Medara Platform Terms and Conditions

Updated April 1, 2026
These Terms and Conditions describe the legal framework governing access to and use of the Medara platform. They are intended to allocate rights and responsibilities between Medara Inc. and those who access or use the platform. Please review them carefully.

1. Parties, Scope, and Acceptance of Terms

Medara Inc., a Utah corporation (“Medara,” “we,” “us,” or “our”), operates a digital platform designed to enable structured collaboration between organizations, professionals, and service providers operating within regulated and high-stakes industries (the “Platform”).

These Terms and Conditions (“Terms”) govern your access to and use of the Platform, including all related interfaces, applications, tools, features, and services made available by Medara.

By accessing, registering for, or using the Platform in any manner, you acknowledge that you have read, understood, and agreed to be legally bound by these Terms.

If you are accessing or using the Platform on behalf of an organization or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms. In such cases, “you” refers to both the individual user and the entity.

You further represent and warrant that you are not accessing or using the Platform for the purpose of developing, designing, operating, or competing with any product or service that performs functions materially similar to those performed by the Platform. Access is conditioned on this representation, and any access in violation of this representation constitutes a material breach of these Terms. If you do not agree to these Terms, you are not authorized to access or use the Platform.

2. Purpose and Nature of the Platform

The Platform provides infrastructure designed to support discovery, evaluation, and collaboration between qualified participants through structured workflows and controlled access to information.

The Platform may include functionality that enables:

  • Identification and evaluation of expertise or organizations
  • Initiation and management of professional engagements
  • Documentation and execution of agreements
  • Coordination of workflows and milestones
  • Visibility into engagement activity

Medara provides infrastructure, not services.

Medara does not:

  • Provide professional, regulatory, medical, legal, or consulting services
  • Evaluate or guarantee the quality, legality, or outcome of user work
  • Supervise, direct, or control engagements between users

All activities conducted through the Platform are performed independently by users at their own discretion and risk.

Nothing in these Terms creates any form of partnership, joint venture, employment, agency, or fiduciary relationship between Medara and any user.

3. Accounts, Identity, and User Responsibility

Access to certain features requires account registration. Accounts may be established by individuals or organizations and may include multiple authorized users.

You agree that all information provided:

  • Is accurate, complete, and not misleading
  • Will be maintained and updated as necessary
  • Reflects your current role, affiliations, and credentials

You are solely responsible for all activity conducted through your account. You may not share your account credentials, transfer account access, or permit any third party to use your account, except that authorized representatives of the organization that holds the account may use the account within the scope of their authorization. You are responsible for all activity under your account.

Identity Integrity

Because the Platform operates in environments where trust and accuracy are critical, you agree not to:

  • Misrepresent identity, qualifications, or affiliations
  • Operate under undisclosed or conflicting relationships
  • Continue using the Platform if your status creates a conflict under these Terms

If your employment, advisory, ownership, or contractual relationships change in a way that may introduce a conflict, you agree to promptly notify Medara and suspend use pending authorization.

Medara reserves the right to verify identity and affiliations and to suspend access where trust, accuracy, or compliance is in question.

4. User Engagements and Agreements

The Platform may enable users to initiate, structure, and manage professional engagements with one another.

Medara’s role is limited to providing the infrastructure through which such engagements may occur.

Medara is not:

  • A party to any agreement between users
  • Responsible for negotiating, enforcing, or interpreting agreements
  • Liable for performance, non-performance, or disputes

Users are solely responsible for:

  • Evaluating counterparties
  • Defining scope, pricing, and expectations
  • Ensuring compliance with applicable laws and obligations

All agreements between users exist independently of Medara.

5. Platform Tools and Operational Features

The Platform may provide tools that support workflow coordination, documentation, approvals, and tracking of engagement activity.

These tools are provided for operational support only.

Medara does not:

  • Guarantee completion of work
  • Guarantee payment or compensation
  • Act as a financial intermediary unless explicitly stated
  • Resolve disputes between users

Users remain fully responsible for financial arrangements, tax compliance, classification decisions, and contractual obligations.

6. Regulatory Responsibility and Data Use

Users are solely responsible for determining and complying with all applicable legal, regulatory, and professional requirements.

Restricted Data

The Platform is not intended to store or process:

  • Protected health information (PHI)
  • Patient-identifiable data
  • Any regulated data subject to healthcare privacy laws

Unless explicitly authorized in writing, such data may not be uploaded or transmitted.

No Healthcare Designation

Medara does not act as a covered entity or business associate under healthcare privacy laws. Use of the Platform does not create such a relationship.

7. Content Ownership and Data Use

Users retain ownership of content they submit.

By submitting content, you grant Medara a limited, non-exclusive license to use such content solely for operating, maintaining, and improving the Platform.

Medara may generate aggregated, anonymized, or derived data that does not identify users and may use such data for analytics, system improvement, and business operations.

8. Intellectual Property and Platform Materials

All Platform components, including software, workflows, algorithms, systems, and design (collectively, “Platform Materials”), are owned by Medara or its licensors.

These materials are protected by intellectual property laws, including trade secret protections.

You acknowledge that the Platform Materials include information that Medara treats as confidential, that derives independent economic value from not being generally known to or readily ascertainable by others who could obtain economic value from its disclosure or use, and that Medara takes reasonable measures to maintain its confidentiality, including through these Terms.

No rights are granted except as expressly stated in these Terms.

9. Prohibited Uses

You agree not to:

  • Use the Platform, or any information about the Platform's functionality, user base, matching processes, credential verification mechanics, ranking systems, pricing, or operational specifics, to develop, design, market, operate, or improve any product or service that competes with or is substantially similar to the Platform
  • Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise derive the source code, underlying architecture, algorithms, or operational logic of the Platform, except to the extent such activity is expressly permitted by applicable law notwithstanding this restriction
  • Use any automated means, including bots, crawlers, scrapers, or data extraction tools, to access, collect, or compile information from the Platform
  • Access or attempt to access the Platform through any interface other than the interfaces expressly provided by Medara for the purpose for which they are provided
  • Solicit, recruit, or divert experts, companies, or other users of the Platform to any competing platform, service, or engagement channel during the period of your use of the Platform and for twelve (12) months thereafter
  • Systematically view, search, or extract profiles, engagement records, credential data, or other Platform content in a manner inconsistent with the legitimate use of the Platform for its intended purpose
  • Publish, disclose, or share information about the Platform's operational mechanics, matching processes, user population, pricing, or performance data with any third party, except as expressly permitted by these Terms or by separate written agreement with Medara
  • Use the Platform in any manner that violates applicable law, including but not limited to laws governing data protection, healthcare privacy, anti-corruption, export controls, or unfair competition

These restrictions apply during your use of the Platform and continue to apply following termination of your account for the durations specified in each restriction. Where no specific duration is stated, such restrictions will remain in effect for twelve (12) months following termination.

10. Confidentiality of Platform Information

Through use of the Platform, you may access confidential information relating to:

  • Platform functionality and structure
  • User interactions and engagement activity
  • Business operations and strategy

You agree to:

  • Maintain strict confidentiality
  • Use such information solely for legitimate use of the Platform
  • Not disclose such information without prior authorization

These obligations survive termination and continue for as long as the information remains confidential.

11. Monitoring and Platform Integrity

To maintain the integrity, security, and proper functioning of the Platform, Medara may monitor usage patterns and activity to the extent reasonably necessary to:

  • Detect and prevent misuse or unauthorized access
  • Ensure compliance with these Terms
  • Maintain system performance and reliability

Such monitoring is limited to operational and security purposes and is not intended to evaluate the substance of user work.

In the event of a suspected violation, Medara may request information reasonably necessary to understand the activity. You agree to cooperate in good faith.

Medara may restrict or suspend access where reasonably necessary during an investigation.

12. Injunctive Relief

You acknowledge that breaches involving:

  • Breaches involving competitive misuse, confidentiality violations, or intellectual property misuse may cause irreparable harm.

Medara may seek injunctive relief or equitable remedies without the need to post bond, in addition to other remedies.

13. Disclaimers

The Platform is provided on an “as available” basis.

Medara makes no warranties regarding:

  • Availability
  • Accuracy
  • Fitness for a particular purpose

Use of the Platform is at your own risk.

14. Limitation of Liability

To the maximum extent permitted by law:

  • Medara is not liable for indirect, incidental, or consequential damages
  • Total liability is limited to the greater of $100 or fees paid in the prior six months

This reflects the Platform’s role as infrastructure facilitating independent user activity.

The limitation of liability in this Section does not apply to, and shall not limit, Medara's right to recover damages from a user for:

  • Breach of Section 1 (competitive access representation), Section 3 (identity integrity and conflict disclosure), Section 8 (intellectual property), Section 9 (prohibited uses), or Section 10 (confidentiality)
  • Misappropriation of Medara's trade secrets or confidential information
  • Infringement of Medara's intellectual property rights
  • Indemnification obligations under Section 15

15. Indemnification

You agree to indemnify, defend, and hold harmless Medara and its affiliates from claims arising out of:

  • Your use of the Platform in violation of these Terms
  • Your engagements or interactions with other users
  • Your submitted content
  • Your violation of applicable law or third-party rights
  • Any claim that your use of the Platform violated any agreement, duty, or obligation you owed to any third party, including but not limited to employment agreements, consulting agreements, non-compete or non-solicit obligations, or confidentiality obligations to prior or current employers or principals

This obligation applies to actions outside the scope of good-faith use of the Platform.

16. Termination

Medara may suspend or terminate access at any time where use violates these Terms or applicable law.

Obligations relating to confidentiality, intellectual property, indemnification, and dispute resolution survive termination.

17. Enforcement Costs

If Medara prevails in enforcing these Terms, you agree to pay reasonable attorneys’ fees, court costs, and related expenses.

Remedies are cumulative and non-exclusive.

18. Dispute Resolution

These Terms are governed by the laws of the State of Utah.

Disputes will be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, on an individual basis, except where prohibited by law. Arbitration shall take place in Salt Lake County, Utah. The arbitrator's decision shall be final and binding. Each party shall bear its own costs of arbitration, except as otherwise provided in Section 17.

Notwithstanding the requirement for arbitration, Medara shall be entitled to seek injunctive relief, specific performance, and other equitable remedies in any state or federal court of competent jurisdiction located in Salt Lake County, Utah, for any breach or threatened breach of Sections 1, 3, 8, 9, 10, or 11 of these Terms. You consent to the personal jurisdiction of such courts for this purpose.

You waive any right to participate in class or representative actions.

19. General Provisions

These Terms constitute the entire agreement between you and Medara regarding the Platform.

If any provision is held unenforceable, the remaining provisions remain in effect.

Medara may update these Terms from time to time. For non-material changes, updated Terms take effect upon posting, and continued use of the Platform constitutes acceptance. For material changes to these Terms, Medara will provide reasonable advance notice before the changes take effect, which may be provided by email, in-platform notification, or other reasonable means.

20. Notices & Communications

Notices to Medara under these Terms should be sent to admin@medara.com or to Medara's principal place of business listed in Section 21. Notices to you will be sent to the email address associated with your account or, where applicable, to the physical address on file. You are responsible for keeping your contact information current. Notices are effective when sent.

21. Platform Trust and Intended Use

Medara is designed to enable high-quality, trust-based collaboration between professionals and organizations operating in complex and regulated environments.

The Platform is built on the following principles:

  • Users retain ownership of their work, relationships, and decisions
  • Medara does not participate in or control user engagements
  • Users are responsible for evaluating opportunities and counterparties
  • The Platform promotes transparency, efficiency, and accountability

The restrictions in these Terms are intended to:

  • Protect the integrity of the Platform
  • Prevent misuse of infrastructure and information
  • Ensure all users can engage with confidence

They are not intended to limit legitimate professional activity or independent work conducted in good faith.

22. Contact Information

Medara Inc.
938 University Park Blvd, Suite 220
Clearfield, Utah 84015
admin@medara.com