Terms and Conditions

1.1The MEDCollab Service. MEDCollab operates a curated network of licensed clinicians and provides the services that allow brands and clinicians to work together safely and efficiently: sourcing and vetting, licence verification, matching, compliance review, campaign administration, secure payments, support and dispute resolution (the "MEDCollab Service").

1.2How these Terms work with the Campaign Agreement. These Terms govern your account, your use of the Platform and your relationship with MEDCollab from your first contact with us, including any demo or campaign brief. Each Campaign is governed by the MEDCollab Campaign Agreement, which is accepted on the Platform before the Campaign begins and sets out its pricing, payment, content licence, AI use, whitelisting, removal of content and other Campaign terms. For each Campaign, the Campaign Agreement prevails over these Terms where they differ.

1.3Independent parties. MEDCollab provides the MEDCollab Service in its own name and as an independent contractor. MEDCollab is not your agent, partner, employer or fiduciary, or that of any Clinician. Clinicians are independent professionals and are not employees or agents of MEDCollab or the Brand.

1.4No medical services. MEDCollab does not practise medicine and does not provide medical, legal or regulatory advice.

Account: the Brand's account on the Platform.

Campaign: an engagement between the Brand and one or more Clinicians arranged through MEDCollab.

Campaign Agreement: the MEDCollab Campaign Agreement that governs each Campaign.

Clinician: a licensed clinician who has joined the MEDCollab network.

Clinician Information: any information about a Clinician made available through the Platform or by MEDCollab, including profiles, applications, specialties, content samples and availability.

Introduction: the first occasion on which the Brand sees, is shown, is matched with or communicates with a Clinician through the Platform or through MEDCollab, including during a demo or through an application to one of the Brand's campaign briefs.

Platform: the MEDCollab website and application, including its messaging, calls, meetings, calendar, approvals, billing and record-keeping functions.

3.1Business use. The Platform is for business use only. You confirm that the Brand is a validly organised business and that the information you provide to MEDCollab is accurate and complete.

3.2Account security. You are responsible for keeping your login details secure and for all activity under your Account. You will tell MEDCollab promptly of any unauthorised access.

3.3No cost to join. There is no charge to book a demo, create an Account, post a campaign brief or review Clinician applications. Fees are payable only under a Campaign Agreement.

4.1Acceptable use. You will not: (a) scrape, copy or extract data from the Platform or the Clinician network by automated or other means; (b) contact or attempt to contact a Clinician outside the Platform; (c) misrepresent your identity, your products or the intended use of any content; (d) introduce malicious code or interfere with the Platform; or (e) use the Platform for any unlawful purpose.

4.2Platform intellectual property. The Platform, including its software, design and the MEDCollab name and marks, belongs to MEDCollab or its licensors. MEDCollab grants you a limited, non-exclusive, non-transferable, revocable licence to use the Platform for its intended purpose.

4.3Availability. The Platform is provided "as is" and "as available". MEDCollab may change, suspend or discontinue any feature and will use reasonable efforts to give notice of changes that materially affect an active Campaign.

5.1Campaign briefs. You may post campaign briefs on the Platform. Clinicians may apply, and you may review their profiles and applications on the Platform. You will provide accurate briefs and information about your products and requirements.

5.2No guarantee. MEDCollab does not guarantee that any Clinician will apply to or accept a Campaign, or any audience size, performance or result.

5.3No obligation. Neither party is obliged to begin a Campaign until a Campaign Agreement has been accepted on the Platform.

6.1Confidential Clinician Information. Clinician Information is confidential to MEDCollab and the Clinician. You will use it only to evaluate and run Campaigns through the Platform.

6.2Communication on the Platform. All communication with Clinicians, including messages, calls, meetings and scheduling, must take place on the Platform. MEDCollab does not provide Clinicians' personal contact details, and you will not try to obtain them from a Clinician or any other source.

6.3Professional obligations. You will not ask a Clinician to make an individual diagnosis or treatment recommendation, or any statement inconsistent with their professional judgment or obligations.

7.1Pricing. The price for each Campaign is agreed on the Platform and set out in the Campaign Agreement. It covers the Campaign and the MEDCollab Service.

7.2Confidentiality of commercial terms. Your commercial terms are confidential between you and MEDCollab. You will not ask any Clinician about, or accept from any Clinician, information about the Clinician's own commercial terms, and you will tell MEDCollab if a Clinician offers it.

8.1Restriction. From the Introduction of a Clinician, and for 12 months after the later of (a) your last contact with that Clinician on the Platform and (b) the end of your last Campaign with that Clinician, you will not, without MEDCollab's written consent: (i) work with or pay that Clinician, directly or through any other agency, platform or intermediary, for content, endorsement, ambassador, advisory, speaking or similar work; (ii) invite or encourage that Clinician to deal with you outside the Platform; or (iii) do any of these things through a group company, affiliate, agent or representative.

8.2Conversion fee. You may engage a Clinician outside the Platform only with MEDCollab's written consent and on payment of a conversion fee. The same fee is payable if you circumvent the Platform without consent. The conversion fee is the greater of US$25,000 and six times the average monthly Campaign Price paid for that Clinician over the last three months of the relationship (or, for a One-off Campaign, the greater of US$25,000 and the Campaign Price). Where no Campaign has taken place, the conversion fee is US$25,000.

8.3Reasonableness. You acknowledge the significant investment MEDCollab makes in sourcing, vetting and matching Clinicians, and agree that the conversion fee is a fair price for engaging a Clinician outside the Platform and a genuine pre-estimate of MEDCollab's loss where you do so without consent.

8.4Other remedies. Where you circumvent without consent, MEDCollab may also suspend or close your Account, bar you from the Platform and seek injunctive relief.

9.1Your responsibility. You are solely responsible for the safety, quality, legality and regulatory status of your products and for the accuracy and substantiation of every product claim. You will ensure that your marketing complies with all laws, regulations and codes in every country where it is used, including, for example, FDA, FTC and state requirements in the United States and the ASA/CAP codes and MHRA requirements in the United Kingdom.

9.2MEDCollab's role. MEDCollab's compliance review does not make MEDCollab responsible for your products or claims.

10.1Obligation. Each party will keep confidential the other's non-public information received in connection with these Terms, including Clinician Information, commercial terms, strategy, unreleased content and performance data, and will use it only for the purposes of these Terms.

10.2Exceptions. This does not apply to information that is or becomes public through no fault of the recipient, was already known to the recipient, is independently developed, or must be disclosed by law, in which case the disclosing party will give notice where legally permitted. MEDCollab may also disclose information to its payment processor and card networks in response to a payment dispute.

10.3Non-disparagement. Neither party will publicly disparage the other.

MEDCollab may identify the Brand as a client using its name and logo in MEDCollab's marketing materials. Use of Campaign content and results is governed by the Campaign Agreement. MEDCollab will stop a particular use within a reasonable time if you ask in writing.

MEDCollab's use of personal data is described in the MEDCollab Privacy Policy, which forms part of these Terms. You will not share patient data or any other person's health data through the Platform.

13.1By you. You may close your Account at any time. Closing your Account does not end any active Campaign, which continues to be governed by its Campaign Agreement.

13.2By MEDCollab. MEDCollab may suspend or close your Account immediately if you breach these Terms or a Campaign Agreement, or if MEDCollab reasonably believes your conduct is harmful to MEDCollab, a Clinician or the Platform.

13.3Survival. Sections 6, 7.2, 8, 9, 10, 14, 15, 16 and 17 survive the end of these Terms.

14.1Warranties. You warrant that you have authority to accept these Terms, that the information and materials you provide are accurate and do not infringe anyone's rights, and that you will comply with these Terms and all applicable laws.

14.2Indemnity. You will defend and indemnify MEDCollab (including its owners, personnel and group companies) and the relevant Clinicians against all claims, losses, fines, damages and reasonable legal costs arising from your products, your product claims, your marketing, or your breach of these Terms.

15.1Excluded loss. Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, sales or goodwill.

15.2Cap. To the extent permitted by law, MEDCollab's total liability under these Terms is limited to the greater of US$100 and the amounts you paid to MEDCollab in the 12 months before the claim. Liability under a Campaign is governed by the Campaign Agreement.

15.3Exceptions. Nothing in these Terms limits liability for fraud, wilful misconduct, your indemnity, your non-circumvention obligations, or any liability that cannot be limited by law.

16.1Arbitration. Any dispute arising out of or in connection with these Terms will be finally resolved by confidential, binding arbitration administered by JAMS (or the American Arbitration Association, at MEDCollab's election) before a single arbitrator seated in Cheyenne, Wyoming, on an individual basis only and not as a class or representative action.

16.2Injunctive relief. Either party may seek urgent injunctive relief in court to protect the Platform, confidential information or the non-circumvention obligations.

16.3Governing law. These Terms are governed by the laws of the State of Wyoming, USA.

17.1Updates. MEDCollab may update these Terms by giving notice on the Platform or by email. Updates apply to new users immediately and to existing users 30 days after notice. Changes to the Campaign Agreement apply to Campaigns as set out in the Campaign Agreement.

17.2Entire agreement. These Terms, together with the Privacy Policy and any Campaign Agreement, are the entire agreement between the parties on their subject matter.

17.3Assignment. MEDCollab may assign these Terms to a group company or to a purchaser of all or part of its business without consent. You may not assign them without MEDCollab's written consent.

17.4Force majeure. Neither party is liable for delay caused by events beyond its reasonable control.

17.5Notices. Notices are given through the Platform or to the email address on your Account, and take effect when sent.

17.6Miscellaneous. If any provision is held unenforceable, the remainder continues in force. No failure or delay in exercising a right is a waiver of it. You confirm that you have had the opportunity to take independent legal advice before accepting.

17.7Electronic acceptance. Acceptance by ticking the acceptance box has the same effect as a handwritten signature. MEDCollab records the name, email address, company, version of these Terms accepted, date and time, and IP address of each acceptance.

☐ I have read and agree to the MEDCollab Brand Terms of Service on behalf of the Brand I represent, and I confirm that I am authorised to do so.