Client Service Agreement

1. Agreement Overview

This Client Service Agreement ("Agreement") is entered into between Exodus Health Couriers LLC ("Company," "we," "our") and the healthcare organization creating an account ("Client," "you," "your"). By creating a client account, you agree to all terms herein on behalf of your organization.

2. Scope of Services

The Company provides medical specimen courier services including, but not limited to:

• STAT (urgent) specimen transport with 20-minute dispatch target
• Scheduled clinic route pickups
• Lab-to-lab specimen transfers
• Pharmacy courier services
• After-hours and weekend coverage
• Clinical trial logistics support

All services are subject to availability and operational capabilities.

3. Business Associate Agreement (BAA)

HIPAA Compliance: As a medical courier service, we function as a Business Associate under HIPAA. By using our services, you acknowledge that:

• A separate Business Associate Agreement (BAA) may be required before transporting PHI
• We will maintain HIPAA-compliant procedures for handling protected health information
• Both parties share responsibility for protecting patient information
• Breaches must be reported according to HIPAA requirements

Contact us to execute a formal BAA if required by your compliance program.

4. Client Responsibilities

As a Client, you agree to:

• Provide accurate pickup and delivery information for all requests
• Package all specimens in compliance with DOT, IATA, and applicable regulations
• Apply appropriate biohazard labels and documentation
• Ensure specimens are properly stored prior to pickup
• Have authorized personnel available at pickup and delivery times
• Provide complete chain of custody documentation
• Notify us immediately of cancellations, changes, or hazardous materials
• Maintain current account information and authorized users

5. Service Level Acknowledgments

You acknowledge and agree that:

• Response time estimates (e.g., 20-minute STAT dispatch) are targets, not guarantees
• Delivery times depend on distance, traffic, weather, and other factors beyond our control
• We reserve the right to prioritize deliveries based on urgency and specimen viability
• Service may be suspended during severe weather or emergency conditions
• Coverage areas and hours may vary; confirm availability for your location

6. Specimen Handling Disclaimers

IMPORTANT LIMITATIONS:

• Client is solely responsible for proper specimen packaging and labeling
• We are not liable for specimen degradation due to improper packaging by Client
• We are not liable for pre-existing specimen conditions or improper collection
• Temperature control is limited to provided packaging; specialized containers are Client's responsibility
• We do not verify specimen integrity beyond visual inspection of packaging
• Time-sensitive specimens require clear labeling of stability windows

7. Pricing and Payment Terms

Billing: Services are billed according to the pricing schedule provided at account setup or as updated with notice. Payment terms:

• Payment is due within 30 days of invoice date unless otherwise agreed
• Late payments accrue interest at 1.5% per month (18% annually)
• Client is responsible for all collection costs and attorney fees for delinquent accounts
• We reserve the right to engage collection agencies for past-due balances
• Services may be suspended for accounts 60+ days past due

Pricing may be adjusted with 30 days written notice. Continued use after notice constitutes acceptance.

8. Cancellation Policy

• Cancellations before driver dispatch: Full credit
• Cancellations after dispatch but before pickup: 50% fee applies
• No refunds after specimen pickup
• Scheduled route cancellations require 48-hour notice to avoid charges
• Recurring route modifications require 7-day notice

9. Limitation of Liability

LIABILITY CAP: Our total liability for any claim shall not exceed the lesser of:

• The actual value of the specimen (replacement cost or re-collection/testing cost)
• The delivery fee paid for that specific shipment
• The total fees paid by Client in the 12 months preceding the claim

EXCLUDED DAMAGES: We are not liable for consequential, incidental, special, punitive, or indirect damages including lost profits, lost data, business interruption, or specimen degradation not caused by our negligence.

10. Force Majeure

We are not liable for delays or failures caused by events beyond our reasonable control, including but not limited to: severe weather, natural disasters, pandemics, civil unrest, government actions, road closures, accidents, traffic conditions, or facility unavailability. In such events, we will make reasonable efforts to notify affected Clients and resume service as soon as practicable.

11. Insurance

The Company maintains:

• Commercial auto liability insurance
• General liability insurance
• Workers' compensation insurance (where applicable)
• Professional liability coverage

Certificates of insurance are available upon request for credentialing purposes. Client maintains responsibility for their own insurance coverage.

12. Indemnification

Client agrees to indemnify, defend, and hold harmless Exodus Health Couriers LLC, its owners, officers, and employees from any claims, damages, or expenses arising from:

• Improper specimen packaging or labeling by Client
• Inaccurate pickup/delivery information provided by Client
• Client's violation of HIPAA or other regulations
• Client's breach of this Agreement
• Claims by third parties related to specimens improperly prepared by Client

13. Arbitration and Dispute Resolution

BINDING ARBITRATION: Any dispute arising from this Agreement shall be resolved through binding arbitration, except where prohibited by law.

• Disputes must first be submitted in writing for informal resolution (30-day period)
• If unresolved, arbitration shall be conducted in Montgomery County, Ohio
• American Arbitration Association Commercial Rules apply
• The arbitrator's decision is final and binding
• Each party bears its own costs unless arbitrator rules otherwise

Class Action Waiver: Client waives any right to participate in class action lawsuits against the Company. All claims must be brought individually.

14. Term and Termination

Term: This Agreement remains in effect while Client maintains an active account.

Termination: Either party may terminate with 30 days written notice. We may terminate immediately for:

• Non-payment exceeding 60 days
• Material breach of this Agreement
• Repeated violations of packaging or documentation requirements
• Conduct endangering our staff or operations

Upon termination, all outstanding balances become immediately due.

15. Warranty Disclaimer

SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE SERVICE.

16. Governing Law

This Agreement is governed by the laws of the State of Ohio. Subject to the arbitration provision, any legal proceedings shall be brought in the courts of Montgomery County, Ohio.

17. Modifications

We may modify this Agreement at any time by posting updates to our website or providing direct notice. Continued use of services after modifications constitutes acceptance. Material changes will be communicated with reasonable notice.

18. Acknowledgment

19. Contact Information

For questions about this Client Service Agreement, please contact: