Introduction

Welcome to Medelz. These Terms of Service (“Agreement”) govern your use of the Medelz platform including website, apps, APIs, features, and services (“Service”) provided by Medelz Incorporated, a Delaware company headquartered in San Diego, California, U.S.A. (“Medelz,” “we,” “us,” or “our”). By accessing, browsing, registering, or using any part of the Service, you agree to be legally bound by this Agreement. If you do not agree, you must not use the Service. This Agreement constitutes a binding contract between you and Medelz.

This Agreement includes our Privacy Policy and any other policies or guidelines referenced herein or posted on the Medelz platform. We may update this Agreement from time to time, and your continued use of the Service constitutes your acceptance of any changes.

Our Service

Medelz is a global platform that enables users to discover, watch, and share content, including but not limited to videos, audio recordings, images, graphics, text, comments, discussions, nominations, trade names, trademarks, logos, software, and other materials (“Content”), whether provided by users, Medelz, or third parties. The Service also facilitates connections among users worldwide.

While certain features of the Service are accessible without an account, access to additional features—including nominations, awarding Medelz tokens, following artists, posting comments, uploading Content, and engaging in other interactive functions—requires the creation of a Medelz account. By creating an account and using the Service, you acknowledge and agree that submission of any Content is entirely voluntary and does not establish a confidential, fiduciary, or special relationship with Medelz. Medelz retains sole discretion over whether, how, and when to use, review, or remove any submitted Content and is under no obligation to return, acknowledge, or compensate users for any Content submissions.

Your use of the Service does not confer any ownership rights over any aspect of the Service, including usernames, Content submitted by others, or any elements of Medelz’s intellectual property. Medelz does not endorse, control, or assume responsibility for third-party websites or online services that may be linked through the Service and disclaims any liability for their content, terms, or privacy practices. When you leave the Medelz platform to access third-party services, you do so at your own risk, and you should carefully review the terms and policies of those third-party services.

Medelz reserves the right, at its sole discretion and without prior notice, to modify, suspend, discontinue, or restrict access to any part of the Service, including features, functionalities, or digital content, whether for technical, legal, security, performance, or business reasons. Users acknowledge and agree that such changes may affect some or all users and that Medelz shall not be liable for any loss of data, access, or functionality arising from such changes. Additionally, Medelz may implement software updates, patches, or upgrades, including automatic updates to ensure the security and functionality of the Service, and by using the Service, you consent to the installation of such updates on your devices.

Use of the Service is subject to compliance with all applicable local, state, national, and international laws, and Medelz reserves the right to suspend or terminate any user’s access in cases of suspected violation of this Agreement or applicable law. Users are solely responsible for their interactions and content shared through the Service and agree that Medelz is not liable for any disputes, claims, or damages arising from such interactions or content.

Competitions Disclaimer and Brand Relationship Transparency

Competitions available on the Medelz platform are organized by Medelz Incorporated and offered and/or used either directly by Medelz Incorporated or by third-party brands, companies, or organizations that choose to leverage the Medelz platform to conduct creative arts competitions for marketing, engagement, or talent discovery purposes. Medelz provides the technology infrastructure and platform access to facilitate such competitions but is not necessarily the host or sponsor of all competitions listed on the platform.

All competitions conducted through the Medelz platform are governed by specific rules, eligibility criteria, and terms that may vary depending on the competition. While Medelz strives to maintain a standard of fairness and transparency, Medelz does not assume responsibility for the actions, representations, or outcomes of competitions that are utilized and leveraged by external parties. Participants are encouraged to review each competition’s specific terms and sponsoring entity before entering.

Medelz mobile applications are independently published and available for download on the Apple App Store and Google Play Store. However, Apple Inc. and Google LLC (including their respective subsidiaries and affiliates) do not sponsor, endorse, or have any direct involvement or affiliation with any competition, promotion, or prize offered through the Medelz platform. Competitions listed on Medelz are not in any way associated with, supported by, or administered by Apple or Google.

By participating in any competition on the Medelz platform, users acknowledge that they do so at their own discretion and agree that Medelz shall not be held liable for any dispute, claim, or loss arising out of or related to the conduct, outcome, or administration of such competitions.

Third-Party Merchandise Disclaimer

Medelz operates a global online platform where artists and sellers can list, market, and sell physical merchandise directly to buyers. Medelz acts solely as a facilitator of these transactions and does not, at any point, assume responsibility for inventory management, order fulfillment, shipping, delivery, product quality, authenticity, or compliance with local laws governing merchandise sales. Medelz does not pre-screen, endorse, or guarantee the legitimacy or quality of any seller or merchandise listed on the platform. Sellers operate independently and bear full responsibility for compliance with all applicable laws, regulations, and contractual obligations in the jurisdictions where their merchandise is sold or shipped.

By purchasing physical merchandise through the Medelz platform, buyers expressly acknowledge and agree that the transaction is strictly between the buyer and the seller. Medelz is not a party to the sales contract and disclaims any and all warranties or representations, whether express or implied, regarding the condition, quality, merchantability, fitness for a particular purpose, delivery, authenticity, or legality of physical merchandise. Medelz shall not be held liable for any issues arising from lost, damaged, delayed, defective, non-conforming, misrepresented, or undelivered merchandise, nor for any acts or omissions of the seller. Any disputes, refund requests, or claims related to merchandise must be addressed directly with the seller.

To the fullest extent permitted by applicable law, Medelz expressly disclaims all responsibility and liability for merchandise sold by third-party sellers through the platform. This includes, but is not limited to, liability for breach of contract, negligence, misrepresentation, non-compliance with consumer protection or safety laws, intellectual property infringement, or any other legal or regulatory violations. Buyers and sellers are solely responsible for ensuring compliance with local laws governing the sale and purchase of merchandise, including laws related to product labeling, safety standards, returns, refunds, taxes, and import/export regulations. Buyers should exercise due diligence when engaging in transactions, particularly when purchasing from international sellers or where cross-border shipping is involved.

Medelz does not process payments for merchandise transactions directly between buyers and sellers, except through third-party payment processors where applicable. Medelz makes no representation that payment facilitation constitutes endorsement or assumption of liability for any merchandise. Users understand and acknowledge that in some jurisdictions, mandatory consumer protection rights may override parts of this disclaimer. Where local law provides non-waivable consumer rights, such rights will apply to the extent required by law, and Medelz’s disclaimers shall be interpreted in compliance with such laws.

This disclaimer applies globally and shall be construed to limit Medelz’s liability to the fullest extent permitted by applicable law, irrespective of the user’s country of residence, transaction location, or governing law. Medelz reserves the right, at its sole discretion, to remove sellers or merchandise listings that violate this Agreement, applicable laws, or Medelz’s policies, but assumes no obligation to monitor or enforce such removals proactively.

By using the Medelz platform to engage in merchandise transactions, you confirm your understanding and acceptance of this disclaimer and waive any claims against Medelz arising from the actions, omissions, or failures of sellers. This provision is intended to protect Medelz from any and all legal risks, claims, or liabilities associated with third-party merchandise sales and shall survive the termination of this Agreement or your account.

User Content License and Rights Grant

By submitting, uploading, posting, displaying, or otherwise providing any content, including but not limited to artwork, photographs, videos, audio recordings, music, designs, written materials, graphics, biographical information, stage names, likenesses, images, and other materials (“Content”), you hereby grant Medelz, its affiliates, subsidiaries, partners, licensees, successors, and assigns an irrevocable, perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use, reproduce, adapt, modify, distribute, publicly perform, publicly display, publish, translate, create derivative works from, commercialize, monetize, and otherwise exploit such Content, in whole or in part, in any media, format, or channel now known or hereafter developed, for any purpose whatsoever, including but not limited to advertising, marketing, promotional, commercial, public relations, merchandising, editorial, or internal purposes, at Medelz’s sole discretion.

This license expressly authorizes Medelz to use your name, likeness, image, voice, stage name, and biographical information in connection with the Content and any derivative works, with or without attribution, and to combine the Content with other materials to create composite or derivative works. Medelz shall have the sole right to determine whether, how, and where the Content is used, including the right to monetize it through paid placements, sponsorships, third-party licensing, and other revenue-generating activities.

You acknowledge and agree that you retain ownership of your Content but waive any and all rights of publicity, privacy, attribution, integrity, moral rights, or any similar rights in connection with the Content to the maximum extent permitted by law. You irrevocably release Medelz from any liability or claims arising out of or in connection with Medelz’s use, distribution, modification, adaptation, or other exploitation of your Content, including but not limited to claims for infringement, misappropriation, reputational harm, misattribution, or improper use. You further agree not to bring any claim, suit, or proceeding against Medelz or its affiliates for any such use or perceived misuse of your Content.

You represent and warrant that you have all necessary rights, licenses, consents, and permissions to submit the Content and to grant the rights set forth in this Agreement, and that the Content does not infringe upon any third-party rights, including intellectual property, privacy, or publicity rights. You accept full responsibility for your Content and any consequences arising from its submission, including legal liabilities. You agree to indemnify, defend, and hold harmless Medelz, its officers, directors, employees, agents, affiliates, partners, licensors, and service providers from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to your Content, your breach of any representation or warranty, or your violation of this Agreement or applicable law.

This license shall survive the termination or expiration of this Agreement or your account, and Medelz may retain and use archival copies of your Content indefinitely for legal, operational, archival, or historical purposes. Nothing in this section limits Medelz’s right to pursue claims against third parties for infringement or unauthorized use of the Content.

Copyright Infringement & DMCA Policy

Medelz respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable laws, Medelz has adopted a policy of terminating, in appropriate circumstances and at its sole discretion, the accounts of users who are deemed to be repeat infringers. If you believe that your copyrighted work has been copied, displayed, or otherwise made available on the Medelz platform in a manner that constitutes copyright infringement, you may submit a takedown notice by sending a written request to Medelz at [email protected], with the subject line “DMCA Takedown Notice.” Your notice must include: a description of the copyrighted work you claim has been infringed; the exact URL or description of the infringing material on the Medelz platform; your name, address, phone number, and email address; a statement, made in good faith, that the use of the material is not authorized by the copyright owner, its agent, or the law; a statement under penalty of perjury that the information provided is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner; and your physical or electronic signature.

Upon receipt of a valid DMCA takedown notice, Medelz will promptly remove or disable access to the allegedly infringing content and may notify the user who submitted the content. If you believe that your content was removed in error or that you have authorization to use the content, you may submit a counter-notification to Medelz at the same contact information. The counter-notification must include: a description of the material that was removed; the location at which the material appeared before it was removed; a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; your name, address, phone number, and email address; and your physical or electronic signature. Upon receipt of a valid counter-notification, Medelz may restore the removed content, unless the original complainant files a court action seeking a restraining order against the user within the timeframe required by law.

Please note that submitting false claims or misrepresentations in a DMCA notice or counter-notification can result in liability under Section 512(f) of the DMCA, and may lead to termination of your Medelz account.

Medelz does not act as an arbiter of third-party disputes and is not liable for user-generated content uploaded to the platform. Users access and use such content at their own risk. The DMCA process described here applies only to users located in the United States. Users in other jurisdictions must follow equivalent procedures under applicable local copyright laws, including the European Union’s Digital Services Act, the DSM Directive, or similar frameworks.

User Conduct

You must be at least 18 years old to use the Service, and if you are acting on behalf of a company or organization, you represent and warrant that you have the authority to bind that entity. By accessing and using the Service, you agree to comply with this Agreement and with all applicable local, state, national, and international laws and regulations. You may view or listen to Content solely for your personal, non-commercial use. However, unless you have obtained prior written consent from Medelz or, if applicable, from the rights holders of the Content, you are strictly prohibited from reproducing, downloading, distributing, transmitting, broadcasting, displaying, selling, licensing, altering, modifying, or otherwise using any part of the Service or its Content for any commercial or unauthorized purpose.

You are not allowed to circumvent, disable, or interfere with any security-related features or access restrictions on the Service. Automated data collection activities, such as scraping, mining, or harvesting of data, as well as the use of bots, crawlers, or similar tools, are prohibited. You must not access accounts, data, or systems without authorization, or attempt to reverse-engineer, de-compile, or derive source code from the Service. You are expressly forbidden from uploading, posting, transmitting, or distributing any content that is unlawful, harmful, abusive, harassing, defamatory, obscene, vulgar, invasive of privacy, hateful, discriminatory, or otherwise objectionable. You must not upload or share content that infringes upon any third-party intellectual property rights, including copyrights, trademarks, or trade secrets.

You may not impersonate any person or entity, misrepresent your identity or affiliation, or engage in any fraudulent, deceptive, or misleading practices. Distribution of unsolicited promotional or commercial content, spam, or solicitations through the Service is strictly prohibited. You are not permitted to use the Service to promote pyramid schemes, multi-level marketing, or any other unauthorized commercial activities. Running competitions, promotions, or sweepstakes that violate Medelz policies or applicable laws is not allowed. Selling advertising, sponsorships, or promotions on the Service without prior written approval from Medelz, or monetizing Medelz Content without express authorization, is also prohibited. Additionally, you may not use the Service in any manner that could damage, disable, overburden, or impair its functionality, or interfere with any other user’s access to or enjoyment of the Service. Attempting to probe, scan, or test the vulnerability of the Service or its security measures, or attempting to breach security or authentication protocols, is strictly forbidden.

Users offering merchandise for sale on the Medelz platform must ensure that their products, sales practices, and business operations comply with all applicable consumer protection, safety, labeling, import/export, intellectual property, and tax laws in their jurisdiction and any destination jurisdictions for shipped goods.

Users are strictly prohibited from listing, marketing, or selling counterfeit, illegal, or unsafe merchandise on the platform, or from misrepresenting the nature, quality, authenticity, or source of any goods. Sellers are responsible for handling all buyer inquiries, refunds, returns, and disputes related to their merchandise, as explicitly outlined in the Third-Party Merchandise Disclaimer section of this Agreement. Medelz retains the right to suspend or terminate seller accounts, remove listings, or take other enforcement actions where violations of this Agreement, applicable laws, or Medelz policies occur.

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Medelz reserves the right, though not the obligation, to monitor, investigate, remove, or disable any Content or user conduct that violates this Agreement or applicable law, or that may harm Medelz, its users, or third parties. Medelz may take legal action or cooperate with law enforcement as needed to address violations. If you become aware of any misuse of the Service or any violation of these terms, you should report it immediately to Medelz at [email protected].

Disclaimer of Warranties

Medelz provides the Service, including its website, applications, software, content, and features, on an “as is” and “as available” basis without any warranties of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by law, Medelz disclaims all warranties, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, and any warranties arising out of course of dealing or usage of trade. Medelz does not represent or warrant that the Service, including any content, functionality, or features, will be accurate, complete, reliable, uninterrupted, timely, secure, error-free, or free of viruses, malware, or other harmful components. Users access and use the Service at their own discretion and risk, and Medelz shall not be liable for any damages to users’ devices or loss of data resulting from downloading, streaming, or using any part of the Service.

Medelz makes no warranties or representations regarding user-generated content or third-party content available through the Service. It does not endorse, guarantee, or assume responsibility for any user-generated or third-party content or for any products or services advertised, offered, or linked by users or third parties. Users acknowledge that interactions with other users or third parties, whether online or offline, and any commercial transactions or relationships formed through the Service are solely between the parties involved, and Medelz shall not be liable for any disputes, damages, or claims arising from such interactions or transactions.

Medelz does not warrant that the Service will be compatible with all devices or operating systems, that it will meet user requirements or expectations, or that it will be free from interruptions, delays, loss of data, or unauthorized access. Medelz expressly disclaims responsibility for any unauthorized access to or use of the Service or user data by third parties, including but not limited to hackers or malicious actors.

This disclaimer applies globally, but certain jurisdictions do not allow the exclusion or limitation of certain warranties, so the disclaimers above may not apply to all users. In such jurisdictions, Medelz’s warranties are limited to the maximum extent permitted by applicable law. No advice or information, whether oral or written, obtained from Medelz or through the Service, shall create any warranty not expressly stated in this Agreement.

Limitation of Liability

To the fullest extent permitted by applicable law, Medelz and its affiliates, officers, directors, employees, agents, licensors, and service providers shall not be liable for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or in connection with your access to, use of, inability to use, or reliance on the Service, including but not limited to damages for loss of profits, revenue, goodwill, data, or other intangible losses, whether based in contract, tort (including negligence), strict liability, or any other legal theory, and even if Medelz has been advised of the possibility of such damages. This limitation applies to damages arising from the use or inability to use the Service, including but not limited to errors, mistakes, omissions, interruptions, defects, delays in operation or transmission, unauthorized access to or alteration of user communications, transmission of viruses or other harmful code, third-party conduct or content (including defamatory, offensive, or illegal conduct), removal or unavailability of content, and any interactions or transactions with other users or third parties.

Medelz’s total cumulative liability to you for any claim arising out of or related to this Agreement or the Service shall not exceed the greater of one hundred U.S. dollars ($100) or the total amount paid by you to Medelz, if any, during the twelve (12) months preceding the event giving rise to the claim. Some jurisdictions do not allow the exclusion or limitation of certain damages or liabilities, so the above limitations may not apply to you in their entirety; however, in such jurisdictions, Medelz’s liability shall be limited to the fullest extent permitted by law. By using the Service, users waive rights to participate in class actions or jury trials and accept these limitations as binding.

Specifically, and as detailed in the Third-Party Merchandise Disclaimer, Medelz expressly disclaims all responsibility and liability for merchandise sold by third-party sellers through the platform. This includes, but is not limited to, liability for breach of contract, negligence, product defects, delivery issues, counterfeit or infringing goods, or failure to comply with consumer protection laws. Buyers and sellers engaging in merchandise transactions do so at their own risk, and any disputes, refund requests, or legal claims must be resolved directly between the buyer and seller, as set forth in the Merchandise Disclaimer section. Medelz’s liability for any other claims arising from the Service shall not exceed the greater of $100 or the total amount paid by the user in the twelve months preceding the claim.

You acknowledge and agree that Medelz provides the Service to you on an “as is” and “as available” basis and that you use the Service at your sole risk. In addition, you waive any right to participate in class action lawsuits or to a jury trial for any claim or dispute arising from or relating to this Agreement or your use of the Service. The limitations of liability set forth in this Agreement shall apply even if any limited remedy fails of its essential purpose, and shall survive the termination of this Agreement.

Indemnification

You agree to indemnify, defend, and hold harmless Medelz, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, demands, causes of action, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees and expenses, arising out of or in connection with your use of the Service, your breach or alleged breach of this Agreement, your violation of any law or third-party rights, including but not limited to intellectual property, privacy, publicity, or proprietary rights, or any claim that your Content caused harm, damage, or loss to any third party. This includes, without limitation, claims arising from or relating to user interactions, disputes, commercial transactions, or user conduct on the Service.

You further agree to indemnify and hold Medelz harmless from any claims, actions, fines, penalties, investigations, or enforcement actions brought by any governmental or regulatory authority as a result of your use of the Service or violation of this Agreement or applicable law. Medelz reserves the right, at its sole discretion and expense, to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate fully in the defense of any such claim.

This indemnification obligation shall survive termination of this Agreement and your use of the Service. You agree to indemnify Medelz to the fullest extent permitted by applicable law.

Termination

Either party may terminate this Agreement at any time, for any reason or for no reason, by providing notice to the other party. Upon termination by either party, your right to access and use the Service shall immediately cease, and you agree to discontinue all use of the Service. Medelz may, at its sole discretion and without prior notice, suspend or terminate your account or access to all or any part of the Service, including if Medelz believes you have violated this Agreement, violated the rights of a third party, engaged in fraud or abuse, failed to comply with applicable laws or regulations, or for any conduct that Medelz reasonably believes may harm its interests, other users, or third parties. Medelz may also suspend or terminate your account to comply with legal requirements, regulatory obligations, or court orders.

Upon termination, Medelz may, but is not obligated to, delete or retain any data or Content you have submitted to the Service, except as otherwise required by applicable law. You acknowledge that termination may result in the immediate loss of access to your account and any Content you have uploaded or stored on the Service. Medelz shall not be liable to you or any third party for any damages, loss of data, or other claims arising from the suspension or termination of your account or access to the Service.

In cases where certain functionalities of the Service remain accessible (such as browsing or viewing Content), this Agreement and all applicable terms and conditions shall continue to govern your use of those functionalities. All provisions of this Agreement which by their nature should survive termination shall survive, including but not limited to ownership provisions, intellectual property rights, warranty disclaimers, indemnification obligations, limitations of liability, dispute resolution, and governing law provisions. Termination shall not affect any accrued rights or obligations of either party, including Medelz’s right to pursue claims for breaches of this Agreement or violations of law.

Governing law

This Agreement, and any disputes, claims, or controversies arising out of or relating to the use of the Medelz Service, including but not limited to its website, applications, platforms, software, and Content, shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of law provisions. To the extent any dispute is permitted to be heard in court and not subject to binding arbitration as set forth in this Agreement, the parties agree that such action or proceeding shall be brought exclusively in the state or federal courts located in San Diego County, California. You and Medelz irrevocably submit to the personal jurisdiction of such courts and waive any objections to venue, forum non conveniens, or inconvenient forum with respect to such proceedings.

Nothing in this provision shall prevent Medelz from seeking injunctive or equitable relief, including the enforcement of its intellectual property rights, in any court of competent jurisdiction worldwide. Certain jurisdictions may not permit the exclusive choice of law or forum specified herein, in which case the governing law and forum shall be determined in accordance with the applicable laws of such jurisdictions, but only to the extent required.

Dispute Resolution

Any controversy, claim, or dispute arising out of or relating to this Agreement or your use of the Service, including but not limited to disputes regarding the interpretation, applicability, enforceability, breach, or termination of this Agreement, shall be resolved exclusively by binding arbitration. The arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, and the proceedings shall be conducted in English in San Diego County, California, unless otherwise mutually agreed by the parties. Each party shall bear its own legal and filing fees and expenses, unless otherwise determined by the arbitrator. However, Medelz may, at its discretion, elect to cover the arbitration fees for individual consumer claims, provided the claim is brought in good faith.

Notwithstanding the foregoing, either party may bring an individual action in a small claims court of competent jurisdiction for disputes that qualify, and Medelz retains the right to seek injunctive or equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of its intellectual property rights.

By agreeing to this provision, you and Medelz each waive any right to participate in a class action, class arbitration, or other representative action, and you also waive any right to a jury trial. This arbitration provision shall survive the termination or expiration of this Agreement and your use of the Service.

Force Majeure

Medelz shall not be liable for any failure or delay in the performance of its obligations under this Agreement, or for any interruption, suspension, or unavailability of the Service, where such failure, delay, or unavailability results from any cause beyond the reasonable control of Medelz. This includes, but is not limited to, acts of God; natural disasters such as earthquakes, floods, hurricanes, tornadoes, wildfires, or other extreme weather events; pandemics, epidemics, or public health emergencies; labor disputes, strikes, lockouts, or industrial disturbances; acts of war, terrorism, civil unrest, riots, or armed conflict; governmental orders, regulations, sanctions, or embargoes; failures or outages of telecommunications, internet service providers, hosting services, or other essential infrastructure providers; cyberattacks, hacking incidents, ransomware, denial-of-service attacks, or other malicious digital activity; supply chain disruptions, material shortages, or transportation interruptions; power outages, utility failures, or mechanical breakdowns; and any other cause, whether similar or dissimilar to the foregoing, that is beyond Medelz’s reasonable control and prevents or hinders the performance of its obligations.

In the event of such force majeure circumstances, Medelz shall be entitled to suspend, modify, or discontinue any part of the Service without notice or liability, and shall not be deemed in breach of this Agreement as a result of such circumstances. Medelz shall use reasonable efforts to mitigate the effects of the force majeure event and to resume normal operations as soon as reasonably possible, but shall not be liable for any losses, damages, or costs incurred by users or third parties due to delays or interruptions in Service availability. You acknowledge and agree that Medelz’s obligations are subject to global events and conditions, and that force majeure may affect access to the Service on a worldwide scale.

Medelz’s rights under this clause are cumulative and in addition to any other rights or remedies available under applicable law. Users acknowledge and agree that in the event of force majeure, Medelz shall not be responsible for any refund, credit, or other compensation, and shall be excused from all performance obligations under this Agreement for the duration of the force majeure event. This clause shall apply globally and irrespective of the jurisdiction in which the user resides or accesses the Service.

No Partnership or Agency

You acknowledge and agree that your use of the Medelz Service does not and shall not create any agency, partnership, joint venture, franchise, employment, or fiduciary relationship between you and Medelz, its affiliates, subsidiaries, officers, directors, employees, agents, licensors, or service providers. Neither party has the authority to bind or obligate the other in any manner, and no representations to the contrary shall be binding unless expressly agreed to in writing by an authorized officer of Medelz. Medelz does not endorse, control, supervise, or assume responsibility for any user, content, products, or services offered through the Service, and nothing in this Agreement shall be construed to create any liability or obligation on the part of Medelz with respect to user activities, transactions, or representations.

This Agreement and your use of the Service do not confer upon you any authority or capacity to act on behalf of Medelz in any jurisdiction, whether by way of power of attorney, proxy, agency, or any similar arrangement. Medelz expressly disclaims any responsibility for user statements, actions, or omissions made in connection with the use of the Service, including but not limited to representations of affiliation with Medelz, contractual commitments, or other acts purportedly made on Medelz’s behalf. Users are strictly prohibited from holding themselves out as agents, representatives, employees, or partners of Medelz or from making any statements or commitments that may create an impression of a legal or business relationship with Medelz.

In jurisdictions where specific disclaimers or formalities are required to clarify the absence of agency or partnership relationships, this clause shall be interpreted and enforced in a manner that maximally limits Medelz’s liability and exposure, while fully complying with local laws. This provision applies globally and irrespective of the location from which the Service is accessed or used. Medelz reserves the right to take legal action against any user or third party who purports to act on behalf of Medelz or creates the appearance of such authority without explicit written consent from Medelz.

Severability

If any provision, clause, term, or portion of this Agreement is held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity or enforceability of any remaining provisions of this Agreement, and such remaining provisions shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be deemed modified, to the minimum extent necessary under applicable law, to make it valid, legal, and enforceable, while preserving the original intent of the parties as closely as possible. If such modification is not possible, the invalid provision shall be deemed severed from this Agreement and the remainder shall continue in effect.

This severability clause applies globally, including in jurisdictions where certain contractual provisions may be restricted, invalidated, or unenforceable due to local laws, regulations, or public policy. Medelz expressly disclaims any obligation to conform this Agreement to the laws of any specific jurisdiction outside of its principal place of business, and users accessing or using the Service from outside the United States acknowledge and accept that certain provisions may not be recognized or enforceable in their local jurisdiction. In such cases, the Agreement shall be interpreted and enforced to the fullest extent permitted by applicable law, with any invalid provisions severed as necessary to preserve the enforceability of the remaining terms and to limit Medelz’s liability.

Furthermore, no failure or delay by Medelz in exercising any right, remedy, or privilege under this Agreement shall be deemed a waiver thereof, nor shall any partial exercise of any right, remedy, or privilege preclude further exercise thereof or the exercise of any other right, remedy, or privilege. This provision ensures that the rights and obligations under this Agreement shall continue in effect, regardless of any partial invalidity or unenforceability, and that Medelz retains full legal protection and the ability to enforce the Agreement to the greatest extent allowed by law in any jurisdiction.

International Users

Medelz operates its Service from the United States and makes no representation that the Service or any of its features, functionalities, or content are appropriate, available, or compliant with laws outside of the United States. Users who access or use the Service from jurisdictions outside of the United States do so at their own volition and are solely responsible for compliance with all applicable local laws and regulations, including but not limited to laws regarding data privacy, content, intellectual property, and acceptable use.

By accessing and using the Service from outside the United States, you expressly acknowledge and agree that this Agreement and your relationship with Medelz shall be governed exclusively by the laws of the State of California, United States of America, without regard to its conflicts of law principles. You irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in San Diego County, California, for any disputes permitted to be heard in court, and you waive any objections based on jurisdiction, venue, or forum non conveniens.

You understand and accept that Medelz may process, store, and transfer your data in and to the United States and other jurisdictions, and that such data handling may not comply with data protection laws outside the United States, including the General Data Protection Regulation (GDPR) or similar frameworks. By using the Service, you acknowledge and accept any risks associated with cross-border data transfers and waive any claims against Medelz arising from the processing, transfer, or storage of your data in jurisdictions that may not provide the same level of protection as your home country.

You represent and warrant that your use of the Service is lawful under the laws of your jurisdiction and that you are not located in or a resident of any country subject to trade restrictions, embargoes, or similar limitations imposed by the U.S. government or other authorities.

Medelz retains the right to enforce its rights and seek legal remedies, including but not limited to injunctive or equitable relief, in any court of competent jurisdiction worldwide. Nothing in this Agreement shall limit Medelz’s ability to pursue claims, enforce judgments or arbitral awards, or protect its interests in any jurisdiction. You acknowledge and agree that your use of the Service from outside the United States is at your own risk, and you release and hold harmless Medelz from any liability or claims arising from your access or use of the Service in such jurisdictions.

Entire Agreement

This Agreement, including all policies, guidelines, and incorporated documents referenced herein or posted on the Medelz platform, constitutes the complete and exclusive understanding and agreement between you and Medelz concerning your access to and use of the Service. It supersedes and replaces any and all prior or contemporaneous written or oral agreements, understandings, representations, communications, or negotiations between you and Medelz relating to the subject matter hereof, regardless of their form or timing. Any representations, statements, promises, or agreements made by any party or its agents that differ from or are inconsistent with this Agreement shall not be binding on Medelz unless explicitly agreed to in writing and signed by an authorized representative of Medelz.

You acknowledge and agree that no reliance is placed on any statements, representations, or promises that are not expressly contained in this Agreement. Medelz disclaims any liability arising from any such prior or contemporaneous communications not expressly incorporated herein. Furthermore, this Agreement is intended to apply globally, and its provisions shall be interpreted and enforced in accordance with its terms and the governing law set forth herein, notwithstanding differences in legal requirements across jurisdictions.

Medelz expressly reserves the right to modify, update, or revise this Agreement at any time, with or without prior notice, by posting a revised version on the Medelz platform. Your continued use of the Service following the posting of any changes constitutes your acceptance of the revised terms. Medelz’s failure to enforce any provision of this Agreement shall not be deemed a waiver of its right to enforce that provision or any other provision in the future.

If any provision of this Agreement is held invalid, illegal, or unenforceable in any jurisdiction, such provision shall be deemed severed or modified to the minimum extent necessary to make it enforceable while preserving the original intent of the parties, and the remaining provisions shall remain in full force and effect. This Agreement is binding on you and Medelz and may not be assigned, transferred, or sub-licensed by you without prior written consent from Medelz. Medelz may freely assign or transfer its rights and obligations under this Agreement to any third party without your consent.

By using the Medelz Service, you confirm your understanding and acceptance of this Entire Agreement, and you waive any claims that may arise from reliance on communications, representations, or agreements not explicitly set forth herein. This clause is intended to ensure that the rights and obligations of the parties are fully captured in this document and to protect Medelz from legal claims, misunderstandings, or disputes arising from prior or external communications, regardless of the user’s country of residence or use.

Updated: May 24, 2025