Terms of Use 2026

1. Acceptance and Legally Binding Effect of MDL Platform Access Agreement ("MPAA").

By accepting this MPAA or by accessing or using any portion of the MDL Platform (the "Platform", defined below), you acknowledge that you have read, understood, and agree to be legally bound by this MPAA in its entirety.

2. MPAA Updates.

MDliaison, Inc. ("MDL" or "we") reserves the right, at its sole discretion, to change or modify portions of the MPAA at any time. MDL will post any changes to the MPAA on its website (link provided in Section 3 below) and will indicate at the top of the MPAA page the date these terms were last revised. It is your responsibility to check the MPAA periodically for changes. Your continued use of the Platform after the date any such changes become effective constitutes your acceptance of the new or revised MPAA.

3. Platform Description, Purpose and Related MDL Properties.

MDL provides a network ("Network") of independent contractors who provide professional services (each a "Contractor" and the services they provide, the "Contractor Services"). The MDL suite includes (a) MDL's web site located at https://physicianContractorconsultants.com/ (the "Site"), (b) MDL's technology platform (the "Platform") designed for Contractor to apply and be considered by MDL to join MDL's Contractor network to potentially be matched to MDL's customers (each a "Client") who need Contractor Services, currently Panion; and (c) all software, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively, the "Content").

The Platform enables Contractor to work collaboratively with MDL to manage providing any Contractor Services to Clients, and to otherwise use the related features and functions that MDL may make available to its Contractor from time to time (the "Platform Purpose") pursuant to your then-applicable agreement that you may enter into with MDL regarding such Contractor Services ("Contractor Agreement"). Any new features added to or augmenting the Platform are also subject to the MPAA. For ease of reference, the Site, Platform, identities or descriptions of Clients, other Content, MDL's Proprietary Information, and any other MDL products or services are collectively referred to in this MPAA as "MDL Properties". "MDL Properties"include all such elements as a whole, as well as individual elements and portions thereof. Nothing in this MPAA obligates: (1) you to apply or to agree to become MDL Contractor for any Client work or (2) MDL to accept or engage you as Contractor, or try to match you to any Client or provide any other services to you.

4. Restrictions on Your Use of MDL Proprietary Information; Confidentiality.

All business, technical or financial information disclosed by MDL via the MDL Properties, including without limitation, the Site, Platform, and non-public information about how MDL selects Contractors (e.g., the interview process, questions and methods) or matches Contractor to Clients is the "Proprietary Information" of MDL. Proprietary Information also includes, but is not limited to, your rates and the rates of other Contractors. You will hold in confidence and not disclose to others any Proprietary Information. You will also not use Proprietary Information for any purposes other than the Platform Purpose as an existing or prospective Contractor.

However, you will not be obligated under this Section 4 with respect to information that you can document that is, or becomes readily, publicly available without restriction and through no fault of yours (e.g., information that MDL makes generally available to the public on the Site without requiring acceptance of this MPAA or a similar obligation of confidentiality). You may make disclosures of Proprietary Information required by law or court order provided that you give MDL advance written notice. When you have completed your use of the Platform, or if you have not used the Platform or provided any Contractor Services to a Client in 12 months, you agree to destroy all items and copies containing or embodying Proprietary Information.

5. Authorization to Access and Use MDL Properties; Legally Binding Effect.

(a)

Subject to your compliance with this MPAA, you may access and use the MDL Properties solely for the Platform Purpose, including downloading, displaying and printing limited portions of the Content (other than software) but only to the limited extent necessary and consistent with the Platform Purpose.

(b)

You will not: (i) allow any competitor of MDL to use or access the MDL Properties, (ii) use or access the MDL Properties to develop or enhance any product or service, or (iii) copy any ideas, features, functions or graphics of the MDL Properties. You are not permitted to access or use the MDL Properties for public comment unless authorized in writing by MDL. You are also not permitted to copy, modify, frame, repost, publicly perform or display, sell, reproduce, distribute, or create derivative works of the MDL Properties except to the limited extent permitted in Subsection 5(a) above, but provided that you do not modify such Content in any other way and you keep intact all copyright, trademark, and other proprietary notices. You may only link to the Site or Platform, or any portion thereof, as expressly permitted by MDL. You agree not to access the Site or Platform by any means other than through the interface that is provided by MDL to access the same.

6. Ownership and Additional Restrictions.

6.1. Ownership and Restrictions.

All rights, title and interest in and to the MDL Properties will remain with and belong exclusively to MDL. You will not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the MDL Properties available to any third party, (b) use the MDL Properties in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the MDL Properties or their related components, or (c) modify, adapt or hack the MDL Properties to, or try to, gain unauthorized access to the MDL Properties or related systems or networks (e.g., circumvent any encryption or other security measures, gain access to any source code or any other underlying form of technology or information, and gain access to any part of the MDL Properties, or any other products or services of MDL that are not readily made available to the general public or to you using your own account name and password as instructed by MDL). You may not upload viruses, spyware, or any other malicious software or code to MDL or any Client of MDL. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to MDL on or through the MDL Properties or any service offered on or through the MDL Properties. MDL reserves the right to take any lawful measures to prevent any prohibited activity.

6.2. Registering Your Account.

As part of the registration process, you will identify a user name and password for your Account ("Account"). You are solely responsible for maintaining the confidentiality of your user name and password and for any authorizedor unauthorized use of the same. You also agree to provide MDL truthful, accurate, and complete information in all interactions with MDL via any of the MDL Properties.

6.3. Responsibility for Your Data.

You are solely responsible for all data, information and other content, that you upload, post, or otherwise provide or store (hereafter "post(ing)") in connection with or relating to the Site, Network, or Platform.

6.4. Limited Access To Your Account.

MDL may access your Account in order to respond to your requests for technical support, to verify compliance with your obligations to MDL, to comply with law, or to maintain and improve its own systems.MDL may, at its option, provide email or other online account support.

6.5. Reservation of Rights.

MDL and its licensors each own and retain their respective rights in and to all logos, company names, marks, trademarks, copyrights, trade secrets, know-how, patents and patent applications that are used or embodied in or otherwise related to the MDL Properties. MDL grants no other rights or licenses (implied, by estoppel, or otherwise) whatsoever to you under this MPAA.

7. Use of Intellectual Property.

7.1. Rights in User Content.

By posting your information and other content ("User Content") on or through the MDL Properties, you grant MDL a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with MDL Properties. MDL has the right, but not the obligation, to monitor the MDL Properties and User Content. MDL may remove or disable any User Content at any time for any reason, or for no reason at all.

7.2. Unsecured Transmission of User Content.

You understand that the operation of the Site and Platform, including User Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to MDL's third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the MDL Properties. Accordingly, you acknowledge that you bear sole responsibility for adequatesecurity, protection and backup of User Content. MDL will have no liability to you for any unauthorized access or use of any of User Content, or any corruption, deletion, destruction or loss of any of User Content.

7.3. Feedback.

You may submit ideas, suggestions, or comments ("Feedback") regarding the MDL Properties or MDL's business, products or services. By submitting any Feedback, you acknowledge and agree that

(a) your Feedback is provided by you voluntarily and MDL may, without any obligations or limitation, use and exploit such Feedback in any manner and for any purpose,

(b) you will not seek and are not entitled to any money or other form of compensation, consideration, or attribution with respect to your Feedback regardless of whether MDL considered or used your Feedback in any manner, and

(c) your Feedback is not the confidential or proprietary information of you or any third party.

8. Privacy.

When you use the Platform, we use the information we collect from you from the Platform strictly to facilitate our relationship with you (e.g., our relationship with our independent contractors and consultants), and the only such information we collect consists of your geographic location, your pay requirements, and when you are available for work. We do not sell any of this information. As such, it will be kept confidential within the Company. The Platform, however, does operate on a third-party site and is operated through a third-party service provider, Panion, who may receive or independently obtain your personal information. We do not control how this third party handles your data and you should review its privacy policy to understand how it collects, uses, and shares your personal information (see https://panion.com/privacy). By accessing and using the Platform, you understand and consent to our data practices and our service providers' treatment of your information.

9. Your Representations and Warranties.

You represent and warrant to MDL that

(a) you own all User Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow MDL to use the sameas permitted in this Agreement) in connection with the MDL Properties;

(b) User Content and other activities in connection with the MDL Properties, and MDL's exercise of all rights and licenses granted by you herein, do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing;

(c) you are eighteen (18) years of age or older;

(d) you are not a national of, you do not reside in, and, if accepted as a MDL Contractor, you will not reside in or workfrom any Prohibited Region; and

(e) you are not identified on any Prohibited List. "Prohibited Regions" means any country or region with respect to which U.S. law prohibits transactions, including the payment of funds or the export, re-export, or transfer of items, services, or technology, including but not necessarily limited to the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria. "Prohibited List" includes the Specially Designated Nationals and Consolidated Sanctions Lists (maintained by the Office of Foreign Assets Control, U.S. Department of the Treasury); the Denied Persons, Entity, and Unverified Lists (maintained by the Bureau of Industry and Security, U.S. Department of Commerce); and the Consolidated List of sanctions designations by the United Nations, European Union and United Kingdom. You shall notify MDL immediately if your status under this Section 8 changes. This Agreement will terminate immediately upon any non-compliance with this Section 8.

10. Termination of Access and MPAA.

MDL may, in its sole discretion and without prior notice, terminate your access to the MDL Properties and/or block your future access to the MDL Properties if we determine that you have violated any terms of this MPAA or other agreements or guidelines which may be associated with your use of the MDL Properties. Further, MDL may, in its sole discretion and without prior notice, terminate or suspend your access to the MDL Properties, for cause, which includes, but is not limited to:

(1) requests by law enforcement or other government agencies,

(2) discontinuance or material modification of the Site or any service offered on or through the Site, or

(3) unexpected technical issues or problems. This MPAA applies and remains in effect until the earlier of

(a) you no longer are using or accessing the MDL Properties on an ongoing basis and

(b) your agreement with MDL for providing services to MDL's clients (if you and MDL have entered into such agreement) has been terminated by you or us for any reason or no reason, provided however that all provisions of a continuing nature including, without limitation, those set forth in the following sections will survive the termination of this MPAA: 1, 3, 4, 5(b), 6 – 14.

11. NO WARRANTIES AND DISCLAIMER BY MDL.

THE MDL PROPERTIES, AND PARTICULARLY THE SITE, PLATFORM, CONTENT, PROPRIETARY INFORMATION AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND MDL EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANYIMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT MDL DOES NOT WARRANT THAT YOUR ACCESS OR USE OR BOTH OF THE MDL PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE ORVIRUS-FREE, AND MDL DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MDL PROPERTIES,AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM MDL OR THROUGH THE MDL PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS MPAA.

12. LIMITED LIABILITY.

12.1. Exclusion of Damages and Limitation of Liability.

MDL does not charge fees for you to access and use the MDL Properties pursuant to this MPAA. As consideration for your free access and use of the MDL Properties pursuant to this MPAA, you further agree that MDL WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS MPAA, INCLUDING WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE, PLATFORM, CONTENT,PROPRIETARY INFORMATION, OR ANY INTERRUPTION OR DISRUPTION OF SUCH USE, EVEN IF MDL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE). THE AGGREGATELIABILITY OF MDL WITH REGARD TO THIS MPAA WILL IN NO EVENT EXCEED USD$10.00.

12.2. Jurisdictional Limitations.

Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. INTHESE STATES, MDL'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13. Dispute Resolution; Jury Waiver.

THIS MPAA IS MADE UNDER, AND WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

In any action between or among any of the parties, whether arising out of this MPAA or otherwise, each of the parties irrevocably and unconditionally

(a) consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in San Diego, California;

(b) WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY; and

(c) consents to service of process by first class certified mail, return receipt requested, postage prepared, to the address at which such party is to receive notice in accordance with Section 13.

14. Miscellaneous.

This MPAA, together with MDL's Privacy Policy constitute the entire agreement between the parties. In accordance with Section 14, your applicable Contractor Agreement will take precedence over and will govern over any inconsistent or conflicting terms in this MPAA with respect to the subject matter of the Contractor Agreement. For clarification, your access to and use of the Site, Platform, and Content provided through the Site or Platform is not part of the subject matter of your Contractor Agreement and the provisions of this MPAA will apply thereto. No waiver, change, or modification to this MPAA will be effective unless in writing signed by both parties. Any notices to MDL in connection with this agreement will be made by email transmitted to []. Notices to you will be made by email or regular mail and will be deemed to have been duly given when sent by MDL to the email or mailing address associated with your account. You agree that MDL is entitled to seek injunctive and other equitable relief to enforce your obligations in Sections 4, 5 and 6.1 to avoid harm that cannot adequately be remedied by monetary damages. The section and subsection headings used in this MPAA are for convenience only and will not be used in interpreting this MPAA. In the event that any provision of this MPAA will bedetermined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, thatspecific provision will be eliminated so that this MPAA will otherwise remain in full force and effect and enforceable.

15. Applicable Agreements.

MDL Contractors perform Contractor Services for Clients pursuant to Contractor Agreements separate from this MPAA. Your access or use of the MDL Properties always, however, will be governed by the then-current MPAA. If you are accepted into MDL's Network, MDL's identification of potential engagements and Clients for you, our business operations and relationship with respect to you as a Contractor, as well as all your work providing the Contractor Services to Clients will always be governedby your applicable Contractor Agreement with MDL.