Terms of Service

1. Platform Description

MedPlate is an online booking marketplace that connects medical device and pharmaceutical sales representatives ("Reps") with restaurants offering private dining rooms and exclusive dining experiences ("Restaurants"). MedPlate facilitates the discovery, booking, and payment processing for private dining events intended for business entertainment purposes.

MedPlate, Inc. ("MedPlate," "we," "us," or "our") is incorporated in North Carolina. By accessing or using MedPlate's website, mobile application, or any related services (collectively, the "Platform"), you agree to be bound by these Terms of Service ("Terms").

2. User Eligibility

To register and use MedPlate as a Rep, you must:

• Be currently employed by or an authorized independent representative of a medical device, pharmaceutical, or healthcare technology company.
• Be at least 18 years of age.
• Have the authority to incur expenses on behalf of your employer or yourself for business entertainment purposes.
• Provide accurate and truthful information during registration, including your company affiliation, job title, and contact details.

To register and use MedPlate as a Restaurant, you must:

• Be the owner, operator, or authorized representative of a licensed restaurant establishment.
• Operate a private dining room, private event space, or an area that can be designated for exclusive use by booking parties.
• Maintain all applicable food service licenses, permits, and insurance required by your local jurisdiction.

3. Booking Terms

3.1 Confirmation Window

Upon submission of a booking request by a Rep, the Restaurant has a 30-minute window to accept or decline the request. If the Restaurant does not respond within 30 minutes, the booking request will automatically expire. MedPlate reserves the right to adjust this confirmation window as operationally necessary and will notify affected parties in advance of any changes.

3.2 Cancellation Policy

Each Restaurant sets its own cancellation policy, which is disclosed on the Restaurant's listing page prior to booking confirmation. By completing a booking, the Rep acknowledges and agrees to the Restaurant's cancellation policy. MedPlate is not responsible for cancellation fees set by Restaurants.

3.3 Card Hold

A payment hold may be placed on the Rep's card at the time of booking confirmation. This hold covers the estimated booking total and any applicable service fees. Funds are captured upon successful completion of the event or in accordance with the applicable cancellation policy.

4. Platform Fee

MedPlate charges a service fee of 10% of the Restaurant's room minimum for each confirmed booking. This fee is charged to the Rep and is separate from, and in addition to, any food, beverage, or other charges assessed by the Restaurant. The service fee is non-refundable except in cases where MedPlate determines the booking was cancelled due to a material failure on the part of the Restaurant.

5. Cancellation Fees

Cancellation fees, if any, are determined solely by the Restaurant and are disclosed in the Restaurant's cancellation policy at the time of booking. If a booking is cancelled within the Restaurant's stated cancellation window, applicable fees will be charged from the card hold placed at booking. MedPlate will facilitate the transfer of any assessed cancellation fees to the Restaurant and will retain its service fee on any amounts charged.

6. No-Show Policy

If a Rep or their party fails to appear for a confirmed booking without prior cancellation ("No-Show"), the full room minimum and any applicable cancellation fees will be charged to the Rep's payment method. The Restaurant reserves the right to release the reserved space 30 minutes after the scheduled booking start time in the event of a No-Show. MedPlate will retain its service fee on all No-Show charges.

7. Compliance Responsibility

Reps are solely responsible for ensuring that all dining events booked through MedPlate comply with applicable healthcare industry regulations, including but not limited to the Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h), the Open Payments program, and any applicable state gift and disclosure laws.

MedPlate provides transaction receipts and booking data to assist Reps in their compliance reporting obligations. However, MedPlate does not provide legal or compliance advice, and the provision of receipt data does not constitute a determination that any specific expense complies with applicable law or your employer's internal policies.

It is your sole responsibility to report all covered transfers of value to the appropriate regulatory bodies and to comply with your employer's expense and entertainment policies.

8. Prohibited Uses

You agree not to use the Platform to:

• Provide false or misleading information during registration or while booking.
• Book events for personal entertainment unrelated to legitimate business purposes.
• Circumvent payment obligations or engage in fraudulent chargebacks.
• Use the Platform for any unlawful purpose or in violation of any applicable regulation.
• Attempt to gain unauthorized access to any portion of the Platform or its related systems.
• Scrape, harvest, or otherwise collect data from the Platform without written consent.
• Interfere with or disrupt the integrity or performance of the Platform.
• Resell access to the Platform or use it to provide services to third parties without express authorization.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDPLATE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, DATA LOSS, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PLATFORM.

MEDPLATE'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO MEDPLATE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

MedPlate is a technology platform that facilitates connections between Reps and Restaurants. MedPlate is not a party to any dining agreement between Reps and Restaurants and is not responsible for the quality of food, service, facilities, or any other aspect of the dining experience.

10. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law provisions.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall be subject to the exclusive jurisdiction of the state and federal courts located in Wake County, North Carolina. You consent to personal jurisdiction in such courts.

11. Modifications to Terms

MedPlate reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on the Platform and updating the "Last updated" date above. Continued use of the Platform following the effective date of any changes constitutes your acceptance of the revised Terms.

12. Contact

If you have questions about these Terms, please contact us at legal@medplate.com.