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.
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).
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, not disclose Company IP, and notify Company promptly of any such unauthorized access or use.
(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.
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.
(b) Each such Authorized User:
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.
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:
All amounts due under any Order Form are non-cancellable, non-refundable, and exclusive of all applicable taxes, duties, and charges. Subscriber shall be solely responsible for all such taxes, duties, and charges, except for taxes imposed on Company’s U.S. income.
Subscriber acknowledges and agrees that, as between Company and Subscriber, all right, title, and interest in the Company IP are and will remain the sole and exclusive property of Company (or its licensors).
Subscriber retains all right, title, and interest in and to the Subscriber Data provided to Company. Subscriber grants Company a non-exclusive, worldwide, royalty-free right to use Subscriber Data as necessary to provide the Services and/or Professional Services.
Subscriber may access and use the Marketplace to communicate and engage third parties for services. Transactions are by and between Marketplace participants (e.g., Subscriber and third-party providers). Company does not endorse, warrant, or guarantee any third-party products or services.
The initial term of the Agreement shall commence on the effective date of the Order Form and continue for the specified period. The Agreement automatically renews unless either Party provides 30 days’ advance written notice of its intent not to renew.
Either Party may terminate the Agreement for the uncured material breach of the other Party if the breach is not resolved within 30 days.
Both Parties agree to maintain the confidentiality of proprietary information shared under the Agreement.
Company warrants that it will provide the Services in a competent manner. However, Company does not guarantee uninterrupted or error-free service.
Company’s total aggregate liability under the Agreement will not exceed the fees actually paid by Subscriber in the prior 12 months.
Company shall defend and indemnify Subscriber against claims alleging that the Services directly infringe third-party intellectual property rights.
Subscriber shall defend and indemnify Company against claims arising from Subscriber’s use of the Services in violation of the Agreement.
The laws of the State of Massachusetts will govern the Agreement. Any disputes will be resolved in Massachusetts courts.
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:
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.
Partner Company agrees to:
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.
This Agreement is non-exclusive. The Company may:
The Company’s customer is any customer for whom the Company assigns a job to the Partner Company and the Partner Company "Accepts" the job. Any work performed 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 the Company contact the customer to schedule in the Company Software.
Partner Company agrees to:
Emergency Service Calls are subject to the Emergency Service Rate and are defined as follows:
Types of Emergencies:
The After-Hours Service Fee applies to service calls scheduled outside of standard business hours.
The Partner Company will respond to assigned jobs as follows:
Partner Company will receive 10% of the Net Profit from equipment sales referred to the Company.
Parts for Company-generated work orders must be purchased through the Company or its designated vendors.
Partner Company must maintain the following insurance coverage and name the Company as additionally insured:
Either party may terminate this Agreement for reasons including:
Partner Company is an independent contractor, not an employee or agent of the Company, and is responsible for all tax obligations and benefits.
The Partner Company will indemnify and hold harmless the Company from any claims, losses, or damages arising from the Partner Company’s performance under this Agreement.
Neither party shall be liable for any failure or delay caused by circumstances beyond its reasonable control.
Partner Company shall not disclose or use Company confidential information during or after the term of this Agreement.
For the duration of this Agreement and two (2) years afterward, Partner Company agrees not to solicit the Company’s customers for personal or competitive gain.
Partner Company agrees to provide relevant financial records to the Company for auditing in the case of a dispute.
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.
