Provider Terms of Service

This Provider Terms of Service (this “Agreement”) is entered into between MedPathX, Inc., a Delaware corporation (“MedPathX”), and the person or entity accepting this Agreement (“Provider”). 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. Provider makes flight capacity available to demand-side participants through the Platform on the terms below. Provider accepts this Agreement by executing it or Onboarding Terms, by clicking or otherwise indicating acceptance, or by listing capacity on or using the Platform, and the date Provider 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

“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).

“Aggregated Data” means data that is de-identified and aggregated such that it does not identify Provider, any Authorized User, any other individual, or any organ donor or recipient, whether derived from Provider Data or from use of the Platform, and that, with respect to PHI, has been de-identified in accordance with 45 CFR 164.514(a) and (b).

“Authorized User” means an employee or contractor of Provider that Provider authorizes to access the Platform under Provider's account.

“BAA” means a business associate agreement under HIPAA.

“Case” means a single organ-transport mission opened by a Customer through the Platform, comprising all flights and flight segments (live, positioning, repositioning, or ferry) flown or to be flown to complete that mission. Each Case a Customer opens is a separate Case, whether or not it relates to the same donor, organ recovery, or transplant event as another Case.

“Capacity Provider” describes Provider when Provider owns, or holds exclusive or committed contractual control of, the Listed Aircraft but uses one or more Operating Carriers to perform flights.

“Certificated Operator” describes Provider when Provider holds a valid Part 135 air carrier certificate and itself operates the Listed Aircraft.

“Close” means the point at which the Platform records a Locked Case as closed, being the scheduled departure time for the Case as recorded on the Platform at Lock (as the Customer may update it through the Platform before departure) or, if no departure time is recorded, twenty-four (24) hours after Lock.

“Customer” means a demand-side participant, such as a transplant center, organ procurement organization, or broker, that uses the Platform under the Customer Terms.

“Customer Terms” means MedPathX's Customer Terms of Service, as updated from time to time, under which Customers access the Platform.

“Customer-Referred Provider” describes Provider when Provider is owned by, affiliated with, or under contract with a Customer and has been identified or referred to MedPathX by that Customer under the Customer Terms.

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

“Listed Aircraft” means the aircraft or flight capacity Provider makes available through the Platform.

“Lock” means the event, recorded and timestamped by the Platform, at which (a) Provider has submitted a quote or other offer on a Case through the Platform and (b) the Customer that opened the Case has awarded the Case to Provider through the Platform. A Case is “Locked” to Provider from Lock until Close or Release.

“Matched Flight” means a flight arranged or booked through the Platform that uses Provider's Listed Aircraft or capacity.

“Onboarding Terms” means the terms specifying Provider's type (Certificated Operator or Capacity Provider), the Listed Aircraft, the Platform Fee, and any special or supplemental terms of Provider's participation, whether set out in a document executed by the Parties or presented to and accepted, selected, or configured by Provider through the Platform (including listing flows, account settings, fee notices, and click-through pages), in each case as updated in accordance with this Agreement.

“Operating Carrier” means, for a given flight, the Part 135 certificate holder that maintains operational control of and operates that flight. If Provider is a Certificated Operator, Provider itself is the Operating Carrier for its flights. If Provider is a Capacity Provider, the Operating Carrier is the Part 135 certificate holder that Provider engages to operate the flight.

“PHI” means protected health information as defined under HIPAA.

“Platform” means MedPathX's proprietary online platform that provides visibility into organ-transport flight availability and pricing and facilitates matching among participants, together with its related websites, applications, and documentation.

“Platform Data” means availability, positioning, and pricing information supplied by other Platform participants or third parties and displayed through the Platform, together with marketplace data generated by the Platform. Platform Data does not include Provider Data.

“Platform Fee” means the flat per-Case platform fee described in Section 4.1 (Platform Fee).

“Provider Data” means data and content submitted to or processed by the Platform for Provider or its Authorized Users, including Provider's availability, positioning, pricing, aircraft, and account information.

“Release” means the removal of Provider from a Case Locked to it before Close, whether initiated by Provider, the Customer, or MedPathX and for any reason, as recorded by the Platform. A Provider so removed is “Released”.

“Transport Services” means the air-transport services performed by the Operating Carrier for a Matched Flight. MedPathX does not provide Transport Services.

“Trial Period” means a free or reduced-fee trial, pilot, or evaluation period that MedPathX designates for a Customer, as described in the Customer Terms.

2. Platform Access; Listings

2.1 Access Right

MedPathX grants Provider a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform to list capacity, receive and respond to flight requests, and manage its listings and account, in accordance with this Agreement and the applicable Onboarding Terms. Provider is responsible for its Authorized Users' acts and omissions as if they were Provider's own. MedPathX may modify, update, or discontinue features of the Platform, and will use reasonable efforts to give advance notice of material changes.

2.2 Restrictions

Provider will not, and will not permit any third party to: (a) resell, sublicense, or provide the Platform to anyone other than Authorized 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 Provider is authorized to access; (d) use the Platform or its outputs to build a competing product or service; (e) introduce any virus, malware, or other malicious code; (f) interfere with or disrupt the integrity, security, or performance of the Platform or attempt to gain unauthorized access to it; or (g) use the Platform in violation of Section 5.3 (Acceptable Use) or applicable law.

2.3 Listings; Accuracy

Provider will keep its availability, positioning, pricing, aircraft, and certification information accurate, current, and complete, and will promptly update or withdraw listings that are no longer accurate. MedPathX may display Provider's listings and related information to Platform participants in operating the Platform.

2.4 Reservation

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

2.5 Suspension; Removal

MedPathX may suspend or remove Provider's listings or Platform access, in whole or part: (a) immediately, if Provider poses a safety, security, legal, or Platform-integrity risk, violates Section 5 (Provider Obligations; Operations; Insurance), or ceases to meet the eligibility criteria in Section 3.2 (Eligibility); (b) immediately, during MedPathX's investigation of an accident, incident, or credible safety or compliance complaint involving Provider or its Operating Carrier; (c) as necessary to comply with law or a governmental or court demand; or (d) on reasonable notice, for amounts more than thirty (30) days overdue. MedPathX will limit any suspension as practicable and restore access promptly once resolved. Suspension or removal does not affect Provider's obligations for Cases Locked to it before the suspension or removal, which Provider will perform or transition as directed by the applicable Customer. No suspension or removal applied in accordance with this Section 2.5 gives rise to any liability of MedPathX to Provider.

3. Platform Role; Eligibility; Direct Contracting

3.1 Technology Platform Only

MedPathX provides a technology platform that surfaces Provider 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 Provider and any Customer, and does not itself sell, hold out, or provide air transportation as a direct or indirect air carrier or direct or supervise the performance of Transport Services.

3.2 Eligibility

Participation on the supply side of the Platform is limited to entities that own or hold dedicated, committed control of aircraft capacity and that meet MedPathX's then-current eligibility criteria, which are objective, safety- and service-based, and applied uniformly to similarly situated supply-side participants. Provider represents and covenants that at all times during the Term: (a) when and to the extent Provider is a Certificated Operator, Provider holds a valid Part 135 air carrier certificate and all Department of Transportation and Federal Aviation Administration authority required for its operations; or (b) when and to the extent Provider is a Capacity Provider, Provider owns, or holds exclusive or committed contractual control of, the Listed Aircraft, and each flight is performed by an Operating Carrier holding a valid Part 135 certificate and all required authority. MedPathX may verify eligibility at onboarding and periodically, and may accept or decline any applicant in its discretion.

3.3 Direct Contracting; Customer Credit Risk

All Transport Services are contracted for, performed, and paid directly between the Customer (or its designee) and Provider or its Operating Carrier. MedPathX does not collect, hold, route, escrow, or disburse any payment for Transport Services, does not guarantee that any Customer will pay for any flight, and is not responsible for any Customer's payment or performance. MedPathX's role with respect to a Case ends at Lock; the payment terms, cancellation terms, and all coordination and communication for the Transport Services after Lock are agreed and administered directly between Provider and the Customer, outside the Platform, at the price Provider quoted through the Platform. If a Customer fails to pay Provider for a Matched Flight, that nonpayment is a matter solely between Provider and the Customer: it does not excuse Provider's obligation to pay the Platform Fee, and it gives Provider no claim against MedPathX.

3.4 No Agency; No Broker

MedPathX does not act as agent of Provider or of any Customer, does not hold out, sell, or arrange charter air transportation on behalf of either, and is not an air charter broker or indirect air carrier within the meaning of 14 CFR Part 295. Provider will not state or imply otherwise, and will not identify MedPathX as the operator, broker, or arranger of any flight. As between the Parties, Provider (or its Operating Carrier) is the direct air carrier in operational control of each Matched Flight.

3.5 Independent Pricing; Non-Exclusivity

Provider sets its own prices unilaterally and independently. Provider will not use the Platform to coordinate prices, output, or market allocation with any other supply-side participant, and will not condition its participation on any other supply-side participant's participation or pricing. This Agreement is non-exclusive: Provider may list capacity elsewhere and may do business with any customer on or off the Platform, and MedPathX may work with other supply-side participants. MedPathX does not make Provider's non-public pricing visible to other supply-side participants, and Provider will not attempt to obtain any other supply-side participant's non-public pricing through the Platform.

3.6 Carriage Liability

All liability arising from or relating to the carriage of persons, organs, or other cargo on a Matched Flight, including under any air waybill, contract of carriage, tariff, released-value provision, or applicable convention, sits solely with Provider and its Operating Carrier. 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.

3.7 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 Platform Fee is intended as a reasonable payment for technology and access services associated with organ transportation within the meaning of the National Organ Transplant Act, is set in advance and consistent with fair market value, and is 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. Provider will not use the Platform to offer, solicit, or facilitate any payment or inducement prohibited by the federal Anti-Kickback Statute or the National Organ Transplant Act.

3.8 Customer-Referred Providers

A carrier identified or referred to MedPathX by a Customer, including a carrier owned by, affiliated with, or under contract with that Customer, participates in the Platform only after it meets the eligibility criteria in Section 3.2 (Eligibility), completes MedPathX's onboarding process, and enters into MedPathX's provider terms, and once onboarded it participates on the same terms as other supply-side participants. MedPathX may accept or decline any referred carrier in its discretion. Neither MedPathX nor Provider pays or receives any fee or other consideration for any referral. Referral by a Customer does not entitle Provider to any minimum volume, priority, preferential matching, or preferential display. Unless the applicable Onboarding Terms state otherwise, Provider's Listed Aircraft and capacity may be made available to all Platform participants, and not only to the referring Customer. Provider's ownership by, affiliation with, or contract with a Customer does not change MedPathX's role under this Agreement or Provider's obligations, including Sections 3.3 through 3.7.

4. Platform Fee; Payment

4.1 Platform Fee

Provider will pay MedPathX a flat Platform Fee for each Case Locked to Provider at Close, at the rate set out in the applicable Onboarding Terms or shown on the Platform at the time Provider submits its offer, invoiced monthly in arrears. A single Platform Fee applies per Case, regardless of the number of flights or segments (live, positioning, repositioning, or ferry) the Case involves, and no separate or additional Platform Fee accrues for any individual flight or segment. The Platform Fee is consideration for Platform access and technology services only; its methodology is set in advance, is consistent with fair market value in arm's-length transactions, and is not determined in a manner that takes into account the volume or value of any referrals or other business generated between the parties, the price of the Transport Services, or the nature of any organ or Case, and the services under this Agreement are commercially reasonable and do not exceed those reasonably necessary to accomplish their legitimate business purpose. The Platform Fee is earned at Lock, in consideration of the matching MedPathX has delivered, and is payable by the Provider holding the Lock at Close. No Platform Fee is payable by a Provider that is Released before Close, and none is payable on a Case that the Customer cancels before Close, in each case regardless of the reason. Whether any flight is performed, and the outcome of any flight, does not affect the Platform Fee. If a flight request is submitted to Provider through the Platform and, within thirty (30) days after the request, Provider agrees with that Customer to perform the requested transport other than through the Platform, the Platform Fee is owed for that arrangement as if it were a Case Locked to Provider at Close; this sentence does not apply to arrangements under a contractual relationship between Provider and the Customer that pre-dates the request and is independent of the Platform, as evidenced by a written agreement or booking history predating the request.

4.2 Single Attribution

A single Platform Fee applies to each Case, payable by the Provider holding the Lock at Close, regardless of how many flights or segments the Case requires, whether any flight is subcontracted to or outsourced between Operating Carriers, or how many carriers participate.

4.3 Payment Regardless of Customer Status

Except as provided in Section 4.5 (Waivers; Trial and Logistics-Management Flights), the Platform Fee is owed for each Case Locked to Provider at Close whether or not the relevant Customer is a subscriber to, or has its own agreement with, MedPathX.

4.4 No Subscription Fee; Fleet Functionality

Listing is provided free of subscription charge, and Provider pays no subscription or access fee for participation as a Provider, only the Platform Fee. Fleet-management functionality for aircraft Provider owns, leases, or operates under its certificate is included in Provider's base Platform access at no additional charge. Base access does not include Case creation, which is available to demand-side participants under the Customer Terms.

4.5 Waivers; Trial and Logistics-Management Flights

MedPathX may waive or reduce the Platform Fee for designated flights, categories of flights, providers, or periods, by notice or as shown on the Platform; any waiver or reduction is a standard commercial offering made available on comparable terms to similarly situated supply-side participants and is not conditioned on, or provided in exchange for, any referral or the volume or value of any business. Unless the applicable Onboarding Terms state otherwise, no Platform Fee accrues for a Case Locked to Provider, as a Customer-Referred Provider, for its referring Customer's internal logistics management during that Customer's Trial Period under the Customer Terms. No Platform Fee accrues for flights or Cases Provider operates or fulfills for its own account, including using MedPathX's fleet-management functionality; the Platform Fee applies only to Cases Locked to Provider through the Platform.

4.6 Taxes

Fees are exclusive of taxes. Provider is responsible for all sales, use, and similar taxes on the fees, excluding taxes on MedPathX's net income.

4.7 Payment Terms

Undisputed invoiced amounts are due within thirty (30) days of the invoice date. Late amounts accrue interest at the lower of 1.5% per month or the maximum permitted by law. MedPathX may suspend listings under Section 2.5 (Suspension; Removal) for amounts more than thirty (30) days overdue. MedPathX's Platform records of Locks, Releases, Closes, and cancellations control for invoicing purposes absent manifest error. Provider must raise any invoice dispute in writing to support@medpathx.com within thirty (30) days after the invoice date; amounts not disputed within that period are deemed accepted, and the Parties will resolve raised disputes in good faith.

4.8 Fee Changes

MedPathX may change the Platform Fee, and may introduce new fees, on at least thirty (30) days' prior notice (email or notice through the Platform sufficing). Changes apply prospectively to Cases Locked on or after the effective date of the change. If Provider does not agree to a change, Provider's sole remedy is to stop submitting offers and terminate this Agreement under Section 11 (Term; Termination) before the change takes effect.

5. Provider Obligations; Operations; Insurance

5.1 Compliance with Law. Provider will comply with all laws and regulations applicable to its operations and its use of the Platform, including Federal Aviation Administration and Department of Transportation requirements and the Federal Aviation Regulations, and HIPAA to the extent applicable.

5.2 Operational Control and Safety

The following applies according to Provider's type:

(a) when and to the extent Provider is a Certificated Operator, Provider holds and maintains operational control, as defined by the FAA, of all Matched Flights, and is responsible for airworthiness, flight crews, maintenance, dispatch, and regulatory compliance.

(b) when and to the extent Provider is a Capacity Provider, each Matched Flight is operated by an Operating Carrier that holds a valid Part 135 certificate and maintains operational control. Provider is responsible for ensuring that each of its Operating Carriers meets the requirements of this Agreement, including credentials, safety, and insurance, and that the Operating Carrier, not Provider, exercises operational control of the flight.

5.3 Acceptable Use

Provider will not: (a) submit false or misleading availability, pricing, or capacity information; (b) interfere with the Platform or other participants; (c) access or use other participants' data except as authorized; or (d) use the Platform to offer, solicit, or facilitate any payment or inducement prohibited by the federal Anti-Kickback Statute or the National Organ Transplant Act. Provider will promptly notify MedPathX of any unauthorized access or misuse it becomes aware of.

5.4 Authority; Notice of Changes

Provider will notify MedPathX in writing within two (2) business days after: (a) any suspension, revocation, surrender, or material limitation of any certificate or authority of Provider or an Operating Carrier required to perform Matched Flights; (b) any accident or incident reportable to the FAA or NTSB involving a Matched Flight or Listed Aircraft; or (c) any lapse or material reduction of the insurance required by Section 5.5 (Insurance); or (d) any exclusion or debarment from a federal health care program as described in Section 8.2(h), or any proceeding seeking such exclusion or debarment.

5.5 Insurance

Provider will maintain, and will cause each Operating Carrier to maintain, at its expense: (a) aviation liability insurance covering bodily injury, death, and property damage, including passenger and cargo liability, in at least the amounts required by 14 CFR Part 205 and any greater amount specified in the applicable Onboarding Terms, with evidence of coverage on file with the Federal Aviation Administration as Part 205 requires; (b) hull insurance for the Listed Aircraft; and (c) workers' compensation and any other insurance required by law. Policies must be with reputable insurers. Provider will name MedPathX as an additional insured on the aviation liability policy, on a primary and non-contributory basis, include a waiver of subrogation in favor of MedPathX on the aviation liability and hull policies, and provide certificates of insurance at onboarding and on request. MedPathX may publish target coverage levels reflecting what Customers commonly require for organ-only transport and for flights carrying any person other than required flight crew. Those target levels are not a condition of participation. Provider’s actual coverage limits will be displayed to Customers as a listing attribute, and Customers can take those disclosed limits into account in selecting Operators. Provider will keep its insurance information on the Platform current so that displayed limits reflect the coverage actually in force.

5.6 Flight Status

Flight status, delays, diversions, mechanical issues, and other operational communications concerning a Matched Flight are between Provider and the Customer, on the terms they agree; MedPathX does not monitor or participate in them. This Section does not limit Provider's notice obligations under Section 5.4 (Authority; Notice of Changes).

5.7 Compliance Verification

On MedPathX's reasonable request, Provider will promptly provide evidence of the certificates, authorities, insurance, and safety programs required by this Agreement, including Part 135 certificates, operations specifications relevant to Matched Flights, drug and alcohol testing program registrations, and certificates of insurance, and will certify in writing its compliance with this Agreement. Provider will also maintain, and on MedPathX's reasonable request provide, records of organ-transport arrangements with Customers first introduced to Provider through the Platform, as reasonably necessary to verify fees under Section 4.1 (Platform Fee). No more than once in any twelve (12) month period, and additionally at any time following an accident, incident, or credible safety or compliance complaint involving Provider or an Operating Carrier, MedPathX may review or audit Provider's compliance with this Agreement on reasonable notice, during normal business hours, and in a manner that does not unreasonably interfere with Provider's operations, and Provider will reasonably cooperate. No request, review, or audit under this Section 5.7 transfers any operational control to MedPathX, makes MedPathX responsible for Provider's or any Operating Carrier's operations or compliance, or relieves Provider of any obligation.

6. Flight Requests; Performance

6.1 Requests and Quotes

Customers may submit flight requests through the Platform. Provider may respond with a quote or decline in its discretion. Provider's quotes must be accurate and include all amounts Provider will charge for the flight.

6.2 Acceptance; Direct Contract

A Matched Flight is formed when a Case is Locked to Provider. Each Matched Flight is a direct contract between the Customer (or its designee) and Provider or its Operating Carrier, at Provider's quoted price and on the commercial, payment, cancellation, and carriage terms Provider and the Customer agree directly. MedPathX is not a party to that contract. For a Capacity Provider, the contract for Transport Services must be between the Customer and the Operating Carrier, with Provider acting, if at all, as the Operating Carrier's duly authorized agent, unless Provider itself holds all economic authority required to hold out, sell, or arrange the transportation, including under 14 CFR Part 295. Participation as a Capacity Provider is available only if and when MedPathX enables that participation type on the Platform; at launch, MedPathX is onboarding Certificated Operators only.

6.3 Cancellations

Cancellations and changes are governed by the cancellation terms agreed between Provider and the Customer. Provider will honor a Case Locked to it at the quoted price, subject to those disclosed terms, weather, safety, and regulatory constraints.

6.4 Performance Standards

Provider will perform Matched Flights with due regard for the time-critical nature of organ transport, in compliance with applicable law and its disclosed service commitments. Provider is solely responsible for crew, equipment, dispatch, ground handling it arranges, and the safe carriage of persons and cargo, including compliance with any organ handling, packaging, and chain-of-custody instructions the Customer provides for the flight.

6.5 Outsourcing; Operating Carrier Identification

When and to the extent Provider is a Capacity Provider, Provider may fulfill a Matched Flight only through an Operating Carrier that meets the eligibility, compliance, and insurance requirements of this Agreement. Before the flight, Provider will identify to the Customer and MedPathX, through the Platform, the corporate name of the Operating Carrier in operational control of the aircraft. Provider remains fully responsible for its Operating Carriers' performance and compliance, and a single Platform Fee applies under Section 4.2 (Single Attribution). When and to the extent Provider is a Certificated Operator, Provider will not subcontract a Matched Flight to another carrier without disclosing the substitute Operating Carrier to the Customer and MedPathX through the Platform before the flight, and any substitute carrier must meet the eligibility, compliance, and insurance requirements of this Agreement.

7. Data; PHI; Confidentiality

7.1 Provider Data; Service-Limited License

As between the Parties, Provider retains all right, title, and interest in Provider Data, which is its Confidential Information (as defined in Section 7.6 (Confidentiality)). Provider grants MedPathX a limited, non-exclusive license to access, host, process, use, and display Provider Data solely to provide, secure, and support the Platform (including displaying Provider's availability, positioning, and pricing to Platform participants), to verify compliance with and enforce this Agreement, to establish, exercise, or defend legal claims, and as required by law.

7.2 Platform Data; Aggregated Data

As between the Parties, MedPathX owns the Platform Data and the Aggregated Data. MedPathX may create Aggregated Data from Provider Data and use Aggregated Data for its own purposes; aggregation and de-identification under this Section is the sole pathway from Provider Data to data MedPathX may own, and MedPathX will not attempt re-identification. Aggregated Data made available to Platform participants or other third parties will: (a) reflect no fewer than five (5) contributing supply-side participants per data point; (b) exclude any attributable current or forward-looking quote or pricing of an identifiable participant; and (c) for pricing data, be published on a time-lagged basis of at least thirty (30) days. De-identification of any PHI follows 45 CFR 164.514. These requirements apply to marketwide and cross-Provider data sets; they do not restrict MedPathX from providing a Provider its own data, or from displaying a Provider’s own performance metrics, utilization, and attributes to that Provider or to Customers as reporting or listing information.

7.3 Operational Data

MedPathX owns all logs, telemetry, usage metrics, configuration, and security data generated in operating and metering the Platform, excluding Provider Data, and may use such data to operate, secure, meter, bill, support, and improve the Platform, subject to its confidentiality obligations.

7.4 Data Firewall

MedPathX will not provide any MedPathX Affiliate or MedPathX-operated managed-transport service with access to Provider's non-public Provider Data, except: (a) information generally visible to Platform participants; (b) Aggregated Data; or (c) with Provider's prior written consent. This Section survives for as long as MedPathX retains the relevant Provider Data.

7.5 PHI

Provider and its Authorized Users may encounter PHI through Platform Case communications. Provider will: (a) access only the minimum information necessary to perform the Matched Flight; (b) use patient information solely to perform the Matched Flight and for no other purpose; (c) not further use or disclose patient information except as required by law; (d) maintain reasonable administrative, physical, and technical safeguards for patient information; and (e) notify MedPathX and the relevant Customer of any unauthorized access, use, or disclosure of patient information promptly, and in any event within twenty-four (24) hours after Provider becomes aware of it, and cooperate with MedPathX and the Customer in investigating and mitigating the incident. Provider receives any PHI through the Platform at the direction of the applicable Customer as an independent recipient; nothing in this Agreement makes Provider a business associate or subcontractor of MedPathX, and MedPathX does not act as Provider's business associate. If a Customer requires Provider to execute a BAA or other data terms as a condition of Provider performing flights for that Customer, that is a matter between Provider and the Customer.

7.6 Confidentiality

Each Party will use the other's 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. “Confidential Information” means non-public information that is designated confidential or reasonably understood to be confidential, excluding 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. If legally compelled to disclose, the receiving Party will, where permitted, give prompt notice and disclose only what is required. These obligations survive for three (3) years after termination, and for trade secrets for as long as the information remains a trade secret.

7.7 Feedback

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

8. Warranties; Disclaimers

8.1 Mutual Warranties

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

8.2 Provider Warranties

Provider represents, warrants, and covenants that: (a) all certificates, authorities, and insurance required for it and its Operating Carriers to perform Matched Flights are and will remain valid and in effect; (b) the availability, positioning, pricing, aircraft, and other information it submits is accurate and not misleading; (c) each Matched Flight will be performed in compliance with applicable law by an Operating Carrier in operational control; (d) 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; (e) it and its Operating Carriers comply, and each Matched Flight will be performed in compliance, with all applicable requirements of the Federal Aviation Regulations, including 14 CFR Parts 119 and 135, applicable drug and alcohol testing requirements, and applicable security requirements; (f) the flight crews and maintenance personnel used for Matched Flights are properly certificated, qualified, and current for the operations they perform; (g) neither it nor any Operating Carrier is subject to any pending or, to its knowledge, threatened enforcement action or certificate suspension or revocation proceeding that would materially impair performance of Matched Flights; (h) neither it nor any of its principals is excluded, debarred, or suspended from participation in any federal health care program or other federal program; (i) it maintains, and will cause each Operating Carrier to maintain, safety reporting and maintenance practices appropriate to its operations; and (j) it will safeguard its Platform account credentials and will not introduce into the Platform any virus, malware, or other malicious code.

8.3 No Volume Guarantee

MedPathX does not guarantee that Provider will receive any flight requests, matches, volume, or revenue through the Platform, and no MedPathX statement about expected activity is a commitment.

8.4 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.

9. Indemnification

9.1 By Provider

Provider will defend MedPathX and its officers, directors, employees, and Affiliates against third-party claims arising out of or relating to: (a) any Transport Services or Matched Flight, including bodily injury, death, or loss of or damage to any organ, cargo, or property; (b) the acts or omissions of Provider, its Authorized Users, or any Operating Carrier; (c) Provider Data; (d) Provider's breach of this Agreement or violation of law, including the Federal Aviation Regulations, HIPAA, the federal Anti-Kickback Statute, and the National Organ Transplant Act; (e) Provider's or its Operating Carriers' handling of patient information; (f) any employment, wage, benefits, workers' compensation, or personal-injury claim by any personnel of Provider or any Operating Carrier; or (g) any governmental or regulatory investigation or enforcement action arising from Provider's or its Operating Carriers' operations or compliance, and will indemnify them for damages, losses, costs, and reasonable attorneys' fees finally awarded or agreed in settlement, including regulatory fines and penalties to the extent permitted by law. Provider's obligations under this Section 9.1 apply regardless of whether the claim is ultimately sustained and are not limited by the amounts or availability of Provider's insurance.

9.2 By MedPathX

MedPathX will defend Provider 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 Provider Data, combinations with non-MedPathX products or services, modifications not made by MedPathX, or use in violation of this Agreement. This Section 9.2 states MedPathX's entire liability, and Provider's exclusive remedy, for infringement.

9.3 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. If the indemnifying Party fails to promptly assume and diligently conduct the defense, the indemnified Party may assume the defense at the indemnifying Party's expense, without waiving any right to indemnification.

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 9 (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 greater of (a) the Platform Fees paid or payable by Provider in the twelve (12) months before the event giving rise to the liability and (b) one hundred U.S. dollars ($100).

10.3 Excluded Matters

The cap in Section 10.2 (Caps) does not apply to: (a) Provider's payment obligations; (b) Provider's indemnification obligations under Section 9.1 (By Provider); (c) any liability arising out of or relating to Transport Services, bodily injury, death, or loss of or damage to any organ, cargo, or property; (d) Provider's breach of Section 7.5 (PHI); or (e) a Party's fraud, gross negligence, or willful misconduct.

11. Term; Termination

11.1 Term

This Agreement begins on the Effective Date, continues for an initial term of one (1) year, and renews for successive one (1)-year terms unless terminated as provided below (the “Term”). Either Party may terminate this Agreement for convenience on thirty (30) days' written notice.

11.2 Termination for Cause

Either Party may terminate this Agreement 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 immediately if Provider ceases to meet the eligibility criteria in Section 3.2 (Eligibility), breaches Section 2.2 (Restrictions), 5.3 (Acceptable Use), or 7.5 (PHI), or uses the Platform in violation of applicable law.

11.3 Effect

On termination or expiration: (a) Provider's listings and Platform access cease; (b) Provider will perform, or cooperate in the orderly transition of, Cases Locked to it before termination, as directed by the applicable Customers; (c) Provider will pay all Platform Fees accrued before termination and for Cases under clause (b); and (d) each Party will return or destroy the other's Confidential Information on request, subject to legally required and routine-backup retention, which remains subject to Section 7.6 (Confidentiality).

11.4 Survival. Provisions that by their nature should survive (including definitions, accrued fees, Sections 3 (Platform Role; Eligibility; Direct Contracting), 7 (Data; PHI; Confidentiality), 8.4 (Disclaimer), 9 (Indemnification), 10 (Limitation of Liability), and 12 (Miscellaneous)) survive termination or expiration.

12. Miscellaneous

12.1 Governing Law; Disputes

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, without bond.

12.2 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.

12.3 Notices

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

12.4 General

The Parties are independent contractors; this Agreement creates no partnership, joint venture, agency, employment, or franchise. Neither Party is liable for delay or failure (other than payment) caused by events beyond its reasonable control. Neither Party will use the other's name or marks in publicity without consent, except MedPathX may identify Provider as a Platform participant in textual references. There are no third-party beneficiaries except indemnified parties. This Agreement, with the Onboarding Terms, 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, Platform policies, and eligibility criteria prospectively, effective on at least thirty (30) days’ notice by email or through the Platform (or any shorter period required by law); updates apply only to Cases Locked on or after the effective date and do not affect amounts already accrued; Provider’s continued listing of capacity or submission of offers after the effective date constitutes acceptance of the update, and if an update materially and adversely affects Provider, Provider may terminate this Agreement 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; and it may be signed in counterparts, including electronically. In a conflict, this Agreement controls over Onboarding Terms unless the Onboarding Terms expressly override the conflicting provision.