Terms of Service

1. Introduction

These Terms and Conditions (the “Agreement”) govern access to and use of the website, software applications, healthcare technology platforms, artificial intelligence (AI) solutions, interoperability services, care management applications, revenue cycle management tools, APIs, customer support services, professional services, and related offerings provided by Medarch Inc. (“Medarch”, “We”, “Us”, or “Our”) (collectively, the “Services”).

For purposes of this Agreement:

• Customer means any healthcare provider, healthcare organization, medical practice, health system, payer, business entity, or other organization that accesses, licenses, purchases, or uses the Services.
• Authorized User means an employee, contractor, clinician, administrator, patient, or other individual authorized by a Customer to access or use the Services.
• User means any individual who accesses or uses the Services, including Authorized Users.

By accessing, browsing, registering for, purchasing, or using any portion of the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

If you are accessing or using the Services on behalf of a Customer or other organization, you represent and warrant that you have the authority to bind that organization to this Agreement. In such cases, the terms “you” and “your” refer to both the individual user and the organization on whose behalf the Services are accessed or used.

If you do not agree to these Terms and Conditions, you must not access or use the Services.

Medarch may update these Terms from time to time to reflect changes to the Services, our business practices, applicable laws, or regulatory requirements. Updated versions will be posted on the website with a revised Last Updated date and will generally become effective when posted unless a different effective date is stated. For material changes, Medarch will provide reasonable advance notice through an appropriate channel, such as email to the Customer’s designated contact or a prominent notice within the Services. Continued use of the Services after the effective date constitutes acceptance of the revised Terms.

BY USING THE SERVICES, YOU ALSO AGREE TO BE BOUND AND ABIDE BY OUR PRIVACY POLICY (available at https://www.medarch.com/privacy-policy.html), WHICH IS INCORPORATED HEREIN BY REFERENCE.

2. Healthcare Technology Disclaimer

Medarch provides software, technology, interoperability, analytics, automation, artificial intelligence, and related healthcare technology services. Medarch does not provide medical care, nursing services, medical advice, diagnoses, treatment recommendations, legal advice, coding advice, or other professional healthcare services. Any clinical, operational, billing, coding, or administrative decisions remain the sole responsibility of the applicable healthcare provider, healthcare organization, or other qualified professional.

2.1 Clinical Responsibility:

Customer and its licensed healthcare professionals remain solely responsible for all patient care decisions, diagnoses, treatments, clinical documentation, coding determinations, reimbursement submissions, medical necessity determinations, patient communications, and compliance with applicable healthcare laws and professional standards.

Medarch does not practice medicine, nursing, pharmacy, or any other licensed profession and does not provide medical advice, clinical decision-making services, legal advice, coding advice, billing advice, or professional healthcare services.

Use of the Services does not replace the independent judgment of qualified healthcare professionals.

2.2 Not for Emergencies

The Services are not designed or intended to replace emergency medical services or to manage medical emergencies. If you are experiencing a medical emergency, contact 911 or the appropriate local emergency service immediately.

3. Use of Services

3.1 License to Use the Services:

Subject to compliance with this Agreement, payment of all applicable fees, and any applicable subscription or service agreement, Medarch grants Customers a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services solely for their internal business, healthcare operations, administrative, clinical, financial, or other authorized purposes.

Customers may permit their Authorized Users to access and use the Services in accordance with this Agreement and any applicable order form, subscription agreement, or statement of work.

All rights not expressly granted under this Agreement are reserved by Medarch.

3.2. Authorized Users:

Customers are responsible for:

• Managing Authorized User access.
• Maintaining the confidentiality of account credentials.
• Ensuring Authorized Users comply with this Agreement.
• Promptly notifying Medarch of any unauthorized access or security incident involving the Services.

Customers must promptly notify Medarch at sales@medarch.com of any known or suspected unauthorized access to, or security incident involving, the Services.

3.3. Usage Limitations:

Customers and Authorized Users shall not:

• Access or use the Services in violation of applicable laws or regulations.
• Circumvent, disable, or interfere with any security features or usage restrictions.
• Exceed applicable subscription, licensing, storage, transaction, or usage limits.
• Attempt to gain unauthorized access to any systems, accounts, data, or networks.
• Use the Services in a manner that may impair, disrupt, or damage the Services or other users.
• Use the Services to develop, benchmark, train, or support a competing product or service unless expressly authorized by Medarch in writing.

Medarch may suspend or restrict access to the Services where necessary to protect the security, integrity, availability, or lawful operation of the Services.

3.4 User Content and Acceptable Use:

Users may submit, upload, transmit, store, or otherwise make available content, data, documents, communications, files, images, audio, video, or other materials through the Services (“User Content”).

Users are solely responsible for the accuracy, legality, reliability, and appropriateness of their User Content.

User Content must comply with all applicable laws, regulations, contractual obligations, and professional standards, and must not:

• Contain unlawful, fraudulent, misleading, or deceptive content.
• Infringe or violate any intellectual property, privacy, publicity, confidentiality, or other rights of any person or entity.
• Contain malicious code, viruses, malware, ransomware, or other harmful software.
• Promote illegal activities, harassment, discrimination, violence, hate speech, or abusive conduct.
• Misrepresent identity, affiliation, authority, or authorization.
• Interfere with the operation, security, or integrity of the Services.
• Violate HIPAA, privacy laws, healthcare regulations, or other applicable legal requirements.
• Otherwise, violate this Agreement or Medarch policies.

Medarch reserves the right, but not the obligation, to investigate, remove, restrict, or disable access to User Content that violates this Agreement, applicable law, or the security and integrity of the Services.

3.5 Artificial Intelligence Features:

Certain Services may incorporate artificial intelligence ("AI"), machine learning, predictive analytics, automation technologies, generative AI capabilities, or similar technologies (collectively, "AI Features").

AI Features are intended to assist users in performing administrative, operational, clinical, analytical, documentation, coding, billing, interoperability, and other healthcare-related workflows. AI-generated outputs may contain inaccuracies, omissions, biases, or other errors and should not be relied upon without appropriate human review.

Customers and Authorized Users are solely responsible for reviewing, validating, and verifying all AI-generated outputs before relying upon them for any clinical, medical, operational, financial, coding, billing, compliance, legal, or regulatory purpose.

Medarch does not provide medical advice, diagnoses, treatment recommendations, legal advice, coding advice, billing advice, or professional healthcare services. The use of AI Features does not replace the independent judgment of qualified healthcare professionals or other authorized personnel.

Customers remain solely responsible for all decisions, actions, treatments, diagnoses, coding determinations, billing submissions, patient communications, and other activities performed using or based upon information generated through AI Features.

Medarch does not guarantee the accuracy, completeness, reliability, or suitability of AI-generated outputs and disclaims liability arising from reliance on such outputs to the maximum extent permitted by applicable law.

3.6 Service Availability:

Medarch may perform scheduled maintenance, emergency maintenance, upgrades, repairs, security updates, and modifications to the Services from time to time.

While Medarch strives to maintain the availability of the Services, Medarch does not guarantee uninterrupted or error-free operation of the Services.

Any uptime commitments, support response times, service credits, or other service level obligations shall apply only if expressly set forth in a separate written Service Level Agreement ("SLA") executed by the parties.

4. Fees and Payment

Customers shall pay all applicable fees, charges, and expenses specified in the applicable subscription agreement, order form, statement of work, invoice, or other written agreement governing the Services.

Unless otherwise specified in a separate written agreement:

• All fees are stated in U.S. dollars.
• Fees are due and payable within thirty (30) days of the invoice date.
• Fees are non-refundable except as expressly stated in a written agreement.
• Customer is responsible for providing complete and accurate billing information and promptly updating any changes.

Fees for additional Services, products, professional services, implementation services, integrations, custom development, support services, or other offerings not included in the applicable agreement may be invoiced separately and shall be payable in accordance with the applicable invoice terms.

Failure to pay any undisputed amount when due constitutes a material breach of this Agreement. Medarch reserves the right to suspend or restrict access to the Services if payment is not received within the applicable payment period, provided that reasonable notice is given where predictable.

Any undisputed amount not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law until paid in full.

Customer shall be responsible for all reasonable costs incurred by Medarch in collecting overdue amounts, including but not limited to collection costs, administrative fees, and reasonable attorneys’ fees where permitted by applicable law.

Unless otherwise stated in a separate written agreement, subscription fees may be revised upon renewal or extension of the applicable subscription term, provided that Medarch gives reasonable advance notice of any material pricing changes.

Medarch may suspend access to the Services for non-payment after reasonable notice without liability for any resulting interruption of Services.

5. Taxes

Customer shall be responsible for all applicable federal, state, local, and foreign sales, use, value-added, goods and services, excise, gross receipts, withholding, or similar taxes, duties, levies, or governmental charges arising from or relating to the purchase, access, licensing, or use of the Services, except for taxes based on Medarch’s net income, property, or employees.

Unless Customer provides a valid tax exemption certificate or other documentation acceptable to the applicable taxing authority, Medarch may invoice Customer for any applicable taxes, and Customer shall pay such amounts in accordance with the applicable payment terms.

Customer shall be responsible for any taxes, assessments, duties, or governmental charges associated with the Services, excluding taxes imposed on Medarch’s income.

6. Third Party Services

The services may interoperate with or provide access to third-party applications, products, services, platforms, APIs, software, data sources, or integrations (“Third-Party Services”), including but not limited to electronic health record (EHR) systems, practice management systems, revenue cycle management platforms, telehealth applications, cloud service providers, analytical platforms, identity and authentication providers, and healthcare interoperability services.

Use of Third-Party Services may require Customers or Authorized Users to obtain separate licenses, subscriptions, accounts, or permissions from the applicable third-party provider. Customers are solely responsible for complying with all terms, conditions, and obligations applicable to such Third-Party Services.

Where necessary to provide the Services or facilitate authorized integrations, Customer authorizes Medarch to access, retrieve, process, transmit, store, and use data made available through Third-Party Services on behalf of Customer in accordance with this Agreement, applicable customer agreements, and applicable laws.

Medarch does not own or control Third-Party Services and makes no representations or warranties regarding the availability, security, performance, functionality, accuracy, or reliability of any Third-Party Services.

Medarch shall not be liable for:

• The acts, omissions, policies, or practices of third-party providers.
• Any interruption, delay, modification, suspension, or discontinuation of Third-Party Services.
• Any claims, damages, liabilities, costs, or expenses arising from Customer’s use of Third-Party Services.

If a third-party provider ceases to support, maintain, or make available a Third-Party Service, the issue is solely between the Customer and the applicable third-party provider. Medarch is not responsible for any agreements, obligations, disputes, or interactions between Customers and third-party providers.

Any acquisition, use, licensing, or exchange of information involving Third-Party Services is solely between the Customer and the applicable third-party provider.

Medarch may modify, suspend, discontinue, or replace integrations with Third-Party Services at any time where reasonably necessary due to changes made by the applicable third-party provider, legal requirements, security concerns, technical limitations, or business considerations. Unless otherwise expressly agreed in writing, Medarch shall have no obligation to provide any refund, credit, or other compensation arising from the modification, suspension, discontinuation, or unavailability of Third-Party Services.

To the maximum extent permitted by applicable law, Medarch disclaims liability for any claims, losses, damages, or expenses arising out of or related to the use of, reliance upon, or inability to use any Third-Party Services.

7. Ownership and Proprietary Rights; Confidentiality; De-Identified Data.

7.1. Intellectual Property

Medarch reserves all right, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to User other than as expressly set forth herein, whether by implication, estoppel, or otherwise. All enhancements, modifications, and derivative works made to the Services (collectively, the “Derivatives”), and all intellectual property rights therein, shall be owned by Us, whether or not such Derivatives are made at User’s request or instruction, with the exception of any electronic data or information submitted, provided, or made available to Us by or on behalf of User to the Services (“User Data”) contained in the Derivatives which shall continue to be owned by User. User hereby irrevocably assigns to Us all right, title and interest in and to the Derivatives, including all intellectual property rights therein that may inure to User or that User is deemed to obtain pursuant to this Agreement.

7.2. Restrictions

User shall not (i) modify or create derivative works based on the Services, (ii) reverse engineer the Services, or (iii) access the Services in order to (a) build a similar or competitive product or service to the Services or the Third Party Services, (b) carry out benchmarking of the Services, including by monitoring their availability, performance or functionality, or (c) copy any features, functions or graphics of the Services.

7.3. Confidentiality; Healthcare Law Compliance; Use of De-Identified Data

Confidential Information

In connection with the Services, each party may receive or have access to non-public, proprietary, confidential, technical, business, financial, operational, healthcare, or other information belonging to the other party (“Confidential Information”).

For purposes of this Agreement:

• Medarch Confidential Information includes the Services, software, source code, APIs, documentation, product designs, security practices, business information, trade secrets, and other proprietary information relating to the Services.
• Customer Confidential Information includes Customer Data, Protected Health Information (PHI), business information, operational information, financial information, and other non-public information provided to or accessed through the Services.

Confidential Information does not include information that:

• Is or becomes available publicly through no fault of the receiving party.
• Was lawfully known to the receiving party prior to disclosure.
• Is lawfully obtained from a third party without restriction.
• Is independently developed without reference to the disclosing party’s Confidential Information.
• Is required to be disclosed by law, regulations, court orders, or other legal process, provided that the receiving party gives prior notice where legally permitted and reasonably predictable.

Each party agrees to:

• Protect the other party’s Confidential Information using reasonable administrative, technical, and organizational measures.
• Use Confidential Information solely for purposes related to the Services and this Agreement.
• Not disclose Confidential Information to any third party except as permitted by this Agreement or required by law.

These confidentiality obligations remain in effect during the term of this Agreement and for two (2) years after termination, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law, and PHI remains protected for as long as required under HIPAA and the applicable Business Associate Agreement.

Customer Data Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data, including any healthcare, clinical, administrative, financial, operational, or other information submitted, uploaded, stored, transmitted, or otherwise made available through the Services.

Nothing in this Agreement transfers ownership of Customer Data to Medarch.

Customer grants Medarch a limited, non-exclusive, worldwide right to host, access, process, transmit, store, use, and otherwise handle Customer Data solely as necessary to provide, secure, support, maintain, improve, and operate the Services and as otherwise permitted by applicable agreements and law.

Healthcare Compliance and HIPAA

Each party shall comply with all applicable laws, regulations, and industry standards in connection with its performance under this Agreement, including, where applicable, HIPAA, the HITECH Act, applicable privacy and security regulations, and federal and state healthcare laws.

Where the Services involve the creation, receipt, maintenance, transmission, or processing of PHI on behalf of a Covered Entity or Business Associate, the parties will enter into a Business Associate Agreement before the exchange of such PHI. The BAA will establish the parties’ respective obligations concerning PHI and will control in the event of a conflict with these Terms regarding PHI.

De-Identified and Aggregated Data

Medarch may create, use, analyze, and retain de-identified, aggregated, anonymized, or non-personally identifiable information derived from the use of the Services, provided that such information does not identify, and cannot reasonably be used to identify, any individual, patient, Customer, or Authorized User.

Where PHI is de-identified for purposes permitted under these Terms, the de-identification process will be performed in accordance with applicable HIPAA requirements, including 45 C.F.R. § 164.514 where applicable.

Subject to applicable laws, HIPAA requirements, contractual obligations, and industry standards, Medarch may use such information for purposes including but not limited:

• Service delivery and support.
• Product development and improvement.
• Security and fraud prevention.
• Analytics and reporting.
• Research and development.
• Artificial intelligence and machine learning enhancement.
• Quality assurance and performance optimization.
• Business operations.

Unless otherwise expressly agreed in writing, Medarch will not use Protected Health Information (PHI) or identifiable Customer Data to train publicly available artificial intelligence models.

7.4. Business Associate Agreement.

Where the Services involve the creation, receipt, maintenance, transmission, or processing of PHI on behalf of a Covered Entity or Business Associate, the parties will enter into a Business Associate Agreement before the exchange of such PHI. The BAA will establish the parties’ respective obligations concerning PHI and will control in the event of a conflict with these Terms regarding PHI.

In the event of any conflict between the BAA and these Terms with respect to Protected Health Information, the BAA shall control.

7.5. Suggestions.

User may, but is not obligated to, provide suggestions, enhancement requests, recommendations, or other feedback provided by User (“Suggestions“). User hereby grants Medarch, Inc. a royalty-free, worldwide, irrevocable, sublicensable, transferable, perpetual license to use, disclose, reproduce, license, distribute and exploit such Suggestions, and incorporate Suggestions into the Services and its other services, products, technologies, documentation or other development with no obligation to pay, attribute, license or to make available to, User or any other person or entity.

7.5. Copyright Infringement

We respect intellectual property rights. If you believe content made available through the Website infringes your copyright, please submit a DMCA notice with the required information to sales@medarch.com or by mail to Medarch Inc.,

Attn: Copyright Agent, 8735 Dunwoody Place #4178, Atlanta, GA 30350, United States. False claims may be subject to penalties under the DMCA.

7.6 AI and Product Improvement

Medarch may use de-identified, aggregated, anonymized, or otherwise non-personally identifiable information derived from use of the Services to operate, maintain, secure, improve, develop, and enhance the Services, including AI, machine learning, analytics, interoperability, automation, and related technologies.

Unless otherwise agreed in writing, Medarch will not use PHI or identifiable Customer Data to train publicly available AI models. Any use of de-identified information will remain subject to applicable law, contractual obligations, HIPAA requirements, and industry standards.

All use of de-identified information shall be performed in accordance with applicable laws, contractual obligations, HIPAA requirements, and industry standards.

7.7 Data Retention and Deletion

Following termination or expiration of the Services, Customer will have thirty (30) days to retrieve or export its Customer Data in a commonly used electronic format unless a different period is agreed in writing. After that retrieval period, Medarch may delete Customer Data from active systems unless retention is required by applicable law, regulatory requirements, legal process, disaster-recovery procedures, or written agreement.

Where PHI is involved, Medarch will return or destroy the PHI in accordance with the applicable Business Associate Agreement and applicable HIPAA requirements, subject to any legally permitted retention obligations.

Archived backup copies may remain in accordance with Medarch's data retention and disaster recovery practices until such copies are overwritten or securely deleted in the ordinary course of business.

Upon written request, Medarch may provide confirmation of deletion where commercially reasonable and legally permissible.

8. Limited Warranty; Disclaimer; Indemnification

8.1. Disclaimer of Warranties:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MEDARCH AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND REPRESENTATIVES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR AVAILABILITY.

MEDARCH DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
• THE SERVICES WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS.
• ANY DATA, CONTENT, REPORTS, ANALYTICS, OR OUTPUTS GENERATED THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, OR ERROR-FREE.
• ANY THIRD-PARTY SERVICES OR INTEGRATIONS WILL REMAIN AVAILABLE OR FUNCTION AS EXPECTED.

MEDARCH DOES NOT PROVIDE MEDICAL ADVICE, CLINICAL DECISION-MAKING SERVICES, LEGAL ADVICE, CODING ADVICE, BILLING ADVICE, OR OTHER PROFESSIONAL SERVICES.

ANY CLINICAL, OPERATIONAL, FINANCIAL, CODING, BILLING, OR REGULATORY DECISIONS MADE USING THE SERVICES REMAIN THE SOLE RESPONSIBILITY OF THE CUSTOMER AND ITS AUTHORIZED USERS.

8.2 User’s Indemnification of Medarch

Customer shall defend, indemnify, and hold harmless Medarch and its affiliates, officers, directors, employees, contractors, agents, licensors, and representatives from and against any third-party claims, damages, liabilities, costs, expenses, judgments, settlements, and reasonable attorneys’ fees arising from:

• Customer’s breach of this Agreement.
• Customer Data or User Content.
• Customer’s violation of applicable laws or regulations.
• Unauthorized use of the Services.
• Acts or omissions of Customer, its Authorized Users, employees, contractors, or representatives.

8.3. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDARCH SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT.

EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED BY LAW, MEDARCH’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO MEDARCH FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. Term and Termination

This Agreement remains effective while you access or use the Services or for the term specified in the applicable order form or subscription agreement. Either party may terminate an applicable subscription for a material breach that is not cured within thirty (30) days after written notice. Medarch may suspend or terminate access when reasonably necessary to protect the security or integrity of the Services, comply with applicable law, or address non-payment as provided in Section 4.

Upon termination, Customer and its Authorized Users will no longer have the rights granted under these Terms, and Customer remains responsible for fees accrued through the effective termination date. Provisions that by their nature should survive termination will continue to apply, including applicable obligations concerning fees, taxes, Customer Data, confidentiality, warranties, liability, termination, and general provisions.

9.1 Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, public health emergencies, labor disputes, internet outages, telecommunications failures, cyberattacks, denial-of-service attacks, utility failures, governmental actions, civil unrest, war, terrorism, or other force majeure events.

The affected party shall use commercially reasonable efforts to mitigate the impact of the event and resume performance as soon as reasonably practicable.

10. General Provisions

These Terms and the use of the Services shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Mecklenburg County, North Carolina, and each party irrevocably submits to the personal jurisdiction and venue of such courts.

These Terms, together with any applicable order forms, subscription agreements, statements of work, Business Associate Agreements (BAAs), and the Privacy Policy, constitute the complete and exclusive agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, communications, proposals, and understandings relating to the subject matter herein.

Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, employment, or other similar relationship between the parties. The parties are independent contractors. No failure or delay by Medarch in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy.

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the original intent of the parties.

Customer may not assign or transfer any rights or obligations under these Terms without Medarch's prior written consent. Any attempted assignment in violation of this provision shall be void.

Medarch may assign or transfer its rights and obligations under these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, financing transaction, or by operation of law without Customer consent. These Terms do not create any third-party beneficiary rights except where expressly stated otherwise.

10.1 Governing Law and Venue

These Terms and the use of the Services are governed by the laws of the State of Georgia, without regard to its conflict-of-law principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in Fulton County, Georgia, and each party submits to the jurisdiction and venue of those courts.

10.2 Notices

Legal notices to Medarch must be provided in writing by email to sales@medarch.com or by mail to Medarch Inc., Attn: Legal, 8735 Dunwoody Place #4178, Atlanta, GA 30350, United States, and will be effective upon receipt. Medarch may provide notices to Customer by email to the address associated with the Customer account, through the Services, or by posting on the Medarch website.

11. Contact Us

Questions about these Terms and Conditions may be directed to:

Medarch Inc.

8735 Dunwoody Place #4178

Atlanta, GA 30350, United States

Email: sales@medarch.com

Phone: +1 (404) 234-0521

Website: https://www.medarch.com

Last Updated: June 02, 2026