Terms and Conditions

Acceptance of Terms

The Services touch medicine, pharmacy, controlled substances, telehealth, payments, and de-identified outcomes data. Three regulatory layers apply, and they stack: United States — federal law (HIPAA, FDCA §503A/§503B, the Controlled Substances Act, the Ryan Haight Act, FTC §5, FDA device rules, DSCSA, and others). United States — state law. Each state has its own medical, dental, NP/PA, podiatric, naturopathic, and optometric practice acts; its own pharmacy law; its own telehealth and prescribing rules; its own controlled-substance schedule (which may be stricter than the federal schedule); and its own privacy and consumer-protection laws. State law often imposes stricter obligations than federal law — those stricter obligations apply. International law. Where you, your patient, or your vendor sits outside the United States, local law applies (GDPR / UK GDPR, PIPEDA, Quebec Law 25, LGPD, Australia Privacy Act, Switzerland FADP, and others — plus local prescribing, import, and controlled-substance rules). You are responsible for operating within the laws of your state and country and within the scope of your license. We will block features in jurisdictions where they are not lawful, but we cannot warrant the legality of every protocol, prescription, listing, sale, or interaction you conduct on the Services in your specific location. Per-jurisdiction availability for telehealth, controlled substances, 503A compounding, and BridgeMed pharmacy fulfillment is published at medgrid.com/availability and updated as state boards and international regulators change their rules. Where this document and local law conflict, local law controls for that jurisdiction.

1. Eligibility and Accounts

1.1 Eligibility

You must be at least 18 years old and able to enter a binding contract. Practitioner accounts further require a valid, unrestricted U.S. medical, NP, PA, dental, optometric, podiatric, chiropractic, or naturopathic license, plus DEA registration where applicable, and you must complete MedGrid’s credentialing.

1.2 Account types

  • Independent Physician (Path A) — Free platform access — no seat fee, no time limit. Requires a signed MedGrid MSA, NPI, state license, and acceptance of the Med Director protocol framework. Physicians who do not personally hold a DEA register through MedGridMD (§1.5) — same free tier.
  • Clinic / Team (Path B) — $25 per team member / month, flat. Covers the base systems (EMR, scheduling, billing, patient-reporting modules as each ships). No tiered enterprise pricing; no seat-count minimums or maximums. Premium / enterprise tiers may be introduced in a future release on 30 days’ notice per §15.
  • Patient (telehealth/portal) — Self-registered patient accounts.
  • Sales rep, vendor/manufacturer, advisor — Governed by separate role-specific agreements that incorporate these Terms.

1.5 MedGridMD signup

MedGridMD is the signup pathway used by Path A clinicians who do not personally hold a DEA registration. Users sign up under MedGrid’s medical-directorship umbrella so they can access the platform. Each user remains responsible for practicing within their own license and within the laws of their state and country (per the Jurisdictional Notice above), and may not use the Services to bypass DEA, state board, or controlled-substance law.

1.3 Credentials

You are responsible for keeping your credentials confidential. You must enable MFA where offered. You will notify us at security@medgrid.com of any unauthorized access. We may suspend any account we reasonably suspect is compromised.

1.4 No advice creates a relationship between MedGrid and patients

MedGrid is not a medical practice. We do not practice medicine, prescribe, or substitute for a clinical decision. The clinician on the account is solely responsible for clinical judgment, prescribing, and the doctor–patient relationship.

2. License and Acceptable Use

2.1 License

We grant you a limited, revocable, non-exclusive, non-transferable license to use the Services in accordance with these Terms and your MSA / order form.

2.2 You agree not to

  • reverse engineer, decompile, or scrape the Services;
  • attempt to access another tenant’s data or PHI you are not authorized to see;
  • upload malicious code, conduct denial-of-service activity, or stress-test without written permission;
  • misrepresent credentials, NPI, DEA, or licensure;
  • use the Services to dispense, prescribe, or compound in violation of U.S. federal law, your state’s medical or pharmacy board rules, or — where you operate outside the U.S. — the laws of your country (including, without limitation, FDCA §503A/§503B, the Controlled Substances Act, the Ryan Haight Act, state controlled-substance schedules, state telehealth practice rules, and equivalent international rules);
  • list a product on the Marketplace that is not FDA-registered, cleared, or approved as required (see §5.4), or that is unlawful in the destination state or country;
  • use Outcomes Data, Genesis AI output, or Forum content to make claims that misrepresent or extend beyond MedGrid’s verification;
  • attempt to re-identify any de-identified data (also a violation of HIPAA and equivalent international privacy laws);
  • use MedGrid for personal-injury solicitation, deceptive advertising, off-label marketing, or controlled-substance diversion.

Violations may result in suspension, termination, forfeiture of rep commissions or KOL revenue, and reporting to regulators.

3. The MedGrid Master Services Agreement

Where you sign a MedGrid MSA (independent physicians, clinics, vendors, manufacturers, sales reps), the MSA controls in case of conflict with these Terms for the matters it covers — pricing, fee structure, data ownership, data licensing rights, term, and termination. These Terms apply to anything the MSA does not address and to general site use by anyone.

4. Marketplace Orders

4.1 Buyer / seller

For most Marketplace transactions, the seller of record is the vendor whose name appears on the listing. MedGrid acts as the technology platform and payment facilitator. For Skydell Medical, BridgeMeds, and other Skydell-affiliated SKUs, the seller of record may be Skydell Holdings or an affiliated entity, identified at checkout.

4.2 Pricing, taxes, shipping

Prices are shown in USD unless otherwise noted. Taxes, shipping, and applicable platform fees (the 3% marketplace fee on GMV, the SaaS seat fee for clinics, etc.) are added at checkout. Wholesale pricing is restricted to credentialed accounts.

4.3 Compliance

You may purchase only what you are licensed to purchase in the state or country where the product will be dispensed or used. Controlled substances, 503A patient-specific compounds, and prescription-only items require corresponding documentation (DEA #, state license, patient prescription) at order time, plus any state-specific schedule that is stricter than the federal schedule. International orders are further subject to the destination country’s import, prescribing, and pharmacy rules. You — not MedGrid — are responsible for confirming that a given product, route, and indication is lawful in your jurisdiction before ordering. We may refuse or cancel any order that does not satisfy these checks.

4.4 Vendor obligations

Vendors warrant that listings are accurate, that products are FDA-registered/cleared/approved or otherwise lawful, and that they will fulfill within stated lead times. Vendors are responsible for batch documentation, COA, recall management, and adverse-event reporting in accordance with applicable law.

4.5 Returns and recalls

Most pharmaceuticals and compounded products are non-returnable for safety reasons. Defective, mislabeled, or recalled product is replaced or refunded per the vendor’s policy and applicable law. We will route any FDA recall notice to affected buyers.

4.6 Payments and payouts

Payments are processed by Stripe. We collect at order, deduct platform and commission fees, and pay vendors net-15 by default (or per the MSA). Disputed payments and chargebacks may be debited from a vendor’s pending payouts.

5. Protocols, Genesis AI, and Clinical Decisions

5.1 Protocol Framework

Med Director protocols are designed to be evidence-aligned, but they are decision support, not a treatment order. The prescribing clinician must apply independent medical judgment to each patient.

5.2 Genesis AI

Genesis AI surfaces information from indexed research and de-identified outcomes. It is not a medical device, is not FDA-cleared for diagnosis, and must not be used as the sole basis for any clinical decision. Outputs may be inaccurate or out-of-date.

5.3 Outcomes capture

Clinicians who follow a Med Director protocol agree to capture structured outcomes at the prompted intervals (Day 30 / 60 / 90 unless protocol specifies otherwise) where the structured outcome-capture feature is live for their tenant — see Release Notes for current availability. Until that feature is live, follow-up is performed via lighter-weight prompts (email reminders). Outcomes Data ownership and licensing rights are governed by the MSA and §7 of the Privacy Policy.

5.4 Off-label and research use

Some products are sold for research use only (“RUO”) or under an Investigational New Drug application (“IND”). RUO products are not for human or veterinary diagnostic or therapeutic use. By purchasing, you certify the use is lawful for your context.

6. Forum, Reviews, KOL Publishing, Peer Consults

The Forum, KOL Publishing, peer-consult marketplace, and KOL revenue-share program are roadmap features. Current availability is published at Release Notes. The terms below apply once the relevant feature is live for your tenant; until then, no content submission, peer review, consult booking, or revenue share occurs because those surfaces do not yet exist.

6.1 Your content

You retain ownership of content you submit (case studies, protocols, reviews, comments, recordings of consults you keep). You grant MedGrid a worldwide, royalty-free, sublicensable license to host, display, distribute, and (subject to your selection at submission) publish your content within the Services and the public Forum, once those surfaces are live.

6.2 Peer review

Forum case studies will be subject to peer review by verified MedGrid physicians. We may require revisions or decline publication if a submission lacks sufficient evidence, violates HIPAA (re-identifiable patient data), or breaches these Terms.

6.3 Peer consults

Doctor-to-doctor consults will be billed by the consulting physician at their stated rate; MedGrid will take a 15% platform fee. Consults will be HIPAA-compliant and recorded only with consent. MedGrid is not and will not be a party to the underlying clinical interaction and disclaims liability for it.

6.4 KOL revenue share

When the data-licensing program is offered, Elite-tier physicians whose published outcomes are licensed by manufacturers or research institutions will earn a revenue share on the licensed dataset, paid quarterly per the MSA. No licensing program is in effect today — see Privacy Policy §7.

7. CME and Education

The CME / education engine is a roadmap feature — see Release Notes for current status. When live, CME modules listed on MedGrid will be accredited as stated on each module page. We make reasonable efforts to keep accreditation current; you are responsible for verifying acceptance by your licensing board. Physician-hosted webinars are governed by §6 above.

8. Sales Rep Network

Sales reps operate as 1099 independent contractors under a separate Sales Rep Agreement that incorporates these Terms. Compensation (upfront on SaaS activation, residual on GMV) is governed by that agreement. Reps must complete training and credentialing before earning commissions.

9. Fees, Subscriptions, Auto-Renewal

  • Independent physicians (Path A and MedGridMD) pay no platform fee.
  • Teams (Path B) pay $25 per team member per month, flat, billed monthly. Billing is per active seat at the start of the billing cycle.
  • The 3% marketplace fee applies to product orders on the Services regardless of tier.
  • Subscription fees auto-renew at the end of the billing cycle unless cancelled before renewal.
  • MSO management fees, data-licensing splits, and any future feature-specific fees are governed by the MSA, the order form, or the applicable schedule on medgrid.com/pricing.
  • We may revise fees on 30 days’ notice to take effect at the next renewal.
  • All amounts are non-refundable except where required by law or expressly stated.

10. Intellectual Property

The Services, the Med Director protocol framework, ClinicalX, Genesis AI, and all software, data structures, designs, and content provided by MedGrid are owned by Skydell Holdings or its licensors and are protected by U.S. and international intellectual-property laws. No license is granted except as expressly stated in §2.1, the MSA, or an order form.

The MedGrid name and logo are trademarks of Skydell Holdings. You may not use them without our prior written consent.

11. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT GENESIS AI OUTPUT IS ACCURATE OR COMPLETE, THAT OUTCOMES DATA WILL ACHIEVE A SPECIFIC RESULT, OR THAT ANY PROTOCOL WILL PRODUCE A SPECIFIC OUTCOME IN A SPECIFIC PATIENT.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDGRID, SKYDELL HOLDINGS, AND THEIR AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL. OUR TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD $1,000.

This limit does not apply to (i) gross negligence or willful misconduct, (ii) breach of confidentiality or HIPAA, (iii) infringement of our IP, or (iv) liability that cannot be limited by law.

13. Indemnification

You will defend, indemnify, and hold harmless MedGrid, Skydell Holdings, and their affiliates, officers, directors, employees, and agents from any claim, loss, damage, or expense (including reasonable attorneys’ fees) arising out of (i) your use of the Services; (ii) your breach of these Terms or your MSA; (iii) your clinical decisions or vendor sales conducted via the Services; (iv) violation of law or third-party rights, including HIPAA and state medical-board rules.

14. Suspension and Termination

We may suspend or terminate your access without notice for material breach, suspected fraud, threats to platform safety, or where required by law. You may close your account at any time in Settings → Account → Close Account; the MSA termination provisions also apply.

Upon termination: (i) your license under §2 ends; (ii) we will retain data per Privacy Policy §14 Data Retention; (iii) outstanding fees become immediately due; (iv) provisions that by nature should survive (IP, indemnity, liability limits, dispute resolution) survive.

15. Changes to the Services or these Terms

We may modify the Services and these Terms at any time. Material changes will be announced at least 30 days in advance via email or an in-product banner. Continued use after the effective date constitutes acceptance.

16. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware (or such other state as the executed MSA provides), without regard to conflicts of law. Any dispute will be resolved exclusively in the state or federal courts located in New Castle County, Delaware (or the venue specified in the MSA), and the parties consent to that jurisdiction. This choice-of-law and venue clause does not displace mandatory consumer-protection, healthcare-regulatory, or privacy law that governs your interactions in your state or country — those laws continue to apply where they grant you rights that cannot be waived.

Arbitration & class-action waiver (consumer/patient accounts only). Any claim brought by a patient or consumer-tier user will be resolved by individual binding arbitration under the AAA Consumer Arbitration Rules, in the user’s home county. Both parties waive the right to a jury trial and to participate in a class or collective action. You may opt out of arbitration within 30 days of account creation by emailing legal@medgrid.com.

This arbitration section does not apply to clinician, clinic, vendor, or rep accounts, which are governed by §16’s court-venue clause and any arbitration clause in the relevant MSA.

17. Notices

Notices to MedGrid: legal@medgrid.com, with a copy to MedGrid · Legal Department · Skydell Holdings, Inc. · [Street Address] · [City, State ZIP]. Notices to you: the email on your account or via in-product notice.

17b. Service availability and feature roadmap

The Services are released incrementally. The current state of each feature — live, in pipeline, coming soon, or roadmap — is published openly at Release Notes and updated on each release. No representation made on a marketing page, in-product UI, or other artifact creates an obligation that conflicts with the published Release Notes. Where these Terms reference a feature, the Release Notes govern current availability for your tenant. We modify the Services per §15.

18. Miscellaneous

  • Force majeure — neither party is liable for delays caused by events beyond reasonable control.
  • Assignment — you may not assign these Terms without our consent; we may assign in connection with a corporate transaction.
  • No agency — no agency, partnership, or joint venture is created.
  • Severability — if any provision is unenforceable, the rest remains in effect.
  • Entire agreement — these Terms, the Privacy Policy, any MSA or order form, and any feature-specific terms are the entire agreement on the subject.