GENERAL TERMS AND CONDITIONS OF SERVICES
These General Terms and Conditions of Services (“Terms”), including any referenced Supplemental Terms and any order form (“Order Form”) incorporating these Terms (collectively, the “Agreement”) are entered into between UptimeHealth Inc. (“Company”) and the Subscriber identified on the applicable Order Form or as otherwise provided to Company. Company and Subscriber are each referred to as a “Party” and collectively the “Parties”. Capitalized terms used but not defined in these Terms shall have the meanings given elsewhere in the Agreement.
1.1 General. Company offers a proprietary technology platform (e.g., website, mobile application) with an online marketplace to facilitate the provision of equipment and facility management services (“Marketplace”) (collectively, the “Services”), and on-site maintenance, repair, and support services (“Professional Services”) subject to Supplemental Terms (as defined below).
1.2 Access. Subject to an executed Order Form, and any restrictions herein or as set forth in Company’s policies, guides, and manuals as updated and amended from time to time (“Documentation”), Company grants Subscriber a limited, non-exclusive, non-transferable right for Subscriber’s Authorized Users to access and use the Services in accordance with these Terms and Documentation. The Services are made available to Subscriber via a portal. Subscriber shall (a) be responsible, at its expense, for obtaining its own Internet access, and any required hardware, software, or other technology to connect to the portal, (b) prevent unauthorized access to or use of the Services, nor disclose Company IP, and notify Company promptly of any such unauthorized access or use, and (c) use the Services only in accordance with applicable laws and Documentation. All rights not expressly granted to Subscriber are reserved by Company (and its licensors). There are no implied rights granted by Company.
1.3 Authorized Users. Subscriber may permit its employees, agents, and contractors (“Authorized Users”) to access certain functionality of the Services subject to applicable restrictions or limitations set forth herein, provided that: (a) Subscriber is responsible for all acts and omissions of Authorized Users, including Marketplace transactions and (b) each such Authorized User (i) is permitted to access the Services solely for Subscriber’s internal business purposes, during the Subscription Term and (ii) is bound by the restrictions and other limitations set forth in the Agreement. For clarity this Section 1.3 in no way limits any obligations Subscriber may have related to third parties under a separate written agreement with Company.
1.4 Restrictions. Subscriber and its Authorized Users shall not: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, or Documentation, (b) modify, translate, or create derivative works based on the Services, (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services, (d) use, access, or otherwise exploit the Services to build or support, and/or assist a third party in building or supporting, products or services competitive to the Services, (e) remove any proprietary notices or labels from the Services, or (f) use the Services to threaten, disrespect, harass, defame, or intimidate any third-party providers or other subscribers.
1.5 Professional Services. If indicated on an order form, Subscriber may elect to engage Company for the provision of certain Professional Services subject to additional terms (“Supplemental Terms”) and fees as specified on the order form or Documentation. If Subscriber requests the provision of Professional Services on-site at Subscriber’s facility, and Company agrees in writing to provide such Professional Services, Company shall bill and Subscriber agrees to pay any costs and expenses (including any travel expenses) related to the provision of Professional Services on-site. Subscriber’s execution of an order form for Professional Services constitutes Subscriber’s agreement to be bound to the Supplemental Terms and pay any fees relating to such Professional Services. If these Terms are inconsistent with such Supplemental Terms, the Supplemental Terms shall control with respect to such Professional Services. Company may add or discontinue offering any Professional Services, in whole or in part, in Company’s discretion, at any time unless expressly agreed otherwise in the Agreement.
2.1 Fees. In consideration for the rights granted, Subscriber will pay to Company, without offset or deduction, the fees and expenses described in an Order Form or Documentation. Unless otherwise provided in an Order Form, Company reserves the right to increase fees each Renewal Term by five percent (5%) or at the rate of increase in the Consumer Price Index, whichever is greater. Fees and expenses for the Initial Term are due upon execution of the Order Form. Thereafter, fees are payable within thirty (30) days or receipt of an invoice.
2.2 Taxes. All amounts due under any Order Form are non-cancellable, non-refundable, and exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any kind (whether foreign, federal, state, local or other) associated with the Agreement, the Services, the Professional Services, and Authorized Users’ access to and use of the Services and/or Professional Services. Subscriber shall be solely responsible for all such taxes, duties and charges (except for taxes imposed on Company’s U.S. income), which may be invoiced by Company from time-to-time.
2.3 Payment Method. Subscriber shall make all payments hereunder using the payment method set forth in the Order Form. All payments shall be made in U.S. Dollars. Subscriber agrees to gross-up payments due to Company for any tax related withholding or deduction required by applicable laws, such that Company is paid the net amount contemplated under the applicable Order Form.
2.4 Late Payments. In addition to any other remedies available to Company hereunder, Subscriber shall pay interest on all late payments at a rate of 1.25% per month, calculated daily and compounded monthly. Subscriber will reimburse Company for all costs and expenses, including attorneys’ fees, incurred in collecting any unpaid amounts owed by Subscriber hereunder.
2.5 Evaluation Period. If Company offers Subscriber an evaluation period (may also be referred to as Learning Phase, Learning Period, or Pilot), once the evaluation period ends (as documented in an Order Form or as otherwise communicated by Company), Company will begin billing Subscriber’s applicable payment method at the rate and schedule (set forth in the Order Form) for a Subscription Term, unless Subscriber cancels at least three (3) days prior to the end of the evaluation period. The Agreement shall govern Subscriber’s evaluation period and any subsequent subscriptions.
3.1 Company IP. Subscriber acknowledges and agrees that as between Company and Subscriber, all right, title, and interest in the Company IP (including any related patent copyright, trademark, trade secret, intellectual property or other ownership rights) are and will remain the sole and exclusive property of Company (or its licensors). Any derivative works, modifications, suggestions, enhancements, or other feedback Subscriber provides to Company will be solely and exclusively owned by Company, and includes the right for Company to use, reproduce, disclose, publish, distribute, or otherwise exploit, in any manner. Trademarks, logos, and service marks displayed on the Services are registered and/or unregistered trademarks of Company, its licensors or content providers, or other third parties. As used herein, “Company IP” means all of Company’s proprietary technology (including the Services, Documentation, software, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) that Company makes available to Subscriber during the provision of services indicated on an applicable order form.
3.2 Subscriber Data. As between the Parties, except for the limited rights provided herein, Subscriber retains all right, title, and interest (including any and all intellectual property rights) in and to the Subscriber Data as provided to Company. Subscriber hereby grants to Company, its agents, and authorized partners a non-exclusive, worldwide, royalty-free right to use, copy, process store, transmit, distribute, perform and display, modify and create derivative works of the Subscriber Data to the extent necessary to provide the Services and/or Professional Services and to comply with applicable laws. Subscriber shall be solely responsible for ensuring that all Subscriber Data complies with applicable laws. “Subscriber Data” means electronic data and information submitted by or on behalf of Subscriber to the Service or collected and processed by or on behalf of Subscriber using the Service.
4.1 Marketplace Participant. Subscriber may access and use the Marketplace to communicate and engage third parties for the provision of technical, maintenance, and repair services. The terms of such transactions will be further specified in the Marketplace or such documentation provided by Company to Subscriber. These transactions are by and between the identified Marketplace participants (i.e. Subscriber and third-party provider). Company does not endorse, warrant, or guarantee any third-party products or services, including those offered or described in the Marketplace. Company may collect fees and commissions relating to such transactions, but is not responsible or liable for the acts or omissions of any Subscriber or Marketplace participant, their payment or performance obligations, or the benefits or losses associated with any transaction or hardware.
4.2 Third-Party Services. The Marketplace may include certain links to third-party websites for the purpose of Subscriber engaging a third-party provider. Company does not control or operate any such third-party website. Any information Subscriber uploads to a third-party website or provide to a third-party provider is subject to the policies and procedures of such third party, and not Company’s policies. Subscriber agrees that Company will not be responsible or liable for, and does not endorse any content, advertising, products or services provided on or through these third-party websites. Company does not make any representations or warranties as to (a) any API integrations with Subscriber’s or a third party’s services or products or (b) the security of any information (including, without limitation, credit card and other personal information) Subscriber might be requested to give to any third-party website or provider. Subscriber’s use of Company’s API integrations or third-party websites and services is at Subscriber’s sole risk.
4.3 Subscriber Responsibilities. The Marketplace provides Subscriber the opportunity to review the services and products provided by a third-party provider. Subscriber shall be solely responsible for the reviews it uploads to the Marketplace. Any reviews or ratings Subscriber uploads to the Marketplace shall be (a) based on Subscriber’s actual first-hand experience and (b) honest, truthful, and accurate. Subscriber shall not upload any review that Company deems libelous, harassing, obscene, defamatory, offensive, or infringing. Company, in its sole discretion, may remove any reviews or ratings once published to the Marketplace.
5.1 Subscription Term. Unless otherwise specified in an Order Form, the initial term of the Agreement shall commence on the effective date of the order form and continue for the period set forth in the order form, if no period is provided in the order form, the initial term shall continue for twelve (12) months following the effective date of the order form (the “Initial Term”). The Agreement shall thereafter automatically renew for successive renewal terms, equal to the period of the Initial Term (each a “Renewal Term”), unless either Party provides the other Party at least thirty (30) days’ advance written notice of its desire to not renew prior to the end of the then-current Term. The Initial Term and any Renewal Terms may be collectively and individually referred to as the “Subscription Term”.
5.2 Termination. Either Party may terminate the Agreement, including any active Order Form, for the uncured material breach of the other Party if the breaching Party fails to cure such breach within thirty (30) days of becoming aware of the breach, or as otherwise provided in the Agreement.
5.3 Termination for Insolvency. Company may terminate the Agreement (and any or all applicable Order Forms) immediately if Subscriber becomes the subject of any voluntary or involuntary petition in bankruptcy or any voluntary or involuntary proceeding relating to insolvency, liquidation, or composition for the benefit of credits, if such petition or proceeding is not dismissed within sixty (60) days of filing.
5.4 Other Terminations. Company may terminate the Agreement (and any or all applicable Order Forms), or suspend or terminate Subscriber’s access to the Services and Professional Services, at any time in its sole discretion, with or without notice, if (a) Subscriber is past due on any invoiced fees and fails to cure within ten (10) days’ notice, (b) Subscriber is in breach of the Agreement, or (c) Company has a good faith belief that any Authorized Users’ access or use of the Services violates law or regulation or is disrupting other subscribers’ access to or use of the Services.
5. Post Termination Obligations. Upon the termination or expiration of the Agreement and subject to payment of all amounts then due and owing, (a) Company will transfer a copy of Subscriber Data in Company’s possession or control to Subscriber within thirty (30) days following any termination or expiration (or otherwise upon Subscriber’s reasonable request). Company is not obligated to store any Subscriber Data for more than thirty (30) days following the termination or expiration of the Agreement. Company will delete any Subscriber Data in its control or possession thereafter, but may retain copies for archival purposes; and (b) Subscriber will (i) discontinue all access and use of the Services, and (ii) remain liable for all payments due to Company with respect to the period ending on the date of termination (including any fees and expenses that had not been invoiced prior to termination). Sections 2, 3.1, 5.5, 6, 7.2, 8, 9.2, and 10 will survive any termination or expiration of the Agreement.
6. Confidential Information. All confidential information will be held in confidence, and the receiving Party will take all steps reasonably necessary to preserve the confidentiality of the confidential information of the other Party. The disclosing Party's confidential information will not be used or disclosed by the receiving Party for any purpose except (a) as necessary to exercise rights or perform obligations under the Agreement, or (b) as required by law, provided that the other Party is given a reasonable opportunity to obtain a protective order. The receiving Party will limit its use of and access to the disclosing Party's confidential information to only those of its employees or representatives whose responsibilities require such use or access. The receiving Party will advise all such employees and representatives, before they receive access to or possession of any of the disclosing Party's confidential information, of the confidential nature of the confidential information and require them to abide by the terms of this Section. Either Party may disclose the Agreement to its actual or potential investors, creditors, professional advisors, or attorneys who are subject to a duty of confidentiality. Company’s confidential information includes the Services (and the data that is provided as part of the Services, but not any Subscriber provided data), Documentation, and the pricing under the Agreement.
7.1 Company Limited Warranty. Company warrants that it will provide the online platform and Marketplace (defined as “Services” above) in a competent manner. Company does not warrant that it will be able to correct all reported defects or that use of the Services will be uninterrupted or error free. Company retains the right to modify the Services, including the Company IP, in its sole discretion; provided that doing so does not have a material adverse impact on the Services. Company may pause or interrupt the Services at any time, and Subscriber should expect periodic downtime for updates to the Services.
7.2 Disclaimer. THE SERVICES ARE PROVIDED “AS IS” AND COMPANY MAKES NO ADDITIONAL REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM COMPANY IP. ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, OR NON-INFRINGEMENT.
8. Limitation of Liability. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF REVENUE, SAVINGS OR DATA) ARISING IN CONNECTION WITH THE AGREEMENT, INCLUDING COMPANY IP, PROFESSIONAL SERVICES, OR OTHERWISE, BASED ON ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. A PARTY’S TOTAL AGGREGATE LIABILITY UNDER THE AGREEMENT, INCLUDING ALL ORDER FORMS WILL UNDER NO CIRCUMSTANCES EXCEED THE FEES ACTUALLY PAID BY THE SUBSCRIBER TO COMPANY DURING THE PRIOR TWELVE (12) MONTHS FROM THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO PAYMENT OBLIGATIONS UNDER ANY ORDER FORM, UNAUTHORIZED USE OR DISCLOSURE OF COMPANY IP, OR SUBSCRIBER’S INDEMNIFICATION OBLIGATIONS IN SECTION 9.2. IF THE SERVICES OR PROFESSIONAL SERVICES ARE PROVIDED ON A TRIAL OR EVALUATION BASIS, SUBSCRIBER’S SOLE REMEDY IN CONNECTION THEREWITH WILL BE TERMINATION OF THE TRIAL OR EVALUATION PERIOD.
9.1 Company Indemnification. Subject to the terms and conditions herein, Company shall defend, indemnify, and hold harmless Subscriber and its directors, officers, and employees from and against any third-party claims, actions, proceedings, demands, lawsuits, damages, liabilities and expenses (including reasonable attorneys’ fees and costs)(collectively, “Claim(s)”) alleging that the Services, when used as authorized under these Terms, directly infringes a third party’s intellectual property. If Subscriber’s use of the Services is, or in Company’s opinion is likely to be, enjoined due to the type of infringement specified above, Company may, in its sole discretion: (a) substitute or modify the Services so that the Services become non-infringing without compromising material functionally; (b) procure for Subscriber the right to continue using the Services; or if (a) and (b) are not commercially reasonable, (c) terminate the Agreement (and applicable order form) and refund to Subscriber any pre-paid fees for the Services associated with the then-remaining Subscription Term. The foregoing indemnification obligation of Company shall not apply: (i) if the Services are modified without Company’s prior written approval; (ii) the Services are combined with services or processes not authorized by Company in writing; (iii) related to misuse of the Services; (iv) to any third-party components or Subscriber Data; or (v) if the infringement relates to Company’s compliance with specifications or other requirements of Subscriber. THIS SECTION 9.1 SETS FORTH SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY THIRD-PARTY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
9.2 Subscriber Indemnification. Subscriber shall defend, indemnify, and hold harmless Company and its shareholders, partners, members, directors, officers, employees, lenders, successors and assigns, from and against any and all Claims arising out of or relating to (a) Subscriber’s or any Authorized User’s use of the Services in violation of the terms and conditions herein or applicable law or (b) Subscriber’s service offerings or Subscriber Data.
9.3 Procedures. The obligations of each indemnifying party are conditioned upon receiving from the Party seeking indemnification: (a) prompt written notice of the Claim (but in any event notice in sufficient time for the indemnifying party to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (c) all reasonable necessary cooperation of the indemnified party, at indemnifying party’s expense.
10. 1 Support Services. Subscriber agrees and consents to Company accessing Subscriber’s account and/or creating duplicative or impersonating accounts for the provision of support services as described in an Order Form.
10.2 Connect Equipment Data. Subscriber agrees and consents to Company accessing data collect by any device or machinery that possesses the capability to send or receive data or commands through electronic means, either autonomously or through external control, to or from a centralized system, platform, or other devices, whether directly or indirectly (“Connected Equipment”). Subscriber grants Company the non-exclusive, perpetual, irrevocable, royalty-free right to use, analyze, reproduce, modify, adapt, publish, distribute, and display the data from Connected Equipment to utilize this data primarily for improving products, services, and overall platform performance. Connected Equipment data includes, but is not limited to, device maintenance information, performance metrics, and other relevant operational data.
10.3 Hosting Providers. Subscriber acknowledges that the Services are hosted by third-party hosting providers (the “Hosting Providers”). Company may changes its Hosting Providers at any time. Subscriber’s use of the Services is subject to any applicable restrictions or requirements imposed by the Hosting Providers. Notwithstanding any other provision of the Agreement, Company shall not be liable for any problems, failures, defects, or errors with the Services to the extent caused by the Hosting Providers. Subscriber acknowledges that the fees payable for the Services reflect the fact that Company is not responsible for the acts and omissions of the Hosting Providers.
10.4 Statistical Data. Company may analyze Subscriber Data, and data or other content or information of other clients, to create aggregated or anonymized statistics or data that do not identify Subscriber or any individual, and Company may during and after the Subscription Term use and disclose such statistics or data in its discretion, subject to applicable laws and regulations.
10.5 Publicity. Company may use Subscriber’s name and logo to issue press releases and on customer lists published on Company’s website and marketing materials.
10.6 Assignment. Neither Party may assign the Agreement or assign any of its rights, without the prior written consent of the other Party; provided, however, that either Party may assign its rights under the Agreement without the consent of the other Party in the event of a corporate reorganization, consolidation, merger, sale, or transfer of all or substantially all of its assets. Any purported assignment or delegation in violation of this paragraph is null and void. The Agreement will bind and inure to the benefit of each Party’s successor and permitted assigns.
10. 7 Notices. Subscriber agrees that an email to its email address on record will constitute formal notice under the Agreement.
10.8 Waiver. No waiver by either Party of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by such Party.
10.9 Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement.
10.10 Force Majeure. Neither Party will be liable hereunder by reason of any failure or delay in the performance of its obligations under the Agreement on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, pandemics, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause that is beyond the reasonable control of either Party.
10.11 Governing Law; Venue. The laws of the State of Massachusetts will govern the Agreement and any dispute arising hereunder without giving effect to the choice of law provisions thereof. Subscriber hereby consents to jurisdiction and venue in any federal or state court located within the State of Massachusetts, and Subscriber shall not bring any suit, claim or other cause of action except in a court within the State of Massachusetts, USA.
10.12 Entire Agreement. Except as otherwise expressly provided in writing, the Agreement sets forth the entire agreement between Subscriber and Company regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter.
SUPPLEMENTAL TERMS FOR PROFESSIONAL SERVICES
UptimeHealth Inc. (“Company”) may offer optional, supplemental Professional Services as described in the Documentation. If Subscriber elects to use the supplemental Professional Services, these supplemental terms shall control with respect to such Professional Services (“Supplemental Terms”). Capitalized terms not defined in these Supplemental Terms have the meaning given elsewhere in the Agreement.
TERMS AND CONDITIONS
Version 1.0
Effective Date: December 10, 2024
WHEREAS, UptimeServices LLC ("Company") provides a platform for connecting healthcare equipment service providers with customers requiring equipment maintenance and repair services; and
WHEREAS, these Terms and Conditions ("T&Cs") govern the relationship between Company and any service provider ("Partner Company") who enters into a Medical & Dental Equipment Service Partner Agreement with Company;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Term: This Agreement shall commence upon the Effective Date and continue for one (1) year (Initial Term). Thereafter, it shall automatically renew for a one-year period unless either party provides written notice at least 30 days before the expiration of the then-current term of its intention not to renew.
2. Qualification & Background Checks: Partner Company agrees to: Complete any necessary or OEM-required training and provide a background check for any technicians performing work under this agreement or allow the Company to perform one.
3. Use of Company Software: The Partner Company agrees to use the Company’s Software (Software) for all services provided under this Agreement. Partner Company agrees to use the Software to document all details for work performed unless the Partner Company is instructed otherwise in the Job Ticket.
4. Non-Exclusivity: This Agreement is non-exclusive. The Company may engage other service providers in the same geographic region: If the Partner Company rejects or fails to complete a referred job, the Company may reassign it to another technician. Customers may request a different technician, and the Company reserves the right to honor such requests.
5. Definition of the Company’s customer pertaining to Dental:
The definition of the Company’s customer is any customer that the Company assigns a job to the Partner Company and the Partner Company “Accepts” the job. Any work performed by the Partner Company for this customer falls under the agreed revenue share. If the Company’s customer contacts the Partner Company directly, the Partner Company should request that we contact the customer to schedule in the Company Software.
6. Performance of Services: Partner Company agrees to perform services at the highest professional standards and in compliance with all relevant local, state, and federal laws. Additionally, they will obtain and maintain all necessary licenses, permits, and registrations at its expense, and will always interact with all customers respectfully and professionally.
7. Description of Emergency and After hours: Below is a definition and describes the instance in which the Emergency or After hours rate applies.
· Emergency Service Call: Emergency Service Calls are subject to the Emergency Service Rate and are defined as follows; An Emergency Service Call is a critical issue that partially or completely halts the customers’ ability to operate and requires the service to be prioritized as in need of rapid response. Typically associated with "lifeline" equipment such as compressors, vacuum pumps, or sterilizers...
o Same-Day Emergencies: These require you to respond as quickly as possible due to a total operational shutdown or severe issues like major water leaks.
o Urgent Emergencies: These calls may not need same-day attention but must be scheduled ahead of routine service appointments to restore functionality promptly.
· Afterhours Service Call: The After-Hours Service Fee applies to service calls scheduled outside of standard business hours. Standard business hours are defined as Monday through Friday, 8:00 AM to 5:00 PM, excluding public holidays.
o Technicians may charge the After-Hours Service Fee when a service request is scheduled to take place after standard business hours, including evenings, weekends, or holidays.
o If the service extends into the afterhours, and the technician communicates with the Company and the customer the repair will extend into the afterhours and therefore part of the service will fall under the afterhours rate if applicable.
8. Response Times: The Partner Company will respond to assigned jobs as follows
· During business hours – an acknowledgement of the request within 1 hour.
· After business hours, weekends and holidays; acknowledgement of the request within 1 business day.
9. Calculation of Revenue Share: Partner Company will receive 80% of Gross Revenue, and the Company will retain 20% of the Labor Revenue. Gross Revenue includes labor and travel charges but excludes sales tax. The Partner Company retains 100% of revenue from parts sales.
10. Referral Fees on Equipment Sales: The Partner Company will receive 10% of the Net Profit from any equipment sales referred to the Company, whether the customer is the Company’s customer or a customer of the Partner Company. Net Profit equals the sale amount, excluding shipping, taxes, and merchant fees, less the Company’s cost of goods and shipping. Partner Company may install the equipment if qualified, as determined by the Company. If the Partner Company declines or they are determined to be unqualified, the Partner Company will not be paid for the Installation and another technician will be assigned by the Company.
11. Purchase Requirements
Parts for Company-generated work orders required to be purchased through the Company or its designated vendors. Partner Company may use van stock but must replenish those parts through the Company. Warranties on parts must be directed by the Partner Company to the manufacturer.
12. Insurance Requirements
Partner Company must maintain at a minimum, the following insurance coverage during the Agreement term and name the Company as additionally insured:
· General Liability: $1,000,000 per occurrence; $2,000,000 aggregate.
· Auto, property, and worker’s compensation insurance (if applicable).
· The Company must be named on the policy as Additionally Insured.
· Policies must:
o Be written by an insurer with a best rating of “A-” or better.
o Waive subrogation rights against the Company.
o Provide 30 days’ notice of cancellation or modification.
13. Termination: Either party may terminate this Agreement for reasons including:
· Non-payment, breach of confidentiality or non-solicitation clauses, failure to use Company Software required by this agreement, failure to maintain insurance or licenses, bankruptcy or insolvency, fraudulent or unethical practices.
· Either party may terminate this Agreement without cause with 30 days' written notice.
· Upon termination, Parties must: Settle all payments due, maintain business records for three (3) years, resolve warranty claims in good faith and return all Parties materials and confidential information.
14. Independent Contractor: Partner Company is an independent contractor, not an employee, agent of the Company. The Partner Company is responsible for all tax obligations and benefits.
15. Indemnification: The Partner Company will indemnify, and hold harmless Company and its officers, directors, employees, agents, successors, and assigns from any claims, losses ,damages, claims, or liabilities or cost (including attorney’s fees) arising from the Partner Company’s performance under this Agreement, including violations of the terms herein, negligence or willful misconduct, intellectual property infringement; any violations of law or regulation caused by the Partner Company.
16. Force Majeure Events: Neither party shall be liable for any failure or delay in performance
hereunder caused by circumstances beyond its reasonable control, including without limitation: acts of God; war, riot, or civil commotion; government actions or regulations; labor disputes or strikes; utility or communication failures; or pandemics or other public health emergencies (each, a "Force Majeure Event"). If a Force Majeure Event occurs, the affected party will:
· Notify the other party as soon as possible.
· Take reasonable steps to reduce its impact.
· Resume work as soon as it's practical to do so.
If the event lasts for more than 30 consecutive days, either party may choose to end the Agreement by providing written notice.
17. Confidentiality: Partner Company shall not disclose or use the Company confidential information, including the Company Software, pricing, and customer details, during or after the term of this Agreement.
· Non-Disclosure of Pricing and Revenue Details: Vendors are strictly prohibited from disclosing UptimeServices pricing structures, revenue share amounts, or any other financial arrangements to customers or third parties. All such information is considered confidential and proprietary to UptimeServices.
· Customer Communication Restrictions: Vendors are not authorized to provide diret pricing, estimates, invoices, or cost breakdowns to the customers under any circumstances. All pricing discussions and estimates must be submitted exclusively to UptimeServices for review and approval.
· Submission Requirements: Vendors must submit all items, including but not limited to, pricing details, supporting documentation, and related correspondence, directly to UptimeServices. These submissions are subject to review and approval before any communication with the customer is finalized.
· Breach of Confidentiality: Any violation of these confidentiality terms, including direct communication of pricing or revenue details to customer may result in termination of this agreement and/or legal action to recover damages.
18. Non-Solicitation: For the duration of this Agreement and Two (2) years afterward, Partner Company agrees not to: Solicit Company’s customers for personal or competitive gain.
19. Company Audit Rights: Partner Company agrees to provide relevant financial records to the Company for auditing in the case of a dispute regarding servicing a Company customer outside of the Company’s Software or selling the Company customer equipment outside of the Company without written permission.
20. Miscellaneous: The Partner Company may not assign this agreement without prior written consent. All Sections, clauses and covenants contained in this Agreement are severable, and in the event any of them shall be held to be invalid by any court, this Agreement shall be interpreted as if such invalid Sections, clauses or covenants were not contained herein. This Agreement is governed by Massachusetts law and any disputes shall be resolved in Suffolk County, Massachusetts, both parties waive the right to a jury trial.
IN WITNESS WHEREOF, these Terms and Conditions are effective as of the date first set forth above.
Providing dental and medical practices with the services, software, and training they need to stay efficient and compliant.
