MDcells — Terms of Service

0. PLAIN-LANGUAGE SUMMARY (not a substitute for the terms)

MDcells gives you a personal, limited, revocable licence to study material and tools for your own individual study — you don't own the content. It's education only — not medical advice — and it doesn't guarantee exam success. Some content is AI-assisted and may contain errors; always verify against authoritative sources. Don't share your account, copy, or scrape the material. Subscriptions auto-renew until you cancel. You keep all mandatory consumer rights your country's law gives you.

1. DEFINITIONS

1.1 "MDcells", "we", "us" — Harsh Sahrawat (ABN [ABN]) trading as "MDcells", of 30 Grandview Avenue, Glen Iris, Melbourne, Victoria 3146, Australia. 1.2 "Platform" — our websites, iOS/Android apps, APIs, related software and services. 1.3 "Content" — all material on the Platform (questions, answers, explanations, images, illustrations, tables, diagrams, flashcards, videos, audio, mock exams, summaries, notes, learning pathways, study plans, analytics, taxonomies, ontologies, metadata, prompts, AI-assisted outputs). 1.4 "Subscription" — time-limited paid access plan. "Product" — separately purchased item (e.g., a mock exam). "Free Tier" — any no-cost access we offer. 1.5 "User", "you" — the individual natural person holding the account. 1.6 "Consumer Law" — any mandatory, non-excludable consumer-protection law applicable to you, including the Australian Consumer Law (Sch 2, Competition and Consumer Act 2010 (Cth)) ("ACL") and equivalents.

2. ELIGIBILITY & ACCOUNT

2.1 You must be at least 18 (or the age of majority where you live). 2.2 Provide accurate registration info; keep it current. 2.3 One human, one account. No registering for others, no multiple accounts to evade limits, no transfer or resale. 2.4 You are responsible for all activity under your account.

2A. CHILDREN'S DATA

We do not knowingly permit users under 18, or knowingly collect their personal information without required parental consent. If we learn we have, we will delete it promptly. (If under-18 pre-med users are in scope, build a compliant age-gating + parental-consent + heightened-privacy regime — COPPA (US <13), GDPR-K (<16, member-state-variable). Counsel required.)

2B. INSTITUTIONAL / BULK USE

Accounts are for individuals. Universities, hospitals, coaching centres, or other organisations must obtain a separate written institutional licence; individual accounts may not be used for group, classroom, or organisational purposes. Contact support@mdcells.com for institutional licensing.

3. LICENCE GRANT & OWNERSHIP

3.1 Subject to compliance and payment, we grant a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access the Content solely for your own individual, non-commercial study, for your access period. 3.2 Your fee is consideration for a licence to access — not purchase or ownership of Content. All rights remain with us/our licensors. 3.3 The licence ends when access ends or is terminated. 3.4 We may modify, update, or withdraw Content (subject to Consumer Law and §11).

3A. BETA / EARLY-ACCESS FEATURES

Features labelled beta, preview, or early-access are provided "as is", may change or be withdrawn, and may be less reliable; disclaimers and liability limits apply with full force to them.

4. INTELLECTUAL PROPERTY

4.1 Ownership. All IP in the Platform and Content — whether now existing or created in future — is owned by or licensed to us, including: questions, answers, explanations, images, illustrations, tables, diagrams, flashcards, videos, audio, mock exams, learning pathways, analytics, study plans, prompts and prompt engineering, datasets and training datasets, taxonomies, medical ontologies, metadata, source code, algorithms, scoring and adaptive-learning methods, ranking systems, AI models, vector databases and embeddings, brand, trade marks, trade dress, layout, UX/UI, design system, colour schemes, icons, documentation, database and API structures. 4.2 Database investment. The Content database reflects substantial investment in selection, verification, and arrangement; unauthorised extraction/re-use of all or a substantial or repeated insubstantial part may infringe copyright and other rights. 4.3 Trade secrets. Our prompts, model configurations, generation/validation methodology, scoring logic, and internal datasets are confidential trade secrets; you must not access, extract, infer, reconstruct, or disclose them. 4.4 Feedback you send becomes freely usable by us under a perpetual, royalty-free licence. 4.5 Trade marks. "MDcells" and logos are ours; no use without written consent.

4A. COPYRIGHT COMPLAINTS & TAKEDOWN

We respect IP and expect the same. To report infringement of your work, contact our designated agent at support@mdcells.com (attn: Copyright Agent). We operate a notice-and-takedown process and may remove content and terminate repeat infringers.

5. ACCEPTABLE USE & PROHIBITED CONDUCT

5.1 Use the Platform only for lawful, personal, individual study. You must not, and must not enable anyone/anything to: (a) share, sell, sublicense, rent, lend, or transfer your account, credentials, or access; (b) permit concurrent or sequential use by anyone but you; (c) use it for institutional, classroom, group, tutoring, or commercial purposes unless separately licensed; (d) copy, reproduce, screenshot, screen-record, photograph, print, mirror, bulk-download, or capture Content beyond the limited on-Platform functionality we provide; (e) scrape, crawl, harvest, index, or extract Content by any means; use bots, scripts, headless browsers, emulators, or automation; (f) reverse engineer, decompile, disassemble, or derive source code, prompts, models, embeddings, algorithms, or methodology (subject to §5A); (g) use Content or derived outputs to train, fine-tune, evaluate, or build any AI/ML model, dataset, or competing product, or perform OCR/machine-translation for redistribution; (h) publish or distribute Content (including answers/explanations/question text) on any external site, forum, messaging or file-sharing service (including torrents, Telegram, Discord, Reddit, WhatsApp, social media, or "answer-dump" sites); (i) create derivative works from the Content; (j) circumvent or interfere with security, access-control, rate-limiting, watermarking, or usage-monitoring; (k) misuse our API or exceed rate limits, or access other than through authorised interfaces; (l) use VPNs, proxies, or emulators to circumvent access controls or breach these Terms; (m) resell, or provide paid tutoring/exam-prep using, our Content; (n) upload malicious code, or probe/scan/test Platform security without authorisation (see §16A for authorised disclosure). 5.2 Watermarking. Content may carry visible/invisible identifiers tied to your account; removing/altering them is a serious breach. 5.3 These are essential conditions; breach triggers §9.

5A. INTEROPERABILITY CARVE-OUT

Nothing in §5.1(f) restricts any act of reverse engineering or decompilation that cannot lawfully be prohibited (e.g., limited decompilation for interoperability under applicable copyright law in the EU/UK/Australia).

6. ACCOUNT SECURITY

6.1 Safeguard your credentials; strong unique password; enable MFA where offered. 6.2 Notify us immediately of unauthorised use. 6.3 We may require identity verification and may suspend access during investigation of suspected unauthorised/fraudulent activity, acting reasonably and restoring access promptly if resolved.

7.1 Detection. We may use technical measures to detect account/credential sharing, anomalous or geographically impossible concurrent logins, automation, scraping, emulator/VPN abuse used to circumvent controls, resale, or commercial use. 7.2 Graduated, proportionate response. On reasonable detection we may: warn; require re-verification; temporarily suspend; restrict features; permanently terminate the Subscription/account; revoke purchased-Product access; decline future registrations; disable offline materials. 7.3 Established breach. Where breach is established (not merely suspected), we may retain fees paid as consideration for access already provided, decline pro-rata refunds except where Consumer Law requires, and pursue §7.4. 7.4 Remedies. For serious/repeated breaches (IP theft, scraping, redistribution) we reserve all rights to injunctive relief, damages, account of profits, and legal costs to the extent a court allows, and to report unlawful conduct. 7.5 Chargeback abuse. Bad-faith chargebacks for access already provided may lead to account closure and lawful recovery of the amount plus reasonable costs; this does not affect legitimate chargeback rights or remedies the law requires.

8. SUBSCRIPTIONS, PAYMENTS, RENEWALS & REFUNDS

8.1 Fees & billing as shown at purchase. 8.2 Auto-renewal. Subscriptions renew automatically at the then-current price until cancelled; we give advance notice of renewal and price changes as required, and you can cancel anytime before renewal. 8.3 Cancellation. Access continues to period end; no pro-rata refund by default except where Consumer Law requires. 8.4 Refund policy (strong but lawful). Except where mandatory Consumer Law provides otherwise: (a) Subscriptions and completed Products are non-refundable, and digital Content is supplied on the basis that access begins immediately; (b) accounts terminated for your breach get no refund/credit/extension/reinstatement except where non-waivable law requires; (c) promotional/discounted purchases remain subject to these Terms. 8.5 ** CONSUMER LAW SAVINGS CLAUSE (non-excludable — must stay). Our goods and services come with guarantees that cannot be excluded under the ACL. For major failures you may claim a refund/replacement and compensation for reasonably foreseeable loss; for non-major failures, a remedy in reasonable time. Nothing here excludes, restricts, or modifies any non-excludable consumer guarantee/right/remedy; where inconsistent, those rights prevail. Where permitted, our liability for a non-major guarantee failure is limited to resupply or the cost of resupply. 8.6 EU/UK 14-day withdrawal . Consumers in the EU/UK have a 14-day right to withdraw from digital-content purchases — except** where you expressly consent to immediate supply and acknowledge losing the withdrawal right, which we will capture at checkout.

8A. FREE / FREEMIUM TIER

Free-Tier access is a revocable licence we may change, limit, or withdraw at any time; it may have reduced features and no availability/accuracy commitments beyond non-excludable law. Converting to paid is governed by §8. We may impose fair-use limits on Free-Tier usage.

8B. TAXES

Prices may exclude taxes. You are responsible for applicable taxes (GST, VAT, sales tax, withholding) unless we state they're included; we may collect and remit where required. (AU GST registration; EU/UK VAT-on-digital-services (OSS/MOSS); US state sales tax — get tax advice for global digital sales.)

8C. REFERRAL / PROMOTIONAL PROGRAMS

Any referral, ambassador, affiliate, or reward program is subject to separate program terms we publish; we may change or end programs, and we may withhold rewards for abuse, fraud, or self-referral.

8D. GIFT / VOUCHER / REDEMPTION CODES

Codes are subject to their stated conditions and expiry, are not redeemable for cash except where law requires, and are void if obtained unlawfully.

9. SUSPENSION & TERMINATION

9.1 We may suspend/terminate for breach, unlawful conduct, non-payment, or where required by law — proportionately and with notice where practicable. 9.2 You may terminate by cancelling and ceasing use. 9.3 On termination the licence ends; cease use and delete cached Content. Surviving sections (IP, disclaimers, liability, indemnity, dispute resolution, data, and survival) continue.

10. AI-ASSISTED CONTENT — NATURE & DISCLAIMERS

10.1 Some Content is generated, organised, reviewed, summarised, translated, personalised, or presented with the assistance of AI and automated systems. 10.2 AI outputs are probabilistic and may be inaccurate, incomplete, outdated, biased, or misleading; Content may contain errors despite our processes. 10.3 You must independently verify all Content against current authoritative sources before relying on it; do not rely on the Platform as a sole source. 10.4 To the maximum extent permitted by law, we do not warrant Content/AI output is accurate, current, or fit for purpose (subject to §8.5). 10.5 AI bias & fairness. AI systems can reflect biases present in data or methods and may perform unevenly across topics or groups. We take reasonable steps to review and improve the quality and fairness of AI-assisted Content, but we do not warrant it is free of bias or error, and you should apply independent judgment (§10.3).

10A. AI TUTOR — INPUTS, OUTPUTS & ACCEPTABLE USE

10A.1 If you submit prompts/questions to interactive AI features ("Inputs"), you grant us a licence to process them to provide and improve the service (subject to §15/§15A and the Privacy Policy). 10A.2 You must not use AI features to: attempt to extract system prompts, training data, or methodology; jailbreak or bypass safety controls; generate unlawful, harmful, or infringing content; or produce content for redistribution or model-training in breach of §5.1. 10A.3 AI outputs are provided under §10 disclaimers; do not treat them as advice.

10B. AUTOMATED DECISION-MAKING

Adaptive learning, analytics, and "readiness" features involve automated processing to personalise your experience. These do not produce legal or similarly significant effects.

11. EDUCATIONAL PURPOSE ONLY — NO MEDICAL ADVICE

11.1 The Platform is an educational and exam-preparation resource only. 11.2 It does not provide medical, clinical, diagnostic, or treatment advice; creates no doctor–patient or professional relationship; and must never be used to diagnose, treat, or manage any real patient or condition. 11.3 It is not a substitute for professional judgment, supervised training, official curricula, or licensing-authority guidance. 11.4 You are solely responsible for how you apply anything learned. 11.5 In-product reinforcement (build requirement, not just a clause). The no-medical-advice notice (§11) and the AI-limitation/verify notice (§10) must be surfaced at point-of-use — e.g., a first-run acknowledgment and a persistent or periodic reminder near AI-generated content — not only buried in these Terms. Courts and regulators weight prominent, contextual disclaimers far more than a ToS clause alone.

12. NO GUARANTEES

12.1 We do not guarantee: exam success or scores; admission, employment, career, or income; competency, licensure, board certification, or registration; accuracy of every answer; or uninterrupted, secure, or error-free operation. 12.2 Outcomes depend on factors outside our control; any scores, "readiness" indicators, or predictions are illustrative estimates, not promises.

12A. CONTENT CURRENCY

Medical knowledge and examination blueprints change. We do not warrant that Content always reflects the most current guidelines or the latest official exam blueprint; Content may be updated, corrected, or withdrawn.

13. REGULATORY & GEOGRAPHIC

13.1 Not a medical device. Educational software, not intended to be a medical device or used in clinical care; no diagnostic/therapeutic claims. 13.2 Availability. Operated from Australia; not represented as appropriate/available everywhere; you comply with local law. 13.3 Sanctions/export. No access if you're in an embargoed jurisdiction or a restricted party. 13.4 No affiliation. Not affiliated with/endorsed by any exam board, council, university, or authority unless stated. Named exams (e.g., USMLE®) are their owners' marks; references are descriptive only.

14. THIRD-PARTY SERVICES, COMMUNITY & USER CONTENT

14.1 The Platform relies on third-party infrastructure and AI providers; we're not responsible for their acts, outages, or changes. 14.2 Community. No infringing, unlawful, harmful, misleading-medical, or abusive posts; no sharing Content in breach of §5. We may moderate, remove, and suspend. 14.3 Your content. You keep ownership of what you lawfully post but grant us a worldwide, royalty-free licence to host/display/operate it within the Platform; you warrant your right to post it. 14.4 Community posts are unverified and are not advice.

14.2A CONTENT MODERATION & REMOVAL

We are not obliged to monitor user content but may review, moderate, refuse, remove, or restrict any content, and suspend or terminate any user, at our discretion and especially where content is unlawful, infringing, harmful, misleading (including misleading medical claims), abusive, or breaches these Terms. We may act on reports, act proactively, and are not liable for user content or for moderation decisions made in good faith. Where required by law (e.g., EU Digital Services Act notice-and-action), we will provide applicable notice and appeal mechanisms.

14A. THIRD-PARTY & OPEN-SOURCE COMPONENTS

The Platform may include third-party and open-source components under their own licences; those licences govern those components, and applicable notices are available on request.

14B. THIRD-PARTY LINKS

Links to third-party sites are for convenience; we don't endorse or control them and aren't responsible for their content.

15. PRIVACY & DATA PROTECTION

15.1 Our Privacy Policy (available at mdcells.com/privacy) governs personal information and forms part of these Terms. 15.2 We handle personal information under the Privacy Act 1988 (Cth) + APPs, and, where applicable, the EU/UK GDPR, CCPA/CPRA, PIPEDA, and PDPA, among others. 15.3 Data Processing Agreement. Where we act as a processor of personal data on your behalf (e.g., certain institutional arrangements), a DPA applies and forms part of these Terms. 15.4 Retention & deletion. We retain personal information only as long as necessary for the purposes in our Privacy Policy or as required by law. You may request access to, correction of, or deletion of your personal information via privacy@mdcells.com, subject to legal and legitimate-business retention obligations.

15A. USE OF DE-IDENTIFIED & AGGREGATED DATA

To the extent permitted by law and our Privacy Policy, we may create and use aggregated and de-identified data derived from usage (which does not identify you) to operate, analyse, improve, and develop the Platform and our models and services.

16. SECURITY & INCIDENTS

16.1 We implement reasonable technical/organisational security but cannot guarantee absolute security. 16.2 We follow applicable breach-notification laws (Notifiable Data Breaches scheme; GDPR/others as applicable). 16.2A Breach notification specifics. In an eligible data breach we will, without undue delay: assess and contain the incident; notify the relevant supervisory authority within the time its law requires (e.g., 72 hours to the lead authority under GDPR; as soon as practicable to the OAIC under the Notifiable Data Breaches scheme); and notify affected individuals where the breach is likely to result in serious harm, describing the nature of the breach, likely consequences, and steps they can take. Notice will be by email and/or in-app.

16A. RESPONSIBLE VULNERABILITY DISCLOSURE

If you discover a security vulnerability, report it to security@mdcells.com. We support good-faith research and will not pursue action against researchers who act responsibly, avoid privacy violations and service disruption, and give us reasonable time to remediate before disclosure. Unauthorised testing outside this policy is prohibited (§5.1(n)).

17. DISCLAIMERS & LIMITATION OF LIABILITY

17.1 "As is". To the maximum extent permitted by law and subject to §8.5, the Platform and Content are "as is"/"as available" without warranties (merchantability, fitness, accuracy, non-infringement). 17.2 Cap & exclusions, without limiting non-excludable Consumer Law rights: (a) no liability for indirect/incidental/special/consequential/punitive loss, or loss of profits, data, goodwill, opportunity, or savings; (b) no liability for loss from reliance on Content/AI output, exam outcomes, service interruption, or third-party failures; (c) total aggregate liability limited to the greater of (i) fees you paid us in the prior 12 months or (ii) AUD $100. 17.3 Nothing excludes liability that cannot be excluded by law.

18. INDEMNITY

18.1 To the extent permitted by law, you indemnify us against third-party claims, losses, and reasonable legal costs arising from your breach, misuse, IP infringement, or unlawful conduct.

19. FORCE MAJEURE

19.1 No liability for failure/delay from events beyond reasonable control: internet/cloud/hosting/CDN failures; outages or changes at third-party AI/LLM API providers; AWS/Azure/Google Cloud outages; cyberattacks, ransomware, DDoS; power/telecom failures; pandemics; disasters; war; strikes; law changes; other third-party dependency failures. (Does not suspend non-excludable consumer guarantees — §8.5 prevails.)

20. CHANGES

20.1 We may update these Terms; for material changes we give reasonable advance notice via email or in-app notice and obtain consent where required; continued use after the effective date is acceptance, subject to mandatory law. 20.2 We may modify/discontinue features, subject to Consumer Law.

21. DISPUTE RESOLUTION & GOVERNING LAW

21.1 Governing law: Victoria, Australia. 21.2 Good-faith resolution first, and the parties may agree to mediation before commencing litigation. 21.3 Jurisdiction: courts of Victoria (and courts competent to hear a consumer's local claim, where mandatory). 21.4 International users. These Terms are governed by Victorian law regardless of where you access the Platform, except where the mandatory law of your country of residence gives you rights or a forum that cannot be excluded by agreement — in which case those mandatory rights and that forum are preserved (see §8.5). Choice of Victorian law/forum is not intended to, and does not, deprive a consumer of mandatory local protections.

21A. LIMITATION PERIOD

To the extent permitted by law, any claim relating to the Platform must be brought within 12 months of the event giving rise to it. This clause does not apply to, and does not shorten, any limitation period or claim that cannot be limited or excluded by agreement under mandatory law (including non-excludable consumer claims and any statutory period that overrides it).

21B. US ADDENDUM — ARBITRATION & CLASS-ACTION WAIVER

(For US users, a separate addendum with binding individual arbitration + class-action waiver + jury-trial waiver can materially reduce class exposure. To be enforceable it MUST include: (i) a clear, conspicuous presentation with affirmative assent; (ii) a 30-day opt-out window with a simple opt-out method (courts scrutinise arbitration clauses far more harshly without one); (iii) a delegation clause; and (iv) a mass-arbitration/batching protocol. Enforceable in the US, NOT in AU/parts of the EU — draft as a US-only addendum; do not apply globally. Counsel to draft.)

22. GENERAL

22.1 Entire agreement. 22.2 Severability & read-down — if a term is void (e.g., struck as unfair), it is read down to the extent needed to be valid, or severed, and the rest survives. 22.3 No waiver. 22.4 Assignment — we may assign (incl. on sale of business); you may not. 22.5 No agency/partnership. 22.6 Survival. 22.7 Notices. 22.8 English language controls.

23. APP STORE / GOOGLE PLAY TERMS (mandatory for the apps)

23.1 This agreement is between you and MDcells only, not Apple or Google, who are not responsible for the app or its content. 23.2 Apple/Google have no obligation to provide maintenance or support for the app. 23.3 To the maximum extent permitted by law, Apple/Google have no warranty obligation; any failure of a warranty is our responsibility (subject to non-excludable law). 23.4 Apple/Google are not responsible for product-liability, legal/regulatory-compliance, or third-party IP claims relating to the app; such claims are handled per these Terms. 23.5 You represent you are not in an embargoed country or on a prohibited-parties list. 23.6 Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you; the equivalent applies to Google where required.

24.1 Electronic communications. You consent to receive notices, disclosures, and service communications electronically (email/in-app); these satisfy any legal "in writing" requirement. 24.2 Marketing. With your consent where required, we may send marketing communications; you can opt out anytime via the unsubscribe link or account settings. Service/transactional messages are not marketing and continue. (Comply with the Australian Spam Act (consent + functional unsubscribe + sender ID), US CAN-SPAM, Canada CASL, and EU/UK ePrivacy/GDPR consent.)

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25. ACCESSIBILITY

We aim to make the Platform accessible and to improve accessibility over time (targeting recognised standards such as WCAG). If you encounter a barrier, contact accessibility@mdcells.com.