientific validation, or legal regulatory opinions. Customer is solely responsible for ensuring that all Outputs undergo human-in-the-loop (HITL) review by qualified medical/regulatory professionals (e.g., MLR review processes) before internal adoption or external publication.

4. Third-Party AI Subprocessors

4.1 Subprocessor Transparency. To deliver advanced generative and analytic capabilities, WPP ES utilizes secure Enterprise instances of leading LLM providers (e.g., Microsoft Azure OpenAI Service, AWS Bedrock). 4.2 Contractual Protections. WPP ES covenants that all agreements with third-party AI subprocessors contain strict enterprise-level commitments regarding zero data retention (ZDR) for abuse monitoring, end-to-end encryption in transit and at rest, and a total ban on model training using customer data.

5. Accuracy, Hallucination, and Support

5.1 Nature of Generative AI. Customer acknowledges that generative AI models are probabilistic by nature, and Outputs may occasionally contain inaccuracies, incomplete summaries, or “hallucinations.” 5.2 Verification. WPP ES highly recommends utilizing our native source-citation features (such as those integrated into X-Bench° and MIR°) which trace AI assertions directly back to original scientific papers, clinical study reports (CSRs), or uploaded PDF documents. WPP ES is not liable for any business decisions, regulatory penalties, or medical claims resulting from unverified AI Outputs.