Version 1.0
Effective Date: September 10, 2025
WHEREAS, UptimeServices LLC ("Company") provides a platform for connecting healthcare equipment service providers with customers requiring equipment maintenance and repair services; and
WHEREAS, these Terms and Conditions ("T&Cs") govern the relationship between Company and any service provider ("Partner Company") who enters into a Medical & Dental Equipment Service Partner Agreement with Company;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
This Agreement shall commence upon the Effective Date and continue for one (1) year (Initial Term). Thereafter, it shall automatically renew for a one-year period unless either party provides written notice at least 30 days before the expiration of the then-current term of its intention not to renew.
Partner Company agrees to: Complete any necessary or OEM-required training and provide a background check for any technicians performing work under this agreement or allow the Company to perform one.
The Partner Company agrees to use the Company’s Software (Software) for all services provided under this Agreement. Partner Company agrees to use the Software to document all details for work performed unless the Partner Company is instructed otherwise in the Job Ticket.
Non-Exclusivity: This Agreement is non-exclusive. The Company may engage other service providers in the same geographic region: If the Partner Company rejects or fails to complete a referred job, the Company may reassign it to another technician. Customers may request a different technician, and the Company reserves the right to honor such requests.
Non-Circumvention: Notwithstanding the non-exclusive nature of this relationship, each party agrees that it shall not, directly or indirectly, circumvent, avoid, or bypass the other party by engaging in business transactions with any customers, partners, technicians, vendors, or other contacts introduced or made known through this relationship, without the prior written consent of the introducing party. This obligation shall remain in effect during the term of this Agreement and for a period of two (2) years following its termination. Any breach of this provision shall be deemed a material breach of this Agreement, entitling the non-breaching party to seek injunctive relief, damages, and recovery of all reasonable costs and attorney’s fees incurred in enforcing this clause.
The definition of the Company’s customer is any customer that the Company assigns a job to the Partner Company and the Partner Company “Accepts” the job. If the Company’s customer contacts the Partner Company directly, the Partner Company should request that we contact the customer to schedule in the Company Software.
Partner Company agrees to perform services at the highest professional standards and in compliance with all relevant local, state, and federal laws. Additionally, they will obtain and maintain all necessary licenses, permits, and registrations at its expense, and will always interact with all customers respectfully and professionally.
Below is a definition and describes the instance in which the Emergency or Afterhours rate applies.
Emergency Service Call: Emergency Service Calls are subject to the Emergency Service Rate and are defined as follows; An Emergency Service Call is a critical issue that partially or completely halts the customers’ ability to operate and requires the service to be prioritized as in need of rapid response. Typically associated with "lifeline" equipment such as compressors, vacuum pumps, or sterilizers.
Same-Day Emergencies: These require you to respond as quickly as possible due to a total operational shutdown or severe issues like major water leaks.
Urgent Emergencies: These calls may not need same-day attention but must be scheduled ahead of routine service appointments to restore functionality promptly.
Afterhours Service Call: The After-Hours Service Fee applies to service calls scheduled outside of standard business hours. Standard business hours are defined as Monday through Friday, 8:00 AM to 5:00 PM, excluding public holidays. Technicians may charge the After-Hours Service Fee when a service request is scheduled to take place after standard business hours, including evenings, weekends, or holidays. If the service extends into the afterhours, and the technician communicates with the Company and the customer the repair will extend into the afterhours and therefore part of the service will fall under the afterhours rate if applicable.
The Partner Company will respond to assigned jobs as follows:
During business hours – an acknowledgement of the request within 1 hour.
After business hours, weekends and holidays - acknowledgement of the request within 1 business day.
The Partner Company will receive 10% of the Net Profit from any equipment sales referred to the Company, whether the customer is the Company’s customer or a customer of the Partner Company. Net Profit equals the sale amount, excluding shipping, taxes, and merchant fees, less the Company’s cost of goods and shipping. Partner Company may install the equipment if qualified, as determined by the Company. If the Partner Company declines or they are determined to be unqualified, the Partner Company will not be paid for the Installation and another technician will be assigned by the Company.
Parts for Company-generated work orders required to be purchased through the Company or its designated vendors. Partner Company may use van stock but must replenish those parts through the Company. Warranties on parts must be directed by the Partner Company to the manufacturer.
Partner Company must maintain at a minimum, the following insurance coverage during the Agreement term and name the Company as additionally insured:
Policies must:
Either party may terminate this Agreement for cause, effective immediately upon written notice, in the event of a material breach, insolvency, non-payment beyond the applicable cure period, or repeated safety or compliance failures. Termination may also occur for any of the following reasons: Non-payment, breach of confidentiality or non-solicitation clauses, failure to use Company Software as required under this Agreement, failure to maintain insurance or licenses, bankruptcy or insolvency, or engagement in fraudulent or unethical practices. Either party may terminate this Agreement without cause by providing thirty (30) days’ written notice to the other party. Upon termination, both Parties agree to: Settle all payments due and outstanding, maintain all relevant business records for a period of three (3) years, resolve any warranty or service-related claims in good faith and, return or destroy all materials, property, and confidential information belonging to the other Party.
In the event that the Partner Technician Company ceases operations, dissolves, or otherwise discontinues business, and subsequently re-establishes as a like company (including, but not limited to, a successor entity, affiliate, or other entity with substantially similar ownership, management, or service offerings), the newly established company shall assume full responsibility for all existing warranty obligations. This includes, without limitation, the performance of warranty work, coverage of associated fees, and responsibility for any Return Merchandise Authorizations (RMAs) required to fulfill warranty commitments made to customers under this Agreement. Such responsibility shall survive dissolution and shall automatically transfer to the successor or re-established company without need for additional written consent by UptimeServices.
Partner Company is an independent contractor, not an employee, agent of the Company. The Partner Company is responsible for all tax obligations and benefits.
Each party (“Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party (“Indemnified Party”), including its officers, directors, employees, agents, successors, and assigns, from and against any and all losses, damages, liabilities, claims, costs, and expenses (including reasonable attorney’s fees) arising out of or related to: any breach or violation of this Agreement by the Indemnifying Party, any negligent act, omission, or willful misconduct of the Indemnifying Party or its personnel, any claim of intellectual property infringement arising from materials, information, or services provided by the Indemnifying Party, and any violation of applicable laws or regulations by the Indemnifying Party. This mutual indemnification shall survive termination or expiration of this Agreement.
Neither party shall be liable for any failure or delay in performance hereunder caused by circumstances beyond its reasonable control, including without limitation: acts of God; war, riot, or civil commotion; government actions or regulations; labor disputes or strikes; utility or communication failures; or pandemics or other public health emergencies (each, a "Force Majeure Event"). If a Force Majeure Event occurs, the affected party will:
If the event lasts for more than 30 consecutive days, either party may choose to end the Agreement by providing written notice.
Partner Company shall not disclose or use the Company confidential information, including the Company Software, pricing, and customer details, during or after the term of this Agreement.
Non-Disclosure of Pricing and Revenue Details: Vendors are strictly prohibited from disclosing UptimeServices pricing structures, revenue share amounts, or any other financial arrangements to customers or third parties. All such information is considered confidential and proprietary to UptimeServices.
Customer Communication Restrictions: Vendors are not authorized to provide direct pricing, estimates, invoices, or cost breakdowns to the customers under any circumstances. All pricing discussions and estimates must be submitted exclusively to UptimeServices for review and approval.
Submission Requirements: Vendors must submit all items, including but not limited to, pricing details, supporting documentation, and related correspondence, directly to UptimeServices. These submissions are subject to review and approval before any communication with the customer is finalized.
Breach of Confidentiality: Any violation of these confidentiality terms, including direct communication of pricing or revenue details to customer may result in termination of this agreement and/or legal action to recover damages.
For the duration of this Agreement and two (2) years afterward, Partner Company agrees not to: Solicit Company’s referred customers for personal or competitive gain.
Partner Company agrees to provide relevant financial records to the Company for auditing in the case of a dispute regarding servicing a Company customer outside of the Company’s Software or selling the Company customer equipment outside of the Company without written permission.
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties agree to first attempt in good faith to resolve the matter through informal negotiations. If the dispute cannot be resolved within thirty (30) days, the Parties agree to submit the matter to mediation administered by a mutually agreed-upon mediator. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may seek injunctive or equitable relief in a court of competent jurisdiction where necessary to protect its rights.
The Partner Company may not assign this agreement without prior written consent. All Sections, clauses and covenants contained in this Agreement are severable, and in the event any of them shall be held to be invalid by any court, this Agreement shall be interpreted as if such invalid Sections, clauses or covenants were not contained herein. This Agreement is governed by Massachusetts law and any disputes shall be resolved in Suffolk County, Massachusetts, both parties waive the right to a jury trial.
No material changes, modifications, or amendments to these Terms and Conditions shall be valid or binding unless made in writing and executed by both Parties. Any material change to the scope of services, pricing, payment terms, or other substantive provisions requires written notice and mutual consent prior to implementation. Oral modifications or informal communications shall not be deemed to alter these Terms and Conditions.
IN WITNESS WHEREOF, these Terms and Conditions are effective as of the date first set forth above.
Providing dental and medical practices with the services, software, and training they need to stay efficient and compliant.