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.
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 & seat pricing
MedGrid applies a uniform seat-based pricing model across every entity type. Within a single legal entity (clinic, vendor company, sales-rep team) the first user is free and every additional user is $25 per user / month. Path-specific clinical credentials still apply for prescribing physicians.
- Doctor / Clinic (Path A — Full credentials). Parent physician account free; each sub-account (additional physician, NP, PA, admin, scheduler) $25/month. Requires NPI, state license, DEA, and acceptance of the Med Director protocol framework.
- Doctor / Clinic (Path B — MedGridMD). Same seat pricing. Used by clinicians without a personal DEA who sign up under MedGrid's medical-directorship umbrella.
- Vendor / Distributor. Primary owner free; each additional teammate (catalog manager, ops, support, finance) $25/month.
- Sales rep team. Lead rep free; each additional sub-rep on the team $25/month. Reps are 1099 contractors under a separate Medgrid Marketplace Vendor Agreement that incorporates these Terms.
- Patient (telehealth/portal) — Self-registered patient accounts; not seat-priced.
- The 3% marketplace fee on GMV applies to product orders regardless of account type or tier.
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.
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 the laws of your country;
- list a product on the Marketplace that is not FDA-registered, cleared, or approved as required, 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;
- 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 / vendor
For most Marketplace transactions, the vendor of record is the vendor whose name appears on the listing. MedGrid acts as the technology platform and payment facilitator.
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) 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 at order time. You — not MedGrid — are responsible for confirming that a given product, route, and indication is lawful in your jurisdiction before ordering.
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.
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.
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.
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.
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.
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.
6. Forum, Reviews, KOL Publishing, Peer Consults
The Forum, KOL Publishing, peer-consult marketplace, and KOL revenue-share program are roadmap features. The terms below apply once the relevant feature is live for your tenant.
6.1 Your content
You retain ownership of content you submit. You grant MedGrid a worldwide, royalty-free, sublicensable license to host, display, distribute, and publish your content within the Services and the public Forum.
6.2 Peer review
Forum case studies will be subject to peer review by verified MedGrid physicians.
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.
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.
7. CME and Education
The CME / education engine is a roadmap feature. When live, CME modules listed on MedGrid will be accredited as stated on each module page.
8. Medgrid Marketplace Vendor Network
Sales reps operate as 1099 independent contractors under a separate Medgrid Marketplace Vendor Agreement that incorporates these Terms. Each rep's commission is governed entirely by their individual Agreement and is determined by the products they curate on their MedGrid storefront and the price list / tier they elect for those products. There is no platform-wide flat commission rate.
9. Fees, Subscriptions, Auto-Renewal
- Universal seat pricing. Within any single legal entity, the first user is free. Each additional user (sub-physician, vendor teammate, rep teammate, clinic admin, scheduler, etc.) is $25 / user / month, billed monthly per active seat at the start of each billing cycle. This applies uniformly to clinics, vendors, and rep teams.
- The 3% marketplace fee applies to product orders on the Services regardless of seat count or account type.
- Subscription fees auto-renew at the end of the billing cycle unless cancelled before renewal.
- Adding or removing seats mid-cycle is prorated to the day.
- 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.
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.
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. 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 from any claim, loss, damage, or expense 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.
Upon termination: (i) your license under §2 ends; (ii) we will retain data per Privacy Policy §14; (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.
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. Notices to you: the email on your account or via in-product notice.
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.
