Business Provider Agreement

MEDIC PARADISE INDEPENDENT RESOURCE AGREEMENT: THE HIGHLIGHTS 

We believe in transparency. While the full Legal Terms (Sections 1–17) cover every worst-case scenario to protect us both, here is the plain-English summary of how we work together:

• We Are An Independent Intermediary: Medic Paradise brings you bookings; you provide the excellent service. We are an intermediary, not your employer.

• Your Expertise: You retain full clinical and operational control over your facility. We do not practice medicine or tell you how to treat patients.

• Safety First: Because we deal with health, we require you to maintain valid licenses and industry-standard insurance (see Section 12).

• Payments & Fees: For Local Wellness Facilities, your listing is completely free with zero commissions or referral fees (you only bear standard third-party payout routing fees). For Global Medical Facilities, platform access is maintained via a subscription plan. For international bookings, Medic Paradise charges the Customer a separate concierge fee on top of your provided medical quote.

• Cancellations: We have a strict policy to protect your time. If a client cancels late, you still get paid (subject to the schedule in Section 4).

The full legal text follows below.

MEDIC PARADISE SERVICE PROVIDER TERMS OF SERVICE These Service Provider Terms of Service (“Service Provider Terms”) in connection with an ordering document online or directly with Medic Paradise (“Order”), together with all related exhibits, constitute the Service Provider Agreement (“Agreement”). This Agreement is entered into between you, the Service Provider, and Carpe Diem CA, LLC, a California limited liability company, dba Medic Paradise (“Medic Paradise” or “MP”). This Agreement incorporates the definitions in Exhibit A (“Definitions”). Any capitalized term used in this Agreement will have the meaning assigned to it in Exhibit A or elsewhere in this Agreement. This Agreement governs the relationship between MP and Service Provider. The relationship between a Customer and MP is governed by a wholly separate Customer Agreement to which you, the Service Provider, will not be a party. The MP Site may be available to users and Service Providers worldwide; provided however that MP may restrict access based on country and location in its sole discretion. If Service Provider is located or provides Services in the United States of America (including its territories and possessions), Appendix A applies.

1. MP Site. MP operates the MP Site. Using the MP Site, Customers can initiate the purchase process for Services from Service Provider through MP, with MP acting as an “introducing party” to Service Provider. The MP Site will serve as an initial point of contact for Customers to purchase Services from Service Provider, and MP will continue the purchasing process directly with Customers and Service Provider through additional communications, agreements, and policies, as necessary and applicable. Service Provider is responsible for acquiring and maintaining, at its own expense, all equipment and connectivity required to access and use the MP Site.

2. Service Provider Account & Service Provider Content on the MP Site. 

Service Provider may manage the Service Provider Content, including Product Offers, listed on the MP Site directly with MP via email or the MP Site. MP may incorporate additional functionality to the MP Site from time to time allowing Service Provider to access and manage its Service Provider Account through a personal login on the MP Site, in which case certain terms below will become applicable.

2.1. Service Provider Account. Service Provider will ensure that MP receives all information requested or required by MP to establish and maintain the Service Provider Account. This includes, but is not limited to: (i) insurance information details in accordance with Section 12 below; (ii) current business licenses or registration information, (iii) current professional/medical licenses as applicable; (iv) details regarding Service Provider’s Payment Account; (v) background checks; (vi) all information and documents required for conducting an identity verification process, including, as applicable, through a third-party identity verification service provider, as specified by MP and in MP’s sole discretion.

2.2. Login Credentials. Service Provider shall maintain the confidentiality and security of its Login Credentials by implementing and adhering to recognized security standards and best practices such as regular password updates and the use of multi-factor authentication. Service Provider must not disclose its Login Credentials to any third party under any circumstances. Service Provider is liable for all activities conducted through its Service Provider Account and must compensate MP for any damages resulting from unauthorized account activities caused by Service Provider's failure to secure its Login Credentials. Service Provider must immediately notify MP in writing if it knows or suspects that: (i) its Login Credentials have been lost, stolen, misappropriated, or otherwise compromised, or (ii) there has been actual or suspected unauthorized use of its Service Provider Account. This notification must include all details of the incident and the steps Service Provider has taken to mitigate any resultant harm or unauthorized access. Only authorized personnel of Service Provider who have been specifically designated and approved by Service Provider's management are permitted to access the Service Provider Account. Service Provider must maintain a current list of authorized personnel with MP and promptly update this list for any changes. Each authorized user must have a unique login credential and be bound by the same confidentiality and security requirements outlined in this section.

3. Sale of Services on the MP Site.

3.1 Service Provider Classification. Service Provider represents and warrants that it has accurately identified itself as either a Wellness Facility or Medical Facility. Misclassification constitutes material breach and may result in immediate termination.

3.2. Product Offers. For each Service that Service Provider wishes to provide via the MP Site, Service Provider will upload a Product Offer using the MP Site or via email or as directed by MP. The Product offer must be in line with all Product Offer creation guidelines, including the [MP Content Guidelines], and MP reserves the right, in its sole discretion, to reject or immediately suspend or remove any Product Offer from the MP Site that fails to comply with the Product Offer creation guidelines or that falls within the scope of activities described in the [MP Content Guidelines]. The Product Offer must include all necessary information about the Services, including: (i) suitability information (e.g., minimum age, required level of fitness and health, or inherent risks (including risks to persons with pre-existing medical conditions), (ii) logistical information (e.g., appointment location, duration, and required or recommended dress and other requirements), and (iii) other information requested by MP). Service Provider shall ensure that all critical and otherwise reasonably necessary information is included in the “Important information” section of the Product Offer. If any logistical information is omitted from a Product Offer, Service Provider shall provide this information to Customer as soon as possible via the Communication Tools. MP reserves the right to introduce Content Modifications in line with [MP Content Guidelines]. Each Product Offer must follow the [MP Content Guidelines], which include standards for accurate descriptions, suitability information, permitted imagery, and brand consistency. Service Provider acknowledges that during the onboarding process, Medic Paradise may manually assist in the creation, formatting, and uploading of the Service Provider Content. Regardless of whether a profile is generated by the Service Provider or manually by MP, no profile or Product Offer shall become active or visible to the public automatically. Medic Paradise enforces a strict approval gate and retains the absolute right, in its sole discretion, to withhold, suspend, manually edit, or reject any profile until all compliance documentation has been reviewed and approved by MP administration.

3.3. Availability. Service Provider must keep its Product Offers, including Services Availability, up-to-date and accurate at all times. Service Provider must delete any canceled or invalid Product Offers immediately. Service Provider is responsible for any Customer claim based on alleged or actual inaccuracies of the Product Offer, including Services Availability, or other Service Provider Content. While MP may offer API integrations or OAuth calendar syncing (e.g., Mindbody, Google Calendar) to assist in managing Services Availability, Service Provider remains solely responsible for the accuracy of their booking schedule. Medic Paradise shall not be held liable for any double-bookings, missed appointments, or scheduling errors resulting from delayed syncing, third-party server outages, or API integration failures.

3.4. Prices. All fees between MP and Service Provider shall be as set forth on the Order, including all timing of payments. MP will set the Retail Price at which Services will be sold to Customers. Each Product Offer must include all Taxes, expenses, fees, charges, and any other amounts, that are applicable to or required for Service Provider to perform the relevant Services (collectively, “Required Fees”). MP may present all Required Fees separately or include all Required Fees in the Retail Price in its sole discretion, and Service Provider may not collect (or attempt to collect) any Required Fees that are not disclosed in the Product Offer, nor any additional fees or payments of any kind. MP may immediately suspend any Product Offer that does not comply with this Section 3.4. MP reserves the right to adjust Retail Prices with 30 days written notice to Service Provider. Price adjustments may be made due to changes in market conditions, cost of services, or other relevant factors. For Wellness Facilities, at least one (1) service or treatment must be designated as VIP-eligible with a discounted price available exclusively to Medic Paradise VIP Members. The Provider retains full discretion to choose which service is discounted and the amount of the discount. Wellness Facilities must display both the standard price and the VIP discounted price for any VIP-eligible service on the MP platform. Medical Facilities may participate in VIP pricing voluntarily but are not required to offer VIP discounts. Medic Paradise is not responsible for funding, subsidizing, or reimbursing any VIP discount.

3.5. Customer Contract. When a Customer indicates it wishes to purchases Services via the MP Site, the Customer will be purchasing such Service Provider Services directly from MP pursuant to the Customer Agreement, MP shall have the right at all times to (i) manage and cancel Bookings, and (ii) make full or partial refunds to Customers, in each case as set forth in this Agreement. MP may decide to reject the conclusion or retention of a Customer Agreement within its sole discretion (e.g., without limitation, in a case of potential fraud or compliance concerns). The purchase for Services is then concluded as between MP and Service Provider through the Service Provider Agreement.

3.6. Payment & Fees. MP will collect payments for Services directly from Customers pursuant to the Customer Agreement based on each Booking. MP will then pay Service Provider directly based on each Booking. MP may use a Payment Service Provider to process payments from Customers and payments to Service Provider. For Wellness Facilities, presence and listing on the MP Site is completely free of charge; Medic Paradise does not charge Wellness Facilities any commissions, referral fees, or lead-generation fees. For Medical Facilities, presence on the MP Site is subject to an active subscription plan as defined in Section 3.7. Service Provider acknowledges and agrees that all payment processing activities shall be conducted in full compliance with all applicable financial regulations, including but not limited to consumer protection laws and anti-money laundering regulations.

3.7. Subscriptions.

3.7.1. Membership Plans. MP provides a subscription service where we offer plans for recurring access to the MP Platform and/or other perks and benefits as applicable and further described in the membership plan program details (each purchase of any such plan, a “Subscription”) and may offer add-on or one-time products or services for sale. Our plan offerings are described on the MP Site and are subject to change.

3.7.2. AUTOMATIC RENEWAL OF SUBSCRIPTION. WHEN YOU PURCHASE A SUBSCRIPTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) MP (OR OUR THIRD PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A RECURRING BASIS (EITHER ANNUALLY OR MONTHLY AS DESCRIBED IN THE CHOSEN PLAN AND AS APPLICABLE AND WITHOUT NOTICE TO YOU UNLESS REQUIRED BY APPLICABLE LAW), FOR THE PRICE OF YOUR CHOSEN SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES SET FORTH DURING THE PURCHASE PROCESS) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, AND (B) YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR WE SUSPEND OR TERMINATE THE SUBSCRIPTION. INSTRUCTIONS FOR CANCELING YOUR SUBSCRIPTION ARE DESCRIBED BELOW. THE INITIAL RECURRING CHARGES AND FREQUENCY OF CHARGES FOR YOUR SUBSCRIPTION WILL BE SET FORTH DURING THE PURCHASE PROCESS ON AN ORDER. THE AMOUNT AND FREQUENCY OF WHICH YOU ARE CHARGED MAY VARY DEPENDING ON THE PREFERENCES YOU SELECT, AND WE MAY ADJUST SUCH RECURRING CHARGES FROM TIME TO TIME IN ACCORDANCE WITH SECTION 3.3 ABOVE.

3.7.3 SUBSCRIPTION CANCELLATION POLICY. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME AT LEAST THIRTY (30) DAYS PRIOR TO THE ORDER INVOICE DATE SHOWN IN YOUR ONLINE ACCOUNT BY CANCELLING THROUGH YOUR ONLINE ACCOUNT OR BY EMAILING INFO@MEDICPARADISE.COM. ANY CANCELLATION RECEIVED WITH LESS THAN THIRTY (30) DAYS UNTIL THE NEXT BILLING DATE WILL NOT BE EFFECTIVE UNTIL THE FOLLOWING BILLING PERIOD. YOU ARE RESPONSIBLE FOR ALL CHARGES (INCLUDING ANY APPLICABLE TAXES AND OTHER CHARGES) INCURRED WITH RESPECT TO ANY ORDER PROCESSED PRIOR TO THE CANCELLATION OF YOUR SUBSCRIPTION.

3.8. Changes. Customers may occasionally make mistakes when making a Booking. Subject to Services Availability, MP may change the date, time, language, or services, for a Booking after a Customer has made the Booking; provided, however that all Bookings shall require the approval of Service Provider including any material changes.

3.9. Chargebacks and Disputes. If a Chargeback or other payment failure occurs before Service Provider provides a Service, MP will inform Service Provider and cancel the Booking.

4. Cancellations; No Shows 

4.1 Customer Cancellations. 

Service Provider will not directly accept cancellations, request of payments, rescheduling or refunds of Bookings from Customers; all cancellations, request of payments, rescheduling or refunds must be made by a Customer through the MP Site or MP’s customer service department pursuant to the following cancellation policy:

Basic Customer Cancellation Policy Wellness Facility:

1. More than 24 hours before the scheduled Retreat: Cancellations are governed solely by Service Provider Terms & Conditions.

2. Less than 24 hours before the scheduled Retreat: No refund and a $15 administrative fee will be issued, in addition to any cancellation or no-show terms imposed by the Service Provider. Medical Facility:

3. 45 days prior to the scheduled Retreat: Customer is eligible for a full refund, less a non-refundable administrative fee of $150, in addition to any terms imposed by the Service Provider.

4. 15 to 29 days prior to the scheduled Retreat: Customer is eligible for a 50% refund, less a $150 administrative fee, in addition to any terms imposed by the Service Provider.

5. Less than 15 days prior to the scheduled Retreat: No refund will be issued.

VIP Customer Cancellation Policy Wellness Facility:

1. Cancellations are governed solely by Service Provider Terms & Conditions. Medical Facility:

2. 45 prior to the scheduled Retreat: Customer is eligible for a full refund, less a non-refundable administrative fee of $75, in addition to any terms imposed by the Service Provider.

3. 15 to 29 days prior to the scheduled Retreat: Customer is eligible for a 50% refund, less a $75 administrative fee, in addition to any terms imposed by the Service Provider.

4. Less than 15 days prior to the scheduled Retreat: No refund will be issued.

Service Provider acknowledges and agrees that MP shall be entitled to deduct any applicable refunds from the amounts otherwise payable to the Service Provider for such Booking. In the event that payment has already been made to the Service Provider, Service Provider agrees to promptly reimburse MP the refunded amount upon invoice. Service Provider agrees MP may apply administrative fees for cancellations and no-shows in accordance with Medic Paradise Customer Terms. Service Provider will not charge additional cancellation fees beyond those disclosed in the MP listing.

(i) Force Majeure and Discretionary Refunds. In documented cases and in the event that Service Provider cancels Services because of a Force Majeure Situation (e.g., natural disasters, medical emergencies, or other extenuating circumstances), Service Provider must notify MP’s customer service department immediately. A Customer may cancel a Booking if a Force Majeure Situation occurs at the travel destination, regardless of whether or not Service Provider continues to provide Services during the affected period of time. In circumstances deemed by MP to be force majeure, or if Service Provider or Customer cancels a Booking in connection with a Force Majeure Situation, MP reserves the right, in its sole discretion, to issue full or partial refunds to Customers, regardless of the cancellation schedule above. Service Provider shall fully cooperate with MP and shall not dispute any such decision made in good faith.

(ii) Provider Cancellations or Service Failures. If the Service Provider cancels a Booking or otherwise fails to deliver Services in accordance with the Agreement, MP will issue the Customer a full refund and may charge the Service Provider liquidated damages equal to fifty percent (50%) of the Retail Price for each affected Customer, unless such cancellation is due to a documented Force Majeure Situation and approved by MP in writing.

(iii) No Shows. If a Customer fails to appear for the Retreat without prior cancellation (“No Show”) and there are no extenuating circumstances, the Booking will be treated as a Completed Booking for purposes of payment. If in the sole judgment of MP there are extenuating circumstances, MP may give the Customer a Full Refund in its sole discretion.

4.2. Provision of Services. Service Provider will provide Services in accordance with the Product Offer, all Laws, in good faith, and consistent with best practices and standards in Service Provider’s industry or practice. Service Provider may only subcontract performance of the Services (in part or in whole) with the prior written consent of MP, which may be withheld in MP's sole discretion. Any approved subcontractor must meet all qualifications and requirements applicable to Service Provider under this Agreement.

4.3. Failure to Provide Services. If Service Provider cancels a Booking or otherwise fails to provide Services to a Customer as required by a Booking, MP will give the Customer a Full Refund. Service Provider acknowledges that its cancellation or other failure to provide Services, damages MP’s goodwill and reputation and causes MP to incur additional customer service expenses. Accordingly, if MP determines that the cancellation or failure to provide Services was not justifiable (e.g., the result of a Force Majeure Situation), MP shall be entitled to a cancellation fee from Service Provider (as liquidated damages and not as a penalty), equal to fifty percent (50%) of the Retail Price of the Services for each affected Customer, which MP may: (i) deduct from any future payment due to Service Provider hereunder, or (ii) if no future payments to Service Provider are due hereunder, issue Service Provider an invoice for such percentage of the Retail Price of the Services. The Parties acknowledge and agree that it would be impractical to estimate the amount of damages that could arise out of Service Provider’s cancellation or other failure to provide Services, and agree that the amount of liquidated damages described above is a reasonable estimate of the actual damages that MP would suffer and incur as a result of such cancellation or failure to provide Services. MP may, at its sole discretion, opt not to deduct (or invoice) this amount, or to deduct (or invoice) a lesser amount, if Service Provider provides an alternative but equivalent Service at the same date to the affected Customers. For the avoidance of doubt, a cancellation resulting from Service Provider’s failure to provide accurate Services Availability information on the MP Site shall constitute a failure to provide Services for purposes of this section. In addition to the remedies stated above, MP may terminate this Agreement for Service Provider’s material breach if Service Provider fails to provide Services as outlined in this Agreement.

5. Payment.

5.1. MP’s Payment. MP will collect all fees and other payments directly from Customer in connection with a Booking. Service Provider will keep confidential from Customer all Service Provider fees payable by MP to Service Provider for Services and MP reserves the right to charge Customer fees for the Services in its sole discretion.

5.2. Payment to Service Provider. Following the confirmed delivery of the Services to the Customer, MP will release payment to the Service Provider via the agreed-upon payment method. To ensure compliance, Service Provider payouts are subject to a time-locked attestation; payout requests may only be initiated twenty-four (24) hours after the scheduled appointment time. Service Provider must explicitly attest that the service was fully rendered. Any attempt to submit a completion attestation for an unrendered or canceled service constitutes a material breach of this Agreement and will result in the immediate and permanent revocation of standard payout schedules, permanently shifting the Service Provider’s account to a Net-30 monthly release schedule, alongside potential termination. All payments shall be made in USD. For payments involving foreign currencies, the exchange rate will be calculated using the current market rate on the date of payment, with any conversion fees to be borne by the Service Provider.

5.3. Transaction Fees; Deductions. As the merchant of record, MP calculates and passes standard credit card processing fees directly to the Customer at checkout as a platform convenience fee, ensuring these specific checkout processing fees are not deducted from the Service Provider's Retail Price. However, Service Provider shall bear any standard financial institution or third-party transfer fees (e.g., standard Stripe Connect payout routing fees) required to deposit the final remitted funds into the Service Provider’s Payment Account. MP may deduct from any payment to Service Provider the costs of refunds made to Customers, replacement services provided to Customers, or other amounts that Service Provider is required to pay to one or more MP Parties, or to reimburse the same, under this Agreement.

5.4. Taxes.

(i) Taxes on Retail Price. MP is responsible for the payment of all Taxes due for the sale of all Services through the Platform, which shall be calculated based on the Retail Price and passed on to Customer. MP is not responsible for any Taxes relating to payments to Service Provider.

(ii) Tax Reporting. Service Provider is solely responsible for determining its obligations to collect Taxes and for reporting and/or remitting such Taxes to the appropriate governmental entity or entities. If the government governing Service Provider’s Taxes requires MP to collect any additional Taxes on Service Provider’s behalf, Service Provider will inform MP regarding the applicable rate(s) and the Parties will cooperate to establish a method for such collection. If at any time MP determines that it is required to collect or deduct Taxes relating to any Services, either on its own or on Service Provider’s behalf, it will inform Service Provider and collect or deduct such Taxes.

(iii) Service Provider Obligations. Upon request from a MP Party, Service Provider will, within five (5) business days: (i) provide the MP Party with Service Provider’s valid tax identification or registration numbers to demonstrate that Service Provider is a registered taxpayer in jurisdictions where Services are taxable, (ii) issue a valid Tax invoice to the MP Party in relation to any specified Services, (iii) provide documentation to the MP Party substantiating that Service Provider remitted tax on such Services (including copies of returns, workpapers, and supporting transaction data reports), and (iv) provide other cooperation as requested to confirm Service Provider’s compliance with Tax obligations. Such information requests may be made directly to the Service Provider or via the MP Site.

(iv) Tax on Payments. In the event a jurisdiction imposes VAT (or other Tax) on any payment, MP is authorized to and will deduct the amount of such VAT (or other Tax) from payments due to Service Provider. Service Provider is responsible for determining if any tax credit is available for payment of this VAT (or other Tax) on the payment. MP reserves the right to validate Service Provider’s VAT (or other Tax) registration number.

(v) Withholding Tax. All payment amounts due to MP under this Agreement will be free of any deduction or withholding tax (or equivalent), as may be required by Law. If any such withholding tax (domestic or cross-border) is required, Service Provider will be responsible to pay such amounts in addition to the payment, such that the net amount received by MP is equal to the amount due without any deduction. MP will provide Service Provider with any available tax forms and/or certificates that may be required in order for Service Provider to reduce or eliminate any withholding tax in respect of any amounts under this Agreement.

(vi) Disclosure. In accordance with Law, and notwithstanding anything to the contrary contained herein, MP may disclose Service Provider information to a tax authority without notice to Service Provider before or after the disclosure. (vii) Failure to Comply. Any failure by Service Provider to comply with the requirements of this section may result in the temporary or permanent suspension of Service Provider’s Services from the MP Site.

5.5. Payment Withholding. MP may postpone, withhold, or set-off, payments due to Service Provider hereunder in case Service Provider has failed to comply with providing mandatory information as listed in Section 2.1 and Section 5.4 of these Service Provider Terms.

5.6. MP Service Fee and Concierge Fee. Service Provider agrees that MP may, in addition to the Retail Price or medical quote provided by the Service Provider, charge an MP Service Fee or concierge fee directly to the Customer. This fee compensates MP for its facilitation, concierge, and pathway services, and will be retained entirely by MP. Service Provider shall not interfere with or attempt to circumvent this fee.

6. Customer Relations.

6.1. Customer Communications. Service Provider may not directly or indirectly: (i) encourage a Customer to book a Service outside the MP Site, (ii) refer a Customer to any other Service provider, website, or platform, including Service Provider’s own affiliated Service provider, website, or platform, or (iii) take or permit any other action to circumvent or negatively affect the MP Site or the payment of the Retail Price to MP. If prospective Customers, who initiated communication through the MP Site, ask to book a Service outside the MP Site, Service Provider will refer them at all times to the MP Site.

6.2. Invoices. Service Provider will provide to MP an invoice for Services via the Communication Tools which MP may pass on to Customer in MP’s discretion. The invoice must comply with all requirements of MP, including, without limitation, all Tax requirements. Invoices shall be paid within thirty (30) days of receipt. Recurring payments for ongoing services shall be due on the first business day of each calendar month, with invoices submitted no later than five (5) business days prior to the payment due date.

6.3. Service Levels & Business Conduct. Service Provider agrees to act with at least the care of an ordinary and reasonable business person towards all Customers. Service Provider agrees that the pricing, Services Availability, amenities, and restrictions for Services offered via the MP Site will be equal to or better than those made available through Service Provider’s or its Affiliates’ own business and online presence. Potential Customers and Customers who book a Service through the MP Site will be treated at least as well as Customers that book through Service Provider’s or its affiliates’ own online presence. Service Provider must honor Medic Paradise VIP benefits only for the member of record. VIP benefits are non-transferable and cannot be applied to friends, family, or third parties. Service Provider acknowledges that MP has provided them with access to MP’s written responsible tourism onboarding guidelines included in the MP Content Guidelines found on the MP Site, which sets forth guidelines for MP's action and behavior relating to ethical and responsible standards of behavior, including, without limitation, those dealing with human rights (e.g., child labor, modern slavery), environmental protection, sustainable development, and bribery and corruption, and as further detailed in MP Content Guidelines. During the term of this Agreement, Service Provider shall conduct business and shall ensure that any person under its control (including its own workforce and its supply chain) conducts business, in a manner consistent with MP's responsible tourism guidelines and all Laws and regulations relating to the subject matter thereof. If Service Provider fails to meet the conditions laid out in this clause, MP may terminate this Agreement pursuant to 16.3 and 16.4. Service Provider must verify customer identity using government-issued photo ID prior to treatment or service delivery. (Valid ID includes passport, national ID card, driver's license, or state-issued identification card.) Service Provider acknowledges that MP's responsible tourism guidelines and other platform guidelines may be updated from time to time. Service Provider agrees to comply with all current and future versions of these guidelines as they are updated and understands that failure to comply with updated guidelines may result in termination of this Agreement. Service Provider agrees to maintain high-quality service standards that include: (a) Consistent and reliable service delivery meeting or exceeding industry best practices, (b) Adherence to professional performance metrics, (c) Maintaining appropriate qualifications and training for all personnel, (d) Ensuring customer satisfaction through prompt and professional service, and (e) Continuous improvement of service quality through regular performance reviews and customer feedback mechanisms.

6.4. Personnel Conduct. Service Provider is solely responsible for the conduct of its personnel in connection with Customers or other persons. Service Provider shall not, and shall ensure that its personnel shall not, discriminate against or harass any Customer, including, on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation.

6.5. Customer Requests. MP will handle and respond to requests or complaints from Customers regarding the Services, complaints about Service Provider personnel, and requests for refunds. Service Provider shall fully cooperate with MP in resolving any such matters and shall implement any reasonable corrective measures requested by MP within the timeframe specified by MP. MP will communicate Customer requests to Service Provider as applicable and as necessary. Service Provider shall use best efforts to respond to MP regarding a Customer complaint as soon as possible. In the event of Service Provider’s noncompliance with the service levels in Section 6.4 or any material irregularity, complaint, or nonconformity with a Product Offer and the Services, MP (or the applicable MP Party) may at its sole discretion: (a) give the Customer a Full Refund or partial refund, and/or (b) provide the Customer alternative services (of an equal or better standard than the Services) and deduct the cost of such replacement services from a future payment to Service Provider. If MP (or an applicable MP Party) gives a Customer a partial refund, the amount paid to Service Provider will be reduced accordingly.

6.7. Reviews. After a Booking has been completed, the Customer will have the opportunity to review the Services on the MP Site using MP's review system. The aim of the review system is to gather meaningful and accurate feedback regarding the Services and Service Provider in areas such as performance, reliability, and trustworthiness. Reviews can be viewed by any user of the MP Site. All review content is exclusively licensed to MP or the applicable MP Party. Service Provider may not use or distribute any reviews from the MP Site that include Customer Personal Data. The reviews on the MP Site have been created by Customers and will not be verified by MP for accuracy. Service Provider is prohibited from manipulating the review system in any manner, such as writing a review about any Services or instructing a third party to do so.

6.8. VIP Membership. Service Provider acknowledges and agrees that VIP Memberships, VIP pricing, and all VIP cancellation or modification requests are managed exclusively by Medic Paradise and the Customer. Provider shall not manage, process, or accept requests related to VIP Membership enrollment, cancellation, or benefits.

7. Marketing.

7.1. MP Obligations. MP will promote and market the Services in its sole discretion and will bear the cost of its promotion and marketing efforts. In order to promote the Services, MP may use the Service Provider Content and Service Provider Marks in offline and online marketing, including without limitation email marketing, broadcast or pod-cast marketing, social media advertising, and pay-per-click advertising. MP will, in its sole discretion, determine whether and how to promote the Services and Product Offers on the MP Site or elsewhere, including position and ranking in search results. Notwithstanding anything to the contrary herein, MP may offer a Service at a price lower than the Retail Price stated in a Product Offer, provided that any previously agreed amount to be paid to Service Provider shall not be affected.

7.2. Service Provider Obligations. Service Provider must offer Services under its generally-used company and brand name. The Product Offer or other Service Provider Content may not state or convey the impression, directly or indirectly, that: (i) MP provides the Services, (ii) MP has tested the quality of the Services, or (iii) MP otherwise endorses Service Provider or the Services.

7.3. Service Provider Communications. Service Provider shall not directly or indirectly (e.g., through an affiliate or agent) engage in any marketing, promotional, or similar communications with any Customer without such Customer’s prior consent. Without limiting the foregoing, Service Provider shall not include any marketing or promotional content in any confirmation or other communication sent to Customers. Service Provider acknowledges that the transmission of communications in violation of this section constitutes both a material breach of this contract as well as a potential violation of Data Protection Laws, including GDPR. In case Service Provider replies to a Customer Review, please follow our “reply to” guidelines as may be available on the MP Site.

7.4. Development. MP may share Service Provider Content and information and data relating to Service Provider and the Services with third-party marketing services to promote the Services and with other third parties as necessary to further develop the MP Site (including its interfaces to third party products and services). For example, MP may transfer the necessary data to: (i) promote the Services via map providers, directories, search engines, or digital assistants, or (ii) develop and implement relevant interfaces between the MP Site and such products and services.

8. Compliance. 

Service Provider shall render all Services in compliance with all Laws, including: (i) fire and safety laws, (ii) consumer protection laws, (iii) information and consultation laws, (iv) licensing laws, (v) health and hygiene laws and regulations (including any laws or regulations relating to COVID-19 or any other communicable disease), (vi) Wellness Facilities must ensure compliance with wellness, spa, massage therapy, cosmetic treatment, and alternative therapy regulations applicable in their jurisdiction, and (vii) other laws related to the Services or Service Provider’s business. Service Provider acknowledges that MP reserves the right to monitor and audit Service Provider's activities to ensure compliance with MP's guidelines and standards. Upon request by a MP Party, Service Provider will provide, within five (5) business days: (a) copies of all registrations, licenses, permits, approvals, and authorizations related to Service Provider or the Services, and (b) documentation demonstrating compliance with Laws. In the event of alleged non-compliance of the Services, Service Provider shall promptly cooperate, at its own expense, with any investigation by administrative authorities or associations.

8.1. Audit Rights. Medic Paradise may, upon reasonable notice, request documentation or conduct verification to confirm that Service Provider maintains valid licenses, certifications, and insurance required by applicable law. Provider agrees to cooperate with any such compliance review.

9. Intellectual Property.

9.1. Service Provider Content. Service Provider grants to MP a non-exclusive, sublicensable (through one or more tiers), worldwide, fully-paid and royalty-free license, in any and all media now known or hereafter discovered or developed, to use, reproduce, adapt, translate, make derivative works of, modify, publicly display, publicly perform, transmit, and distribute the Service Provider Content including: (i) on or through the MP Site, (ii) in online and offline marketing materials, and (iii) as otherwise contemplated by this Agreement or agreed by the Parties. Service Provider is solely responsible for the Service Provider Content, and may provide only Service Provider Content that it either owns or otherwise has the right to provide to MP under the Service Provider Terms. Service Provider shall not provide Service Provider Content that is, contains, or references Prohibited Content. MP may remove from the MP Site any Service Provider Content that, in MP’s good faith determination, does or may violate this Agreement or Law. Alternately, MP may request Service Provider to correct any such non-conforming Service Provider Content within two (2) days of notice. To assist consumers who speak different languages, MP may translate (or have translated) Service Provider Content, in whole or in part, into other languages. MP cannot guarantee the accuracy or quality of such translations. In no event, will MP act as a translator between Service Provider and Customer. If Service Provider becomes aware of an inaccuracy in a Product Offer or other Service Provider Content, including that may have been caused through a translation, Service Provider shall inform MP immediately.

9.2. Service Provider Marks. Service Provider grants to MP a non-exclusive, sublicensable (through one or more tiers), paid-up, royalty-free license to use the Service Provider Marks to market the Services. MP’s use of the Service Provider Marks shall inure solely to the benefit of Service Provider and will not create any right, title, or interest for MP in the Service Provider Marks other than the license granted under this Agreement.

9.3. Retention of Rights. The Service Provider Content and Service Provider Marks, and all worldwide Intellectual Property Rights therein, are the property of Service Provider (and its suppliers). All rights in and to the Service Provider Content and Service Provider Marks not granted to MP are reserved by Service Provider (and its suppliers). Upon termination of this Agreement, Service Provider shall immediately cease using any MP Content, and MP shall cease using Service Provider Content except as necessary to fulfill existing Bookings or as required by law. All licenses granted herein shall automatically terminate, with MP required to remove or destroy Service Provider Content within 30 days of termination, except for archival purposes as required by law.

9.4. MP Materials. The MP Content and MP Site, and all worldwide Intellectual Property Rights therein, are the exclusive property of MP (and its suppliers). Service Provider may not use, copy, store, reproduce, adapt, translate, modify, distribute, publicly display, publicly perform, transmit, or otherwise exploit any MP Content, or any MP trademark, logo, or slogan, during or after the term of this Agreement, without MP’s prior written consent.

9.5. Restrictions. Service Provider agrees not to directly or indirectly: (i) use any robot, spider, crawler, scraper or other automated means or process to access, collect data or other content from, or otherwise interact with the MP Site for any purpose; (ii) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented to protect the MP Site; (iii) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the MP Site; (iv) take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the MP Site; (v) use the MP Site for competitive purposes, including to develop or enhance a service or product; or (vi) encourage or assist any third party to do any of the foregoing.

9.6. Feedback. As a user of the MP Site, you may provide suggestions, comments, feature requests or other feedback to any of MP Content or the MP Site (“Feedback”). Such Feedback is deemed an integral part of the MP Content and MP Site, and as such, it is the sole property of MP without restrictions or limitations on use of any kind. MP may either implement or reject such Feedback, without any restriction or obligation of any kind. You (i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (ii) irrevocably assign to MP any right, title and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights, worldwide, in or to such Feedback.

9.7. Artificial Intelligence and Automated Processing. The Parties recognize that the use and adoption of artificial intelligence ("AI") technologies have grown increasingly widespread in a digital economy. MP may use AI technologies and automated processes to analyze, categorize, enhance, modify, edit, or otherwise process Service Provider Content. This may include, but is not limited to, the use of AI for translation, content moderation, content revisions, data analysis, and personalization of user experiences. Service Provider acknowledges and agrees that such automated processing and use of AI technologies may result in Content Modifications, and that MP is not responsible for any inaccuracies or errors introduced by the use of such AI technologies and automated processes. Service Provider hereby grants MP the right to use existing and future-developed AI technologies for the foregoing purposes, as well as any data derived from the use of AI technologies and automated processes on Service Provider Content for the purpose of improving MP's services, AI algorithms, and automated processes.

10. Representations and Warranties; 

Compliance. 10.1. Mutual. Each Party represents and warrants that: (i) the person executing this Agreement on its behalf is authorized to bind it to this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of such Party hereto enforceable against it in accordance with its terms.

10.2. By Service Provider. Service Provider represents and warrants that: (i) it is the owner of the Service Provider Content, or otherwise has the right to provide the Service Provider Content to MP under this Agreement, (ii) the Service Provider Content does not violate any Law or the Intellectual Property Rights or privacy rights of any third party, (iii) all information with regard to any Product Offer is and shall remain to be true, accurate, and not misleading, (iv) all Services shall be rendered in compliance with, and Service Provider shall operate its business in compliance with, Law and industry-standard safety standards, (v) Service Provider has and will maintain during the term of this Agreement (and thereafter until all Bookings have been fulfilled) all registrations, licenses, permits, approvals, and authorizations required by Law relating to Service Provider’s business and the provision of Services, (vi) any Service Provider personnel providing Services possess sufficient skills, training, qualifications, experience, licenses, and permits to perform those Services in a professional manner consistent with Law and industry best practices, (vii) Service Provider acknowledge full clinical responsibility and understand MP does not provide medical advice, consultation, or clinical oversight, (viii) Service Provider agrees not to make false, misleading, or unsubstantiated health or medical claims, and will not represent wellness or aesthetic services as medical treatment unless legally permitted and supported by qualified licensed professionals. Provider agrees to comply with all advertising, consumer protection, healthcare, and wellness regulations, and (vii) Service Provider will maintain at all times insurance in accordance with Section 12 herein. In the event of any serious adverse event, complication, medical emergency, or significant incident arising from services provided to a Customer, Medical Facility shall notify Medic Paradise within 24 hours of becoming aware of the event, subject to applicable privacy laws, while maintaining patient confidentiality.

11. Indemnification. 

Service Provider agrees to defend, indemnify, and hold harmless, MP, and each and all of MP’s members, managers, officers, directors, equityholders, employees, contractors, agents, attorneys, and accountants (collectively, the “MP Parties” and each an “MP Party”), from and against any and all claims, demands, losses, judgments, damages (including potential loss of revenue, harm to brand or corporate reputation, or increased expenses) fines, penalties, settlements, expenses, and liabilities, actual and potential (including reasonable attorneys' fees, costs and expenses), whether or not involving a third-party (each, a “Claim”), in connection with, relating to, or arising out of (a) the use, mis-use, abuse, of the MP Site or services by you or any of your affiliates, associates, representatives, or employees, (b) failure to properly use or limit any of the services, including any breach of the Service Provider Terms or this Agreement, by you or any of your affiliates, associates, representatives, or employees, or (c) any result any of the foregoing may have on any MP Party, or any of your customers, patients, or any other third party, including without limitation any violation of the rights of any MP Party or any other person or entity. Without limiting the foregoing, Service Provider shall assume the defense of such claim at its own expense, as soon as such Claim is tendered, using nationally recognized counsel reasonably satisfactory to the Indemnified Party, and shall pay all costs associated with the defense, including attorneys’ fees and expenses. MP Parties: (i) may, at their option participate in the defense such claim; and (ii) shall have the right to approve any settlement agreement if the settlement includes or results in any admission, obligation, or liability on behalf of any of the relevant MP Parties or purports to judicially bind any of the relevant MP Parties. Notwithstanding the foregoing, in the event of a Service Provider Content Infringement Claim: (a) Service Provider shall keep the relevant MP Parties fully updated with Service Provider’s handling of such Claim, and (b) if Service Provider has not resolved or made significant progress in resolving a Service Provider Content Infringement Claim within 15 days after notice of such claim, the relevant MP Parties may, at their option, assume control over the defense of such claim at Service Provider’s expense (including, without limitation, the fees and expenses of all legal counsel) to resolve the Service Provider Content Infringement Claim.

12. Insurance. 

During the term of this Agreement (and thereafter until all outstanding Bookings have been fulfilled), Service Provider shall maintain the following insurance from reputable insurance companies authorized to do business in Service Provider’s jurisdiction. The types of insurance required are as follows, with coverage limits that are consistent with industry standards for similar businesses in Service Provider’s jurisdiction and sufficient to cover Service Provider’s indemnification obligations under this Agreement:

(i) Commercial General Liability Insurance covering risks related to Service Provider’s business and the Services that shall cover bodily injury, personal injury, and property damage arising from the Service Provider Services, with coverage limits consistent with industry standards. The policy will be written on an occurrence form for an appropriate value in light of the nature of the Services, Service Provider’s location, and industry standards; (ii) Workers’ Compensation Insurance as required by Law, covering all employees engaged in work under this Agreement with limits not less than the statutory requirements; (iii) Cyber Liability Insurance with limits consistent with industry standards; (iv) Umbrella/Excess Liability Insurance (if consistent with industry standards for Service Provider’s business type) providing coverage excess of the primary commercial general liability, automobile liability, and employer’s liability policies; (v) For Service Providers providing medical services: Professional Liability Insurance, also known as medical malpractice insurance, which must cover any claims arising from Service Provider’s provision of medical services, with coverage limits consistent with industry standards for medical facilities in the applicable jurisdiction. Medical Facilities acknowledge full clinical responsibility and understand MP does not provide medical advice, consultation, or clinical oversight. (vi) For Service Providers providing wellness services: Professional Liability Insurance covering claims arising from Service Provider’s provision of wellness, aesthetic, or therapeutic services, with coverage limits consistent with industry standards for wellness providers in the applicable jurisdiction. Wellness Facilities acknowledge full responsibility for all treatments provided and understand MP does not provide wellness advice, consultation, or oversight. (vii) For Service Providers providing transportation services: If one or more automobiles is used in the performance of Services, Service Provider shall maintain Automobile Liability Insurance with limits consistent with industry standards (combined single limit per accident); (viii) For Service Providers providing accommodation services: Commercial General Liability Insurance covering risks related to Service Provider's hotel operations, including but not limited to bodily injury, personal injury, property damage, premises liability, operations liability, products/completed operations liability, and innkeeper's liability, with coverage limits consistent with industry standards. The policy must be written on an occurrence form and include coverage for food and beverage operations, swimming pools and recreational facilities (if applicable). The policies must extend to indemnification claims tendered by the MP Parties. Service Provider must ensure that insurance policies are compliant with all applicable HIPAA regulations. Service Provider will add the MP Parties as additional insureds to such insurance policies. Service Provider must provide via the Service Provider MP Site: (a) detailed information about the insurance provider and the insurance expiration date, and (b) update the insurance information whenever Service Provider changes its insurance or the prior certificate expires. Service Provider must inform MP regarding any change in the required insurance policies, including non-renewal thereof. Upon request, Service Provider shall provide MP a copy of the applicable insurance policy and proof of payment of the relevant premiums.

13. Limitation of Liability.

Disclaimers 13.1. Limitation of Liability. MP shall be liable to Service Provider solely for (i) any damage to Service Provider‘s life, body, or health due to MP’s willful or grossly negligent act, and (ii) any damages to Service Provider due to MP’s breach of its material obligation under the Agreement. In case of MP’s breach of its material obligation due to simple negligence, MP’s liability shall be limited to foreseeable damages typical for the type of contract. For purposes of this section, the term “material obligation” is any obligation whose fulfilment is essential for MP’s proper performance of this Agreement and on whose compliance Service Provider may regularly rely. Any further liability for damages is excluded. Without limiting the foregoing, MP shall not be liable for damages that occur due to interruptions or restrictions of the operation of the MP Site that relate to necessary maintenance work, force majeure, or other events for which MP is not responsible. MP shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen if proper and regular data backup measures had been taken.

13.2. Disclaimers. TO THE FULLEST EXTENT ALLOWED BY LAW AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, MP MAKES, AND MP HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE ACTIVITIES AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. This includes, but is not limited to, the use of AI tools and automated processes. The MP Site and MP Content are provided “as is,” without warranty of any kind, either express or implied. Without limiting the foregoing, MP does not warrant that: (i) the MP Site will meet any or all of Service Provider’s requirements or that performance of the MP Site will be uninterrupted, virus-free, secure, or error-free, or (ii) the MP Content will be complete, accurate, free from technical defects, or free from changes by unauthorized third parties. MP is not responsible for the accuracy or completeness of Customer-related data. MP does not guarantee that Service Provider will sell a minimum amount of Services through the MP Site. MP reserves the right to change, supplement or remove the contents of the MP Site, as well as its structure and function, at any time without notice at its own discretion.

14. Data Protection.

14.1. Data Protection. With regard to Customer Personal Data, both MP and Service Provider act separately as data controllers. Customer Personal Data collected by MP may only be transferred to Service Provider to the extent necessary for the performance of the Services and in compliance with data protection transfer mechanism. Service Provider shall comply with all applicable Data Protection Laws when processing (including accessing, collecting, storing, transferring and deleting) Customer Personal Data. Service Provider shall maintain adequate security procedures and controls to prevent the unintended disclosure of, the unauthorized access to, or misappropriation of, any Customer Personal Data. Upon MP’s request, Service Provider will provide evidence that Service Provider has established and maintains technical and organizational security measures governing the processing of Customer Personal Data in accordance with this section. MP shall have the right to audit Service Provider's compliance with data protection and confidentiality obligations through on-site inspections or independent third-party audits, with reasonable prior notice. If Service Provider engages any subcontractors to process Customer Personal Data, Service Provider shall: (i) ensure such subcontractors are bound by written agreements that impose at least the same level of data protection, confidentiality, and security obligations as contained in this Agreement, (ii) remain fully liable for the actions of such subcontractors, and (iii) provide MP with prior written notice and obtain MP's written consent before engaging any subcontractors. Service Provider shall ensure that subcontractors comply with all applicable Data Protection Laws and maintain the same standard of data protection and confidentiality as required of Service Provider under this Agreement. Service Provider shall protect Customer Personal Data using industry-standard encryption methods, including but not limited to: (a) AES-256 encryption for data at rest, (b) TLS 1.2 or higher for data in transit, and (c) secure key management practices. Encryption must be applied to all Customer Personal Data during storage, transmission, and processing. Service Provider shall immediately notify MP in writing of any data breach involving Customer Personal Data within 24 hours of discovery. The notification must include details of the breach, its potential impact, and the immediate steps taken to mitigate the breach and prevent future occurrences. Service Provider's access to Customer Personal Data shall be strictly limited to: (i) the minimum necessary to perform the Services, (ii) purposes directly related to fulfilling Customer bookings, and (iii) as explicitly authorized by MP. Service Provider shall not access, use, or retain Customer Personal Data for any other purpose, including marketing, sales, or any unauthorized secondary uses. Any deviation from these access limitations is prohibited and shall constitute a material breach of this Agreement.

14.2. Payment Processing. Service Provider authorizes the Payment Service Provider, and any other third party authorized by MP, to process data required to transfer funds to and from Service Provider accounts, or as otherwise required to operate the MP Site.

15. Term and Termination.

15.1. Term. This Agreement shall remain in effect until terminated in accordance with its terms. Neither Party shall be liable to the other for any damages resulting solely from termination as permitted herein.

15.2. Termination without Cause. Either Party may terminate this Agreement, in its sole discretion, in whole or in part at any time, without cause, effective upon thirty (30) days’ notice (with email being sufficient). A deactivation of the Service Provider Account equals a termination.

15.3. Termination for Cause. Either Party may terminate this Agreement by written notice to the other if the other Party breaches or is in default of any obligation hereunder, which breach or default is incapable of cure or which, being capable of cure, has not been cured within fifteen (15) days after receipt of notice of such breach or default (or such additional cure period as the non-defaulting Party may authorize in writing). A termination can be done automatically by using the appropriate function in the Service Provider Account. A deactivation of the Service Provider Account equals a termination.

15.4. Other Remedies. In addition to the remedies stated above, if MP reasonably believes that Service Provider is in breach of this Agreement, or that Customers or other suppliers are at risk from Service Provider’s actions, MP may take one or more of the following actions: (i) issue a warning to Service Provider, (ii) remove Product Offers or other Service Provider Content from the MP Site, (iii) temporally restrict Service Provider’s use of the MP Site, (iv) cancel some or all Bookings and give any affected Customers a Full Refund, regardless of the normal cancellation policies, (v) stop accepting Bookings, and (vi) withhold payout of Service Provider’s Completed Bookings. In addition, if MP determines that the Services are associated with an excessive number of Chargebacks or fraudulent transactions, or any other severe defect, MP may temporarily remove the associated Product Offers.

15.5. Effect of Termination. The terms of this Agreement, except Sections 2.2, 3.7, 7.1 15.2, and 15.3, shall remain in effect until all Remnant Bookings are resolved (i.e. all Remnant Bookings have either become Completed Bookings or have been cancelled), provided however that MP shall make no new Bookings after the termination date of this Agreement. At MP’s option, MP may cancel some or all Remnant Bookings and offer affected Customers either a Full Refund or alternative services. Any Remnant Booking that is not cancelled will be performed as scheduled. Sections 9.1 and 9.2 will survive termination of this Agreement for 90 days with respect to materials provided to marketing resources. Once all Remnant Bookings are resolved, MP will remove all Service Provider Content and Service Provider Marks from the MP site, and Sections 4.4, 9.1 (solely with regard to marketing materials created prior to the termination of the Agreement), 9.3, 9.4, 11, 13, 14, 15.5, 17.2, 17.6-17.8, and Appendix A shall continue to survive termination of this Agreement.

16. Governing Law and Jurisdiction; Class Action Waiver and Mandatory Arbitration.

16.1. Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States without regard to conflicts of laws principles of any jurisdiction. Any Dispute arising out of or relating to the Agreement will be resolved in accordance with this Section 16.1. Either Party may initiate the dispute resolution procedure of this Section 16.1. by written notice of a Dispute to the other Party.

16.2. Negotiations. In the event of any Dispute, the Parties agree to first attempt to resolve the matter through good faith negotiations. Each party will nominate an executive or other representative who will meet to try to resolve the Dispute. If the Parties are unable to resolve such Dispute within thirty (30) Business Days after such Dispute was first referred to them, either Party may submit the Dispute for resolution by arbitration under Section 16.3.

16.3. Arbitration. All disputes, claims, or controversies arising out of or relating to these Terms or the Agreement that are not resolved by the procedures identified above shall be resolved by individual (not group) binding arbitration to be conducted before JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Arbitration will be held in Los Angeles, California, and Service Provider and MP agree to submit to the personal jurisdiction of any federal or state court in Los Angeles, California in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Payment for all filing, administration and arbitrator fees will be governed by the rules of the applicable arbitration administrator, provided, that MP will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Service Provider is responsible for all other additional costs that Service Provider may incur in the arbitration including but not limited to attorneys’ fees and expert witness costs unless MP is otherwise specifically required to pay such fees under applicable law. If Service Provider’s claim is solely for monetary relief of $10,000 or less, and does not include a request for any type of equitable remedy, Service Provider may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing. Service Provider and MP agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. SERVICE PROVIDER AND MP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN SERVICE PROVIDER’S OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes. Notwithstanding the parties' decision to resolve all disputes through arbitration, Service Provider or MP may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect Intellectual Property Rights. Service Provider or MP may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction to the extent such claims do not seek equitable relief. Service Provider has the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of Service Provider’s decision to opt out to MP through the Communication Tools. The notice must be sent within thirty (30) days of (a) the “Date of Last Revision” date of these Terms as set forth above; or (b) the first date that Service Provider used the MP Site that contained any versions of the Terms that included this version of the mandatory arbitration and class action waiver, whichever is later. Otherwise Service Provider shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If Service Provider opts out of these arbitration provisions, MP also will not be bound by them. If MP changes this ‘Arbitration’ section after the date Service Provider first accepted these Terms (or accepted any subsequent changes to these Terms), Service Provider may reject any such change by sending MP written notice within 30 days of the date such change became effective, as indicated in the “Date of Last Revision” date above or in the date of MP’s email to you notifying you of such change. By rejecting any change, Service Provider is agreeing that Service Provider will arbitrate any dispute between Service Provider and MP in accordance with the provisions of this section as of the date Service Provider first accepted these Terms (or accepted any subsequent changes to these Terms). SERVICE PROVIDER UNDERSTANDS AND AGREES THAT THE ABOVE DISPUTE PROCEDURES SHALL BE SERVICE PROVIDER’S SOLE REMEDY IN THE EVENT OF DISPUTE BETWEEN SERVICE PROVIDER AND MP REGARDING ANY ASPECT OF THE MP SITE AND THAT SERVICE PROVIDER IS WAIVING SERVICE PROVIDER’S RIGHT TO LEAD OR PARTICIPATE IN A LAWSUIT INVOLVING OTHER PERSONS, SUCH AS A CLASS ACTION.

17. General.

17.1. Non-Exclusive Relationship. The relationship between Service Provider and MP is non-exclusive.

17.2. Amendments. MP may propose amendments to this Agreement by posting the revised terms and conditions on the MP website, or by any reasonable means (including via email, via the Communication Tools, or via a notice on the MP Site). It is Service Provider’s responsibility to check the MP Site regularly for any amendments. Service Provider may reject a proposed amendment by sending a notice of rejection to MP, in the manner specified, before the Amendment Effective Date. If Service Provider does not send such a notice of rejection to MP before the Amendment Effective Date or continues to use the MP Site after the Amendment Effective Date, Service Provider shall be deemed to have agreed to the proposed amendment. Except as set forth in this section, all amendments or modifications to this Agreement must: (i) be in writing, (ii) refer to this Agreement, and (iii) be executed by an authorized representative of each Party. In addition to the general amendment provisions, any modifications to intellectual property clauses must be made in writing, explicitly reference the specific intellectual property provisions being modified, and require written consent from both parties. Such modifications shall not retroactively affect existing intellectual property rights or licenses granted prior to the modification.

17.3. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing: (i) MP may assign this Agreement in its entirety, without consent of Service Provider, (a) to an affiliate of MP, or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, and (ii) MP may delegate or assign any right or remedy under this Agreement to an MP Party. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their successors and permitted assigns.

17.4. Notices. Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, confirmed email, or certified or registered mail. In addition, MP may send notices to Service Provider using the Communication Tools. Notices will be sent to a Party at its address set forth in this Agreement or such other address as that Party may specify in writing pursuant to this section.

17.5. Force Majeure. If either Party is prevented from performing any of its duties or obligations hereunder in a timely manner by a Force Majeure Situation, the afflicted Party, upon giving prompt notice to the other Party, shall be excused from such performance: (i) to the extent that the afflicted Party is prevented from performing such duties or obligations, (ii) for the duration of the disruption caused by the Force Majeure Situation. If a Force Majeure Situation detrimentally affects a Party’s performance for fourteen (14) days or longer, the other Party may terminate this Agreement.

17.6. Interpretation. In this Agreement: (i) “including” means “including but not limited to,” and (ii) general words shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Captions and section headings used in this Agreement are for convenience only and are not a part of this Agreement and shall not be used in construing it. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. Each Party waives to the fullest extent permitted by law any rule of interpretation or construction requiring or suggesting that this Agreement be interpreted or construed against the drafting Party.

17.7. Confidentiality. "Confidential Information" shall mean any proprietary or sensitive information disclosed by one Party to the other, including but not limited to: (a) business strategies, financial data, customer lists, pricing information, technical specifications, trade secrets, research and development information, (b) any non-public information related to the business operations of either Party, (c) personal or sensitive data of customers or employees, and (d) any information marked as confidential or that should reasonably be understood to be confidential. Each Party agrees that it will not use or disclose to any third party any Confidential Information disclosed to it by the other except: (i) as required to perform under this Agreement or as otherwise expressly permitted in this Agreement, or (ii) as required by a court or other governmental authority. MP may disclose Confidential Information to the MP Parties. Each Party will take all commercially reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. Upon termination of this Agreement, each Party shall, at the other Party's option, promptly return or destroy all Confidential Information of the other Party, including all copies thereof, and provide written certification of such return or destruction. Notwithstanding the foregoing, each Party may retain one copy of the other Party's Confidential Information in a segregated manner for archival and compliance purposes, subject to continuing confidentiality obligations.

17.8. Miscellaneous. The Parties are independent contractors, and no partnership, franchise, joint venture, agency, or employment relationship is intended or created by this Agreement. MP and any subagents disclaim, and Service Provider waives, any duty arising from the creation of an agency relationship (including any duty of loyalty or care), to the maximum extent permitted by Law. Except as otherwise expressly provided herein, all remedies provided for herein are cumulative, in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise. The MP Parties are expressly named as third-party beneficiaries to this Agreement, and each of the MP Parties has the right to enforce this Agreement against Service Provider as this Agreement pertains to its respective rights as a third-party beneficiary, including the service levels specified in Section 6.4. Except as provided in this section, all rights and obligations of the parties hereunder are personal to them and this Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. This Agreement sets forth the entire understanding and agreement of the Parties and supersedes any and all oral or written agreements or understandings between the Parties, as to the subject matter of the Agreement. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

Exhibit A 

Definitions

Affiliate means an entity or individual that directly or indirectly controls, is controlled by, or is under common control, with another entity or individual. Control, in this context, refers to the possession of the power to direct or cause the direction, in whole or in part, of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise. Affiliates are typically characterized by a close association, often involving shared interests or objectives, between the entities or individuals involved.

Amendment Effective Date means the date a proposed amendment will enter into force.

Booking means a purchase of Services by a Customer via the MP Site.

Business Day means Monday through Friday of each week, except for holidays observed in Berlin, Germany.

Chargeback means a credit card (or equivalent) chargeback or any other reversal of a transfer of funds.

Communication Tools means the tools provided on the MP Site, or otherwise, to enable communication: (i) between Service Provider and a Customer, or (ii) between MP and Service Provider.

Completed Booking means a Booking which has resulted in the actual provision of Services by the Service Provider to the Customer.

Confidential Information means information about the disclosing Party’s business, products, technologies, strategies, customers, finances, operations or activities, including all business, financial, technical and other information disclosed by the disclosing Party. Confidential Information will not include information that the receiving Party can establish: (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation or (iii) the receiving Party knew prior to receiving such information from the disclosing Party.

Content Modifications means all adaptations, translations, or other modifications that MP makes (or has made by third parties) to the Service Provider Content.

Customer means an end-user who purchases or uses Services provided by a Service Provider via the MP Site or any person who receives Services from a Service Provider as a result of a Booking made via the MP Site.

Customer Agreement means the agreement that governs the relationship between MP and a Customer who purchases Service Provider Services from the MP Site, and such agreement may be updated by MP from time to time. The “Customer Terms of Service” found here [https://medicparadise.com/pages/t-c-patient] is incorporated into the Customer Agreement. MP and Customer are the sole parties to the Customer Agreement; Service Provider is not a party thereto.

Customer Personal Data means the name, mailing address, telephone number, e-mail address, credit card information, IP address, order and order processing information, and any other non-public, identifying information about Customers available to Service Provider as a result of Service Provider’s relationship with MP or any purchase of Services by Customers.

Data Protection Laws means any Law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) that relates to the protection of individuals with regards to the processing of personal data, including GDPR and all laws promulgated thereunder.

Dispute means any and all disagreements, controversies, or claims of any sort between the Parties arising out of, or in any way relating to, this Agreement, any of the Parties’ respective rights and obligations arising out of this Agreement, or the making, performance, breach, interpretation, or termination of this Agreement, including any claims based in tort.

Facilities: Wellness Facility means any health, wellness, rehabilitative, aesthetic, therapeutic, holistic, or non-surgical establishment providing elective, preventive, or lifestyle-enhancing services that do not require invasive procedures or general anesthesia.Services may include physical therapy/physiotherapy, massage therapy or massage parlours, PRP, IV therapy, skin and laser care, body contouring, nutritional and weight-management programs, detox therapies, hormone or anti-aging programs, aesthetic treatments, and other non-invasive regenerative wellness services.This category includes wellness centers, medi-spas, massage facilities, physical therapy and rehabilitation centers, integrative wellness facilities, aesthetic centers, and similar non-surgical establishments.

Facilities: Medical Facility means any licensed medical establishment providing surgical, diagnostic, interventional, or physician-directed medical services regulated under applicable healthcare laws.Services may include elective or reconstructive surgery, hair restoration surgery, orthopedic or dental treatment, medical imaging, diagnostic testing, minimally invasive procedures, regenerative medical treatments requiring clinical oversight, and anesthesia-based care.This category includes hospitals, surgical centers, licensed medical offices, and specialty medical facilities.

Clarification Regarding Facilities: For clarity, “Facility” refers to independently operated wellness or medical establishments. Medic Paradise does not own, operate, or control any Facility and does not provide medical or clinical services. All treatment, care, and services are performed solely by independent licensed providers where required by law.

Force Majeure Situation means circumstances beyond a person or entity’s reasonable control, including earthquakes, floods, fires, other natural catastrophes, acts of war (whether declared or not), acts of terrorism, riots, civil disturbances, pandemics, epidemics, government actions, nuclear or chemical contamination, electrical or internet outages, failures of public infrastructure, and strikes.

Full Refund means, with regard to a Booking, that: (i) MP will refund to the Customer the full amount paid for the Booking, Service Provider will either receive no payment, or, if Service Provider has already been paid, then the payment for the Booking will either be deducted from any amounts due to Service Provider in the following month or such amounts paid by MP to Service Provider in connection with the Booking will be paid back directly to MP.

GDPR means General Data Protection Regulation (EU) 2016/679.

Indemnified Party means an entity (either Service Provider or a MP Party) who seeks indemnification protection pursuant to Section 10 of the Agreement.

Indemnifying Party means the Party requested to provide indemnification protection pursuant to Section 11 of the Agreement.

Intellectual Property Rights means all copyright, trade secret, trademark, patent, database, moral rights, or other intellectual property rights recognized by the laws of any jurisdiction or country.

Law means (i) all laws, statutes, regulations, ordinances, rules, orders, and directives of any governmental authority, applicable to the conduct, activities, and business operations of the parties involved, including but not limited to: local, state, provincial, national, and international laws, as well as any legally binding judgments, decrees, and injunctions, that are in effect during the term of this Agreement and pertain to the rights and obligations of the parties under this Agreement, and (ii) Relevant Requirements.

MP Content means all content on the MP Site, including customer reviews and Content Modifications, but excluding the Service Provider Content.

MP Content Guidelines accessible here:

[https://medicparadise.com/pages/mp-content-guidelines]

MP Site means the internet booking platform operated by MP accessible via www.medicparadise.com, and all related websites, affiliate websites, apps, tools, and platforms, devices, or other facilities.

MP Service Fee means a service fee charged by MP to Customers to process Bookings made via the MP Site.

MP Parties means MP and its Affiliates, and advertising platforms, and each of their respective officers, directors, employees and agents.

Login Credentials means the user IDs, passwords, and any other information used to access the Service Provider Account(s).

No Show means a Customer who fails to appear for booked Services through no fault of Service Provider.

Party means either Service Provider or MP, as appropriate; “Parties” means both Service Provider and MP.

Payment Service Provider means a payment service provider appointed by MP.

Product Offer means an offer on the MP Site stating that Service Provider will make a specific Service available at a specified Retail Price. A Service does not need to be listed on the MP Site to be considered a Product Offer, and includes all Services offered to Customer’s through MP.

Prohibited Content means content that: (i) contains a virus, worm, or other harmful code, (ii) violates any Law, (iii) infringes the rights of any third party, including privacy rights, (iv) is pornographic, obscene, insulting, objectionable or otherwise inappropriate, or (v) or is defamatory or libelous.

Relevant Requirements means any anti-slavery, anti-human trafficking, anti-corruption, or anti-bribery law, or any trade or financial sanctions, administered, enacted, or enforced by: (i) the United States of America, (ii) the United Nations Security Council, (iii) the European Union or any of its member states, or (iv) any country within the United Kingdom.

Remnant Booking means a Booking made prior to the termination date of this Agreement, but that is scheduled to be completed after the termination date of this Agreement.

Retail Price means the retail price (including any Taxes and fees, but excluding the MP Service Fee) at which Services will be sold to Customers through the MP Site.

Review Reply Guidelines are accessible under: [URL]

Services means the Service Provider’s services offered by Service Provider through the MP Site, which may include, as applicable, medical services.

Services Availability means Service Provider's inventory of Services that are immediately available for Customers to book via the Platform.

Statement has the meaning given in Section 5.5 of the Agreement.

Taxes means any and all taxes, including sales, use, excise, value added (VAT), consumption, or other tax, duty, imposition, levy, fee or charge, however designated, imposed or collected by any governmental entity, whether currently in effect or adopted or implemented hereafter, but excluding any income-based tax applicable to MP.

Service Provider means a person acting in their professional capacity or entity entering into this Agreement with MP and any individual acting on behalf of the entity.

Service Provider Account means Service Provider’s account with MP.

Service Provider Content means any content provided by Service Provider to MP, via the MP Site or otherwise, including Product Offers, photographs, videos, and postings.

Service Provider Marks means the logos, trademarks, and tradenames used by Service Provider in connection with the Services.

Service Provider’s Payment Account means Service Provider’s bank account into which MP may transfer payments.

Appendix A

Applicable only to Service Providers located or providing Services in the USA. If a Service Provider provides Services in the USA and other countries, this Appendix A will only apply with respect to the Services provided in the USA.

The following clauses hereby replace the corresponding clause within, and are hereby incorporated into, the Agreement.

A12. Liability. TO THE FULLEST EXTENT ALLOWED BY LAW, MP WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT MP WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY STATED HEREIN.

TO THE FULLEST EXTENT ALLOWED BY LAW, EXCEPT FOR MP’S PAYMENT OBLIGATION PURSUANT TO SECTION 5.2, IN NO EVENT SHALL MP’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (WHEN AGGREGATED WITH MP’S LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF THIS AGREEMENT) EXCEED THE TOTAL AMOUNT OF PAYMENT OWED TO MP HEREUNDER, OR, IF NO SUCH INCOME HAS BEEN EARNED, ONE HUNDRED U.S. DOLLARS (US $100). In no event shall MP be liable to Service Provider for any acts or omissions of any third-party marketer. Service Provider’s sole and exclusive remedies with regard to the acts or omissions of any third-party marketer are to: (i) request MP stop promoting Services via the third-party marketer, or (ii) terminate the Agreement to which this Annex A is attached in accordance with Section 15.2 thereof.