Terms and Conditions

This Agreement is a single, standing set of Terms of Service that applies to every Creator on the Platform once accepted, and, on a more limited basis, to anyone who simply browses the Platform (Section 3.6). Creator does not sign a new, individually negotiated contract for each Brand relationship. Instead, this Agreement operates on two layers:

(a)Master Terms. This document governs the overall relationship between Creator and Company; including platform access and acceptable use, licensure, the fee structure and its confidentiality, content ownership and approval, exclusivity, non-circumvention, confidentiality, liability, and dispute resolution; for as long as Creator holds an account on the Platform.

(b)Engagement Confirmations. Each specific Brand match is governed additionally by a lightweight, in-platform Engagement Confirmation stating only the deal-specific detail: the Brand, the Creator Rate, deliverables, timeline, and any usage/whitelisting terms for that campaign. Creator accepts an Engagement Confirmation with a single in-platform action; it does not restate or override this Agreement and is interpreted together with it.

Company keeps a timestamped record of (i) Creator's acceptance of this Agreement, including the version accepted, and (ii) Creator's acceptance of each Engagement Confirmation. Company may update this Agreement as described in Section 20.2; the version in effect at the time governs.

"Agreement" means this Medical Creator Terms of Service, together with the MEDCollab Privacy Policy and any Engagement Confirmations entered into under it, each incorporated by reference.

"Brand" means any company, agency, or individual that engages, or seeks to engage, a Creator through the Platform.

"Directory" means the searchable Creator listing, profile pages, and any other marketplace display through which Brands browse and select Creators on the Platform.

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

"Engagement Confirmation" means the specific scope of work, deliverables, usage rights, and Creator Rate agreed for a given Engagement, as set out in an in-platform confirmation, statement of work, or order form.

"Creator Rate" means the fixed compensation payable to Creator for an Engagement, as set out in the applicable Engagement Confirmation.

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

"Company Pricing Information" means the amount charged to or received from any Brand, Company's margin, platform fee, and pricing methodology, as further described in Section 6.

2.1Creator represents and warrants that Creator holds a current, active, unrestricted license to practice in the profession and jurisdiction(s) identified in Creator's application, that such license is in good standing, and that Creator is not aware of any unresolved board complaint, investigation, suspension, revocation, or disciplinary action, pending or threatened, against that license.

2.2Creator will notify Company in writing within three (3) business days of any change in the status described in Section 2.1.

2.3Company may independently verify Creator's licensure at any time and may suspend Creator's access to the Platform pending verification.

2.4A breach of this Section 2 is a material breach of this Agreement. Company may terminate this Agreement and any in-flight Engagement immediately upon written notice, without further obligation to pay Creator for deliverables not yet completed as of the date of breach, and without prejudice to any claim a Brand may separately have against Creator.

3.1Account Security. Creator is responsible for maintaining the confidentiality of Creator's login credentials and for all activity occurring under Creator's account. Creator will notify Company immediately in writing of any suspected unauthorized access. Company is not liable for losses arising from Creator's failure to safeguard credentials.

3.2Prohibited Conduct. Creator will not: (a) create more than one account or a profile impersonating another person; (b) misrepresent credentials, licensure, specialty, audience size, or any other profile detail; (c) scrape, harvest, or use automated means to extract data from the Platform; (d) reverse-engineer, decompile, or attempt to access the Platform's source code or underlying systems; (e) upload malicious code or attempt to disrupt the Platform's operation; (f) harass, threaten, or discriminate against Brands, other Creators, or Company personnel through the Platform; or (g) 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 Creator a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purpose during the term of this Agreement. No other rights are granted, and this license terminates automatically upon termination of this Agreement.

3.4Directory & Profile Display License. Separately from the campaign-content license in Section 8, Creator grants Company a non-exclusive, worldwide, royalty-free license to display Creator's name, headshot, professional title, credentials, specialty, bio, and other profile information submitted to the Platform ("Profile Information") within the Directory and in Company's own marketing of the Platform to prospective Brands (for example, aggregate or illustrative use in sales materials, the MEDCollab website, and pitch decks), for as long as Creator maintains an active Directory listing. This license does not include the right to place Profile Information in a specific Brand's advertising, which remains governed exclusively by Section 8 and the applicable Engagement Confirmation. Creator may request removal of Profile Information from the Directory at any time, effective within a commercially reasonable period, without affecting any Engagement already in progress.

3.5Platform 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. Company will use reasonable efforts to provide notice of material changes affecting active Engagements.

3.6General Website Use. Any person who accesses medcollab.io without registering as a Creator; including to browse informational pages; is bound by this Section 3 and by Company's Privacy Policy for that access, but is not a party to Sections 2 and 4 through 20 of this Agreement unless and until that person registers as a Creator and completes acceptance as described in the introduction to this Agreement.

4.1Creator is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or general agency relationship between Creator and Company, except for the limited payment-collection and content-approval-facilitation roles expressly described in this Agreement.

4.2Creator is solely responsible for Creator's own taxes, business registration, and any professional liability, malpractice, or other insurance appropriate to Creator's practice and content activities. Company will not withhold taxes on Creator's behalf except where required by applicable law.

4.3Company does not guarantee Creator any minimum number of Engagements, minimum income, or continued access to any particular Brand relationship.

5.1Company operates as an intermediary platform that sources, vets, matches, negotiates, manages production for, and bills and collects on behalf of, Engagements between Creators and Brands. Company is not a party to the underlying medical, clinical, or advisory relationship, if any, between Creator and any third party, and does not practice medicine, provide medical advice, or direct or control the medical opinions, statements, or clinical judgment expressed by Creator.

5.2Company is not a manufacturer, seller, distributor, or guarantor of any Brand's products or services, and makes no representation regarding the safety, efficacy, legality, or quality of any Brand's products.

6.1For each Engagement, Creator will receive the Creator Rate set out in the applicable Engagement Confirmation. The Creator Rate is Creator's sole and complete entitlement to compensation for that Engagement, and is individually negotiated per Engagement.

6.2Creator acknowledges that Company's business model includes retaining a management fee, platform fee, and/or margin on amounts paid by Brands, that this fee is separate from and unrelated to the Creator Rate, and that Company's total charge to a Brand for an Engagement may substantially exceed the Creator Rate. This is standard practice for agencies and marketplaces of this kind.

6.3Company Pricing Information is Company's sole and exclusive confidential, proprietary business information. Creator has no right to, and Company has no obligation to provide, Company Pricing Information, whether during onboarding, during an Engagement, or at any other time. Creator's rights under this Agreement are limited to the Creator Rate actually agreed for each Engagement.

6.4Creator will not request, solicit, or knowingly accept from any Brand, or any Brand's affiliate, employee, contractor, or representative, any information regarding the amount that Brand pays or has paid to Company for an Engagement. If a Brand voluntarily discloses, or attempts to disclose, such information to Creator, Creator 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.

7.1Brands are required under the MEDCollab Brand Terms to pay in advance, on a monthly basis, before the start of each monthly service period. Company holds such payments and releases the Creator Rate to Creator in accordance with Section 7.2.

7.2Company will pay Creator the applicable Creator Rate within ten (10) business days of Company's receipt of cleared payment from the relevant Brand for the corresponding period, unless the applicable Engagement Confirmation specifies a different schedule.

7.3Company will use commercially reasonable efforts to collect payment from Brands on schedule and will promptly notify Creator in writing of any payment delay or default by a Brand that affects Creator's compensation. Company's obligation to pay Creator for a given period is conditioned on Company's actual receipt of cleared payment from the relevant Brand for that period.

7.4Company may withhold, offset, or delay a payment to the extent reasonably necessary to comply with applicable law, to address a good-faith dispute over deliverables under the relevant Engagement Confirmation, or to recover amounts properly owed by Creator to Company under this Agreement.

8.1This Section 8 governs content created for a specific Brand campaign. It is separate from, and does not expand, the Directory & Profile Display License in Section 3.4.

8.2Except for pre-existing intellectual property owned by a Brand or Company (including scripts, briefs, footage, or templates they provide), ownership of Creator's name, image, likeness, voice, professional title, and credentials, and of raw and edited campaign content in which they appear ("Creator IP"), remains with Creator.

8.3Creator grants the relevant Brand a limited, non-exclusive, non-transferable, non-sublicensable license to use Creator IP and approved campaign content solely for that Brand and the specific campaign identified in the applicable Engagement Confirmation, for the duration and channels stated there. Unless the applicable Engagement Confirmation expressly states otherwise: (a) usage rights are limited to the purchasing Brand only; (b) resale, sublicensing, or use across multiple brands or entities is not permitted; and (c) all usage rights expire at the end of the license period stated in the Engagement Confirmation.

8.4No campaign content featuring Creator's name, image, likeness, credentials, or voice; including AI-generated variations, translations, dubs, whitelisted or boosted versions, or edits or re-cuts of previously approved content; will be published or used in any capacity without Creator's prior written (including electronic, in-platform) approval of the applicable script and/or final asset. This applies equally to newly created assets and to any edit, re-cut, or repurposing of previously approved assets, with no exception for volume or turnaround requirements.

8.5Any AI-generated avatar, synthetic voice, or other synthetic likeness of Creator requires Creator's separate prior written consent to its creation and to each specific use, is limited to the Engagement for which it was approved, and expires with that Engagement unless renewed in writing.

8.6If content is used outside its approved scope, materially altered without consent, presented in a misleading medical or clinical context, or otherwise misused, Creator may issue a written takedown request to Company. Company will use commercially reasonable efforts to secure Brand compliance within forty-eight (48) hours of the request. A Brand's continued non-compliance is a default by that Brand and does not itself constitute a breach by Company, though Company will provide reasonable assistance to Creator in enforcing Creator's rights, including, where appropriate, termination of the Brand relationship.

9.1Creator is solely responsible for ensuring all content and statements comply with: (a) the advertising, endorsement, and social-media rules of Creator's medical board or equivalent licensing body; (b) the applicable endorsement and disclosure rules of the jurisdiction in which the content is distributed, including the FTC Endorsement Guides (United States) and the CAP Code / ASA rules (United Kingdom) where applicable, including clear and conspicuous disclosure of any material connection or compensation; and (c) any claims restrictions specific to the product or category.

9.2Creator will not make an individualized diagnosis, treatment recommendation, or other statement to a specific viewer within sponsored content, and will not represent a statement as clinically established or peer-reviewed fact unless it is substantiated.

9.3Creator is solely responsible for independently evaluating any Brand and its products before endorsing them. Company facilitates the introduction and manages logistics but does not vet, test, or warrant the accuracy of any Brand's product claims, and Creator's endorsement decision is Creator's own professional judgment.

9.4A breach of this Section 9 is subject to the indemnification obligations in Section 15.

10.1Creator will disclose any existing category exclusions or exclusivity arrangements during onboarding and keep that disclosure current.

10.2For the duration of an active Engagement, Creator will not enter into a competing endorsement or ambassador arrangement in the same product category with a direct competitor of the relevant Brand, unless the applicable Engagement Confirmation provides otherwise.

10.3Nothing in this Section 10 restricts Creator's professional speaking engagements, clinical publications, academic activity, or non-commercial educational content unrelated to a specific Engagement.

11.1Purpose. Company invests substantial time and resources in sourcing, vetting, matching, negotiating, and managing relationships between Creators and Brands. 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 Creator's participation in a given Engagement, Creator will not, directly or indirectly, without Company's prior written consent:

(a)accept, solicit, or enter into any engagement, partnership, or payment arrangement with a Brand introduced via the Platform, or any affiliate of that 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 Brand to bypass the Platform for any future engagement with Creator; or

(c)solicit a Brand to terminate or reduce its relationship with Company in order to engage Creator 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 Creator and the relevant Brand 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 Creator breaches this Section 11, Creator 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 Company would have earned from the relevant Brand relationship, calculated on the trailing three (3) months of that relationship (or the actual period, if shorter); or (ii) USD $25,000 per circumvented Brand 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 Brands from, soliciting or engaging Creator in a manner designed to circumvent fees properly due to Company. A materially equivalent non-circumvention obligation, including a liquidated damages remedy, applies to Brands under the MEDCollab Brand Terms.

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.

13.1This Agreement is effective as of the Effective Date and continues until terminated in accordance with this Section 13.

13.2Either party may terminate the platform relationship established by this Agreement (as distinct from any specific in-flight Engagement Confirmation, which is governed by its own terms) for convenience upon thirty (30) days' written notice.

13.3Company may suspend or terminate this Agreement immediately, without notice, for: breach of Section 2 (Licensure), Section 3.2 (Prohibited Conduct), Section 6 (Fee Confidentiality), Section 9 (Compliance), or Section 11 (Non-Circumvention); fraud or material misrepresentation; or conduct that Company reasonably believes is harmful to Company's, a Brand's, or the Platform's reputation or legal position.

13.4Upon termination, Creator's Directory listing and license under Section 3.4 will be removed within a commercially reasonable period, without affecting any Engagement already in progress or any license already validly granted under Section 8 for content already approved and in use.

13.5Termination of this Agreement does not terminate any then-active Engagement Confirmation, which continues according to its own terms unless separately terminated, and does not affect: (a) accrued and unpaid compensation obligations; (b) license rights already validly granted under Section 8 for content already approved and in use; or (c) Sections 6, 8.2--8.3 (as to content already licensed), 11, 12, 14, 15, and 16--20, all of which survive termination.

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

14.2Creator represents and warrants that: (a) the license and good-standing representations in Section 2 are true and complete; (b) any content, statement, or material Creator provides, and any Profile Information submitted, is accurate, original to Creator or properly licensed, and does not infringe any third party's intellectual property or other rights; (c) Creator will comply with all applicable laws, professional regulations, and this Agreement, including the acceptable-use obligations in Section 3.2; and (d) Creator is not subject to any conflicting exclusivity or contractual obligation that would prevent Creator from performing an Engagement, except as disclosed under Section 10.1.

15.1Creator will indemnify, defend, and hold harmless Company, its members, officers, employees, and affiliates, and, where applicable, the relevant Brand, 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) Creator's breach of this Agreement, including Section 3.2 (Prohibited Conduct); (b) Creator's professional conduct, medical advice, or clinical statements; (c) Creator's violation of any licensing, medical-advertising, or endorsement-disclosure law or regulation; (d) any claim that Creator-supplied content or Profile Information infringes a third party's rights; or (e) Creator's misrepresentation under Section 14.

15.2Company's indemnification obligation to Creator, 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 Creator releases Company from, any obligation to indemnify Creator for claims arising from a Brand's products, product claims, or conduct. Company acts solely as an intermediary and matching platform; product due diligence and evaluation remain Creator's and the Brand's own responsibility.

16.1The Platform is provided "as is" and "as available" as described in Section 3.5, 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 Creator arising out of or relating to this Agreement, in any rolling twelve (12) month period, will not exceed the total Creator Rate amounts actually paid to Creator through the Platform 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.

17.1Company's collection and use of Creator's personal data, including Profile Information, is governed by the MEDCollab Privacy Policy, which is incorporated into this Agreement by reference. By accepting this Agreement, Creator also consents to the practices described in the Privacy Policy.

18.1Binding Arbitration. Except as provided in Section 18.3, 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.

18.2Class 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. The arbitrator has no authority to conduct any arbitration on a class or representative basis.

18.3Injunctive 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 3.4 (Acceptable Use / Platform IP / Directory License), 6 (Fee Confidentiality), 8 (Content Ownership/Approval), 11 (Non-Circumvention), or 12 (Confidentiality), without first resorting to arbitration and without posting bond except where required by law.

18.4The existence, content, and outcome of any arbitration will be kept confidential by both parties, except as required by law, to enforce an award, or in connection with a permitted court proceeding under Section 18.3.

19.1This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles.

19.2Subject to Section 18, the state and federal courts located in Wyoming have exclusive jurisdiction over any permitted court proceeding arising out of or relating to this Agreement, and each party submits to the personal jurisdiction of those courts.

20.1Entire 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.

20.2Amendment. 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. Company will not retroactively apply materially adverse changes to compensation already earned under an active Engagement.

20.3Assignment. Company may assign or transfer this Agreement, in whole or in part, without Creator's consent, including in connection with a merger, acquisition, financing, or sale of assets. Creator may not assign this Agreement without Company's prior written consent.

20.4Force 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.

20.5Severability. 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.

20.6No Waiver. No failure or delay by either party in exercising any right under this Agreement operates as a waiver of that right.

20.7Notices. 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.

20.8Independent Advice. Creator acknowledges having had the opportunity to review this Agreement in full and to seek independent legal counsel prior to acceptance.

20.9Electronic Acceptance. Creator accepts this Agreement by checking the acceptance box presented at registration, which is a separate, standalone checkbox from any license-status confirmation and is not pre-checked. That electronic acceptance, and each subsequent Engagement Confirmation accepted in-platform, is valid and binding to the same extent as a handwritten signature. Company will retain, for each Creator, 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 platform-wide; it does not require a separate countersigned copy for each Creator. The following record is captured automatically by the Platform at the moment Creator checks the acceptance box during registration, and is retained by Company as evidence of acceptance:

• Creator account email and Creator ID
• Version and effective date of these Terms accepted
• Date and time of checkbox acceptance
• IP address at time of acceptance

☐ I have read and agree to the MEDCollab Medical Creator Terms of Service