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Medroid AI, Inc – Terms & Conditions of Sale (Shopping UK & US)

Last Updated: 25 July 2025

These Terms & Conditions of Sale ("Terms") govern the access to and use of the Medroid mobile application and associated website (collectively, the "App"), and all purchases of goods made through the App. By accessing the App, creating an account, or placing an order for goods, you ("you," "your," or "Customer") agree to be unconditionally bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not use the App or place any orders.

These Terms constitute the entire agreement between you and Medroid AI, Inc. and supersede all prior or contemporaneous agreements, representations, warranties, and understandings.

1. Definitions & Interpretation

• "Medroid," "we," "us," "our": Medroid AI, Inc., a Delaware corporation, and its parents, subsidiaries, and affiliates.
• "App": The Medroid mobile application and the website located at medroid.ai or any successor URL.
• "Business Day": Any day which is not a Saturday, Sunday, or a public holiday in London, UK (for UK Orders) or Delaware, USA (for US Orders).
• "Goods": Any and all products, items, and merchandise offered for sale on the App.
• "Order": An offer submitted by you via the App's checkout process to purchase Goods from us under these Terms.
• "Contract": The legally binding agreement between you and Medroid for the sale and purchase of Goods, formed only upon our dispatch of the Goods and governed exclusively by these Terms.
• "Intellectual Property Rights": All patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights, and other intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
• "Distance Contract" (UK only): A contract concluded between a trader and a consumer under an organised distance sales or service-provision scheme without the simultaneous physical presence of the trader and the consumer, with the exclusive use of one or more means of distance communication up to and including the time at which the contract is concluded, as defined under The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

Interpretation: Headings are for convenience only. The singular includes the plural and vice versa. The term "including" shall be construed as "including, without limitation."

2. The Contract & Basis of Sale

• Order as an Offer: Each Order you submit is an offer to purchase Goods. All Orders are subject to acceptance by us.
• Order Acknowledgement vs. Acceptance: Any automated email or App notification confirming receipt of your Order is an acknowledgement that we have received your offer. It does not constitute acceptance of your Order or the formation of a Contract.
• Formation of Contract: A Contract between you and Medroid is formed only at the moment we dispatch the ordered Goods to you and send you a dispatch confirmation email.

Our Right to Refuse or Cancel Orders

We reserve the absolute right to reject, decline, or cancel any Order for any reason, at any time prior to dispatch. Such reasons may include, but are not limited to:

• Suspected fraud, illegal, or unauthorized activity.
• Stock unavailability.
• Inability to authorize payment or unverifiable payment information.
• Significant pricing or product description errors.
• Your breach of these Terms.
• Suspected resale activity.
• Inability to deliver to the address provided.

If we cancel your Order after payment has been taken, we will issue a full refund to the original payment method.

Volume Restrictions & Prohibited Resale

We may, in our sole discretion, limit the quantity of Goods purchased per person, per household, or per Order. The Goods are sold for personal, end-user consumer use only. You represent and warrant that you are not purchasing the Goods for commercial resale. We reserve the right to cancel any orders and/or suspend the accounts of any user we suspect of engaging in resale activity, which constitutes a material breach of these Terms.

Product Descriptions

All specifications, images, and descriptions of Goods on the App are for illustrative purposes only. While we make reasonable efforts to be accurate, we do not warrant that they are error-free, complete, or current. We reserve the right to make changes to product specifications at any time without notice.

3. Prices, Taxes & Payment

Currency & Taxes

• UK Orders: Prices are displayed in British Pounds Sterling (GBP) and are inclusive of UK Value Added Tax (VAT) at the applicable rate.
• US Orders: Prices are displayed in US Dollars (USD) and are exclusive of any federal, state, or local sales taxes. Applicable sales tax will be calculated and added at checkout based on your shipping address.

Pricing Errors

In the event of a manifest pricing error on the App, we are under no obligation to fulfill the Order at the incorrect price. We reserve the right to correct any such errors and will, at our discretion, either contact you for instructions before dispatch or cancel your Order and notify you of such cancellation.

Payment Authorization

You represent and warrant that you are the authorized user of the payment method used to place the Order. By submitting an Order, you authorize us (or our third-party payment processor) to charge your selected payment method for the full amount of the Order, including all applicable taxes and delivery fees.

Failed Payments

If your payment cannot be authorized for any reason, your Order will be suspended or cancelled. You remain liable for any and all unpaid charges. Should we incur any costs in collecting unpaid debts (including but not limited to legal fees and collection agency fees), you agree to reimburse us for all such costs.

4. Delivery, Title & Risk

Delivery Estimates

All delivery timeframes (e.g., UK Standard 3–5 business days, US Standard 5–7 business days) are estimates only. They are not guaranteed and are subject to carrier performance and other factors outside our control. Medroid shall not be liable for any loss or damage arising from any delay in delivery.

Customer's Responsibility

You are responsible for providing a complete, accurate, and secure delivery address. We are not liable for any loss or delay resulting from an incorrect or incomplete address provided by you. Risk of loss passes to you upon delivery to the carrier (for US Orders under specific state laws) or upon delivery to the specified address.

Refused or Unclaimed Deliveries

If a delivery is refused by you or remains unclaimed, you will be liable for the original delivery charges and any costs incurred by us for the return of the Goods. These costs will be deducted from any refund due.

Customs, Duties & Import Fees

For Goods shipped from the US to the UK (or vice versa), the recipient is the importer of record and is solely responsible for all customs fees, import duties, taxes, and other charges. We have no control over these charges and cannot predict their amount.

Title and Risk of Loss

• Title: Legal title to the Goods shall pass to you only upon the later of: (a) the date of our dispatch confirmation email, and (b) our receipt of your payment in full.
• Risk: Risk of loss or damage to the Goods passes to you upon delivery of the Goods to the address you specified in the Order. "Delivery" is deemed to have occurred when the carrier's tracking system marks the item as delivered. We are not responsible for theft or loss after this point.

5. Cancellation, Returns & Refunds

5.1 UK Consumers (Statutory Rights)

• Right to Cancel (Cooling-Off Period): Under the Distance Contracts regulations, you have the right to cancel the Contract within 14 days from the day you receive the Goods, without giving any reason.
• Exercise of Right: To cancel, you must inform us of your decision by a clear statement via email to [email protected] before the 14-day period expires.
• Return of Goods: You must return the Goods to us without undue delay and in any event not later than 14 days from the day on which you communicate your cancellation. The Goods must be returned in their original, unopened, unused, and saleable condition, with all packaging and seals intact.
• Cost of Returns: You are responsible for the direct cost and risk of returning the Goods. We recommend using a trackable service.
• Refunds: We will refund the price paid for the Goods and the cost of our standard outbound delivery. We may make a deduction from the refund for any loss in value of the Goods if the loss is the result of unnecessary handling by you. The refund will be processed to your original payment method within 14 business days of us receiving and approving the returned Goods.

5.2 US Consumers & Medroid Voluntary Returns Policy

• No Statutory Cooling-Off Period: There is no mandatory cooling-off period under US federal law. The following policy is offered at Medroid's discretion.
• Voluntary Returns: We may accept returns of Goods within 30 days of delivery, provided they are in their original, unopened, unused, and saleable condition with all packaging and seals intact.
• Return Costs: All return shipping costs are your responsibility. Original delivery fees are non-refundable.

5.3 General Conditions for All Returns (UK & US)

• Return Authorization Required: You must initiate a return through the App's "My Orders" interface to obtain a Return Merchandise Authorization (RMA) number. Goods returned without a valid RMA may be rejected and returned to you at your expense.
• Inspection: All returned Goods are subject to rigorous inspection upon receipt. Medroid reserves the sole right to determine if the returned Goods meet the required conditions. If they do not, we may, at our discretion, refuse the refund and return the Goods to you at your cost, or offer a partial refund.
• Refund Processing: Refunds will be processed to the original payment method only after the returned Goods have been received, inspected, and approved by us. Please allow up to 30 days from our receipt of the return for the refund to be processed.

6. Faulty, Damaged or Incorrect Goods

You must inspect the Goods upon receipt and notify us via email as soon as reasonably practicable (and in any event, within the statutory periods) if the Goods are faulty, damaged in transit, or incorrect. You must provide your order number, a detailed description of the issue, and clear photographic evidence. At our sole option, we will either: (a) replace the Goods; (b) issue a full refund (including reasonable return postage costs you incurred); or (c) arrange for collection of the Goods at our expense.

7. Consumer Rights & Statutory Guarantees

• 7.1 UK: These Terms do not affect your statutory rights. Under the Consumer Rights Act 2015, Goods must be of satisfactory quality, fit for their intended purpose, and as described.
• 7.2 US: To the extent required by law, Goods are subject to the implied warranties of merchantability and fitness for a particular purpose under the Uniform Commercial Code (UCC) as adopted by the relevant state.

8. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

• A. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE APP AND ALL GOODS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MEDROID DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
• B. Cap on Liability: IN NO EVENT SHALL MEDROID'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SALE OF GOODS EXCEED THE TOTAL AMOUNT YOU PAID FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.
• C. Exclusion of Consequential Damages: IN NO EVENT SHALL MEDROID, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH YOUR PURCHASE OR USE OF THE GOODS, HOWEVER CAUSED, AND REGARDLESS OF THE THEORY OF LIABILITY.
• D. Non-Excludable Liability: Nothing in these Terms shall limit or exclude our liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited under applicable law.

9. Data Protection & Privacy

We will process your personal data in accordance with our Privacy Policy and all applicable data protection laws, including the UK GDPR and the EU GDPR for UK/EU users and the California Consumer Privacy Act (CCPA/CPRA) for applicable US users. By placing an Order, you consent to such processing.

10. Intellectual Property

All Intellectual Property Rights in the App and the Goods are and shall remain the exclusive property of Medroid or its licensors. You are granted a limited, non-exclusive license to access and use the App for personal, non-commercial purposes only. Any other use is strictly prohibited.

11. Governing Law & Dispute Resolution

• For UK Orders: These Terms and any dispute arising from them shall be governed by and construed in accordance with the laws of England and Wales. You agree to submit to the exclusive jurisdiction of the English courts.
• For US Orders: MANDATORY ARBITRATION AND CLASS ACTION WAIVER
  • Governing Law: These Terms and any dispute arising from them shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
  • Binding Arbitration: You agree that any dispute, claim, or controversy arising out of these Terms or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted in New Castle County, Delaware, by a single arbitrator.
  • CLASS ACTION WAIVER: YOU AND MEDROID AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
  • Jury Trial Waiver: YOU AND MEDROID HEREBY WAIVE THE RIGHT TO A JURY TRIAL.

12. Export Controls & Sanctions

You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to a U.S. Government, UK, or EU embargo, or that has been designated as a "terrorist supporting" country. You agree not to export, re-export, or transfer the Goods in violation of any applicable export control laws.

13. General Provisions

• Changes to Terms: We reserve the right to modify these Terms at any time by posting the revised version on the App. Your continued use of the App or placement of an Order after such changes constitutes your acceptance of the new Terms.
• Force Majeure: We shall not be liable for any failure or delay in performance under these Terms resulting from acts or events beyond our reasonable control, including but not limited to acts of God, war, pandemic, epidemic, strikes, supply chain disruptions, or governmental action.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.
• Waiver: Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
• Entire Agreement: These Terms and any documents expressly incorporated by reference herein constitute the entire and exclusive agreement between you and Medroid.
• Third-Party Rights (UK): A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

14. Contact Information

For all inquiries, support requests, or legal notices, please contact us exclusively via email: [email protected].