Customer Terms of Service

This Customer Terms of Service (this “Agreement”) is entered into between MedPathX, Inc., a Delaware corporation (“MedPathX”), and the person or entity accepting this Agreement (“Customer”). Each is a “Party”. MedPathX operates a technology platform that provides visibility into organ-transport flight availability and pricing, and facilitates matching among transplant centers, organ procurement organizations, and other authorized participants (the “Platform”). Customer accepts this Agreement by executing it or an Order Form, by clicking or otherwise indicating acceptance, or by accessing or using the Platform, and the date Customer first does so is the “Effective Date”; if an individual accepts for an entity, that individual represents that they are authorized to bind it. The Parties agree as follows.

1. Definitions

1.1 “Affiliate”

of a Party means any entity that controls, is controlled by, or is under common control with that Party (more than 50% of voting interests or the power to direct management).

1.2 “Confidential Information”

means non-public information that is designated confidential or reasonably understood to be confidential. Customer Data is Customer’s Confidential Information. Confidential Information excludes information that is or becomes public through no fault of the receiving Party, was lawfully known to it before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of the disclosing Party’s Confidential Information.

1.3 “Customer Data”

means data and content submitted to or processed by the Platform for Customer or its Users, including case, request, and communication data and other information Customer enters or generates through its use of the Platform.

1.4 “De-Identified Data”

means data derived from Customer Data, or generated from use of the Platform, that does not identify, and cannot reasonably be used to identify, Customer, any User, any other individual, or any organ donor or recipient, and that, with respect to PHI, has been de-identified in accordance with 45 CFR 164.514(a) and (b).

1.5 “Documentation”

means MedPathX’s then-current technical and end-user documentation for the Platform.

1.6 “Fees”

means, collectively, the Subscription Fee, any Matching Fee, and any other fees for the Platform or related services set out in the applicable Order Form or shown on or selected through the Platform, in each case as adjusted under Section 4.3 (Fee Changes).

1.7 “HIPAA”

means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, each as amended.

1.8 “Matching Fee”

means the per-case Platform fee described in Section 4.1 (Fees), if applicable.

1.9 “MedPathX Content”

means (i) the Platform, the Documentation, all underlying software, technology, models, know-how, and all improvements, modifications, and derivative works of the foregoing, together with all intellectual property rights in the foregoing; (ii) all data embedded in or generated by the foregoing; (iii) the Platform Data; and (iv) the De-Identified Data. MedPathX Content does not include Customer Data that is not De-Identified Data.

1.10 “Operator”

means a Part 135 air carrier or other provider of organ-transport flight capacity that participates in the Platform under separate provider terms with MedPathX. An Operator may be referred to as a “Provider,” “Certificated Operator,” “Capacity Provider,” or “Operating Carrier” under those provider terms; those terms and this Agreement describe the same supply-side participants.

1.11 “Order Form”

means an ordering document, an example of which is provided in Schedule A (Order Form), executed by the Parties specifying the Platform access, subscription tier, quantities, term, and Fees.

1.12 “Platform Data”

means availability, positioning, pricing, insurance, and certification information supplied by Operators or other third parties and displayed through the Platform, together with marketplace data generated by the Platform from it. Platform Data does not include Customer Data.

1.13 “PHI”

means protected health information as defined under HIPAA.

1.14 “Subscription Fee”

means the recurring subscription fee stated on the Order Form.

1.15 “Term”

has the meaning in Section 12.1 (Term).

1.16 “Transport Services”

means the air-transport services performed by Operators. MedPathX does not provide Transport Services.

1.17 “Users”

means individuals authorized by Customer to access the Platform, including personnel of Customer, its Affiliates, and its contractors acting on its behalf.

2. Platform Access; Use

2.1 Access Right

MedPathX grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for Customer’s business purposes, in accordance with this Agreement, the Documentation, and the access tier and scope set out in the applicable Order Form or, if Customer accesses the Platform without an Order Form, shown on or selected through the Platform. This right applies during the applicable Order Form term or, for access obtained without an Order Form, for as long as Customer’s account remains active and in good standing. Customer is responsible for its Users’ acts and omissions as if they were Customer’s own.

2.2 Restrictions

Customer will not, and will not permit any third party to:

(a) resell, sublicense, distribute, or provide the Platform on a service-bureau basis, or otherwise make it available to anyone other than Users;

(b) reverse engineer, decompile, or disassemble the Platform, or copy its features or interfaces, except as applicable law requires;

(c) scrape, harvest, or extract data or software from the Platform other than data Customer is authorized to access, or for use or operation outside the Platform;

(d) use the Platform or its outputs to build a competing product or service;

(e) circumvent or exceed any usage, seat, or functionality limit applicable to Customer’s subscription tier;

(f) introduce into the Platform any virus, malware, or other malicious code;

(g) interfere with or disrupt the integrity, security, or performance of the Platform, or attempt to gain unauthorized access to the Platform or its related systems, networks, or data, including by conducting penetration, vulnerability, or load testing without MedPathX’s prior written consent; or

(h) use the Platform in violation of Section 6.2 (Acceptable Use) or applicable law.

2.3 Orders; Access. Customer may obtain access to the Platform either (a) under an Order Form executed by the Parties, on paper or electronically, or (b) by registering for and using the Platform subject to this Agreement and the access tier, scope, and Fees shown on or selected through the Platform, including by booking matching services on a per-use basis. Each Order Form is incorporated into this Agreement; on conflict, this Agreement controls unless the Order Form expressly overrides the conflicting provision. Pre-printed terms in any Customer purchase order are rejected and have no effect. An Order Form binds only when MedPathX accepts it in writing, including by countersigning; once accepted, an Order Form is non-cancellable and its quantities and entitlements may not be reduced during its then-current term, except as expressly provided in this Agreement or the Order Form. Customer Affiliates may execute Order Forms, or separately accept this Agreement, under this Agreement; for each, references to Customer mean that Affiliate, which agrees to be bound by this Agreement, and Customer remains responsible for its Affiliates’ compliance.

2.4 Reservation

Except for the rights expressly granted in this Agreement, MedPathX reserves all rights in the MedPathX Content, and grants none by implication or estoppel.

2.5 Trial Access

MedPathX may offer Customer access to the Platform on a free or reduced-fee trial, pilot, or evaluation basis, as designated in an Order Form or on the Platform (such access period, including any extensions, the “Trial Period”). Unless the applicable Order Form states otherwise: (a) during the Trial Period, Customer may access and use the full functionality of the Platform that MedPathX generally makes available, subject to this Agreement, and no Subscription Fee, Matching Fee, or other Fees accrue; (b) the Trial Period may be extended one or more times by written agreement of the Parties or by MedPathX’s written notice to Customer (email sufficing in each case); (c) either Party may terminate trial access at any time on written notice to the other; and (d) Customer’s trial access ends automatically at the end of the Trial Period unless the Parties have executed an Order Form for paid access or Customer has selected paid access through the Platform, and any use of the Platform after the Trial Period is subject to the applicable Fees. Trial access is provided “as is”, is excluded from Section 9.2 (MedPathX Warranties) and any service levels, and is otherwise subject to all terms of this Agreement, including Sections 2.2 (Restrictions), 3 (Platform Role; No Agency; No Guarantee), 6.2 (Acceptable Use), 7 (Data Protection; Security; Intellectual Property), and 8 (Confidentiality). Trial access is a standard commercial offering that MedPathX makes available on comparable terms to similarly situated customers and is not conditioned on, or provided in exchange for, any referral or the volume or value of any business.

3. Platform Role; No Agency; No Guarantee

3.1 Technology Platform Only; Direct Contracting

MedPathX provides a technology platform that surfaces Operator availability and pricing and facilitates introductions and matching among participants. MedPathX does not operate or control aircraft, does not hold operational control of any flight, is not a party to any agreement between Customer and any Operator, does not act as Customer’s agent or broker in selecting or contracting with any Operator, and does not itself sell, hold out, or provide air transportation as a carrier or direct or supervise the performance of Transport Services. All Transport Services are contracted for, performed, and paid directly between Customer (or its designee) and the Operator, which for each flight is the direct air carrier in operational control. Where an Operator arranges performance of a flight through a Part 135 air carrier it engages, that carrier is the direct air carrier in operational control of the flight, and its identity is made available through the Platform before the flight based on information supplied by the Operator. Customer is solely responsible for evaluating, selecting, contracting with, and paying Operators and for confirming each Operator’s certifications, authority, and insurance, including those of any Part 135 air carrier the Operator engages. Insurance limits and other Operator attributes displayed on the Platform are as reported by the Operator; MedPathX does not verify or warrant their accuracy or adequacy, and Customer is responsible for determining whether an Operator’s coverage is adequate for a given flight. MedPathX does not represent that any flight is confirmed unless and until the Operator has accepted it.

3.2 No Guarantee; Informational Use

MedPathX does not guarantee the availability, price, quality, safety, timeliness, regulatory compliance, or performance of any Operator or Transport Services, or the accuracy or completeness of Platform Data or Operator-supplied information. Platform Data, including aggregated availability and pricing information, is provided to support Customer’s independent decisions and is not a recommendation, and Customer will not rely on it as the sole basis for any decision.

3.3 No Payment Intermediary

MedPathX does not collect, hold, route, escrow, or disburse any payment for Transport Services between Customer and any Operator. MedPathX’s only charges to Customer under this Agreement are the Fees.

3.4 No Clinical or Allocation Role

The Platform supports transport logistics only. MedPathX does not participate in, and the Platform is not a means of making, organ allocation decisions or clinical decisions, each of which remains solely with the responsible clinicians, transplant centers, and organ procurement organizations.

3.5 Customer Acting for Others

If Customer accesses the Platform to source flights on behalf of its own clients, Customer does so as principal, is solely responsible for its arrangements with and obligations to those clients, and acknowledges that MedPathX has no relationship with, or obligation to, those clients.

3.6 No Responsibility for Organ Viability or Medical Outcomes

MedPathX is not responsible for organ viability, ischemic time, the condition, packaging, handling, or chain of custody of any organ or other cargo, or any medical, clinical, or transplant outcome, each of which depends on the Operators, clinicians, couriers, and other parties and not on the Platform.

3.7 Dealings with Operators; Release

Customer’s dealings with any Operator, including any agreement, transaction, dispute, delay, cancellation, or claim relating to Transport Services, are solely between Customer (or its designee) and the Operator. Customer assumes the risks of those dealings and, to the maximum extent permitted by law, releases MedPathX from, and will not assert against MedPathX, any claim arising out of or relating to the acts, omissions, performance, or non-performance of any Operator or any Transport Services. This Section 3.7 does not limit MedPathX’s express obligations under this Agreement.

3.8 Healthcare Compliance; No Organ Transaction

The Platform supports transport logistics only and is not a means of acquiring, receiving, or transferring any human organ for valuable consideration. The Fees, and any amounts Customer pays an Operator for Transport Services, are intended as reasonable payments for technology, access, and transportation services within the meaning of the National Organ Transplant Act, are set in advance and consistent with fair market value, and are not determined in a manner that takes into account the volume or value of any referrals or other business reimbursable under any federal health care program. Customer’s use restrictions under the Anti-Kickback Statute and the National Organ Transplant Act are set out in Section 6.2 (Acceptable Use).

3.9 Customer-Referred Operators; Logistics-Management Use

Customer may identify or refer to MedPathX Part 135 air carriers, including carriers owned by, affiliated with, or under contract with Customer, for participation in the Platform. Each referred carrier must meet MedPathX’s then-current eligibility criteria, complete MedPathX’s onboarding process, and enter into MedPathX’s separate provider terms before participating in the Platform (each such onboarded carrier, a “Customer-Referred Operator”), and each Customer-Referred Operator is an “Operator” for all purposes of this Agreement. MedPathX may accept or decline any referred carrier in its discretion, and each Operator’s continued participation remains subject to the applicable provider terms. Neither Party pays or receives any fee or other consideration for any referral under this Section 3.9. Customer may use the Platform to schedule, manage, coordinate, and track flights performed by Customer-Referred Operators, including as an internal logistics-management tool. Customer’s referral of, or ownership of, affiliation with, or contractual relationship with, any Operator does not change MedPathX’s role under this Agreement: MedPathX remains a technology platform only, all Transport Services, including flights performed by a Customer-Referred Operator or Customer’s own or affiliated fleet, are arranged, performed, and paid for solely between Customer (or its designee) and the applicable Operator, and this Section 3 applies to all Customer-Referred Operators and their Transport Services. Unless an Order Form states otherwise, MedPathX may make Customer-Referred Operators and their capacity available to other Platform participants in accordance with the applicable provider terms.

4. Fees; Payment

4.1 Fees

Customer will pay the Fees set out in the applicable Order Form or, if Customer accesses the Platform without an Order Form, the Fees shown on or selected through the Platform for the access or services Customer selects, in each case as adjusted in accordance with Section 4.3 (Fee Changes). No Fees accrue during any Trial Period, except as stated in the applicable Order Form or as selected by Customer through the Platform. Unless an Order Form or the Platform states otherwise, Platform access is sold as a monthly plan subscription (the “Network Access” and “Fleet + Network Access” plans, as described in Schedule A), with the Subscription Fee billed monthly in arrears at the monthly rate for the selected plan, and Customer authorizes MedPathX or its payment processor to charge Customer’s designated payment method for Fees as they become due. Under the Network Access plan, Customer will pay a flat Matching Fee for each case Customer opens through the Platform, at the rate set out in the Order Form or shown on the Platform: one Matching Fee per case regardless of the number of flights or legs flown for the case, and separating a mission into multiple legs or bookings does not increase the Matching Fee. The Matching Fee accrues only when a flight for the case is “Verified Complete”, meaning completion of the flight as verified by ADS-B or other flight-tracking data or, where such data is unavailable, by other reasonable evidence of completion (including Operator confirmation and flight logs); no Matching Fee is owed for a case with no Verified Complete flight. The Party that opens a case pays the Matching Fee for it, and if a case is transferred through the Platform before any flight for it is Verified Complete, the transferee is treated as the opening Party. No Matching Fee applies to a case whose flights are operated entirely by Customer’s “Own Fleet” (aircraft owned, leased, or under the common operational control of Customer, excluding aircraft available to Customer under charter, contract, or preferred-vendor arrangements) under a Fleet + Network Access plan. Matching Fees are invoiced monthly in arrears. If Customer and an Operator are first introduced to each other through the Platform, each organ-transport mission flown between them within one hundred eighty (180) days after the introduction, whether or not booked through the Platform, is treated as one case opened by Customer for purposes of the Matching Fee, except flights under a contractual relationship that pre-dates the introduction and is independent of the Platform, as evidenced by a written agreement or booking history predating the introduction. The Matching Fee is a Platform fee payable to MedPathX and is separate from, and does not include, any amount payable to an Operator for Transport Services.

4.2 Payment; Taxes

MedPathX invoices per the Order Form, and Customer will pay undisputed amounts within thirty (30) days. Late undisputed amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. MedPathX's flight and Platform records (including ADS-B and other flight-tracking data) control for invoicing purposes absent manifest error; Customer must raise any invoice dispute in writing to support@medpathx.com within thirty (30) days after the invoice date, and the Parties will resolve raised disputes in good faith. Fees exclude taxes (other than taxes on MedPathX’s net income), for which Customer is responsible.

4.3 Fee Changes

Fees are fixed for the then-current term of the applicable Order Form or plan subscription. MedPathX may increase any Fees, and may introduce new fees, effective upon renewal, on at least thirty (30) days' prior notice to Customer (email or notice through the Platform sufficing). Changed and new Fees apply prospectively to amounts becoming due on or after the effective date of the change and do not affect amounts already prepaid for the then-current billing period. If a change, including any new fee, increases the total Fees payable by Customer by ten percent (10%) or less, it takes effect on the date stated in the notice and is not a basis for termination. If a change increases the total Fees payable by Customer by more than ten percent (10%), Customer’s sole and exclusive remedy is to terminate this Agreement or the affected Order Form by written notice to MedPathX before the change takes effect, discontinue use of the Platform, and cease paying further Fees, in which case MedPathX will refund, on a pro rata basis, any Fees Customer has prepaid for the unused portion of the then-current term. If Customer does not so terminate and continues to use the Platform after the change takes effect, the changed Fees apply. Fees for new optional products or services that Customer is not required to purchase do not count toward the ten percent (10%) threshold.

5. Support; Service Levels

5.1 Support

MedPathX provides support for the Platform at the support tier specified in the Order Form, through its standard channels, and makes the Documentation and updates available to Customer.

5.2 Service Levels

MedPathX will use commercially reasonable efforts to make the Platform available consistent with any service levels in the Order Form. The remedies in the Order Form (if any) are Customer’s sole remedies for availability shortfalls.

6. MedPathX Responsibilities; Acceptable Use

6.1 Provision; Changes; Security

MedPathX will make the Platform available under the applicable Order Forms, subject to maintenance, force majeure, and circumstances beyond its reasonable control, and may modify, update, or discontinue features of the Platform, provided that it will not materially reduce the Platform’s core functionality during a paid term, except for changes required by law or security or resulting from changes by third-party technology providers on which the Platform relies, in which case MedPathX will use reasonable efforts to provide a substantially equivalent alternative. MedPathX will use reasonable efforts to give advance notice of material changes and will maintain commercially reasonable administrative, physical, and technical safeguards.

6.2 Acceptable Use

Customer will not, and will ensure that its Users do not, use the Platform to (a) violate law or third-party rights; (b) transmit malicious code or unlawful or infringing content; (c) gain unauthorized access; (d) interfere with the Platform; (e) submit false or misleading availability, pricing, or case information; or (f) offer, solicit, or facilitate any payment or inducement prohibited by the federal Anti-Kickback Statute or the National Organ Transplant Act. Customer will promptly notify MedPathX of any unauthorized access or misuse it becomes aware of.

6.3 Suspension

MedPathX may suspend Platform access, in whole or part: (a) immediately, if the access poses a security, legal, or Platform-integrity risk or violates Section 6.2 (Acceptable Use); (b) as necessary to comply with law or a governmental or court demand; or (c) on reasonable notice, for uncured non-payment. MedPathX will limit any suspension as practicable and restore access promptly once resolved. No suspension applied in accordance with this Section 6.3 gives rise to any liability of MedPathX to Customer, including for refunds.

7. Data Protection; Security; Intellectual Property

7.1 Customer Data; Service-Limited License

As between the Parties, Customer retains all right, title, and interest in Customer Data, which is its Confidential Information. Customer grants MedPathX a limited, non-exclusive license to access, host, process, and use Customer Data solely to provide, secure, and support the services being provided to Customer via the Platform, to verify compliance with and enforce this Agreement, to establish, exercise, or defend legal claims, and as required by law. MedPathX will not use Customer Data for any other purpose, except as set forth herein.

7.2 De-Identified Data

MedPathX may create De-Identified Data from Customer Data, and may use De-Identified Data for its own purposes. De-identification is the sole pathway from Customer Data to data MedPathX may own, and MedPathX will not attempt re-identification.

7.3 Operational Data

MedPathX owns all logs, telemetry, usage metrics, configuration, and security data generated in operating and metering the Platform, excluding Customer Data (“Operational Data”), and may use Operational Data to operate, secure, meter, bill, support, and improve the Platform and for other legitimate business purposes consistent with this Agreement, subject to its confidentiality obligations for any Confidential Information reflected in it. For clarity, this Section does not expand MedPathX’s rights in Customer Data: any Customer Data reflected in logs, telemetry, or other records remains Customer Data subject to Section 7.1 (Customer Data; Service-Limited License), and de-identification under Section 7.2 (De-Identified Data) remains the sole pathway by which Customer Data may become data MedPathX owns or uses for its own purposes.

7.4 Protected Health Information; Regulated Data

The Platform may transmit or store PHI in connection with its messaging and case-coordination features. If Customer is a covered entity or a business associate under HIPAA and MedPathX acts as Customer’s business associate, the Parties will enter into a business associate agreement (the “BAA”) before MedPathX creates, receives, maintains, or transmits PHI for Customer. The BAA governs PHI and controls over any conflicting term of this Agreement with respect to PHI, and the licenses in this Section 7 do not extend to PHI except as the BAA and applicable law permit. Customer will not submit PHI through the Platform unless and until a BAA is in effect between the Parties. If Customer is not a covered entity or a business associate, and no business associate relationship therefore arises (which may be the case for an organ procurement organization), Customer represents that it is authorized to disclose the patient information it submits and that its submission complies with applicable law, and MedPathX will apply to that information the access, use, safeguard, and incident-notification protections it applies to PHI, without either Party becoming a business associate of the other by reason of this Agreement. Where the Platform processes other personal data for Customer, the Parties will enter into a data processing agreement if required, which controls over conflicting terms as to that processing.

7.5 Security Incidents

MedPathX will notify Customer without undue delay after becoming aware of a confirmed security breach affecting Customer Data and provide information reasonably necessary for Customer to meet its notification obligations. The detailed allocation of breach-response duties is in the BAA, if applicable.

7.6 Ownership; Improvements. As between the Parties, MedPathX owns all MedPathX Content, however arising. To the extent Customer acquires any right in MedPathX Content, Customer assigns it to MedPathX and will execute documents reasonably necessary to perfect the assignment, at MedPathX’s expense.

7.7 Customer Materials

As between the Parties, Customer owns Customer Data and its own marks, materials, and pre-existing intellectual property, excluding MedPathX Content.

7.8 Feedback

MedPathX may use any feedback Customer provides without restriction or obligation, provided it does not identify Customer as the source.

7.9 Publicity; Case Studies

If Customer so elects on an Order Form, MedPathX may (a) identify Customer as a customer, including by name and logo, in customer lists and marketing and investor materials, and (b) publish case studies or similar materials describing Customer’s use of the Platform, provided that any case study or similar material naming Customer requires Customer’s prior written approval of the content (email sufficing) and contains no PHI. Customer may withdraw the election prospectively by written notice, which does not require retraction or recall of materials already published or distributed.

8. Confidentiality

8.1 Obligations

The receiving Party will use Confidential Information solely to perform under this Agreement, disclose it only to personnel and advisors who need to know and are bound by at-least-as-protective obligations, and protect it with at least reasonable care.

8.2 Compelled Disclosure; Duration

If legally compelled to disclose, the receiving Party will, where permitted, give prompt notice and cooperate in seeking protective treatment, disclosing only what is required. These obligations survive for three (3) years after termination or expiration, except that they survive (a) for trade secrets, for as long as the information remains a trade secret, and (b) for Confidential Information retained under Section 12.3 (Effect), until it is returned or destroyed.

9. Warranties; Disclaimers

9.1 Mutual Warranties

Each Party warrants that (a) it has authority to enter into and perform this Agreement without breaching another agreement or applicable law; and (b) it will comply with all laws and regulations applicable to its performance of this Agreement.

9.2 MedPathX Warranties

MedPathX warrants that, except as otherwise set forth in this Agreement, during any paid term the Platform will perform materially in accordance with the Documentation. Customer’s sole and exclusive remedy for breach of this warranty is for MedPathX to correct the non-conformity using commercially reasonable efforts or, failing that within a reasonable period, for Customer to terminate the affected Order Form on notice and receive a refund of prepaid, unused Fees allocable to the terminated Order Form for the period after the effective date of termination. MedPathX further warrants that, to MedPathX’s knowledge, the Platform, as provided by MedPathX and used as authorized under this Agreement, does not infringe any third party’s intellectual property rights; Customer’s sole and exclusive remedy for breach of this warranty is MedPathX’s indemnification obligation under Section 11.1 (By MedPathX). This Section 9.2 does not apply to free, trial, or evaluation access or to any Operator, Transport Services, or Platform Data, which are addressed exclusively in Section 3 (Platform Role; No Agency; No Guarantee).

9.3 Customer Warranties

Customer represents, warrants, and covenants that (a) it owns or has all rights, consents, and authorizations necessary in Customer Data, and that Customer Data and its use as contemplated by this Agreement will not violate applicable law or third-party rights; (b) it and its Users will comply with all laws applicable to their use of the Platform and their transport and clinical activities, including HIPAA, the federal Anti-Kickback Statute, the National Organ Transplant Act, applicable privacy and consumer-protection laws, and any OPTN, UNOS, and other organ-procurement requirements applicable to Customer; (c) it has obtained and will maintain all patient and third-party consents and authorizations necessary for Customer to submit Customer Data, including any PHI subject to the BAA, and for MedPathX to process it as contemplated by this Agreement; (d) the availability, pricing, case, and other information Customer submits is accurate and not misleading; and (e) Customer is solely responsible for evaluating and contracting with Operators and for its clinical, allocation, and transport decisions, and will not rely on the Platform as the sole basis for any such decision.

9.4 Disclaimer

Except for the express warranties here, the Platform and Platform Data are provided “as is”, and MedPathX disclaims all other warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, and non-infringement, and does not warrant that the Platform will be uninterrupted or error-free or that any Operator, Transport Services, or Platform Data will be available, accurate, complete, lawful, or safe.

10. Limitation of Liability

10.1 Indirect Damages

To the maximum extent permitted by law, neither Party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenue, data, goodwill, or business, regardless of theory and even if advised of the possibility. This exclusion does not apply to a Party’s indemnification obligations under Section 11 (Indemnification) or to a Party’s fraud, gross negligence, or willful misconduct.

10.2 Caps

Except as stated in Section 10.3 (Excluded Matters), each Party’s total cumulative liability arising out of or relating to this Agreement will not exceed the Fees paid or payable by Customer under this Agreement in the twelve (12) months before the event giving rise to the liability (the “General Cap”). Liability arising from MedPathX’s (a) indemnification obligations under Section 11.1 (By MedPathX), and (b) breach of its confidentiality, data-protection, or security obligations under Section 7 (Data Protection; Security; Intellectual Property) or Section 8 (Confidentiality), will not exceed the greater of (i) two (2) times the General Cap and (ii) $1,000,000.

10.3 Excluded Matters

The caps in Section 10.2 (Caps) do not apply to (a) Customer’s payment obligations; (b) Customer’s indemnification obligations under Section 11.2 (By Customer); (c) Customer’s breach of Section 2.2 (Restrictions) or Section 6.2 (Acceptable Use); or (d) a Party’s fraud, gross negligence, or willful misconduct.

10.4 Basis of the Bargain

The limitations and exclusions in this Section 10 are a fundamental basis of the Parties’ bargain and reflect the agreed allocation of risk between them.

11. Indemnification

11.1 By MedPathX

MedPathX will defend Customer and its officers, directors, and employees against third-party claims that the Platform, as provided by MedPathX and used as authorized under this Agreement, infringes a valid U.S. patent, copyright, trademark, or trade secret, and will indemnify them for damages and reasonable attorneys’ fees finally awarded or agreed in settlement. This obligation does not apply to claims arising from (a) Customer Data; (b) content, configurations, or arrangements created or operated by Customer or its Users; (c) combination of the Platform with non-MedPathX products, services, or data, including any Operator or Transport Services; (d) modifications to the Platform not made by MedPathX; or (e) use of the Platform in violation of this Agreement or applicable law. If the Platform is or may become subject to an infringement claim, MedPathX may procure the right to continue providing it, modify it to be non-infringing while preserving materially equivalent functionality, or terminate the affected Order Form(s) and refund prepaid, unused Fees. This Section 11.1 states MedPathX’s entire liability, and Customer’s exclusive remedy, for infringement. In addition, MedPathX will defend Customer and its officers, directors, and employees against third-party claims to the extent arising from MedPathX’s breach of its confidentiality or data-protection and security obligations under Section 7 (Data Protection; Security; Intellectual Property) or the BAA, and will indemnify them for damages and reasonable attorneys’ fees finally awarded or agreed in settlement; MedPathX’s obligations under this sentence are subject to the limitations in Section 10 (Limitation of Liability).

11.2 By Customer

Customer will defend MedPathX and its officers, directors, employees, and Affiliates against third-party claims arising out of or relating to (a) Customer Data; (b) Customer’s or its Users’ transport arrangements or dealings with any Operator, or any Transport Services, or decisions or actions taken based on Platform Data; (c) use of the Platform by Customer or its Users other than as authorized under this Agreement; (d) Customer’s breach of this Agreement, including its warranties in Section 9.3 (Customer Warranties); (e) Customer’s or its Users’ violation of any law applicable to their use of the Platform or their transport or clinical activities, including HIPAA, the federal Anti-Kickback Statute, the National Organ Transplant Act, and applicable OPTN or UNOS requirements; (f) Customer’s submission of Customer Data, including any PHI, without the consents or authorizations required under Section 9.3 (Customer Warranties) or the BAA; or (g) bodily injury, death, or loss of or damage to any organ, cargo, or property arising from Transport Services or the acts or omissions of Customer, its Users, or any Operator, and will indemnify them for damages and reasonable attorneys’ fees finally awarded or agreed in settlement, including regulatory fines and penalties to the extent permitted by law.

11.3 Procedure

The indemnified Party will promptly notify the indemnifying Party (late notice excuses the indemnifying Party only to the extent it is prejudiced), give it sole control of the defense and settlement with reasonably acceptable counsel, and reasonably cooperate at the indemnifying Party’s expense. No settlement imposing a non-monetary obligation on, or an admission of liability by, the indemnified Party is effective without its consent, not unreasonably withheld. The indemnified Party may participate with its own counsel at its own expense.

12. Term; Termination

12.1 Term

This Agreement begins on the Effective Date and continues until terminated as provided in this Section 12 (the “Term”). Unless an Order Form states otherwise, each Order Form or plan subscription has an initial term of twelve (12) months and renews for successive one (1)-year terms unless either Party gives at least thirty (30) days' non-renewal notice; and Customer may terminate any Order Form or plan subscription for convenience at any time during its first twelve (12) months on thirty (30) days' written notice, remaining responsible for Fees accrued through the effective date of termination. MedPathX will provide any notice of an upcoming renewal required by applicable law. If no Order Form is in effect, either Party may terminate this Agreement on thirty (30) days’ notice.

12.2 Termination

Either Party may terminate this Agreement or an Order Form on thirty (30) days’ notice of the other’s uncured material breach, or immediately on the other’s insolvency or bankruptcy not dismissed within sixty (60) days. MedPathX may also terminate this Agreement or any Order Form immediately if Customer breaches Section 2.2 (Restrictions) or Section 6.2 (Acceptable Use), infringes or misappropriates MedPathX’s intellectual property, or uses the Platform in violation of applicable law. Termination of this Agreement under this Section 12.2 also terminates all Order Forms then in effect.

12.3 Effect

On termination or expiration, (a) Customer’s and its Users’ access to the Platform ceases; (b) each Party will return or destroy the other’s Confidential Information on request, except that a Party may retain copies as required by law or its bona fide recordkeeping and compliance practices or held in routine backups, provided retained Confidential Information remains subject to Section 8 (Confidentiality) until returned or destroyed; and (c) Customer will pay all amounts accrued before termination, which are not refundable except as expressly provided.

12.4 Data Export

On Customer’s request made within thirty (30) days after expiration or termination of an Order Form or of Customer’s Platform access (including any Trial Period), MedPathX will make the applicable Customer Data available for export in a commonly used format, after which MedPathX may delete it, subject to applicable law and any applicable BAA or data processing agreement.

12.5 Survival

Provisions that by their nature should survive (including definitions, accrued Fees, confidentiality, data, intellectual property, disclaimers, limitation of liability, indemnification, data export, Section 3 (Platform Role; No Agency; No Guarantee), and Section 13 (Miscellaneous)) survive termination or expiration.

13. Miscellaneous

13.1 Governing Law; Disputes; Equitable Relief

This Agreement is governed by the laws of Delaware, without regard to conflict-of-laws rules. Before litigation, the disputing Party will give written notice and the Parties will attempt good-faith resolution through senior representatives within thirty (30) days; thereafter disputes are resolved exclusively in the state and federal courts in Delaware, and each Party waives any right to a jury trial. Either Party may nonetheless seek injunctive or equitable relief in any court to protect its intellectual property or Confidential Information, or for breach of Section 2.2 (Restrictions), without bond. Any claim must be brought within one (1) year after it accrues, except claims for nonpayment. Solely for a Customer that is a governmental, state, or public-university entity, an Order Form may specify the governing law, venue, dispute-resolution procedures (including arbitration), and sovereign-immunity or liability provisions required by applicable law, which will control over this Section 13.1 for that Customer.

13.2 Assignment

Neither Party may assign this Agreement without the other’s prior written consent, except that either Party may assign it in connection with a merger, reorganization, or sale of all or substantially all of its assets or business on notice. Any other attempted assignment is void.

13.3 Compliance; Export; Sanctions

Customer represents and covenants that it is not located in or organized under any comprehensively U.S.-sanctioned jurisdiction and is not on any U.S. restricted, denied, or sanctioned-party list, will not access or use the Platform in violation of applicable export-control or sanctions laws, and will perform this Agreement in compliance with applicable anti-corruption laws.

13.4 Notices

Notices must be in writing and sent to the addresses on the signature page (or as updated) by email with confirmation, recognized courier, or certified mail, effective on confirmed receipt.

13.5 General

The Parties are independent contractors; this Agreement creates no partnership, joint venture, agency, or franchise. Neither Party is liable for delay or failure (other than payment) caused by events beyond its reasonable control. Neither Party will issue a press release or public announcement regarding the other without the other's prior written consent (email sufficing), except MedPathX may identify Customer by name and logo in customer lists and similar textual references unless Customer opts out by notice. Except for indemnified parties, there are no third-party beneficiaries, including any Operator. This Agreement, with Schedule A and the Order Forms, is the entire agreement on its subject matter and supersedes all prior agreements; amendments and waivers require a writing signed by both Parties, except that MedPathX may update this Agreement prospectively, effective on at least thirty (30) days’ notice by email or through the Platform (or any shorter period required by law); updates do not change the Fees for, or the committed scope of, an Order Form during its then-current term, and do not affect amounts already accrued; Customer’s continued use of the Platform after the effective date constitutes acceptance of the update, and if an update materially and adversely affects Customer, Customer may terminate this Agreement or the affected Order Form by written notice within thirty (30) days after the effective date; if any provision is unenforceable it will be reformed to the minimum extent necessary and the rest remains in effect; it may be signed in counterparts, including electronically; and the prevailing Party in any enforcement action may recover reasonable attorneys’ fees and costs. In a conflict, the order of precedence is the BAA (as to PHI), then this Agreement, then the Order Form.

13.6 Subcontractors; Affiliates

MedPathX may perform any portion of this Agreement, including providing the Platform, support, and other services, through its Affiliates or subcontractors. MedPathX remains responsible for its Affiliates’ and subcontractors’ performance and for their compliance with the obligations of this Agreement applicable to the work they perform.