Terms and Conditions of Service

• “Cargo” means any stat specimens, organs, tissues, blood products, pharmaceuticals, biologics, medical devices, laboratory reagents, research materials, or any other item(s) tendered by Client for transport.
• “Services” means all stat specimen transport, organ procurement and delivery, temperature-controlled logistics, pharmaceutical and biologic shipments, chain-of-custody transport, and any ancillary services (including tracking, documentation, and compliance support) provided by the Company.
• “PHI” means Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations.
• “Applicable Law” means all federal, state, local, and international statutes, regulations, and ordinances, including without limitation DOT, FDA, OSHA, CLIA, FAA, PHMSA, UN3373 Category B standards, and HIPAA.

The Company provides elite, time-critical healthcare logistics services with Ivy League-level precision. All Services are performed subject to these Terms and any separate written service agreement. The Company acts solely as a logistics provider and is not a medical provider, transplant coordinator, or healthcare practitioner. The Company does not guarantee the clinical viability, usability, acceptance, or medical outcome of any Cargo. Services are provided on a “reasonable commercial efforts” basis unless a specific Service Level Agreement (“SLA”) is executed in writing.

You represent, warrant, and covenant that:

1. You have full legal right and authority to tender the Cargo and all necessary permits, licenses, and authorizations;
2. The Cargo is properly classified, packaged, labeled, marked, and documented in strict compliance with all Applicable Law, including but not limited to hazardous materials regulations, biohazard protocols, and temperature-control requirements;
3. The Cargo does not contain any prohibited, illegal, or improperly prepared materials;
4. All information provided to the Company (including manifests, tracking data, and PHI) is accurate, complete, and compliant with HIPAA;
5. You will maintain a separate Business Associate Agreement (“BAA”) with the Company (or its designee) prior to tendering any PHI-containing Cargo; and
6. You will indemnify, defend, and hold the Company harmless for any failure on your part to comply with the foregoing.

The Company will:

1. Use commercially reasonable efforts to perform the Services in accordance with industry standards for healthcare logistics;
2. Maintain chain-of-custody documentation and real-time tracking where applicable;
3. Comply with its own obligations under any executed BAA; and
4. Carry commercially reasonable insurance as described in Section 7.

You agree to pay all fees as set forth in the applicable rate sheet, quote, or invoice. Invoices are due net thirty (30) days from the date of issuance unless otherwise agreed in writing. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. You are responsible for all taxes, duties, tariffs, and collection costs (including reasonable attorneys’ fees). The Company may suspend Services immediately for any unpaid balance. All fees are non-refundable except as expressly provided in writing.

The parties acknowledge that the Company is a “Business Associate” under HIPAA when handling PHI. All PHI will be handled solely in accordance with the separate BAA executed between the parties, which is incorporated herein by reference and shall control in the event of any conflict with these Terms. The Company will implement appropriate administrative, physical, and technical safeguards as required by HIPAA. You agree to notify the Company immediately of any known or suspected breach involving PHI in the Company’s possession.

The Company maintains commercial general liability, auto liability, cargo, and workers’ compensation insurance in amounts customary for the industry. Certificates of insurance are available upon request. Risk of loss or damage to Cargo transfers to the Client upon tender to the Company unless otherwise agreed in writing. The Company’s liability for any loss, damage, delay, or non-delivery is strictly limited as set forth in Section 8.

This limitation applies regardless of the form of action or the theory of liability and survives termination of the Agreement.

You shall indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, subcontractors, and affiliates from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your breach of any representation, warranty, or obligation under these Terms; (b) the improper preparation, packaging, labeling, or content of any Cargo; (c) any violation of Applicable Law by you or your agents; (d) any medical, clinical, or patient-related claim connected to the Cargo; or (e) your gross negligence or willful misconduct. The Company shall provide you with prompt notice of any claim and cooperate in its defense. This indemnification obligation survives termination of the Agreement.

The Company shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including but not limited to acts of God, weather, traffic, road closures, mechanical failure of third-party carriers, strikes, lockouts, pandemics, governmental orders, regulatory changes, airport or airspace restrictions, or any other circumstance that renders performance commercially impracticable. In such events, the Company will use reasonable efforts to notify you and resume performance as soon as practicable.

Either party may terminate the Agreement for material breach upon thirty (30) days’ written notice if the breach is not cured. The Company may terminate or suspend Services immediately (a) for non-payment, (b) if continued performance would violate Applicable Law, or (c) if, in the Company’s sole discretion, the Client’s actions pose an unacceptable risk. Upon termination, you remain liable for all outstanding fees and must retrieve or arrange for disposal of any Cargo in the Company’s possession at your sole expense.

All tracking platforms, software, reports, and methodologies provided by the Company remain the exclusive property of the Company. You are granted a limited, non-exclusive, non-transferable license to use such materials solely for the duration of the Services. You grant the Company a royalty-free license to use any data or feedback you provide to improve the Services.

These Terms shall be governed exclusively by the laws of the State of Maryland, without regard to conflict-of-laws principles.

The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. Notwithstanding the foregoing, the Company may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Severability.

If any provision is held invalid, the remainder shall continue in full force.

No Waiver.

Failure to enforce any provision does not constitute a waiver.

Assignment.

You may not assign these Terms without the Company’s prior written consent. The Company may assign freely.

Entire Agreement.

These Terms, together with any executed BAA and service order, constitute the entire agreement and supersede all prior understandings.

Amendments.

The Company may amend these Terms upon thirty (30) days’ notice; continued use constitutes acceptance.

Survival.

Sections 6, 8, 9, 12, and 13 survive termination.

Notices.

All notices must be in writing and delivered by certified mail or email with confirmation.