Terms of Use

TERMS OF USE AND END USER AGREEMENT FOR MEDICI GLOBAL, INC. SERVICES

These terms (“Terms of Use”/“Agreement” as further defined below) shall govern the access and use of ‘www.goMEDICI.com’, and any other inbound or outbound linked or affiliated pages offered by MEDICI Global, Inc., its affiliates, successors, and permitted assigns (collectively the “Company” as further defined below) and the Services (defined below) provided through the Platform (defined below) to the users/registrants of the Company.

Please read the Terms of Use carefully before using or registering on the Platform or accessing any material, information or Services through the Company. If you use the Services offered by Company or visit our website ‘www.goMEDICI.com’, any other inbound or outbound linked pages, content and any other services offered by Company in connection with any of the above or use the Company, your absolute, irrevocable and unconditional consent to abide by these Terms of Use and your agreement to be legally bound by the same shall be established upon use of services and all terms and conditions mentioned in this Terms of Use will be applicable to you. Further, you are hereby acknowledging and consenting to collection and use of information, if any, as described in these Terms of Use. You may not use the Services if you do not accept the Terms of Use.

You may not further use the Services if you are not of legal age to form a binding contract with the Company. You further represent that you are not barred from receiving Services under any and all applicable laws. The Company reserves the right to refuse access to the Platform or Services to new users or to terminate access granted to existing users at any time.

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” (as further defined below) will refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services.

You may not access the Services if you are direct competitor of Company or it’s affiliates, except with prior written consent. In addition, you may NOT access the Services for the purpose of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose.

TABLE OF CONTENTS

  1. Definitions

  2. Acceptance of Terms

  3. Changes to This Agreement

  4. Ownership of Data on Platform

  5. Scope of Service

  6. Grant of Non-Exclusive License

  7. Indemnification

  8. Fee

  9. Confidentiality

  10. Intellectual Property Rights

  11. Proprietary Rights

  12. Disclaimer of Warranties and Liabilities

  13. Limitations on Liability

  14. Termination

  15. Contracting and Notices

  16. Governing Law and Dispute Resolution

  17. General Provisions

DEFINITIONS

“Company”: MEDICI Global, Inc., its affiliates, successors, and permitted assigns including but not limited to its, agents, officers, directors, consultants, and employees.

“Platform”: Any website or portion of a website owned and/or operated by Company which requires login credentials to gain access or utilize Services.

“Service(s)”: Any software, information, data, or service whether provided directly by Company or through its affiliates, successors, or permitted assigns to any user/registrant.

“Terms of Use”/“Agreement”: This document and any terms or conditions listed within.

“User/Registrant”: Any individual or entity who uses Services whether digital or offline and/or any person or entity authorized by Company to use the Services through login credentials.

“You” or “Your”: Any User/Registrant whether an individual or entity who may be bound by the terms of this Agreemen1. t.

ACCEPTANCE OF TERMS

The Company possesses, owns, controls, operates, and/or manages certain electronic data stored or hosted in data server which is accessible through the Company; without limiting the generality of the foregoing it is clarified by Company that the Company includes the data server, associated media, and “online” or electronic documentation and/or all such software and materials which are provided by Company to its clients for accessing the database in an effective and efficient manner. The Company, may at its discretion, add, modify or remove any of the Services being provided by it from time to time without notice.

Any person who uses the Services of Company or merely browses the Platform agrees that he/she has read, understood, and has agreed to be bound by these Terms of Use as well as all other policies, conditions and guidelines incorporated by reference in this document, including the Platform’s Privacy Policy available here.

In order to use the Services, you will have to register on the Platform and create an account (“Account”). You are prohibited from selling, trading or otherwise transferring your Account to another party. If you become aware of any unauthorized access of your Account information or any other breach of security, you shall immediately notify the Company, not later than 1 (one) day from becoming aware of such unauthorized use. You may be held liable for losses incurred by the Company or any other user or visitor to the Platform due to unauthorized or authorized use of your Account as a result of your failure in keeping your Account information secure and confidential.

You shall be permitted to access the Service only upon creating an Account and obtaining a registration on the Platform. Your ability to continue using the Services is subject to your continued registration on the Platform.

You shall ensure and confirm that the Account information provided by you is complete, accurate and up to date. If there is any change in the Account information, you shall promptly update your Account information on the Platform. The Company reserves the right to terminate or suspend your Account if any of the Account information you provided is found to be untrue, inaccurate, or incomplete, in addition to any right that the Company may have against you at law or in equity, for any misrepresentation or information provided by you.

CHANGES TO THIS AGREEMENT

Company may change any condition in this Terms of Use including other policies, conditions, and guidelines governing the Service; at any time, at its sole discretion; and the Company is not required to notify you of such changes, whether you are a registered user or not. You are requested to review such changes from time to time and regularly visit the home page to view the most current Terms of Use. It shall be your responsibility to check these Terms of Use periodically for changes.

Your continued use of the Services following any change to this Terms of Use and/or the changes effected in the Service will constitute as your acceptance of such changes.

OWNERSHIP OF DATA ON PLATFORM

All data whether collected automatically while you used Company Service or provided otherwise by you with an intention to use the service, including all communication with Company, including its employees, officers and associated third parties WILL BE SOLE PROPERTY OF COMPANY.

Discontinuation of Services either by you or from Company, whether after use or due to disagreement with any conditions or changes in this agreement; will not result in any change of ownership of data and the data thus collected will continue to be sole property of Company.

SCOPE OF SERVICE

The Company is only a facilitator amongst its clients/registered users. Any contract between you and any other registered user on the Platform shall be strictly a contract between you and such registered user(s) and the Company shall not be a party to the same. This may also include certain offline services which may be provided by the Company, which shall provide an opportunity to the users of the Platform to interact with other registered users of the Platform in an offline mode. The risk of any losses or damages incurred by you due to any such contract or usage of any information or data provided on the Platform shall be solely upon you. The Company shall not and is not required to mediate or resolve any dispute or disagreement between you and such registered user(s).

Company has not independently verified and does not guarantee the accuracy, completeness, timeliness, reliability, suitability or usefulness of any portion of the Services, the website, or any content or information provided in the Platform.

Usefulness of service, its feature, functionalities, and information, offered by Company, including the correctness and accuracy of information, is your own discretion. Company will always strive to offer the best service.

Company will welcome your request for additional services, suggestions, and comments however the implementation or acceptance of such requests, suggestions, or comments will be at sole discretion of Company.

Company or any of its employees, directors, or officers will not be responsible for any action you take on the basis of information or data provided by Company, which may result in any litigation, legal proceedings, or material damages that may occur to you or to any third party.

If you have a complaint for any interruption or error in the Company or the service of Company, then Company shall remove or cure such interruption or error within a reasonable time period.

GRANT OF NON-EXCLUSIVE LICENSE

Company grants and you accept a non-exclusive, non-sub-licensable and/or limited license to access the Company, solely for your use.

You agree that you shall not claim any ownership in or rights to the Company including the data or content originated by the Company. Other than the License to access the Company, you shall not have any right, title or interest in the Company.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless the Company from and against any and all losses, liabilities, claims, damages, demands, costs, and expenses (including legal fees and disbursements in connection with the use of Services and interest chargeable thereon) asserted against or incurred by the Company that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by you pursuant to these Terms of Use. Further, you agree to hold the Company harmless against any claims made by any third party due to, or arising out of, or in connection with, your use of the Platform or Services, your material causing damage to a third party, your violation of the Terms of Use, or your violation of any rights of another, including any intellectual property rights. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are permitted to indemnify the Company and you agree to cooperate with our defense of these claims. You agree not to settle any matter without prior written consent or Company.

You expressly understand and agree that the Company, its subsidiaries and/or affiliates and its officers, directors, consultants, agents, employees, or vendors shall not be liable to you, or any third party for:

Any direct, indirect, consequential, exemplary, punitive or incidental loss or damages which may be incurred by you, however caused. This shall inter alia include any loss of profit, any loss of goodwill or business reputation, any loss of data suffered or other intangible losses; and

Any loss or damage incurred by you including but not limited to (i) any loss or damage as a result of any changes which the Company may make to the Services or any permanent or temporary cessation in the provision of the Services or of any features within the Services, or (ii) the deletion of, corruption of, or failure to store any content and other communications data maintained or transmitted by or through your use of the Services.

The limitations on the Company’s liability to you, as set out below shall apply, whether or not such loss or damages were foreseeable and whether or not the Company has been advised of or should have been aware of the possibility of any such losses or damages.

Our total liability in any matter arising out of or related to this Terms of Use is limited to the aggregate amount that you paid in the concerned transaction, pursuant to using the Services.

The limitations and exclusions in this section apply to the maximum extent permitted by applicable law.

FEE

In consideration of the grant of license and provision of the services of Company, you may be required to pay a mutually decided subscription fee. Company reserves all rights to terminate the subscription or access to the platform in case of non-payment of fee.

In order to make payments online, you undertake to use a valid payment card, to have sufficient funds or credit available to complete the payment. You will be solely responsible for the security and confidentiality of your payment card details. By providing payment card information, you represent, warrant and covenant that you are legally authorized to provide such information and perform payments from the payment card account.

Unless otherwise stated, fees do not include any taxes, levies, duties, or similar governmental assessments of any nature including but not limited to value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction. You are responsible for paying all taxes associated with you purchase hereunder. If Company has any legal obligation to pay or collect taxes for which you are responsible under this paragraph, the appropriate amount shall be invoices and paid by you, unless you provide a valid tax exemption certificate authorized by the appropriate taxing authority.

CONFIDENTIALITY

For the purposes of these Terms of Use, “Confidential Information” is defined as written business information, strategies, technical data, information, trade secrets and/or other proprietary information of Company relating to the product or process that is a part of the Company that is not disclosed to the public in the ordinary course of business and may or may not be marked as “Confidential Information”.

You agree and covenant to keep confidential all the information that you may have access to and/or possess by using our Platform or Services. Such confidential information shall, without limitation, include, information relating to technical, contractual, product, pricing and other valuable information that should be reasonably understood as confidential.

You hereby agree to use the same degree of care that you uses to protect your own confidential information and will not use the Confidential Information, except for it’s intended use, and will not disclose to third parties said Confidential Information except upon written permission of Company or where otherwise required by law. Company is and shall remain the owner of said Confidential Information and, upon termination of your subscription to the Company you will return any Confidential Information to Company. Your obligations relating to Confidential Information shall not extend to information which: (a) is in or comes into the public domain from a source other than the Company; (b) was independently known or developed by you or already possessed by you at the time of disclosure; (c) came from a third party source not under obligation to Company to maintain confidentiality thereof; and/or (d) is required to be disclosed by operation of law.

INTELLECTUAL PROPERTY RIGHTS

Except as expressly permitted in this Agreement, you shall not be entitled to use the license provided by Company or the data or content originated by Company in any form without the prior consent and approval in writing of the authorized representative of Company.

You agree and acknowledge that nothing herein shall give you any right, title or interest in the Company.

You agree to use the Services only, (i) for the purposes that are permitted by this Terms of Use, and (ii) in accordance with any applicable law or general accepted practices or guidelines of the relevant jurisdictions.

You agree not to access (or attempt to access) the Platform or Services by any means other than through the interface that is provided by the Company. You shall NOT use any deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or content, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any content, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Platform.

All electronic communications and content presented and/or passed to you, including that is presented and/or passed from remote access connections, may be monitored, examined, saved, read, transcribed, stored, or retransmitted in the course of daily operations by any duly authorized employee or agent of Company in the exercise of their duties, or by law enforcement authorities who may be assisting Company in investigating possible contravention/non-compliance with applicable law. Electronic communications and content may be examined by automated means. Further, Company has the right to reject, at its sole discretion, from the website any electronic communications or content deemed not to be in compliance with the corporate policies and procedures of Company.

You hereby further confirm that you will NOT do any of the following:

Copy, display, reproduce, duplicate, transfer, adapt, modify, publish or distribute (electronically or otherwise), except for the purpose of using the Company, any of the documentation or the data contained in the Company in any manner whatsoever;

Modify, translate or create derivative works of the data collated and presented in the Company;

Except as otherwise provided in this Agreement, resell, market, export, commercialize or otherwise transfer rights or usage to Company;

Allow any unauthorized third parties or persons from accessing or using the data in a way that would constitute a breach of this Agreement;

Upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Platform or another’s computer;

Utilize the data for any purpose or project other than the permitted use as set forth in this Agreement or for any purpose that is unlawful or prohibited by the applicable laws.

The Platform and the processes and their selection and arrangement, including but not limited to all text, graphics, user interfaces, visual interfaces, computer code and data/information on the Platform is owned and controlled by the Company.

The trademarks, logos and service marks displayed on the Platform are the property of the Company or respective third parties. You are not permitted to use the marks without the prior consent of the Company or the third party that may own the marks.

Except as expressly provided herein, you acknowledge and agree that you shall not copy, republish, post, display, translate, transmit, reproduce or distribute any content through any medium without obtaining the necessary authorization from the Company.

PROPRIETARY RIGHTS

Any content (data, reports and publications) published on the Platform are the property of Company and are protected by US and international copyright law and other intellectual property laws. You acknowledge that the content (data, reports and publications) is proprietary to Company: (a) works of original authorship, including compiled content containing MEDICI and/or its licensors’ selection, arrangement, coordination, and expression of such content or preexisting material it has created, gathered, or assembled, and (b) information that has been created, developed, and maintained by Company or its licensors at great expense of time and money such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm Company and/or its licensors. You will not commit or permit any act or omission that would impair Company and/or its licensors’ proprietary and intellectual property rights over its content (data, reports and publications).

You will not: (a) use the Platform, Data, or Services in violation of or beyond the license granted herein, (b) permit any other party to access the Platform or Data, or otherwise sell, rent, license, or distribute Data to any third party, (c) interfere with or disrupt the integrity or performance of the Platform or Services, or (d) attempt to gain unauthorized access to the Platform or Services.

Except as permitted herein, you will not directly or indirectly copy the content (data, reports and publications) in whole or in part without the express written consent of Company. You shall not decompile, disassemble, electronically transfer, access the data programmatically, de-encrypt, or reverse engineer the content (data, reports and publications), or translate it into another computer language. All of your rights to use the content (data, reports and publications) are expressly stated herein and are subject to the further restrictions set forth herein; there are no implied rights, and Company reserves all rights not expressly granted to you. Inquiries regarding permission to copy or use Platform (data, reports and publications) in any other manner should be directed to Company’ executive representative.

In the event that you engage in any prohibited activity or use set forth in these Terms of Use, Company reserves the right to suspend or terminate your license to use or access the Platform, Services, and/or Data. In no case will any such termination or suspension give rise to any liability by Company for a refund or damages and the restrictions set forth in this section shall survive the termination of this Agreement.

DISCLAIMER OF WARRANTIES AND LIABILITIES

You expressly understand and agree that your use of the Platform and Services is at your sole risk and that the Services are provided ‘as is’ and ‘as available’ without warranty or any kind, express, implied, statutory or otherwise.

The Company, its subsidiaries or affiliates do not represent or warrant to you that, (i) the Platform and your use of the Services shall meet your requirements, (ii) your use of the Platform or Services shall be free from error, timely, secure, or uninterrupted, or (iii) any errors or defects in the Services or the Platform will be corrected. No advice or information, whether oral or written, obtained by you from the Company or through or from use of the Services shall create any warranty not expressly stated in the Terms of Use.

The Company will not be liable for any loss that you may incur as a consequence of unauthorized use of your Account or Account information in connection with the Platform or any Services, either with or without your knowledge.

The Company has endeavored to ensure that all the information on the Platform is correct, but the Company neither warrants nor makes any representations regarding the quality, accuracy, or completeness of any data, information, or Service. The Company shall not be responsible for the delay or inability to use the Platform or related functionalities, failure to provide functionalities, or for any information, software, functionalities and related graphics obtained through the Platform, or otherwise arising out of the use of the Platform, whether based on contract, tort, negligence, strict liability or otherwise. Further, the Company shall not be held responsible for non-availability of the Platform during periodic maintenance operations or any unplanned suspension of access to the Platform that may occur due to technical reasons or for any reason beyond the Company’s control. The Company accepts no liability for any errors or omissions, with respect to any information provided to you whether on behalf of itself or third parties.

Any material or data downloaded or otherwise obtained through the use of the Platform is done at your own discretion and risk. You shall be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material or data.

LIMITATIONS OF LIABILITY

In no event will out aggregate liability arising out of or related to these Terms of Use, whether in contract, tort, or under any other theory of liability, exceed the total amount paid by you hereunder or, with respect to any single incident the lessor of $5,000 or the amount paid by you hereunder in the six (6) months immediately preceding the incident.

In no event will Company have any liability to you for any lost profits or revenues or for any direct, special, incidental, consequential, cover, or punitive damages however caused, whether in contract, tort, or under any other theory of liability, and whether or not Company have been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by applicable law.

TERMINATION

The Terms of Use will continue to apply until terminated by either you or the Company as set forth below. If you want to terminate your agreement with the Company, you may do so by (i) closing your Account on the Platform; and (ii) not accessing the Platform. The Company may at any time, at its sole discretion, with or without notice, terminate the Terms of Use with you if:

You breach any of the provisions of the Terms of Use, the Privacy Policy or any other terms, conditions, or policies that may be applicable to you from time to time (or have acted in a manner that clearly shows that you do not intend to, or are unable to, comply with the same), or if any misconduct from your part is detected;

The Company is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful or upon receiving request for termination by law enforcement or other government agencies);

The provision of the Services to you by the Company is, in the Company’s opinion, no longer commercially viable, or in any way detrimental to the Company, its business or the Platform; or

The Company has elected to discontinue, with or without reason, access to the Platform, the Services (or any part thereof).

The Company may also terminate or suspend all or a portion of your Account or access to the Services with or without reason. Termination of your Account may include: (i) removal of access to all offerings within the Platform or with respect to the Services; (ii) deletion of your materials and Account Information, including your personal information, log-in ID and password, and all related information, files and materials associated with or inside your Account; and (iii) barring of further use of the Services.

You agree that all terminations shall be made in the Company’s sole discretion and that the Company shall not be liable to you or any third party for any termination of your Account (and accompanying deletion of your Account Information), or your access to the Platform and Services.

The termination of your Account shall not relieve you of any liability that you may have incurred or may incur in relation to use of Services provided prior to such termination. If you or the Company terminate your use of the Platform, the Company may delete any content or other materials relating to your use of the Platform and Services and the Company will have no liability to you or any third party for doing so.

Upon termination of the Terms of Use, the warranty disclaimers, limitation of liabilities, indemnities and governing law provision stated in this Terms of Use shall survive.

CONTRACTING AND NOTICES

You are contracting with the following company under these Terms of Use and you should direct any and all notices to:

PO Box 473944 Charlotte, NC 28247 USA

Except as otherwise specified, all notices, permissions, and approvals hereunder must be in writing and shall be deemed received upon personal delivery, or the fifth business day after mailing. Notices to you shall be addressed to the system administrator designated by you for your relevant services account, and or the contact information provided during registration for the Platform and/or other Services.

GOVERNING LAW AND DISPUTE RESOLUTION

The terms stated here shall be governed and interpreted by and construed in accordance with the laws of the United States of America and the courts having ordinary original jurisdiction in North Carolina shall have exclusive jurisdiction. Further, any of the disputes arising out by use of any of the Services, if not resolved amicably, shall be referred to the arbitration, of single arbitrator. The decision of the arbitral tribunal shall be final and binding. The language of arbitration shall be English and the venue of arbitration shall be Charlotte, North Carolina, United States of America. Subject to the foregoing, the courts of North Carolina shall have exclusive jurisdiction.

GENERAL PROVISIONS

Each party shall comply with the export laws of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, each party represents that is it not names on any U.S. government list of persons or entities prohibited from receiving exports, and you shall not permit users to access or user services in violation of any U.S. export embargo, prohibition, or restriction.

Any failure of Company to enforce at any time, or for any period of time, any of the provisions of the terms of use shall not be construed as a waiver of such provisions, or of any obligations, or of the right of Company thereafter to enforce each and every such provision.

If any provision of these Terms of Use are held by a court of competent jurisdiction to be contrary to law, the provisions shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms of Use shall remain in effect.

You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without prior written consent of Company. Subject to the foregoing, these Terms of Use shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

These Terms of Use, including all Work Order, Order Forms, or the like, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Terms of Use will be effective unless in writing and either signed or accepted electronically by the party against while the modification, amendment, or waive is to be asserted.