Terms and Conditions

This Agreement is a single, standing set of Terms of Service accepted once per Brand. Brand does not sign a new, individually negotiated master contract for each Engagement. Instead, this Agreement operates on two layers:

(a)Master Terms. This document governs the overall relationship between Brand and Company; including pricing and its confidentiality, payment, content usage and approval, non-circumvention, indemnification, and dispute resolution; for as long as Brand maintains an active account or engagement with the Platform.

(b)Order Confirmations. Each specific package, subscription tier, or Engagement is governed additionally by a lightweight Order Confirmation stating the deal-specific detail: the package or tier selected, the total price, the matched Creator(s), deliverables, and term. Brand accepts an Order Confirmation by taking a single in-platform action, by making the corresponding payment, or, if earlier, by directing or accepting the start of production or delivery under it; whichever occurs first. It does not restate or override this Agreement and is interpreted together with it.

Company keeps a timestamped record of (i) Brand's acceptance of this Agreement, including the version accepted, and (ii) Brand's acceptance of each Order Confirmation. Company may update this Agreement as described in Section 17.2; the version in effect at the time governs.

"Agreement" means these Brand Terms of Service, together with the MEDCollab Privacy Policy and any Order Confirmations entered into under it, each incorporated by reference.

"Creator" means a licensed medical professional engaged through the Platform, who is separately bound to Company by the Medical Creator Terms of Service.

"Engagement" means any campaign, partnership, content arrangement, or working relationship between Brand and a Creator that is introduced, facilitated, matched, negotiated, or made possible in whole or in part through the Platform.

"Order Confirmation" means the specific package, subscription tier, deliverables, Creator(s), price, and term agreed for a given Engagement, as set out in an in-platform confirmation, statement of work, or order form.

"Total Price" means the total amount payable by Brand for an Engagement, as set out in the applicable Order Confirmation.

"Platform" means the MEDCollab website and application (medcollab.io), the Creator directory, and all related matching, production-management, billing, and collection infrastructure operated by Company.

"Company Pricing Information" means the allocation of the Total Price between Company's platform/management fee and the compensation paid to the relevant Creator, and Company's pricing methodology generally, as further described in Section 6.

2.1The individual accepting this Agreement represents and warrants that they have full power and authority to bind the Brand on whose behalf they are acting, and that the Brand is validly organized and in good standing under the laws of its jurisdiction of formation.

2.2Brand represents that all products, services, and marketing materials it submits for use in an Engagement are lawfully marketed and comply with applicable law in each jurisdiction where the resulting content will be used.

3.1Account Security. Brand is responsible for maintaining the confidentiality of its login credentials and for all activity occurring under its account. Brand will notify Company immediately in writing of any suspected unauthorized access.

3.2Prohibited Conduct. Brand will not: (a) scrape, harvest, or use automated means to extract data from the Platform or the Creator directory; (b) attempt to identify, contact, or solicit a Creator outside the Platform other than as expressly permitted by Section 11; (c) misrepresent its identity, its products, or the intended use of any content; (d) upload malicious code or attempt to disrupt the Platform's operation; or (e) use the Platform for any purpose that violates applicable law.

3.3Platform Intellectual Property. The Platform, including its software, design, trademarks (including "MEDCollab"), and underlying technology, is owned by Company or its licensors. Company grants Brand a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purpose during the term of this Agreement.

3.4Platform Availability; Changes. The Platform is provided "as is" and "as available." Company does not guarantee uninterrupted or error-free operation and may modify, suspend, or discontinue any feature of the Platform at any time, using reasonable efforts to notify Brand of material changes affecting an active Engagement.

4.1Company operates as an intermediary platform that sources, vets, matches, negotiates, manages production for, and bills and collects on behalf of, Engagements between Brands and Creators. Company is not a party to, and does not control, any Creator's independent medical, clinical, or professional judgment, and does not practice medicine or provide medical advice.

4.2Each Creator is an independent contractor engaged through the Platform, and not an employee or agent of Company or Brand. Company does not guarantee any Creator's availability, performance, audience size, or engagement metrics.

4.3Brand acknowledges that Company is not a manufacturer, seller, distributor, or guarantor of Brand's products or services, and that Company's role is limited to facilitating the Engagement and managing content production and approval as described in this Agreement.

5.1The specific package or subscription tier, deliverables (including number and length of video or written assets), number of matched Creators, revision rounds, and support level for an Engagement are set out in the applicable Order Confirmation.

5.2Deliverables requested in excess of those specified in the applicable Order Confirmation, or additional Creator hours beyond any included allowance, will be billed separately at Company's then-current rates for such add-ons.

5.3Revisions are limited to the number of rounds specified in the applicable Order Confirmation. Additional revision rounds may be requested and will be billed separately unless otherwise agreed.

6.1Brand will pay the Total Price set out in the applicable Order Confirmation. The Total Price is a single, all-in figure for the Engagement and is individually set per package, tier, or negotiated deal.

6.2Brand acknowledges that the Total Price reflects Company's platform fee, technology, vetting, compliance review, escrow, and account management services, together with the compensation payable to the relevant Creator, and that Company does not itemize this allocation.

6.3Company Pricing Information is Company's sole and exclusive confidential, proprietary business information. Brand has no right to, and Company has no obligation to provide, Company Pricing Information, including the specific compensation paid to any Creator, whether during onboarding, during an Engagement, or at any other time.

6.4Brand will not request, solicit, or knowingly accept from any Creator, or any Creator's representative, any information regarding the compensation that Creator receives for an Engagement. If a Creator voluntarily discloses, or attempts to disclose, such information to Brand, Brand will decline to receive it where reasonably possible and will promptly notify Company in writing.

6.5This Section 6 survives termination of this Agreement indefinitely.

7.1The Total Price for each monthly service period is due in advance, before the start of that period, via the Platform's designated payment processor. Company holds payment and applies it to production, management, and Creator compensation for that period as described in this Agreement.

7.2Payment not received within seven (7) days of the due date will accrue a late fee of five percent (5%) of the amount overdue, and Company may suspend production, content approval, and delivery of assets for the affected Engagement until payment clears, without liability to Company for any resulting delay.

7.3Continued non-payment beyond fifteen (15) days of the due date is a material breach entitling Company to terminate the affected Engagement for cause, retain amounts already paid for work performed, and pursue any amount due.

7.4All fees are exclusive of applicable taxes, which are Brand's responsibility unless otherwise stated.

7.5General Refund Rule. Except as expressly stated in this Section 7, all payments made to Company; including subscription or access fees, package fees, and Engagement fees; are non-refundable once the applicable monthly period or Engagement has begun. The initial period of a Brand's subscription, however described (including as a "trial"), is a discounted paid period and not a free trial, and is non-refundable on the same basis. Outside of Section 7.6 (Match Guarantee), Company may, at its sole discretion, approve a refund request on a case-by-case basis; approval of one request does not obligate Company to approve any other.

7.6Match Guarantee. Company will deliver Brand a shortlist of at least one licensed, compliance-vetted Creator matching Brand's Order Confirmation within seven (7) business days of Brand's submission of a complete campaign brief and any other onboarding information reasonably requested by Company. If Brand has not submitted a campaign brief, this guarantee does not begin to run, and no refund is owed under this Section 7.6 for any period in which no brief has been submitted, since Brand has not yet enabled Company to perform. This Section 7.6 is evaluated independently for each monthly subscription period: a brief submitted in one period does not satisfy this Section for, or carry forward into, any other period, and Brand's continued subscription payment during a period in which no brief is submitted does not entitle Brand to a refund for that period, whether under this Section or otherwise. If Company fails to deliver a shortlist within seven (7) business days of a properly submitted brief, and the failure is not caused by Brand's delay in providing requested information, Brand is entitled to a full refund of the base subscription/access fee paid for that period. This is Brand's sole and exclusive remedy for a missed match, does not entitle Brand to a refund of any other fee, and is satisfied by delivery of a shortlist regardless of whether Brand is satisfied with, selects, or engages a Creator from it. Unlike Section 7.5, this Section 7.6 is not discretionary: where its conditions are met, Company will honor this refund.

7.7Engagement & Production Fees. Once a Creator has accepted an Engagement and begun performance, fees for that Engagement are non-refundable; regardless of Brand's satisfaction with the quality, content, or performance of the Creator; reflecting compensation owed or disbursed to the Creator and services already performed or in progress. If Company fails to deliver an approved deliverable for an Engagement due to Company's own fault, Company may, at its discretion, issue a credit or partial refund proportionate to the undelivered scope.

7.8Cancellation Is Not a Refund. Cancelling a subscription in accordance with Section 13 stops future billing. It does not, by itself, entitle Brand to a refund of any amount already paid for a period that has begun, except as described in Sections 7.6 or 7.7.

7.9Chargebacks. Before initiating a chargeback or payment dispute with a card issuer or bank, Brand agrees to first contact Company to attempt to resolve the matter under this Section 7. Company may suspend or terminate a Brand's account where a chargeback is initiated without first attempting resolution, or where Company reasonably believes a chargeback was initiated in bad faith after a Service was delivered as agreed.

7.10Withdrawal Rights (EEA/UK/Switzerland). The Platform is intended for business use. If a Brand representative is nonetheless treated as a consumer under the law of the European Economic Area, the United Kingdom, or Switzerland, that individual may have a statutory right of withdrawal from a contract for digital services. By requesting that Company begin providing the Service immediately upon payment, Brand acknowledges that this right of withdrawal is lost once performance has begun, to the extent permitted by applicable law.

7.11Recurring Billing Authorization. By accepting this Agreement and submitting payment information, Brand authorizes Company to charge the payment method on file for the Total Price of each Order Confirmation and for each recurring subscription period, in accordance with the billing cycle and term described in Section 13, until the subscription is cancelled under Section 13.2. This authorization covers each recurring charge without requiring a separate authorization for each individual payment.

7.12Records as Evidence. Brand agrees that Company's own Platform records; including timestamps of brief submission, shortlist delivery, Creator and compliance approvals, and in-platform communications; are the primary business records for resolving any billing dispute, chargeback, or disagreement about whether and when Company performed its obligations under this Agreement.

8.1License Grant. Subject to full payment and the specific terms of the applicable Order Confirmation, Brand receives a non-exclusive, non-transferable license to use approved content featuring the matched Creator's name, image, likeness, and professional credentials, for Brand's own campaigns under that Order Confirmation. Unless the Order Confirmation states a narrower scope, this license is unlimited as to format and channel; including paid and organic social media, landing pages, advertorials, video sales letters (VSLs), whitelisted advertising, websites, and email. This license, and every restriction and approval requirement in this Section 8, extends equally to any edit, re-cut, compilation, translation, or other repurposing of approved raw content, whether or not that derivative is itself submitted to the Platform, with the same restrictions as the original.

8.2License Duration & Automatic Termination. This license is not perpetual. It is granted only for as long as the underlying Engagement remains active, and terminates automatically and immediately upon the earliest of: (a) expiration of the Engagement's term without renewal; (b) termination of the Engagement or this Agreement by either party, for any reason, including for cause under Section 13.4 or for convenience under Section 13.2; or (c) the Creator ceasing to participate in the Engagement, including where the Creator elects, through Company, to end the working relationship with Brand. Regardless of package tier, resale, sublicensing, or use of content across multiple brands or entities is never permitted.

8.3Wind-Down. Upon termination of the license under Section 8.2 for reasons other than Brand's breach, Brand must cease all use of the affected content and remove it from every live channel, including paid ad accounts, organic posts, websites, landing pages, and email, within ten (10) business days, to allow for orderly ad-account and campaign wind-down. Where the license terminates because of Brand's breach, the shorter forty-eight (48) hour cure period and seventy-two (72) hour removal window in Section 8.6 apply instead. This wind-down obligation is independent of any liquidated damages or other remedy available under Section 11 or indemnification under Section 15, and survives termination of this Agreement to the extent needed to enforce it.

8.4Submission Timeline. All scripts, creative briefs, deliverables, and media assets must be submitted to Company at least seventy-two (72) hours prior to intended production or distribution.

8.5Approval Process. Before any use in any capacity, the raw deliverable(s) featuring a Creator's name, image, likeness, voice, or credentials must be submitted to the Platform and formally approved by both the Creator and Company's compliance process. Once a raw deliverable is approved, Brand may create and use edits, re-cuts, compilations, translations, AI-generated variations (subject to Section 8.7), and other derivatives of that approved deliverable without separately re-submitting each derivative for approval, provided every derivative remains within the usage parameters agreed with the Creator and does not misrepresent the Creator's statements, credentials, or clinical context. Derivatives are not required to be uploaded to the Platform. Company retains the right to review any derivative at any time, including through the access described in Section 8.10, and to require modification or takedown of a derivative that exceeds the approved scope, under the process in Section 8.6.

8.6Violation & Enforcement Protocol. Use of any unapproved raw deliverable, or use of an approved deliverable or any of its derivatives outside its licensed scope, will result in a written warning and takedown notice from Company. If the non-compliant use is not remedied within forty-eight (48) hours, Company may terminate the affected Engagement, and this Agreement, for cause. Following any such notice, Brand must immediately cease all use of the Creator's name, image, and likeness, remove all related assets within seventy-two (72) hours, and may be held liable for resulting damages under Section 15.

8.7AI Restrictions. AI-generated recreations of a Creator's face, body, voice, or image are strictly prohibited unless separately agreed in writing for a specific Engagement. AI-generated voiceovers, dubs, or subtitles for translation into non-English languages are permitted only where submitted in advance and approved under Section 8.5.

8.8Whitelisting. Where a package includes whitelisting, Brand may create and operate advertising pages (e.g., Meta Business Manager pages) in the Creator's name or in co-branded formats, strictly for paid media campaigns, subject to prior approval under Section 8.5. Direct access to a Creator's personal social media or other personal accounts is not granted under this Agreement.

8.9Affiliates & Third-Party Distribution. Brand may engage affiliates or other third parties to promote an Engagement, provided such parties do not alter or misrepresent the Creator's content, statements, or credentials, and provided Brand remains fully responsible for their compliance with this Agreement. A breach of this Section 8.9 by an affiliate is treated as Brand's own breach for purposes of Section 8.6, and continued misuse by an affiliate is grounds for termination of the affected Engagement.

8.10Performance Data Access. As a mandatory condition of every Engagement, and not an optional feature of any package tier, Brand will grant and maintain Company's read-only ("viewer") access to the advertising platform accounts (e.g., Meta Ads Manager, Google Ads, TikTok Ads) used for campaigns featuring the matched Creator's creative, limited strictly to performance monitoring on Company's creative assets, with no access to Brand's other campaigns, budgets, or account-wide data. Failure to grant or maintain this access is a material breach entitling Company to suspend the affected Engagement until access is restored, in addition to any other remedy available under this Agreement.

8.11Placement Disclosure & Audit. Brand will notify Company of every live URL or placement featuring the Creator's name, image, or likeness outside the advertising platform accounts covered by Section 8.10; including without limitation websites, advertorials, landing pages, and video sales letters; within seven (7) business days of that placement going live. Company may request a current list of all such live placements at any time, and Brand will provide it within five (5) business days. Company retains the right to conduct periodic audits of Brand's use of Engagement content, including requesting screenshots, access, or a walkthrough of a placement, to confirm compliance with this Section 8.

9.1Brand will route all communication with a matched Creator exclusively through Company's in-platform communication channel. Company does not provide a Creator's direct personal contact information (including personal email address or phone number) to Brand at any subscription tier or package level, and Brand will not attempt to obtain that information directly from a Creator or any third party.

9.2Brand will not request that a Creator make an individualized diagnosis, treatment recommendation, or other statement inconsistent with the Creator's professional and regulatory obligations, and will not request content that a Creator has indicated conflicts with their professional judgment.

9.3Brand will not request, and will not use, a Creator's name, image, likeness, or credentials outside the scope expressly licensed under Section 8 and the applicable Order Confirmation.

10.1Brand is solely responsible for the safety, legality, quality, and regulatory compliance of its products and services, and for the accuracy and substantiation of all product claims, whether made by Brand or incorporated into content produced for an Engagement.

10.2Brand is solely responsible for ensuring its marketing, advertising, and use of Engagement content complies with applicable advertising, consumer-protection, and health-claim regulations in each jurisdiction where it is used, including FTC and FDA requirements (United States), ASA/CAP Code requirements (United Kingdom), and equivalent regulations elsewhere.

10.3Company and Creator are intermediary and creative-services participants only. Neither Company nor any Creator makes any representation regarding, or assumes any responsibility for, the safety, efficacy, or regulatory status of Brand's products, and Brand's engagement of a Creator does not constitute the Creator's endorsement of any specific product claim beyond what that Creator has expressly and specifically approved in writing.

11.1Purpose. Company invests substantial time and resources in sourcing, vetting, matching, negotiating, and managing relationships between Brands and Creators. This Section 11 is intended to protect that investment and is a material inducement for Company to enter into this Agreement.

11.2Restriction. During the term of this Agreement and for twenty-four (24) months after the later of (a) termination of this Agreement, or (b) the end of a given Engagement, Brand will not, directly or indirectly, without Company's prior written consent:

(a)engage, pay, or enter into any partnership or content arrangement with a Creator introduced via the Platform, or any affiliate of Brand, that has the purpose or effect of avoiding, reducing, or replacing Company's platform or management fee for the same or a substantially similar scope of work;

(b)encourage, assist, or agree with a Creator to bypass the Platform for any future engagement with Brand; or

(c)solicit a Creator to terminate or reduce their relationship with Company in order to engage with Brand directly or through another intermediary.

11.3Ongoing Engagements. For any Engagement that continues on a recurring or renewing basis, Company's entitlement to its platform/management fee continues for as long as Brand and the relevant Creator maintain a working relationship of any kind; whether or not routed through the Platform; arising from that introduction, unless Company agrees otherwise in writing.

11.4Liquidated Damages. The parties agree that Company's damages from a breach of this Section 11 would be difficult to ascertain with precision at the time of breach. Accordingly, if Brand breaches this Section 11, Brand will pay Company, as liquidated damages and not as a penalty, an amount equal to the greater of: (i) twelve (12) times the average monthly platform/management fee actually charged to Brand for the relevant Creator relationship, calculated on the trailing three (3) months of that relationship (or the actual period, if shorter); or (ii) USD $25,000 per circumvented Creator relationship. The parties agree this is a genuine, reasonable pre-estimate of Company's loss, including lost recurring fees and lost business opportunity, and not a penalty. This remedy is without prejudice to Company's right to seek injunctive or other equitable relief.

11.5Symmetry. Company will not, and will contractually prohibit Creators from, soliciting or engaging Brand in a manner designed to circumvent fees properly due to Company. A materially equivalent non-circumvention obligation, including a liquidated damages remedy, applies to Creators under the Medical Creator Terms of Service.

11.6Additional Remedy. In addition to the liquidated damages in Section 11.4, a confirmed breach of this Section 11 entitles Company, at its discretion, to permanently bar Brand from engaging any Creator through the Platform in the future, without prejudice to any other remedy available to Company.

12.1Each party will keep confidential, and not disclose to any third party, the other party's non-public business information obtained in connection with this Agreement, including Company Pricing Information, campaign strategy, unreleased assets, performance data, and internal communications, and will use it solely to perform this Agreement.

12.2This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without an obligation of confidentiality; (c) is independently developed without reference to the confidential information; or (d) must be disclosed to comply with applicable law or a valid legal process, provided the disclosing party gives reasonable notice where legally permitted.

12.3Neither party will publicly disparage the other. This Section 12 survives termination of this Agreement.

13.1Unless the applicable Order Confirmation states otherwise, a Brand subscription begins with a one (1) month trial period. After the first month, the Engagement rolls into a three (3) month minimum commitment. Upon completion of that initial three-month phase, the Engagement automatically renews for successive three (3) month terms unless cancelled in accordance with Section 13.2.

13.2To cancel, Brand must give thirty (30) days' written notice before the end of the current three-month term. Notice given mid-term does not shorten the current term; the Engagement continues through its end date regardless of when notice is submitted.

13.3Brand may request a change of matched Creator after (a) the end of the one-month trial phase, or (b) the end of any completed three-month term, subject to Creator availability.

13.4Company may suspend or terminate this Agreement or any Engagement immediately, without notice, for: non-payment as described in Section 7.3; breach of Section 3.2 (Prohibited Conduct), Section 6 (Fee Confidentiality), Section 10 (Product Claims), or Section 11 (Non-Circumvention); or conduct that Company reasonably believes is harmful to Company's, a Creator's, or the Platform's reputation or legal position.

13.5Termination does not affect: (a) accrued and unpaid payment obligations; or (b) Sections 6, 8.2-8.3 (license termination and wind-down, which apply as a consequence of termination, not despite it), 10, 11, 12, 14, 15, and 16-19, all of which survive termination as applicable to obligations arising from or after that termination.

14.1Each party represents that it has full power and authority to enter into this Agreement.

14.2Brand represents and warrants that: (a) the authority representation in Section 2.1 is true; (b) all product, claims, and marketing information Brand provides for use in an Engagement is accurate and lawfully substantiated; (c) Brand will comply with all applicable laws and this Agreement, including the acceptable-use obligations in Section 3.2 and the compliance obligations in Section 10; and (d) Brand's use of any Engagement content will remain within the scope licensed under Section 8.

15.1Brand will indemnify, defend, and hold harmless Company, its members, officers, employees, and affiliates, and the relevant Creator(s), from and against any and all third-party claims, losses, liabilities, damages, and reasonable expenses (including attorneys' fees) arising out of or relating to: (a) Brand's breach of this Agreement, including Section 3.2 (Prohibited Conduct) or Section 9 (Obligations Regarding Creator); (b) any claim regarding the safety, efficacy, legality, or marketing of Brand's products or services, or any product claim made in Engagement content; (c) Brand's use of Engagement content outside the scope licensed under Section 8; or (d) Brand's misrepresentation under Section 14.

15.2Company's indemnification obligation to Brand, if any, is limited to third-party claims arising from Company's own gross negligence or willful misconduct in operating the Platform. Company expressly disclaims, and Brand releases Company from, any obligation to indemnify Brand for claims arising from a Creator's independent professional conduct or statements that were approved by Brand.

16.1The Platform is provided "as is" and "as available" as described in Section 3.4, without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, except as expressly stated in this Agreement.

16.2To the maximum extent permitted by law, Company's aggregate liability to Brand arising out of or relating to this Agreement, in any rolling twelve (12) month period, will not exceed the total fees actually paid by Brand to Company in the twelve (12) months preceding the event giving rise to the claim.

16.3To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits or lost business opportunity, even if advised of the possibility of such damages.

16.4Nothing in this Agreement limits either party's liability for gross negligence, willful misconduct, fraud, or any other liability that cannot be limited or excluded as a matter of applicable law, or Brand's indemnification obligations under Section 15.1.

16.5Without limiting Section 16.1-16.3, Company is not liable for: (a) misuse or unauthorized distribution of approved or unapproved content by Brand or its affiliates; (b) legal action arising from unapproved medical or product claims; (c) delays caused by a Creator's illness, family emergency, travel restriction, or other force majeure event; or (d) any loss of income or business opportunity arising from a resulting campaign delay.

17.1Data Privacy. Company's collection and use of Brand's and its personnel's personal data is governed by the MEDCollab Privacy Policy, incorporated into this Agreement by reference.

17.2Amendment. Company may update this Agreement from time to time by providing notice (including by email or in-platform notice). Continued use of the Platform after the effective date of an update constitutes acceptance.

17.3Binding Arbitration. Except as provided in Section 17.5, any dispute, claim, or controversy arising out of or relating to this Agreement will be resolved exclusively by final, binding, confidential arbitration administered by JAMS (or, at Company's election, the American Arbitration Association) under its then-applicable rules, before a single arbitrator, seated in Cheyenne, Wyoming. Judgment on the award may be entered in any court of competent jurisdiction.

17.4Class Action Waiver. Disputes must be brought in each party's individual capacity only, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.

17.5Injunctive Relief Carve-Out. Either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction to enforce Sections 3.2 through 3.3 (Acceptable Use / Platform IP), 6 (Fee Confidentiality), 8 (Content Usage/Approval), 11 (Non-Circumvention), or 12 (Confidentiality), without first resorting to arbitration and without posting bond except where required by law.

17.6Governing Law & Venue. This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles. Subject to Section 17.3, the state and federal courts located in Wyoming have exclusive jurisdiction over any permitted court proceeding, and each party submits to their personal jurisdiction.

18.1Entire Agreement. This Agreement, together with the documents it incorporates by reference, is the entire agreement between the parties regarding its subject matter and supersedes all prior discussions or agreements on that subject.

18.2Assignment. Company may assign or transfer this Agreement, in whole or in part, without Brand's consent, including in connection with a merger, acquisition, financing, or sale of assets. Brand may not assign this Agreement without Company's prior written consent.

18.3Force Majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including illness, medical emergency, natural disaster, or similar events.

18.4Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be reformed to the minimum extent necessary to make it enforceable.

18.5No Waiver. No failure or delay by either party in exercising any right under this Agreement operates as a waiver of that right.

18.6Notices. Notices under this Agreement may be given by email to the address on file or via in-platform notification, and are deemed received when sent.

18.7Independent Advice. Brand acknowledges having had the opportunity to review this Agreement in full and to seek independent legal counsel prior to acceptance.

18.8Electronic Acceptance. Brand accepts this Agreement by checking the acceptance box presented at sign-up or Order Confirmation, or by making payment referencing this Agreement, which is valid and binding to the same extent as a handwritten signature. Company will retain a timestamped record of the version of this Agreement accepted, the date and time of acceptance, and the account and IP address associated with that acceptance.

This Agreement is accepted electronically and account-wide; it does not require a separate countersigned copy for each Order Confirmation. The following record is captured automatically by the Platform at the moment Brand checks the acceptance box, and is retained by Company as evidence of acceptance:

• Brand account email, company name, and signatory name
• Version and effective date of these Terms accepted
• Date and time of checkbox acceptance
• IP address at time of acceptance

☐ I agree to the MEDCollab Brand Terms of Service