Institutional Subscription and End User License Agreement

3D Organon and Related Services

Version: 2026.2
Effective Date: 20 October, 2026

This Institutional Subscription and End User License Agreement, together with any applicable Order Form, quotation, reseller order, statement of work, product schedule, privacy notice, and any mutually executed addendum expressly incorporated by reference (collectively, this “Agreement”), is entered into between the institution identified in the applicable Order Form (“Institution”) and the applicable Medis Media entity identified in that Order Form (“Medis Media”). The applicable Medis Media entity shall be either (a) Medis Media Pty Ltd, an Australian proprietary limited company incorporated in Queensland, Australia, or (b) Medis Media Corporation, a New York corporation and Affiliate of Medis Media Pty Ltd. Only the Medis Media entity identified in the applicable Order Form shall be the contracting party under that Order Form and responsible for the obligations of Medis Media arising from it. No Affiliate of the applicable Medis Media entity shall be jointly or severally liable solely by reason of its Affiliate relationship.

By executing an Order Form, accessing the Services, creating accounts, installing Software, or otherwise using any Licensed Materials, Institution agrees to be bound by this Agreement. Each Authorized User who is presented with this Agreement through the Services and affirmatively accepts it agrees to comply with the provisions applicable to Authorized Users, including the license scope, restrictions, intellectual-property, data-use, privacy, artificial-intelligence, acceptable-use, platform, and educational-use provisions. If an individual enters into this Agreement on behalf of an Institution, that individual represents that he or she has authority to bind the Institution. If an Authorized User accepts or accesses the Licensed Materials on his or her own behalf, such acceptance binds only that Authorized User to the provisions of this Agreement applicable to Authorized Users and does not constitute a representation that the Authorized User has authority to bind the Institution.

1. Definitions

For purposes of this Agreement:

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership or control of more than fifty percent (50%) of the voting interests or the power to direct the management of such entity.

“Applicable Medis Media Entity” means the Medis Media entity identified as the contracting party in the applicable Order Form.

“Authorized Reseller” means a distributor, reseller, sales agent, platform provider, or other third party authorized by Medis Media to market, sell, distribute, or facilitate access to the Licensed Materials.

“Medis Media Group” means Medis Media Pty Ltd, Medis Media Corporation, and their respective Affiliates.

“Authorized User” means an employee, faculty member, staff member, student, trainee, contractor, or other person affiliated with Institution whom Institution authorizes to access or use the Licensed Materials solely for Institution’s internal educational, training, academic research, or administrative purposes, and strictly in accordance with this Agreement.

“Confidential Information” means any non-public business, financial, technical, security, commercial, product, customer, educational, or other information disclosed by or on behalf of a party that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

“Personal Data” means information relating to an identified or identifiable natural person, or any equivalent term such as personal information or personally identifiable information, as defined under applicable data-protection law.

“Documentation” means Medis Media’s user guides, technical documentation, product descriptions, and usage instructions made available by Medis Media for the Licensed Materials.

“Licensed Materials” means, collectively, the Software, hosted services, web applications, platform components, databases, content, 3D models, visualizations, XR environments, modules, APIs, Documentation, updates, upgrades, patches, fixes, and other digital materials provided by or on behalf of Medis Media under this Agreement, including without limitation 3D Organon, 3D Organon Web, 3D Organon XR, Examverse, XR Imaging, Medverse, and related modules where included in the applicable Order Form.

“Order Form” means any quotation, order, purchase record, subscription confirmation, invoice, reseller order, or other ordering document issued or accepted by Medis Media or an Authorized Reseller that identifies, directly or by reference, the Applicable Medis Media Entity, products, subscription term, fees, quantities, permitted license scope, and any product-specific terms.

“Services” means any hosted, cloud-enabled, web-based, account-based, support, maintenance, synchronization, entitlement, content delivery, analytics, or related services provided by Medis Media in connection with the Licensed Materials.

“Software” means any Medis Media client software, application, local installer, executable, desktop application, workstation deployment, web app, tablet app, mobile app, VR headset

application, touchscreen application, or other software component provided under this Agreement.

“Subscription Term” means the subscription period specified in the applicable Order Form, including any renewal term.

2. Scope and Order of Precedence

2.1 This Agreement governs Institution’s access to and use of the Licensed Materials.

2.2 If there is a conflict between documents, the order of precedence shall be:
(a) a mutually signed amendment or addendum expressly stating that it overrides this Agreement;
(b) the applicable Order Form, solely with respect to the commercial terms of that Order Form;
(c) this Agreement;
(d) any purchase order terms issued by Institution.

2.3 Any pre-printed or boilerplate terms contained in a purchase order, vendor registration portal, supplier onboarding document, click-through procurement form, or similar institutional document are rejected, shall have no effect, and shall not modify this Agreement unless expressly accepted in a writing signed by an authorized officer of Medis Media.

2.4 Where Licensed Materials are purchased or provided through an Authorized Reseller, the Authorized Reseller may establish separate commercial, ordering, billing, or customer-service terms with Institution. No Authorized Reseller is authorized to amend this Agreement or make representations, warranties, or commitments on behalf of Medis Media unless expressly authorized in writing by Medis Media. Nothing in this Agreement imposes any obligation on an Authorized Reseller beyond obligations separately agreed by that Authorized Reseller.

2.5 Medis Media may perform its obligations through members of the Medis Media Group, contractors, hosting providers, subprocessors, and other service providers. The Applicable Medis Media Entity remains responsible for its obligations under this Agreement notwithstanding such delegation.

3. License Grant

3.1 Subject to Institution’s timely payment of all applicable fees and continuous compliance with this Agreement, Medis Media grants Institution, during the Subscription Term only, a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to permit Authorized Users to access and use the Licensed Materials solely for Institution’s internal educational, teaching, training, academic research, assessment, simulation, curriculum delivery, lesson creation, and related non-commercial institutional purposes, strictly within the scope purchased under the applicable Order Form.

3.2 The license granted is a license to use only. No sale, transfer of title, or assignment of intellectual property rights occurs under this Agreement.

3.3 Institution may use the Licensed Materials only through the deployment model, device categories, user quantities, site scope, access method, and feature set expressly purchased.

3.4 Unless expressly stated otherwise in the applicable Order Form, all licenses are restricted to Institution’s internal use and do not extend to any parent entity, affiliate, hospital network, partner institution, external placement site, consortium member, franchise location, or third-party training provider. For clarity, any affiliated campus, teaching hospital, supervised placement site, or related academic unit must be expressly identified in the applicable Order Form to be included within the licensed scope.

4. Supported License Models and Device Types

4.1 The Licensed Materials may be provided, as specified in the applicable Order Form, under one or more of the following license models:
(a) named user licenses;
(b) institution-managed user licenses;
(c) device-based licenses;
(d) workstation licenses;
(e) classroom, lab, or kiosk licenses;
(f) seat-based subscriptions;
(g) concurrent or pooled access licenses, if expressly stated;
(h) web access subscriptions;
(i) VR headset licenses;
(j) enterprise or campus deployments, but only if expressly granted in writing.

4.2 Subject to the scope purchased, the Licensed Materials may be installed on, accessed through, or displayed using supported:
(a) desktop computers;
(b) laptop computers;
(c) institution-managed workstations;
(d) tablet devices;
(e) mobile devices;
(f) web browsers;
(g) VR, AR, or MR headsets;
(h) interactive touchscreens;
(i) simulation room devices;
(j) other supported hardware approved by Medis Media.

4.3 Institution acknowledges that availability of specific features, synchronization functions, rendering modes, cloud-dependent functions, analytics, integrations, offline functionality, or multi-device interoperability may vary by product, operating system, device class, region, release version, or subscription tier.

4.4 No right is granted to exceed the purchased number of licenses, devices, seats, installations, sites, Authorized Users, or usage entitlements.

4.5 Where supported by the purchased subscription tier and expressly identified in the applicable Order Form, Institution may deploy the Licensed Materials across a combination of named-user, device-based, classroom, web, mobile, XR, touchscreen, and institution-managed access models.

5. Institutional Responsibilities

Institution shall:
(a) ensure that only Authorized Users access the Licensed Materials;
(b) maintain accurate records of Authorized Users and licensed devices upon reasonable request;
(c) take reasonable steps to ensure that Authorized Users comply with the provisions of this Agreement applicable to them;
(d) be responsible for compliance with this Agreement by its administrators, contractors, and Authorized Users to the extent their access to the Licensed Materials is provided or controlled by Institution;
(e) implement reasonable administrative, technical, and physical safeguards to protect credentials and prevent unauthorized use;
(f) promptly notify Medis Media of any suspected unauthorized access, misuse, infringement, security event, or license overuse; and
(g) reasonably cooperate with Medis Media in the investigation and remediation of any such matter.

6. Restrictions

Institution shall not, and shall not permit any third party or Authorized User to:
(a) copy, reproduce, publish, distribute, transmit, sell, resell, sublicense, rent, lease, lend, timeshare, outsource, service-bureau, or otherwise make the Licensed Materials available to any third party except as expressly permitted by this Agreement;
(b) share login credentials except where Medis Media expressly supports institution-managed shared-device authentication for a licensed deployment;
(c) exceed purchased usage entitlements or use the Licensed Materials outside the licensed scope;
(d) modify, adapt, translate, port, frame, mirror, scrape, or create derivative works from the Licensed Materials;
(e) reverse engineer, decompile, disassemble, decode, attempt to derive source code from, or otherwise circumvent the structure, sequence, organization, security, or technological measures of the Licensed Materials, except to the limited extent such restriction is prohibited by non-waivable law;
(f) remove, obscure, or alter proprietary notices, branding, watermarks, copyright notices, or attribution;
(g) benchmark, test, analyze, or disclose performance results, comparative reviews, or competitive analyses without Medis Media’s prior written consent;
(h) use the Licensed Materials to develop, train, improve, validate, or support a competing product or service;
(i) use the Licensed Materials in connection with any commercial hosting, resale, sublicensing, white-label offering, third-party content service, or other external revenue-generating activity in which the Licensed Materials are offered as a standalone product or service to third parties, unless expressly authorized in writing by Medis Media; provided, however, that Institution may use the Licensed Materials in its ordinary internal academic, teaching, training, assessment, continuing education, and institution-administered outreach activities within the licensed scope;
(j) introduce malware, harmful code, or data that interferes with the Licensed Materials or Medis Media systems;
(k) use the Licensed Materials in violation of applicable law, export controls, sanctions, or third-party rights.

7. Intellectual Property

7.1 Medis Media, the Medis Media Group, and their respective licensors retain all right, title, and interest, including all intellectual property rights, in and to the Licensed Materials, all modifications, updates, upgrades, derivative works, interfaces, know-how, methods, workflows, and all related materials. The Applicable Medis Media Entity represents that it has sufficient rights and authority to grant the licenses expressly provided under this Agreement.

7.2 Except for the limited license expressly granted under this Agreement, no rights are granted to Institution, whether by implication, estoppel, waiver, or otherwise.

7.3 Medis Media may use, reproduce, modify, incorporate, commercialize, and otherwise exploit any suggestions, ideas, feedback, enhancement requests, feature proposals, workflow suggestions, or evaluation comments provided by Institution or any Authorized User without restriction, attribution, approval, or compensation. Institution grants Medis Media a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use such feedback for those purposes.

8. Institution-Created Content

8.1 To the extent the Licensed Materials permit, Institution and its Authorized Users may create, configure, organize, save, reuse, display, deliver, and administer lessons, scenes, annotations, playlists, assessments, labels, cases, assignments, and other instructional or academic content within the Services for Institution’s permitted internal purposes. Institution retains its rights in its original content, excluding any Medis Media technology, templates, software logic, embedded models, platform elements, interfaces, and derivatives thereof.

8.2 Institution grants Medis Media a non-exclusive, worldwide, royalty-free license during the Subscription Term, and thereafter only for so long as reasonably necessary, to host, reproduce, process, transmit, back up, display, and otherwise use Institution-created content solely to provide, operate, maintain, secure, support, and administer the Licensed Materials and Services for Institution’s use.

8.3 Institution represents and warrants that it has all rights necessary for any content it uploads or creates and that such content does not violate law, infringe third-party rights, or contain prohibited data.

8.4 Subject to this Agreement and the licensed scope purchased, Institution may use and present Institution-created instructional content through classroom teaching, laboratory teaching, simulation activities, supervised remote learning, institution-managed learning platforms and learning management systems, and internal academic presentations for Authorized Users, provided that Institution does not distribute, sublicense, publish, or commercialize the Licensed Materials or Medis Media content except as expressly permitted under this Agreement.

9. Educational Use Only; No Medical Advice

9.1 The Licensed Materials are intended for educational, training, simulation, and informational use only.

9.2 The Licensed Materials do not provide medical advice, diagnosis, treatment recommendations, or clinical decision support, and are not a substitute for professional judgment, institutional protocols, patient-specific assessment, local supervision, or accredited clinical instruction.

9.3 Institution is solely responsible for how it uses the Licensed Materials in teaching, training, assessment, simulation, or academic workflows.

10. Data Restrictions; Privacy

10.1 Institution shall not upload, transmit, store, or otherwise introduce into the Licensed Materials any:
(a) protected health information;
(b) patient-identifiable information;
(c) raw DICOM files, unless and only to the extent expressly supported by a local processing workflow that does not transmit such data to Medis Media systems;
(d) sensitive personal data, unless expressly permitted in writing and governed by a separate data protection addendum;
(e) unlawful, infringing, or unauthorized content.

10.2 Institution acknowledges that certain products may process data locally on Institution-controlled devices and may transmit account information, entitlement information, telemetry, operational metadata, and de-identified usage information as described in Medis Media’s then-current privacy documentation. Data transmitted to Medis Media shall be protected using appropriate technical and organizational safeguards, including encryption in transit where appropriate.

10.3 Where applicable law or the nature of the Services requires additional privacy or data-processing terms, including under GDPR, FERPA, applicable state, provincial, public-sector, or similar requirements, the parties shall enter into an appropriate data protection addendum or other written addendum. No Institution-provided privacy, security, or data-processing schedule shall modify this Agreement unless expressly accepted in writing by Medis Media.

10.4 Artificial Intelligence. Certain Licensed Materials may include artificial-intelligence or machine-learning assisted functionality. Such functionality is provided for educational, training, simulation, informational, or administrative assistance only and may generate incomplete, inaccurate, or non-unique outputs. It shall not be used as a substitute for professional judgment, medical advice, diagnosis, treatment, clinical decision-making, or institutional supervision. Institution and Authorized Users shall not submit prohibited data under Section 10.1 to any AI-assisted feature. Where third-party AI or model providers are used, any processing of Personal Data shall be governed by Medis Media’s applicable privacy documentation and any executed data protection addendum.

10.5 AI Training and Product Data. Medis Media shall not use Institution’s Confidential Information, Personal Data, or Institution-created content to train, retrain, fine-tune, or improve a generalized artificial-intelligence or machine-learning model, except where expressly disclosed and authorized in writing or permitted under an applicable data protection addendum. Medis Media may use aggregated and de-identified operational and usage data for security, analytics, benchmarking, service improvement, and product development, provided such data does not identify Institution or an Authorized User and is not used for generalized model training contrary to this Section.

10.6 Privacy and Online Policies. Institution and Authorized Users acknowledge that use of the Services is also subject to Medis Media’s then-current privacy notice and product-specific acceptable-use, security, and platform policies made available within the Services or on Medis Media’s legal pages, provided that such policies do not materially reduce the core commercial scope purchased during the then-current paid Subscription Term.

11. Orders, Fees, Taxes, and Payment

11.1 Institution shall pay all fees set out in the applicable Order Form or Authorized Reseller order to the party identified therein, without setoff, withholding, deduction, or counterclaim, except to the extent required by non-waivable law.

11.2 Unless otherwise stated in the applicable Order Form or Authorized Reseller order, all fees are: (a) non-cancelable; (b) non-refundable; (c) payable in the currency specified in the applicable ordering document; and (d) exclusive of taxes, duties, levies, and bank charges.

11.3 Institution shall be responsible for all applicable taxes, VAT, GST, withholding taxes, import duties, and similar charges, excluding taxes on Medis Media’s net income.

11.4 Unless otherwise agreed in writing or specified in an Authorized Reseller order, invoices issued directly by Medis Media are due within thirty (30) days from the invoice date.

11.5 Overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, together with reasonable costs of collection.

11.6 Medis Media may suspend access, withhold renewals, disable updates or features, revoke entitlements, or terminate this Agreement for non-payment of amounts due directly to Medis Media or, where access is provided through an Authorized Reseller, upon notice from the Authorized Reseller that applicable payment obligations have not been satisfied, subject to any contrary terms in the applicable Order Form.

12. Subscription Term and Renewals

12.1 This Agreement begins on the effective date of the applicable Order Form and continues for the Subscription Term unless earlier terminated in accordance with this Agreement.

12.2 Unless otherwise stated in the applicable Order Form, subscriptions may renew only as expressly provided in the applicable Order Form or by mutual written agreement of the parties.

12.3 Upon expiration or termination, Institution’s rights to access and use the Licensed Materials immediately cease, and Institution shall promptly discontinue use and, where applicable, uninstall or disable all Software and delete or return any copies of the Documentation as directed by Medis Media.

13. Delivery, Availability, and Updates

13.1 Medis Media may deliver the Licensed Materials through download, portal access, account provisioning, device activation, cloud access, app distribution, license keys, or other means.

13.2 Medis Media may, from time to time, release updates, patches, new versions, content revisions, technical fixes, feature enhancements, or platform changes. Institution agrees that continued use may require installation or acceptance of certain updates.

13.3 Medis Media does not guarantee uninterrupted availability, specific uptime, or that all features will remain unchanged throughout the Subscription Term, except to the extent expressly set out in an applicable Order Form, service-level schedule, or other written agreement governing the relevant Services. Where a service-level commitment applies, that commitment and its stated remedies control with respect to availability.

13.4 Medis Media may modify, replace, improve, or discontinue features, interfaces, content, modules, and supported devices, provided that such changes do not materially eliminate the core subscribed functionality during the paid Subscription Term.

14. Support and Maintenance

14.1 Unless expressly included in the applicable Order Form, Medis Media is not obligated to provide onsite support, custom integration services, implementation services, training, migration services, or service levels.

14.2 Standard support, where included, shall be provided during Medis Media’s normal support operations and may be delivered by email, portal, remote session, Documentation, knowledge base, or other commercially reasonable means.

14.3 Medis Media may condition support on Institution maintaining supported configurations, current versions, and reasonable technical cooperation.

15. Verification and Audit

15.1 During the Subscription Term and for twelve (12) months thereafter, Medis Media may, upon reasonable notice, verify Institution’s compliance with this Agreement, including by requesting license deployment records, device counts, Authorized User counts, and other records reasonably necessary to confirm compliance.

15.2 If any audit or verification reveals under-licensing, overuse, unauthorized deployment, or use beyond scope, Institution shall promptly pay Medis Media the applicable fees at Medis Media’s then-current rates for the full period of non-compliant use, together with any reasonable audit costs if the underpayment or overuse exceeds five percent (5%).

16. Confidentiality

16.1 During the Subscription Term and for five (5) years thereafter, each party receiving Confidential Information (the “Receiving Party”) shall use the other party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement, protect such Confidential Information using at least reasonable care and no less than the degree of care it uses to protect its own similar confidential information, and disclose such Confidential Information only to its Affiliates, employees, contractors, professional advisers, and representatives who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party shall be responsible for any breach of this Section by such recipients.

16.2 Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the Receiving Party without restriction before disclosure; (c) was independently developed without use of the Confidential Information; or (d) was lawfully obtained from a third party without a duty of confidentiality.

16.3 If the Receiving Party is required by law, regulation, or legal process to disclose Confidential Information, it shall, to the extent legally permitted, provide prompt notice to the Disclosing Party and disclose only the portion legally required. Medis Media’s Confidential Information includes, without limitation, non-public pricing, product roadmaps, technical architecture, license metrics, software behavior, algorithms, source code, model data, non-public Documentation, security information, product evaluations, benchmark results, and all non-public aspects of the Licensed Materials. Notwithstanding the foregoing, Confidential Information constituting a trade secret shall remain protected for so long as it retains its status as a trade secret under applicable law.

17. Warranties; Disclaimer

17.1 Medis Media warrants that it has the right to grant the licenses expressly granted under this Agreement.

17.2 Except as expressly stated in Section 17.1, the Licensed Materials and Services are provided “as is” and “as available.”

17.3 To the maximum extent permitted by law, Medis Media disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, compatibility, and uninterrupted operation.

17.4 Medis Media does not warrant that the Licensed Materials will be error-free, uninterrupted, secure, or suitable for Institution’s particular curriculum, teaching method, hardware environment, network environment, procurement standards, or regulatory interpretations.

17.5 Institution assumes all responsibility for device safety, XR/VR/MR use policies, supervision of students, and compliance with device manufacturer guidelines.

18. Limitation of Liability

18.1 To the maximum extent permitted by law, Medis Media shall not be liable for any indirect, incidental, special, exemplary, punitive, reliance, or consequential damages, or for any loss of profits, revenue, goodwill, data, business interruption, replacement costs, or loss of anticipated savings, arising out of or relating to this Agreement or the Licensed Materials, even if advised of the possibility of such damages.

18.2 The Applicable Medis Media Entity’s total aggregate liability arising out of or relating to this Agreement, whether in contract, tort, strict liability, or otherwise, shall not exceed the fees actually paid or payable for the affected Licensed Materials under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim, except to the extent a different limitation is expressly agreed in a mutually executed addendum or required by non-waivable law.

18.3 The exclusions and limitations in this Section apply regardless of the failure of essential purpose of any remedy.

18.4 Nothing in this Agreement excludes liability to the extent it cannot be excluded under applicable law.

19. Indemnity

19.1 Institution shall indemnify, defend, and hold harmless the Applicable Medis Media Entity, the Medis Media Group, and their respective licensors, officers, directors, employees, contractors, and agents from and against all third-party claims, damages, liabilities, losses, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) Institution’s or any Authorized User’s material breach of this Agreement; (b) Institution content; (c) unauthorized, unlawful, or out-of-scope use of the Licensed Materials; (d) Institution’s violation of applicable law or third-party rights; or (e) Institution’s introduction of prohibited data, including patient data or protected information, into the Licensed Materials.

19.2 Medis Media shall have no obligation to indemnify Institution except to the extent expressly set out in a separately negotiated signed addendum.

20. Suspension and Termination

20.1 Medis Media may suspend access immediately, in whole or in part and to the extent reasonably necessary, if: (a) fees are overdue; (b) Institution materially breaches this Agreement; (c) Medis Media reasonably suspects unauthorized access, security compromise, prohibited conduct, or legal non-compliance; or (d) continued provision may create a material legal, technical, operational, or security risk. Where reasonably practicable, Medis Media shall provide notice of the suspension and an opportunity to remedy the underlying issue.

20.2 Medis Media may terminate this Agreement or any Order Form upon written notice if Institution materially breaches this Agreement and fails to cure such breach within ten (10) days after notice. Medis Media may terminate immediately where the breach is not reasonably capable of cure or where continued access presents a material legal, security, intellectual-property, or regulatory risk.

20.3 Upon termination or expiration:
(a) all licenses end immediately;
(b) Institution shall cease all use;
(c) Medis Media may deactivate accounts and entitlements;
(d) accrued payment obligations survive;
(e) no refund shall be due except where expressly required by non-waivable law.

21. Export, Sanctions, and Compliance

Institution shall comply with all applicable export control laws, sanctions laws, and import laws relating to the Licensed Materials. Institution shall not access, use, export, re-export, or transfer the Licensed Materials in violation of such laws.

22. Assignment

Institution may not assign, delegate, transfer, or novate this Agreement, in whole or in part, whether by operation of law, merger, internal reorganization, change of control, or otherwise, without Medis Media’s prior written consent. Any attempted assignment in violation of this Section is void.

The Applicable Medis Media Entity may assign this Agreement, in whole or in part, without Institution’s consent to another member of the Medis Media Group or in connection with a merger, acquisition, financing, corporate reorganization, or sale of assets or business, provided that the assignee assumes the applicable obligations under this Agreement.

23. Publicity

Unless otherwise agreed in writing, Medis Media may identify Institution by name solely in customer lists, provided that Institution may request in writing that such identification cease. Any use of Institution’s logo, trademarks, testimonial, press release, joint announcement, detailed case study, or other promotional reference requires Institution’s prior written consent.

24. Governing Law and Venue

24.1 Unless otherwise expressly agreed in the applicable Order Form or a mutually executed addendum, if the Applicable Medis Media Entity is Medis Media Corporation, this Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws principles. The state and federal courts located in New York County, New York shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party submits to such jurisdiction and venue.

24.2 Unless otherwise expressly agreed in the applicable Order Form or a mutually executed addendum, if the Applicable Medis Media Entity is Medis Media Pty Ltd, this Agreement is governed by the laws of Queensland, Australia, without regard to its conflict-of-laws principles. The courts of Queensland, Australia shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party submits to such jurisdiction and venue.

24.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

25. Force Majeure

Medis Media shall not be liable for any delay, failure, degradation, or interruption caused by events beyond its reasonable control, including failures of hosting providers, app stores, telecommunications, power, internet infrastructure, hardware vendors, government action, labor disputes, epidemics, natural disasters, cyberattacks, or force majeure events.

26. Entire Agreement; Amendment; Severability; Waiver

26.1 This Agreement constitutes the complete and exclusive agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous proposals, discussions, representations, and agreements relating to that subject matter.

26.2 No amendment, waiver, or modification shall be effective unless in writing and signed by authorized representatives of both parties, except that Medis Media may update product-specific operational policies, Documentation, privacy notices, acceptable-use rules, security requirements, AI disclosures, and online usage rules that do not materially reduce the core commercial scope purchased during the current paid Subscription Term or materially increase Institution’s financial obligations.

26.3 If any provision is held unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be interpreted to most closely reflect its intended economic effect.

26.4 A waiver of any breach shall not constitute a waiver of any other breach.

27. Survival

Sections relating to fees, restrictions, intellectual property, confidentiality, audit, disclaimers, limitations of liability, indemnity, termination consequences, governing law, and any other provisions that expressly state or by their nature are intended to survive shall survive expiration or termination of this Agreement for the periods stated therein or, if no period is stated, for so long as necessary to give effect to their terms.

28. Contact

Support: [email protected]
Legal notices: [email protected]

The Applicable Medis Media Entity and its notice details shall be identified in the applicable Order Form or other ordering document. Legal notices shall be directed to that entity at the notice details specified therein.