Introduction

This Terms of Service agreement (the “Agreement”) applies to all users (the “Users”) of this website. By using this website and its services, you agree to the following terms and conditions set forth in this Agreement. If you do not agree with these terms and conditions or any part of these terms of service, you must not use our website.

We appreciate your use of the Medelz platform, which includes various products, software, services, and features we offer as part of the platform (collectively referred to as the “Service”). Medelz Incorporated, a Delaware company with its headquarters in San Diego, California, U.S.A. provides the Service.

Our Service

Our Service enables you to discover, watch, share content including videos, audio, images, graphics, text, comments, discussions, votes, trade names, trademarks, logos, notifications, software, and other content, whether provided by you, Medelz, or a third-party (collectively referred to as “Content”) and connect with others globally.

You are able to browse and search for content on the Service without having a Medelz account. However, certain features require a Medelz account. By creating a Medelz account, you may have access to additional features such as the ability to vote, follow artists, post comments, upload Content, like Content posted by artists, and more.

By submitting any Content, including but not limited to comments, votes, reviews or other content to Medelz through its Service, you acknowledge and agree that your submission of content is entirely voluntary and does not create any confidential relationship between you and Medelz.

Your use of the Service does not entitle you to any ownership or rights over any aspect of the Service, which includes user names and any Content posted by Medelz or others.

Medelz does not own or control third-party websites and online services that may be linked to the Service. Therefore, Medelz is not responsible for these websites and online services, and has no control over them. When you leave the Service, carefully read the terms and privacy policy of each third-party website, and online service that you visit.

As part of its efforts to continually enhance and improve the Service, Medelz may need to make modifications or changes to all or part of the Service. Such changes may include adding or removing features or functionalities, introducing new digital content or services, or discontinuing old ones. To maintain performance or security, comply with laws, or prevent illegal activities or system abuse, Medelz may also need to alter or discontinue the Service or any part of it.

It is important to note that such changes may affect some or all users. Additionally, if the Service requires you to download software, such as the Medelz application, that software may update automatically on your device when a new version or feature becomes available based on your device settings.

User Content

If you are a registered user on Medelz, you may upload Content to promote yourself or your business, showcase your talent as a content creator, share your views, and connect with others. You acknowledge and agree that your content upload and submissions are entirely voluntary, do not establish a confidential relationship or obligate Medelz to treat your content submissions as confidential, that Medelz has no obligation, either express or implied, to use or showcase your content, and no compensation is due to you or to anyone else for any intentional or unintentional use of your content, unless specified otherwise.

By choosing to upload Content, it is your responsibility to ensure that the submitted Content complies with the law and the terms outlined in this Agreement. Any Content that violates the Agreement or the law should not be submitted under any circumstances. Unless you have explicit permission from the respective party or have legal entitlement, any third-party intellectual property, including copyrighted material, must not be included in the Content that you submit. It is important to note that you will be held liable for any legal consequences arising from your submission of Content to the Service as the individual responsible for such Content.

By posting or publishing your Content to this Service, you authorize Medelz to use the intellectual property and other proprietary rights in and to your Content to enable inclusion and use of the Content in the manner contemplated by this Service and this Agreement. While you retain ownership rights in your Content, you hereby grant Medelz a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your Content in connection with the Service, including without limitation for promoting and redistributing all or part of this Service in any media format and through any media channel without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party. You also hereby grant each User of this Service a non-exclusive license to access your Content (with the exception of Content that you designate “Private”) through this Service, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your Content as permitted through the functionality of this Service and under this Agreement. The above licenses granted by you in your Content terminate within a commercially reasonable time after you remove or delete your Content from this Service. You acknowledge and consent to the fact that Medelz may maintain server copies of any of your Content that has been removed or deleted, however, these copies will not be distributed, displayed, or performed. The above licenses granted by you in your Content are perpetual and irrevocable. Notwithstanding anything to the contrary contained herein, Medelz shall not use any Content that has been designated “Private” by you for the purpose of promoting this Service.

By accepting this Agreement, you are granting Medelz permission to monetize your Content on the Service. This may include displaying ads on or within your Content, or charging users a fee for accessing it. This Agreement does not provide the user with any entitlement to receive payments.

You may opt to remove your Content from the Service at your discretion. Furthermore, you can opt to take a backup of your Content before removing it. If you no longer possess the required rights under this agreement, you are required to delete your Content. If any of your Content violates this Agreement or may cause harm to Medelz, its users, or third parties, we reserve the right to remove some or all of that Content at our discretion.

In the event that your copyrighted work has been uploaded on Medelz without your consent, you can make a request for its removal by submitting a copyright removal request by sending an email to [email protected]. Before submitting a copyright removal request on Medelz, you must confirm the use of the copyrighted material does not fall under fair use, fair dealing, or a similar copyright exception. If there is a copyright exception that applies to the content in question, the removal request that you file will not be deemed valid. You must certify that you’re the owner of the copyrighted content under the penalty of perjury and submit proof of copyright ownership when requesting removal of your copyrighted material that has been uploaded without your authorization. Submitting removal requests for Content you do not own may result in your account termination.

User Conduct

You must be at least 18 years old to use the Service. If under 18, you must have permission from a parent/guardian who will be responsible for your activity on the Service. If you are a legal guardian or parent of a user under the age of 18, allowing your child to access the Service means you are accountable for your child’s activity on the Service and subject to the terms of this Agreement. If acting on behalf of a company/organization, you must have the authority to do so.

By accessing and using the Service, you agree to comply with this Agreement and applicable law. You are allowed to view or listen to Content for your personal, non-commercial use, as well as show Content on this Service. However, there are certain restrictions on your use of the Service. Unless expressly authorized by the Service or with prior written permission from Medelz and, if applicable, the respective rights holders, you are prohibited from reproducing, downloading, distributing, transmitting, broadcasting, displaying, selling, licensing, altering, modifying or using any part of the Service or any Content.

Interfering with any part of the Service, including security-related features or features that prevent or restrict the copying or other use of Content or limit the use of the Service or Content, by circumventing, disabling, fraudulently engaging with, or any other means, is strictly prohibited. You may not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.

Additionally, you are not allowed to access the Service using any automated means, collect or harvest any information that might identify a person unless permitted by that person, distribute unsolicited promotional or commercial content or other unwanted or mass solicitations, or misuse any reporting, flagging, complaint, dispute, or appeals process.

You are also prohibited from running competitions on or through the Service that do not comply with Medelz Competition policies and guidelines, using the Service to view or listen to Content other than for personal, non-commercial use, or selling any advertising, sponsorships, or promotions placed on, around, or within the Service or Content, other than those allowed by Medelz policies. Selling advertising, sponsorships, or promotions on any webpage or application that contains only Medelz Content or where Medelz Content is the primary driver of such sales is strictly prohibited.

Disclaimer of Warranties

Medelz makes no warranties or representations regarding the accuracy, completeness, reliability, or suitability of the content and services provided on the website. The website is provided “as is,” and the user accesses and uses the website at their own risk. Medelz disclaims all warranties, whether express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any other warranty arising under any statute or law. Medelz does not warrant that the website will be error-free, uninterrupted, or free of viruses or other harmful components. Any content downloaded or obtained through the use of the website is done at the user’s own discretion and risk, and the user will be solely responsible for any damage to their computer system or loss of data that results from the download of any such content. No advice or information, whether oral or written, obtained by the user from the website shall create any warranty not expressly stated in this Agreement.

Limitation of Liability

Medelz limits its liability to the maximum extent permitted by applicable law and shall not be held liable for any direct, indirect, incidental, special, or consequential damages arising from the use or inability to use the website or its content, including but not limited to damages for loss of profits, revenues, savings, opportunities, goodwill, data (loss or corruption), or other intangible losses. The website shall not be held liable for any damages arising from the conduct of any users of the website, including defamatory, offensive, or illegal conduct. In no event shall the total liability of the website, its affiliates, and their respective employees, agents, licensors, and service providers exceed the amount paid by the user, if any, for accessing or using the website.

Under no circumstances shall Medelz be held liable for any loss caused by errors, mistakes, or inaccuracies on the Service, including any information, material, or data presented on the website, any loss arising from unauthorized access or use of the Service by any third party, whether intentional or not, any loss arising from any interruption or cessation of the Service, whether caused by maintenance, upgrades, or other reasons, any loss caused by viruses, malware, or other malicious code transmitted to or through the Service by any third party, any loss resulting from the removal or unavailability of any content on the Service, whether it was submitted by a user or Medelz, any personal injury or property damage that may arise from your use of the Service, any loss arising from the content, whether submitted by a user or Medelz, and the use of such content by the user.

Medelz shall not assume any responsibility for any of the abovementioned events, regardless of the cause or the form of action, be it in contract, tort (including negligence), strict liability or otherwise, and even if advised of the possibility of such loss.

Indemnification

You are agreeing to protect, defend, and not hold responsible Medelz, its Affiliates, officers, directors, employees, and agents, against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us arising out of any breach by you of any provision of these terms and conditions, or arising out of any claim that you have breached any provision of these terms and conditions, to the extent permitted by applicable law . You will be responsible for any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorney’s fees) that arise from: (i) your use of and access to the Service; (ii) your breach of any term of this Agreement; (iii) your infringement of any third-party right, including but not limited to any copyright, property, or privacy right; or (iv) any allegation that your Content caused harm to a third party. This obligation to defend and indemnify will continue even after the Agreement ends, and you stop using the Service.

Termination

Either party may terminate this agreement at any time, for any reason or for no reason. Upon termination, the user’s access to the Service will be immediately suspended, and the user shall immediately cease using the Service. Deleting the account includes removal of user data except as required by law to retain all or part of the data.

Medelz reserves the right to suspend or terminate your Medelz account or your access to all or part of the Service if it believes you materially or repeatedly violate the terms of this Agreement, to comply with a legal requirement or a court order, or there is conduct that creates or could potentially create harm or liability to any user, Medelz, its Affiliates or a third party, and we reasonably believe that such conduct has occurred. If Medelz terminates your account or restricts your access to the Service, you may still be able to use certain aspects of the Service (such as viewing only) without an account. In such cases, this Agreement will continue to apply to your use of those specific aspects of the Service. All provisions of this agreement which by their nature should survive termination shall survive, including but not limited to, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Governing law

This Agreement and any disputes arising from or related to the use of the Medelz website shall be governed by and construed in accordance with the laws of San Diego County, California, without giving effect to any principles of conflicts of law. The parties agree that any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the courts of San Diego County, California. The user and Medelz agree to submit to the personal jurisdiction of such courts and waive any objections to the venue of any such action or proceeding in such courts.

Dispute Resolution

Controversy or claim arising out of or relating to this Agreement and your use of the Service (including but not limited to any disputes relating to the interpretation, applicability, enforceability, breach, and termination of this Agreement), shall be settled by binding arbitration rather than in court. The arbitration shall be conducted in San Diego County, California. The arbitration shall be conducted in the English language. Each party shall bear its own costs and expenses of arbitration, including legal and filing fees. You and Medelz may still file an individual claim in small claims court if the claim qualifies. This includes, but is not limited to, claims arising from your use of the Service, your Content, your interactions with other users, and the termination of this Agreement.

July 16, 2024