Terms of service
MEDAZA, INC.
TERMS OF SERVICE AND GENERAL TERMS OF PURCHASE
Effective Date: 07/01/2026
These Terms of Service and General Terms of Purchase ("Terms") govern all purchases of medical devices and healthcare supplies made through the Medaza, Inc. ("Medaza," "we," "us," or "our") online platform (the "Platform") by institutional buyers, including but not limited to veterinary clinics, medical institutions, and other authorized business purchasers ("Buyer," "you," or "your"). By creating an account, placing an order, or otherwise using the Platform, Buyer agrees to be bound by these Terms. If Buyer does not agree to these Terms, Buyer must not use the Platform.
1. Definitions
- "Buyer" means the institutional entity, and its authorized representatives, purchasing products through the Platform.
- "Supplier" means the independent manufacturer or distributor whose products are listed for sale on the Platform.
- "Products" means medical devices, veterinary devices, and healthcare supplies listed for sale on the Platform.
- "Platform" means Medaza's website, marketplace, and related technology services through which Products are listed and purchased.
- "Order" means a purchase request submitted by Buyer through the Platform for one or more Products.
2. Eligibility and Accounts
The Platform is intended solely for institutional and business-to-business purchasers. By registering for an account, Buyer represents and warrants that it is a licensed or otherwise legally authorized institutional purchaser of medical devices and healthcare supplies under applicable federal and state law, and that all information provided during registration is accurate and complete. Medaza reserves the right to verify Buyer's credentials, licensure, or institutional status prior to accepting any Order, and to suspend or terminate any account found to contain inaccurate information.
Buyer is responsible for maintaining the confidentiality of its account credentials and for all activity occurring under its account. Buyer must notify Medaza promptly of any unauthorized use of its account.
3. Platform Role and Relationship of Parties
Medaza, Inc. ("Medaza") is a licensed medical device and supplies distributor and broker operating a technology platform that connects institutional buyers ("Buyer") with independent suppliers and manufacturers of medical devices and healthcare supplies ("Supplier(s)"). Medaza is not the manufacturer of any product sold through this platform. Nothing in these Terms creates a partnership, joint venture, or agency relationship between Medaza and any Buyer or Supplier beyond that of distributor/broker and customer.
4. Product Information and Quality Assurance
Medaza performs supplier and product review procedures, including documentation review and FDA-guided quality assurance practices, prior to listing products on this platform, and maintains recall coordination procedures consistent with applicable FDA and state regulatory requirements. These procedures are intended to support the integrity of the platform and do not constitute an independent certification, testing, or guarantee of any product's safety, performance, or fitness for a particular purpose.
Product descriptions, specifications, images, and pricing are provided for informational purposes and are subject to change without notice. Medaza does not warrant that product descriptions or other content on the Platform are accurate, complete, reliable, current, or error-free, and relies on information provided by Suppliers and manufacturers for such content.
5. Orders and Acceptance
All Orders submitted through the Platform constitute an offer by Buyer to purchase the selected Products, subject to acceptance by Medaza. Medaza reserves the right to accept, reject, or cancel any Order, in whole or in part, for any reason, including but not limited to Product unavailability, pricing errors, suspected fraud, or failure to verify Buyer's institutional eligibility. An Order is not binding on Medaza until confirmed in writing (including by email confirmation).
6. Pricing and Payment
All prices are stated in U.S. Dollars unless otherwise indicated and are exclusive of applicable sales, use, or other taxes, which shall be the responsibility of Buyer unless a valid tax exemption certificate is provided. Medaza reserves the right to correct pricing errors at any time prior to shipment. Payment terms shall be as specified at checkout or in a separate written agreement between Medaza and Buyer. Buyer agrees to pay all amounts due in accordance with the payment method and terms selected at the time of purchase.
7. Shipping, Delivery, and Risk of Loss
Shipping and delivery timeframes provided on the Platform are estimates only and are not guaranteed. Title and risk of loss for each Product shall pass to Buyer upon delivery to the carrier at the shipping origin, unless otherwise specified in writing. Buyer is responsible for inspecting Products promptly upon receipt and notifying Medaza of any shipping damage, shortage, or discrepancy within the timeframe specified in Medaza's return policy.
8. Returns and Cancellations
Returns, exchanges, and order cancellations are subject to Medaza's then-current return policy, which may vary by Supplier and Product category, including for reasons related to sterility, regulatory handling requirements, or Supplier-specific restocking terms. Certain Products may be marked as final sale and non-returnable. Buyer should review the applicable return policy prior to placing an Order.
9. Disclaimer of Warranties
EXCEPT AS EXPRESSLY STATED IN WRITING BY MEDAZA, ALL PRODUCTS ARE SOLD "AS IS" AND MEDAZA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Any manufacturer warranty applicable to a product is passed through to Buyer to the extent permitted by the manufacturer, and Buyer's exclusive remedy for defective products is against the manufacturer or Supplier under that warranty.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDAZA'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY PURCHASE SHALL NOT EXCEED THE AMOUNT PAID BY BUYER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL MEDAZA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF MEDAZA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This limitation applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and shall survive any termination of these Terms.
11. Buyer's Acknowledgment of Risk Allocation
By purchasing through this platform, Buyer acknowledges and agrees that:
(a) Medaza acts as a distributor/broker and platform facilitator, not the manufacturer;
(b) Product safety, performance, clinical suitability, and regulatory compliance are the responsibility of the manufacturer and/or Supplier;
(c) Buyer is responsible for independently verifying that any product is appropriate for its intended clinical or institutional use prior to use;
(d) Any claims regarding product defects, malfunction, or injury arising from product use should be directed to the manufacturer or Supplier in the first instance.
12. Buyer Indemnification
Buyer agrees to indemnify, defend, and hold harmless Medaza, its officers, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) Buyer's misuse of a product; (b) Buyer's failure to follow manufacturer instructions, labeling, or applicable clinical protocols; (c) Buyer's violation of these Terms or applicable law; or (d) any claim brought by a third party (including patients or animal owners) arising from Buyer's use of a product purchased through the platform.
13. Supplier Indemnification (Cross-Reference)
Separately, Medaza requires Suppliers listing products on this platform to indemnify Medaza for claims arising from product defects, regulatory non-compliance, or inaccurate product documentation, pursuant to Medaza's Supplier Agreement. This indemnification runs from Supplier to Medaza and does not create any direct right of action by Buyer against Supplier under these Terms.
14. Recalls and Regulatory Notices
In the event of a manufacturer or FDA-initiated recall, Medaza will make commercially reasonable efforts to notify affected Buyers and coordinate with the Supplier/manufacturer on remedy procedures (replacement, refund, or repair, as directed by the manufacturer). Medaza's role in recall coordination does not expand its liability beyond that stated in Section 10.
15. Buyer's Regulatory Responsibilities
Buyer is solely responsible for ensuring that its purchase, possession, and use of any Product complies with all applicable federal, state, and local laws and regulations, including any licensure, permitting, or registration requirements applicable to Buyer's own business or practice. Nothing on the Platform constitutes legal, regulatory, or clinical advice, and Buyer should consult qualified professionals regarding the suitability of any Product for its intended use.
16. Intellectual Property
All content on the Platform, including text, graphics, logos, product images, and software, is the property of Medaza or its licensors and is protected by applicable intellectual property laws. Buyer is granted a limited, non-exclusive, non-transferable license to access and use the Platform solely for its intended purpose of evaluating and purchasing Products. No other rights are granted.
17. Force Majeure
Medaza shall not be liable for any delay or failure to perform its obligations under these Terms resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, labor disputes, governmental action, customs delays, carrier delays, or supply chain disruptions affecting Suppliers or manufacturers.
18. Term and Termination
These Terms remain in effect for as long as Buyer maintains an account or uses the Platform. Medaza may suspend or terminate Buyer's account or access to the Platform at any time, with or without cause, including for violation of these Terms. Sections that by their nature should survive termination — including Sections 9, 10, 12, 13, and 20 — shall survive any termination of these Terms.
19. Modifications to These Terms
Medaza reserves the right to modify these Terms at any time by posting the revised Terms on the Platform. Changes will apply prospectively to Orders placed after the effective date of the revised Terms. Buyer's continued use of the Platform following any such change constitutes acceptance of the revised Terms.
20. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, conducted by a single arbitrator, seated in Tarrant County, Texas. Each party shall bear its own attorneys' fees and costs, except as the arbitrator may otherwise award. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
Any claim shall be brought only in a party's individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator shall have no authority to conduct any arbitration as a class or representative action, and any dispute over the enforceability or scope of this class action waiver shall be decided by a court, not the arbitrator.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction at any time where necessary to prevent irreparable harm, including in connection with a product recall, safety matter, or protection of intellectual property rights, without first pursuing arbitration.
Buyer waives any objection to jurisdiction and venue for any matter properly brought before the courts as described above.
21. Notices
Any notice required or permitted under these Terms shall be in writing and delivered by email to the address associated with Buyer's account, or to Medaza at [insert contact email/address]. Notices are deemed given upon transmission, provided no delivery failure notice is received.
22. Entire Agreement
These Terms, together with any applicable Order confirmation, Supplier-specific warranty terms, and Medaza's published policies referenced herein, constitute the entire agreement between Buyer and Medaza with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements, representations, or understandings, whether written or oral.
23. Severability
If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
24. Assignment
Buyer may not assign or transfer its rights or obligations under these Terms without Medaza's prior written consent. Medaza may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
25. Waiver
No failure or delay by Medaza in exercising any right under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise of a right preclude any other or further exercise of that right.