Platform Terms of Use

These Terms of Use (“Terms”) form a binding agreement between your organization (“you,” “your organization,” or “User”) and MediChain Global (“MediChain Global,” “the Platform,” “we,” “us”). By creating an account, posting a Request for Proposal (“RFP”), submitting a bid, accepting an award, signing a Contract, or otherwise accessing the platform, you agree to these Terms, our Privacy Policy, and any role-specific agreement that applies to you (Sponsor Agreement, Vendor Agreement, Escrow Agreement, and the Dispute Resolution Clause). If you do not agree, do not use the platform.

MediChain Global is a technology intermediary. We operate a B2B marketplace and workflow platform that connects pharmaceutical, biotech, CRO, manufacturing, laboratory, and other life-sciences organizations for the purpose of sourcing, bidding on, contracting, executing, and paying for outsourced work.

We are not a contract research organization, manufacturer, laboratory, clinical investigator, or medical provider. We do not perform research, manufacture products, conduct trials, deliver clinical services, draft scientific protocols, or take responsibility for the scientific, regulatory, or commercial outcome of any engagement transacted on the platform. We are a facilitator of discovery, contracting, execution-tracking, and payment — not an executor, and not a party to the underlying scientific or commercial relationship between Sponsor and Vendor (except as expressly stated for escrow and platform co-signature purposes in Section 7 and the Escrow Agreement).

• The platform is for business-to-business use only. You may use it solely on behalf of a registered business entity (company, LLP, partnership, institute, hospital, or equivalent).
• Individual practitioners, patients, students, and consumers acting in a personal capacity are not the intended users and may not register.
• You confirm that you are at least 18 years old, have authority to bind your organization to these Terms, and that your organization is not barred from receiving services under applicable trade-control or sanctions laws.
• Each organization may maintain only one platform account, with one or more authorized users linked to it.

• You must provide accurate, current, and complete company information at signup, including legal name, registration number, registered address, and authorized-signatory details.
• Verification (including document checks, certification review, and — where applicable — facility audits) is at the platform's sole discretion. Tiering (Tier A, B, or C) is assigned based on submitted documentation, certifications, capacity, performance history, and dispute record, and may be revised at any time.
• You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us immediately of any suspected unauthorized access.
• We may decline to onboard, suspend, or de-list any organization that fails verification, provides false information, or no longer meets platform eligibility criteria.

Every organization participates in one or both of the following roles, as applicable to a given Project:

• Sponsor — an organization that posts an RFP and ultimately engages a Vendor. Sponsor-specific obligations are set out in the Sponsor Agreement.
• Vendor — an organization that submits bids and, if awarded, executes the work. Vendor-specific obligations are set out in the Vendor Agreement.
• Platform / Admin — MediChain Global, acting as marketplace operator, escrow administrator, dispute facilitator, and (for fully executed Contracts) third co-signatory to the Agreement Document described in Section 7.

• Sponsors post RFPs describing the scope of work, timelines, confidentiality requirements, and (optionally) budget visibility settings.
• Vendors submit bids before the stated submission deadline. Late bids are rejected automatically by the platform.
• Bid scorecards and shortlisting tools are generated automatically by the platform to assist Sponsor decision-making; the final award decision is the Sponsor's sole responsibility.
• Acceptance of an award by a Vendor, followed by generation of a Contract, creates a binding agreement between the Sponsor and the Vendor on the terms recorded in that Contract (scope, value, milestones, commission rate, IP ownership, confidentiality terms, penalties, and termination conditions).
• The platform does not negotiate, draft legal advice on, or guarantee the enforceability of any Contract's commercial terms beyond the standard clauses it provides.

Contracts are executed electronically through the platform's three-party signing flow: the Sponsor signs, then the Vendor signs, then MediChain Global co-signs as Platform. By clicking to sign, you acknowledge and agree that:

• Your electronic signature carries the same legal effect as a handwritten signature, to the extent permitted by applicable law (including the Information Technology Act, 2000 (India) and, where applicable, the eIDAS Regulation or equivalent electronic-signature laws).
• Each signing action is timestamped and recorded in an append-only audit trail (party, signer, organization, and resulting contract status), which constitutes evidence of execution.
• Once all three parties have signed, the Contract becomes active and the platform automatically generates a PDF “Agreement Document” consolidating the Contract terms, milestones, and signature record. This document is stored as the proof-of-record of the executed agreement and may be downloaded by any signing party or an admin at any time.
• You are responsible for reviewing all Contract terms before signing. Once all parties have signed, the Contract (and the resulting Agreement Document) cannot be unilaterally altered; amendments require a new mutually agreed Contract or addendum executed through the same flow.

Funds for active Contracts are held and released through the platform's escrow mechanism, described in full in the Escrow Agreement. In summary:

• Sponsors fund escrow (in full or per milestone) before work begins.
• Vendors are paid from escrow upon Sponsor approval of a milestone, or upon admin-ordered release following dispute resolution.
• A platform commission (the rate shown on the Contract before signing) is deducted from each release, along with any applicable taxes, before the net amount is paid out to the Vendor via the platform's integrated payment processor.
• You authorize the platform and its payment processor to deduct commissions and taxes automatically as part of each payout.

RFPs may be marked with a confidentiality level (standard, high, or very high) and may require an NDA. Where an RFP is marked “NDA-required,” accessing its full details constitutes acceptance of the platform's standard NDA terms with respect to that RFP. You agree not to disclose, copy, reproduce, or use any confidential information accessed through the platform for any purpose other than evaluating or performing the related engagement, and to apply at least the same degree of care you use to protect your own confidential information (and no less than reasonable care).

• Do not misrepresent your organization's capabilities, certifications, capacity, or compliance status.
• Do not attempt to circumvent the platform to negotiate, contract, or transact off-system in relation to an RFP or Contract originated on the platform.
• Do not collude with other bidders, coordinate pricing, or otherwise manipulate the bidding process.
• Do not upload content or data that infringes third-party intellectual-property or privacy rights, or that violates applicable law (including data-protection, export-control, and anti-bribery laws).
• Do not probe, scan, or attempt to gain unauthorized access to the platform's systems, interfere with its operation, or use automated means to extract data without authorization.
• Do not use the platform to source, supply, or facilitate any product or service that is unlawful, counterfeit, or that misrepresents regulatory approval status.

• Platform IP: The MediChain Global name, logo, software, workflow design, scoring algorithms, trust-score methodology, and all related intellectual property are owned by MediChain Global (or its licensors). These Terms grant you a limited, non-exclusive, non-transferable license to access and use the platform for its intended business purpose — they do not grant any ownership interest in the platform itself.
• Your content: You retain ownership of the company information, RFP content, bids, deliverables, and other materials you upload (“User Content”). You grant MediChain Global a limited license to host, process, display, and transmit User Content as necessary to operate the platform (including to the counterparties to your transactions and to admins for verification or dispute purposes).
• Project IP: Ownership of intellectual property and data arising from a specific engagement (sponsor / vendor / joint) is governed by the relevant Contract, not by these Terms. The platform claims no ownership of any work product created under a Contract.

The platform maintains a trust-score and tiering system (Tier A, B, C) computed from verification outcomes, certifications, performance history, ratings, and dispute records. Upon project closure, Sponsors and Vendors may rate one another on quality, timeliness, compliance, and communication. These scores influence visibility, eligibility for certain RFPs, and (in some cases) commission terms. Scores are an internal reputational signal only and do not constitute a regulatory certification, accreditation, or guarantee of quality by MediChain Global.

The platform relies on third-party infrastructure providers to operate, including cloud hosting and database services, file-storage services for documents and certifications, transactional email delivery, and payment-processing / payout services for escrow funding and vendor payouts. Your use of the platform is also subject to the applicable terms of these providers to the extent they govern processing of payments or storage of your data. MediChain Global is not responsible for outages, errors, or data-handling practices of third-party providers that are outside our reasonable control, but we will work to remediate any issues affecting the platform promptly.

The platform is provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranty regarding the quality, accuracy, regulatory compliance, or scientific validity of any organization, RFP, bid, deliverable, or output transacted through the platform. We do not engage in the practice of medicine and do not provide medical, scientific, legal, financial, or regulatory advice. Any such advice referenced on or generated through the platform is informational only and must be independently verified.

To the maximum extent permitted by law, MediChain Global, its directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or in connection with your use of the platform or any Contract transacted through it — even if advised of the possibility of such damages. MediChain Global's aggregate liability arising from your use of the platform, in any twelve (12) month period, is limited to the greater of (a) the platform commissions actually paid by your organization to MediChain Global in that period, or (b) INR 50,000. Nothing in these Terms limits liability that cannot be excluded under applicable law (e.g. liability for fraud or willful misconduct).

You agree to indemnify, defend, and hold harmless MediChain Global and its directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms or any role-specific agreement; (b) your User Content or the work performed under any Contract; (c) your violation of applicable law or third-party rights; or (d) any dispute between you and another platform user, except to the extent caused by MediChain Global's own breach, negligence, or willful misconduct.

• You may close your account at any time, subject to completion of any active Contracts and settlement of any outstanding escrow obligations.
• We may suspend or terminate your account, with or without notice, if you breach these Terms, fail verification or re-verification, engage in fraudulent or abusive conduct, or if required by law or to protect the integrity of the platform.
• Suspension or termination does not affect obligations that have already accrued, including completion of active Contracts, release or refund of escrowed funds, and payment of commissions already earned.
• Sections relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and any other provision that by its nature should survive, will survive termination.

These Terms are governed by the laws of India, without regard to conflict-of-laws principles. Disputes between you and MediChain Global relating to these Terms (as opposed to disputes between platform users, which are governed by the Dispute Resolution Clause embedded in each Contract) shall first be addressed through good-faith negotiation, and failing resolution within 30 days, shall be referred to binding arbitration in accordance with the Arbitration & Conciliation Act, 1996 (India), seated in Bengaluru, with proceedings conducted in English before a sole arbitrator.

We may provide notices to you via the email address or in-platform notifications associated with your account. Notices to MediChain Global should be sent to legal@medichainglobal.com. Notices are deemed received 24 hours after being sent by email, or immediately when delivered in-platform.

• Severability: If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure: Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, civil unrest, governmental action, or failures of third-party infrastructure (including payment processors and cloud providers).
• Entire agreement: These Terms, together with the Privacy Policy and any role-specific agreements referenced herein, constitute the entire agreement between you and MediChain Global regarding platform access, superseding any prior agreements on that subject (without prejudice to the separate Contracts you enter into with other organizations).
• No waiver: Failure to enforce any provision of these Terms is not a waiver of our right to do so later.

We may update these Terms from time to time to reflect changes to the platform, applicable law, or our practices. Material changes will be notified through the platform (and, where appropriate, by email) at least 7 days before they take effect. Continued use of the platform after the effective date of an update constitutes acceptance of the revised Terms. The “Version” date at the top of this page indicates when these Terms were last revised.

Questions about these Terms can be sent to legal@medichainglobal.com.