Client Services Terms & Conditions

Authorized Representative: a person authorized by Client to request, modify, cancel, release or accept a Shipment.

Client Materials: all specimens, blood products, tissue, organs, biological materials, pharmaceuticals, medical devices, surgical equipment, records, documents, supplies, packages and other property tendered to MOTO-Med.

Declared Value: the monetary value of a Shipment stated by Client in writing and accepted by MOTO-Med before pickup.

Delivery Window: an estimated, requested or agreed pickup or delivery period. Unless expressly guaranteed in a separate written agreement, it is an operational target only.

Services: transportation, courier, dispatch, routing, tracking, chain-of-custody and related services provided by MOTO-Med.

Shipment: Client Materials accepted under one dispatch request, job number or chain-of-custody record.

STAT or Time-Critical: a priority designation for dispatch and routing and not a guarantee of a medical, clinical, financial or patient outcome.

MOTO-Med provides point-to-point scheduled, on-demand, STAT and time-critical courier services. MOTO-Med is a transportation and logistics provider only and does not practice medicine, provide medical advice, determine clinical suitability or viability, select testing or treatment protocols, transport patients, or guarantee any medical result or patient outcome.

Unless separately agreed in writing, MOTO-Med does not provide laboratory, refrigeration, processing, sterilization, long-term storage, disposal, validation or medical-device maintenance services.

Client is responsible for providing complete and accurate pickup and delivery addresses, contacts, required times, contents and classification, temperature requirements, handling instructions, package count and dimensions, Declared Value when applicable, and any circumstance affecting safe or timely transportation. MOTO-Med may rely on information supplied by Client or an Authorized Representative without independent verification. Changes after dispatch may affect price, routing, timing and availability.

Unless MOTO-Med expressly agrees otherwise in writing, Client is solely responsible for preparing each Shipment. Client represents that every Shipment is accurately described; properly classified, packaged, sealed, secured, labeled and documented; suitable for motorcycle transportation and ordinary road movement; protected against leakage, breakage, contamination and temperature variation; and accompanied by all required papers, permits and instructions.

MOTO-Med’s acceptance of a Shipment does not constitute approval or verification of its contents, packaging, classification, labeling or legal compliance. MOTO-Med may refuse or discontinue transportation of any unsafe, leaking, damaged, improperly packaged, unlawfully prepared, inaccurately described, oversized, overweight or unsuitable Shipment. Client remains responsible for charges incurred.

Client must disclose every required temperature range, excursion limit, monitoring requirement and special handling protocol before dispatch. Unless separately agreed in writing, Client is responsible for selecting, preparing, preconditioning and validating all insulated packaging, refrigerants, cold packs, dry ice and monitoring devices, and for providing packaging capable of maintaining required conditions for the anticipated journey plus a reasonable contingency period.

MOTO-Med does not warrant that passive packaging will maintain a particular temperature and is not responsible for latent packaging defects, insufficient refrigerant, incorrectly conditioned cold packs, inadequate dry ice, improper packing configuration or failure of Client-provided monitoring devices. Client is solely responsible for deciding whether delayed or temperature-exposed materials remain suitable for use.

Client must notify MOTO-Med before tendering infectious substances, Category A or B biological substances, diagnostic specimens, dry ice, hazardous chemicals, radioactive materials, controlled substances, human organs or anatomical materials, or any restricted material. Client is responsible for lawful classification, packaging, marking, labeling, documentation and tender. MOTO-Med may refuse any material for which it lacks notice, documentation, authorization, equipment or capacity.

Client shall reimburse MOTO-Med for reasonable cleanup, decontamination, disposal, emergency-response and regulatory expenses caused by leakage, breakage, misclassification, improper packaging or undisclosed contents, except to the extent directly caused by MOTO-Med’s gross negligence or willful misconduct.

Client must ensure that the Shipment is ready, properly packaged and documented; pickup and delivery contacts are available; MOTO-Med has timely access; and an authorized recipient can accept delivery. Unless Client gives written instructions requiring delivery to a named individual, MOTO-Med may deliver to an apparently authorized employee, representative, reception area, laboratory receiving area, security desk or other customary receiving location.

Electronic signatures, photographs, barcode scans, timestamps, GPS records, dispatch notes and system-generated records may be used as evidence of pickup, custody, attempted delivery and delivery. Client must notify MOTO-Med immediately of any disputed, missing, damaged, delayed or incorrectly delivered Shipment.

MOTO-Med will use commercially reasonable efforts to meet requested times. Unless expressly guaranteed in a separate written agreement signed by an authorized officer, all pickup times, transit times, estimated arrival times and Delivery Windows are estimates only.

MOTO-Med does not guarantee a specific pickup or delivery time, immediate facility access, recipient acceptance, specimen viability, successful testing, treatment, surgery, transfusion or transplantation, or prevention of financial, operational, medical or patient-care loss. A STAT, emergency, critical or urgent designation does not make MOTO-Med an insurer of the Shipment or guarantor of its medical purpose.

MOTO-Med is not liable for delay, nonperformance, loss or damage caused by circumstances beyond its reasonable control, including traffic, collisions, road closures, weather, fire, earthquake, natural disaster, police or emergency activity, unsafe roads, facility lockdowns, access restrictions, Client or recipient delays, incorrect information, telecommunications or power failures, labor disputes, staffing emergencies, governmental action, legal compliance or similar events. MOTO-Med may use an alternative route, rider, vehicle, transfer location or transportation method when reasonably necessary.

Client shall pay all fees shown in the applicable rate schedule, proposal, service agreement, account confirmation or dispatch quotation. Additional charges may apply for waiting time, additional stops, after-hours or holiday service, cancellation or changes after dispatch, incorrect addresses, excessive delays, return trips, refused deliveries, oversized or unusual Shipments, special equipment or handling, tolls, parking, access fees, cleaning, decontamination, disposal, dry ice, temperature-control supplies and Services outside the quoted scope.

Mileage may be calculated using MOTO-Med’s dispatch or mapping system and may differ from odometer mileage or a route selected by Client.

Payment is due upon receipt of invoice unless MOTO-Med and Client have expressly agreed in writing to different payment terms.

Client must dispute a charge in writing within ten business days after the invoice date, identifying the specific charge and reason. Undisputed amounts remain due upon receipt. Past-due amounts may accrue interest at the lesser of one and one-half percent per month or the maximum lawful rate. Client shall reimburse reasonable collection costs, including collection-agency fees, court costs and attorneys’ fees where permitted by law.

MOTO-Med may suspend or limit Services if an account is past due, exceeds its approved credit limit or presents an unreasonable credit risk. Client may not offset or withhold amounts because of a claim unless MOTO-Med agrees in writing.

Cancellation fees may apply when a courier has been dispatched, is en route to the pickup location, or has arrived at the pickup location. The applicable fee may reflect the courier’s status, distance traveled, time committed and nonrecoverable costs.

Standard waiting time is calculated beginning fifteen (15) minutes after the requested pickup time and continues until the package has been physically handed over to the courier.

Waiting time may also apply at delivery when the courier cannot complete delivery because the receiving contact, facility access, documentation or other required condition is unavailable. MOTO-Med may leave and treat the pickup or delivery as unsuccessful when continued waiting would compromise safety, another time-critical assignment or legal operating requirements. Additional charges may apply for another attempt, return transportation, storage or authorized disposal.

MOTO-Med’s charges are based on the Services and not on the value, rarity, clinical importance or consequential impact of Client Materials. Client must disclose before dispatch the actual value of any Shipment exceeding One Thousand Dollars ($1,000) and request written approval of a higher Declared Value.

A Declared Value is effective only when supplied before pickup, accepted by MOTO-Med in writing, supported by reasonable documentation and accompanied by any applicable surcharge. A Declared Value is not insurance.

Unless a higher Declared Value has been accepted in writing, MOTO-Med’s maximum liability for direct physical loss of or direct physical damage to Client Materials shall not exceed the lesser of the documented replacement cost, actual value, or One Thousand Dollars ($1,000) per Shipment.

For specimens, blood products, tissue, organs, biological materials, pharmaceuticals or custom medical items without an ordinary replacement market, value does not include recollection, donor recruitment, repeat testing, laboratory expenses, surgery, patient treatment, lost research, anticipated revenue, delay damages or the alleged value of a lost medical opportunity or patient outcome.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOTO-MED SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THE SERVICES, REGARDLESS OF THE THEORY ASSERTED.

Excluded damages include lost profits, revenue or business opportunities; loss of use, production, research or data; business interruption; recollection, repeat testing or rescheduling; substitute transportation; operating-room, surgical-team or facility costs; medical treatment or patient-care expenses; loss of specimen viability; loss of organ, tissue, blood product, pharmaceutical or medical-device use; personal injury, death or deterioration in a patient’s condition arising from a delayed, unavailable or unusable Shipment; regulatory penalties assessed against Client; reputational harm; and third-party claims against Client.

Nothing in these Terms excludes liability that cannot lawfully be excluded.

Except for liability that cannot legally be limited, MOTO-Med’s total aggregate liability arising from a Shipment shall not exceed the cargo-liability amount under Section 13. For claims not involving direct physical loss of or damage to Client Materials, MOTO-Med’s total liability shall not exceed the service fees paid or payable for the specific Shipment.

For recurring Services not tied to one Shipment, aggregate liability shall not exceed the service fees paid during the three months immediately preceding the event giving rise to the claim.

These limitations do not apply to MOTO-Med’s fraud, willful misconduct or liability that applicable law expressly prohibits the parties from limiting.

To the maximum extent permitted by law, Client shall defend, indemnify and hold harmless MOTO-Med and its officers, directors, employees, riders, agents and subcontractors from claims, liabilities, penalties, damages, losses and reasonable legal expenses arising from Client’s breach; inaccurate or incomplete Shipment information; improper classification, packaging, sealing, labeling, documentation or tender; undisclosed hazardous or regulated materials; leakage, contamination, exposure or sharps injury caused by Client Materials; Client’s violation of law; Client’s clinical or patient-care decisions; Client instructions; claims concerning ownership or contents; third-party medical claims; or failure to obtain required permissions.

Client is not required to indemnify MOTO-Med to the extent a final judgment determines that a claim resulted directly from MOTO-Med’s gross negligence, fraud or willful misconduct.

MOTO-Med will use commercially reasonable safeguards to protect confidential information and PHI encountered while performing Services. Client shall disclose only the minimum information reasonably necessary and should avoid placing unnecessary patient information on the exterior of a package.

Depending on the Services, MOTO-Med may function as a conduit for PHI. If MOTO-Med qualifies as Client’s business associate under HIPAA, the parties shall execute a separate Business Associate Agreement. These Terms do not independently establish business-associate status.

MOTO-Med may use and retain Shipment information for dispatch, routing, tracking, chain-of-custody documentation, billing, quality assurance, incident investigation, legal compliance, insurance and defense of claims.

Client authorizes electronic dispatch, GPS, barcode scanning, photographs, electronic signatures, text messages, email and telephone communications. GPS locations and estimated arrival times are approximate and may be delayed, interrupted or inaccurate. MOTO-Med does not guarantee uninterrupted availability of any portal, application, communication service or electronic record system.

Client must provide written notice of visible damage, leakage, temperature concern or suspected compromise within twenty-four (24) hours after delivery, and notice of loss, nondelivery, delay or other claims within seven (7) calendar days after the scheduled delivery date.

The notice must include the job number, pickup and delivery information, description of Client Materials, nature of the alleged loss, supporting records and photographs, temperature data when applicable, proof of ownership and value, packaging information and amount claimed. Client must preserve packaging, seals, monitors and Client Materials for reasonable inspection.

No legal action may be brought unless Client has complied with this claim procedure. Any legal action must be commenced within one year after the event giving rise to the claim unless applicable law requires a longer period.

MOTO-Med shall maintain insurance of the types and limits stated in an applicable service agreement, certificate or insurance schedule. A certificate of insurance is evidence of coverage only and does not amend these Terms, increase liability or make Client an insured unless the policy and endorsement expressly provide otherwise. Client remains responsible for maintaining insurance appropriate to its materials, medical operations, high-value Shipments, business interruption and consequential risks.

MOTO-Med may use qualified employees, riders, agents, affiliated providers or subcontractors and may use a motorcycle, passenger vehicle, cargo vehicle, air carrier or other reasonable transportation method when operationally necessary. All limitations and exclusions in these Terms apply to such performance.

Safety takes priority over every requested time or route. No Client instruction requires a rider to violate traffic laws, exceed lawful speed, proceed through unsafe weather or roads, operate while fatigued or medically unfit, carry an unsafe load, enter an unsafe location or violate law or MOTO-Med policy. MOTO-Med may delay, reroute, transfer, return or refuse a Shipment when reasonably necessary for safety, compliance or protection of persons or property.

Client represents that it has legal possession of and authority to tender the Client Materials, has obtained required patient, donor, recipient and third-party permissions, is authorized to disclose information supplied to MOTO-Med, and will comply with applicable law. Client shall not tender cash, negotiable instruments, firearms, explosives, illegal drugs, contraband, live animals, unapproved radioactive materials or other prohibited items without prior written authorization.

Either party may terminate an ongoing service relationship on thirty days’ written notice unless a separate agreement provides otherwise. MOTO-Med may immediately suspend or terminate Services for nonpayment, repeated unsafe or improperly prepared Shipments, violation of law or these Terms, unsafe or unlawful requests, material misrepresentation, or unreasonable operational, credit, legal or safety risk. Termination does not affect accrued payment obligations, pending claims or provisions intended to survive.

MOTO-Med and Client are independent contractors. Nothing creates a partnership, joint venture, fiduciary, employment or agency relationship. MOTO-Med does not act as Client’s medical provider, laboratory, insurer, healthcare decision-maker or clinical agent.

Neither party is liable for failure or delay caused by an event beyond its reasonable control, except that Client’s payment obligations remain due. The affected party shall use commercially reasonable efforts to reduce the effect and resume performance. MOTO-Med is not required to perform Services in an unsafe, unlawful or commercially impracticable manner.

These Terms are governed by California law without regard to conflict-of-law principles. Any proceeding arising from these Terms or the Services shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party consents to jurisdiction and venue there. Before filing an action, the parties shall attempt in good faith to resolve the dispute through representatives with authority to settle.

In any legal action arising from these Terms, the prevailing party may recover reasonable attorneys’ fees and costs to the extent permitted by law.

Formal notices must be sent by personal delivery, nationally recognized overnight courier, certified mail or email with confirmation of receipt to the address or email maintained in the applicable account records. Notice is effective upon confirmed receipt.

If governing documents conflict, the following order applies unless a later document expressly states otherwise: (1) a signed amendment identifying the provision amended; (2) a signed service agreement or statement of work; (3) a Business Associate Agreement for privacy and security matters only; (4) these Terms; (5) an accepted proposal or rate schedule; (6) a dispatch request or confirmation; and (7) a purchase order. Terms on Client’s purchase order, vendor portal or unilateral document do not modify these Terms unless expressly accepted in writing by an authorized MOTO-Med officer.

No amendment is effective unless in writing and accepted by authorized representatives of both parties. A waiver of one breach does not waive another. No rider, dispatcher or field employee may alter these Terms, accept unlimited liability or approve a Declared Value unless expressly authorized in writing.

If a provision is invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed. The remaining provisions continue in effect.

Client may not assign these Terms or transfer its account without MOTO-Med’s prior written consent. MOTO-Med may assign these Terms in connection with a merger, reorganization, sale of substantially all assets or transfer to an affiliated entity.

These Terms and documents expressly incorporated into them constitute the entire agreement concerning the Services and supersede prior discussions, representations and understandings on the same subject. Client acknowledges that it has not relied on a promise or guarantee not included in the written agreement.

Electronic acceptance, electronic signatures, scanned signatures, electronically stored records and counterparts have the same legal effect as original handwritten signatures and paper records. MOTO-Med may reproduce and rely upon its electronic acceptance record as evidence of Client’s agreement to these Terms.