The agreement between you and BiomedRx for use of the BiomedRx App, including its risk warnings, insurance requirements, and limits of liability. Effective 12 October 2026.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS RISK WARNINGS, AN ASSUMPTION OF RISK, A RELEASE OF CLAIMS, INDEMNIFICATION OBLIGATIONS, INSURANCE REQUIREMENTS, LIMITS ON BIOMEDRX'S LIABILITY, A BINDING INDIVIDUAL ARBITRATION PROVISION WITH A CLASS-ACTION WAIVER (SECTION 12), AND NON-CIRCUMVENTION AND NON-SOLICITATION OBLIGATIONS THAT CONTINUE FOR 10 YEARS AFTER YOU STOP USING THE APP (SECTION 17). YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS.
1.1 Agreement. This End User License Agreement ("Agreement") is a binding contract between you and BiomedRx Inc., a California corporation, 8306 Wilshire Blvd., Suite 777, Beverly Hills, CA 90211, together with its parents, subsidiaries, affiliates, regional operating brands, officers, directors, employees, agents, licensors, and successors (collectively, "BiomedRx"). It governs your access to and use of the BiomedRx mobile and web applications, websites, service-request forms, bid board, messaging, payment, and related services (the "App"). It replaces the BiomedRx App Terms of Service dated 29 August 2026.
1.2 Definitions.
1.3 Acceptance. By clicking "I Agree", creating an account, submitting a service request, placing a bid, or otherwise using the App, you confirm that you have read, understood, and accepted this Agreement. You must accept it again whenever BiomedRx requires. If you do not agree, do not use the App.
1.4 Authority. If you use the App on behalf of an organization, you represent and warrant that you have authority to bind that organization, and "you" includes that organization. You must be at least 18 years old.
1.5 Electronic acceptance. You consent to electronic contracting, signatures, and records under the federal ESIGN Act and the California Uniform Electronic Transactions Act. Your electronic acceptance has the same effect as a handwritten signature.
2.1 Technology platform only. The App is a technology platform that lets Requesters post service needs and lets independent Service Members offer to perform them. For Jobs arranged through the App, BiomedRx does not perform Services, does not practice medicine or engineering, and does not provide clinical, patient-care, or biomedical engineering judgment. Each Service Member alone decides how, whether, and by what methods a Job is performed.
2.2 No employment, agency, or partnership. Service Members are independent contractors or independent businesses, not employees, agents, partners, or joint venturers of BiomedRx. Nothing in this Agreement or the App creates such a relationship. Service Members have no authority to bind BiomedRx, and they are solely responsible for their own taxes, licenses, permits, insurance, tools, test equipment, training, transportation, and business expenses.
2.3 No guarantee or endorsement. BiomedRx does not guarantee, warrant, or endorse any User, bid, estimate, Job outcome, part, or piece of equipment, including any User's identity, qualifications, licensure, certification, insurance, workmanship, honesty, solvency, or availability. Screening such as credential checks, insurance-certificate review, ratings, a "dispatch eligible" status, or badges is a limited administrative convenience based on information Users supply. It is not a representation, warranty, or assurance of competence or safety, and Users must not rely on it instead of their own due diligence.
2.4 Service contract. The contract for Services is formed solely between the Requester and the Service Member whose bid is accepted. BiomedRx is not a party to it and acts only as the Service Member's limited payment-collection agent.
2.5 Regulatory responsibility stays with the facility. BiomedRx is not responsible for any User's compliance with Joint Commission, CMS Conditions of Participation, NFPA 99, FDA, OSHA, state department of health, or other accreditation or regulatory requirements. Each Healthcare Provider remains solely responsible for its medical equipment management program, including the decision to return any device to patient use.
2.6 Every work order names the roles. Before work begins, each work order must identify the contracting customer, the contracting service provider, the person or organization performing the work, who engages that technician, who authorizes return to service, and any BiomedRx role in the engagement. No User may represent that it acts for BiomedRx without written authority.
2.7 BiomedRx-provided services are not recharacterized. Where BiomedRx is itself the contracting service provider, employer, or supervisor under a separate written agreement, or otherwise undertakes a service obligation, that agreement and governing law control that responsibility. This Agreement does not recharacterize that work as an independent User-to-User transaction.
2.8 Roles follow activities. Obligations apply according to what you actually do, not your account label. A User acting in more than one role must meet each role's obligations. A person using an organizational account does not, by that use alone, personally guarantee the organization's obligations, and nothing in this Agreement transfers an employer's non-waivable obligations to an employee.
3.1 WARNING: READ CAREFULLY. Servicing medical equipment is inherently hazardous. It can result in death, serious bodily injury, property damage, regulatory sanctions, and financial loss to Users, patients, and third parties. By using the App, you acknowledge that you have been warned of, understand, and accept the following risks, among others, which may occur even when everyone involved acts with reasonable care:
3.2 No safety supervision. BiomedRx does not supervise, direct, control, inspect, or verify any work, worksite, procedure, part, or test result, and has no duty to do so. BiomedRx has no duty to warn of hazards at any site or in any equipment.
3.3 You decide whether to proceed. Each User independently decides whether to request, accept, perform, or return equipment to service, and does so at that User's sole risk.
3.4 More risks, and your own risk assessment. The risks in 3.1 also include missed alarms; incorrect dosing or treatment delivery; delayed diagnosis or treatment; interruption of life-support functions; magnetic-field projectile hazards; pressure, vacuum, and cryogenic hazards; loss of sterility; loss of device settings or records; unauthorized software changes; and inaccurate automated or AI output. This list is not exhaustive. Before each Job, you must conduct an activity-specific risk assessment of the equipment, environment, personnel, and proposed work.
3.5 No license to work unsafely. Accepting these risks does not authorize unsafe practices and does not waive the independent rights of patients or other non-parties.
4.1 Express assumption of risk. To the fullest extent permitted by law, you knowingly and voluntarily assume all risks arising from your use of the App and from any Services you request, bid on, accept, perform, supervise, pay for, or receive. That includes the risks in Section 3, whether known or unknown, foreseeable or unforeseeable.
4.2 Responsibility for your own business. You are solely responsible and liable for:
4.3 Independent verification. Before a Job begins, you will independently verify what matters to you, including identity, qualifications, training, licensure, insurance certificates, and references. You will not rely on BiomedRx for that verification.
4.4 Acknowledgment. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS SECTION AND SECTIONS 3 AND 11. YOU UNDERSTAND THAT THEY LIMIT YOUR RIGHTS AGAINST BIOMEDRX, AND YOU ACCEPT THEM AS A CONDITION OF USING THE APP.
4.5 Work only within your qualifications. Perform or authorize only work for which you hold the required competence, training, credentials, licenses, permissions, equipment, and insurance. Before starting, you must verify the equipment's identity and configuration, obtain authorization from the owner or facility, confirm the scope, identify hazards, and confirm access to suitable service information, tools, calibrated test equipment, and protective measures. Stop work whenever information, competence, authorization, or safety controls are inadequate.
4.6 Follow procedures. Follow applicable law, facility requirements, manufacturer instructions, and OSHA hazardous-energy control (lockout/tagout) and infection-control requirements. Any alternative equipment maintenance program must be approved and documented by the facility. A suggestion from the App, a person, or an AI does not authorize departing from a required procedure. Where the App and the manufacturer's procedure disagree, follow the manufacturer.
4.7 Honest records. Never falsify, backdate, fabricate, or misrepresent service records, credentials, measurements, parts, inspections, approvals, attendance, or equipment condition. Review and correct any App-generated record before adopting it as an official service record. Confirm that the equipment you scan or enter is the equipment you actually serviced.
4.8 Return to service. Do not represent equipment as ready for clinical use until the required testing, documentation, and the facility's authorized release are complete. An invoice, payment, App-generated "pass", closed work order, or completion badge is not clinical clearance and does not guarantee future performance.
In addition to Sections 1–4 and 10–16, each Healthcare Provider agrees to the following.
5.1 Equipment management program. You retain sole responsibility for your medical equipment management program. That includes equipment inventory, risk classification, preventive maintenance scheduling, alternative equipment maintenance (AEM) decisions, incident investigation, recalls, and Joint Commission, CMS, and state compliance. You alone decide whether equipment is safe to return to patient use. That decision should follow your own acceptance testing and your program's policies.
5.2 Accurate requests; no emergency reliance. You will describe equipment, symptoms, location, hazards, and urgency accurately. You will remove from service any equipment that may endanger patients until it is repaired and verified. You will not rely on the App for emergency response.
5.3 Safe, decontaminated worksite. Before service begins, you will decontaminate equipment according to CDC and facility protocols and disclose all known hazards (radiation, infectious, chemical, electrical, magnetic, and structural). You will provide safe access, lockout/tagout coordination, escorts, and any required badges, vendor credentialing, and orientation. You will also maintain the safety of your premises.
5.4 No patient information. Do not enter protected health information (PHI) in the App. If a Service Member may encounter PHI on a device, you must arrange any required Business Associate Agreement directly with that Service Member, and with BiomedRx only if it actually receives PHI (see Section 13).
5.5 Contracted-services oversight. You are responsible for evaluating any Service Member's competence, credentials, and performance under your contracted-services and vendor-management policies. That includes checking Service Members against the OIG List of Excluded Individuals/Entities (LEIE) and SAM.gov exclusion lists where your program requires it.
5.6 Estimates and payment. No work begins until you approve a written estimate. Labor is billed at the posted hourly rate, currently $150 per hour, which includes the Service Member's labor rate and BiomedRx's platform fee. Parts, travel, and shipping are quoted separately. You pay through the App. BiomedRx collects payment as the Service Member's limited payment-collection agent, and your payment to BiomedRx satisfies your obligation to the Service Member for that amount. You will pay all approved amounts when due, and you will not use chargebacks to resolve service disputes (see Section 12).
5.7 Non-circumvention. You will arrange all Services with Service Members you meet through the App through the App, and you will not hire or directly engage them or their personnel, as set out in Section 17. Those obligations continue for 10 years after you stop using the App.
5.8 Authority, contingency, and acceptance. Personnel who authorize work must have authority to do so. You will keep patient-care and equipment-contingency arrangements in place while equipment is out of service, and you will evaluate equipment under your acceptance procedures before returning it to patient care. Your acceptance of this Agreement does not release any patient's or other non-party's independent claim.
In addition to Sections 1–4 and 10–16, each Manufacturer agrees to the following.
6.1 Product responsibility stays with you. You remain solely responsible for the design, manufacture, labeling, instructions for use, service documentation, software, cybersecurity, recalls, corrections and removals, and product liability of your devices. Using the App to arrange field service does not transfer any of those obligations to BiomedRx or to any Service Member.
6.2 Quality system and reporting. You remain solely responsible for your obligations under FDA regulations, including 21 CFR Part 820 (the Quality Management System Regulation, effective February 2, 2026, including complaint handling and servicing records), Part 803 (medical device reporting), Part 806 (reports of corrections and removals), and, where applicable, 21 CFR 1002 and 1020 for radiation-emitting products. You must give Service Members any service procedures, forms, and complaint-reporting instructions you require. Unless you have a separate written agreement with them, Service Members are not your agents for complaint intake or regulatory reporting.
6.3 Authorization, documentation, and parts. You represent that you have the right to authorize Service Members to service your devices. Before a Job begins, you will provide current service manuals, software, passwords, training requirements, and specifications for genuine parts, and you are responsible for any license terms that attach to them. You are solely responsible for determining whether any work amounts to remanufacturing.
6.4 Customer relationship. You are solely responsible for your contracts, warranties, and service-level commitments to your customers. BiomedRx is not a party to them and does not assume them. You will obtain any consent your customer contract requires before sending a Service Member to your customer's site.
6.5 Payment and non-circumvention. Sections 5.6 and 5.7 apply to you as a Requester.
6.6 No false authorization claims. You will clearly state the scope of any manufacturer authorization, warranty service, recall, or field correction. You will not represent a Service Member as manufacturer-authorized unless that authorization exists and covers the specific work.
7.1 No Jobs. A Basic BMET Membership is free and gives access only to non-transactional features, such as the member network, messaging, news, and training listings. Basic BMET Members may not bid on, accept, or perform Jobs, and may not represent to anyone that they are authorized to perform Services through BiomedRx. To bid on Jobs, a Basic BMET Member must upgrade to a Premium BMET Membership and meet every requirement in Section 8.
7.2 Information only. Technical content, forums, training listings, and messages in the App are general information supplied by Users and third parties. They are not professional advice, a service procedure, or a substitute for manufacturer documentation and your employer's policies. You use them at your own risk.
7.3 Off-App work. Any work you perform for anyone outside a Job is outside this Agreement, and BiomedRx has no responsibility or liability for it. Work for a client, technician, or organization you met through the App is also subject to Section 17.
7.4 Membership is not a credential. A Basic BMET Membership is not a license, certification of competence, or manufacturer authorization. Represent your training and experience accurately, and work only within your demonstrated competence and any supervision your employer requires.
In addition to Sections 1–4 and 10–16, each Premium BMET Member agrees to the following.
8.1 Qualifications (continuing). To bid, and at all times while performing a Job, you must maintain all of the following. If any of them lapses, you must stop bidding and tell BiomedRx within 24 hours.
8.2 Standard of work. You will perform every Job personally or through your own business entity's qualified employees. You will follow the manufacturer's service documentation and applicable standards (including NFPA 99 and AAMI/ANSI guidance), use calibrated test equipment with current calibration records, and use genuine or manufacturer-specified parts unless the Requester approves otherwise in writing. You will complete a written service report that includes work performed, parts used, test results, test-equipment identifiers, and return-to-service status. You will clearly tag any device you could not repair or verify as out of service and notify the Requester in writing.
8.3 Incidents. If a device may have caused or contributed to a death, serious injury, or a malfunction that could do so, you will immediately notify the Requester and BiomedRx and preserve the device and its settings. You will not alter or dispose of anything without the Requester's written direction.
8.4 Worksite conduct. You will follow each facility's safety, infection-control, lockout/tagout, radiation-safety, security, credentialing, confidentiality, and code-of-conduct policies. You will wear the required personal protective equipment, which you supply.
8.5 Your own business costs and risks. You supply your own tools, test equipment, vehicle, phone, and PPE. You are responsible for your own travel risk, injuries, and illness, and for your own taxes. BiomedRx will issue IRS Form 1099 where required.
8.6 Payout. For each accepted Job, your labor rate is $50 per hour for approved, documented labor hours. BiomedRx, as your payment-collection agent, will remit it to you within 15 days after the Requester's payment clears. BiomedRx has no obligation to pay you amounts the Requester does not pay.
8.7 Membership fee. Premium Membership is $45 per month, billed monthly in advance, and renews automatically until you cancel. You may cancel at any time in the App; access continues to the end of the period already paid for.
8.8 Membership is not a credential or a guarantee. Premium BMET Membership is not an engineering degree, a professional-engineer license, a clinical qualification, or authorization to provide regulated engineering services. You will not issue engineering approvals, certifications, or designs without independent legal authority. Premium features, fees, badges, or visibility do not guarantee job volume, payment, accuracy, outcomes, or insurance coverage.
In addition to Sections 1–4 and 10–16, each ISO Member agrees to the following. Sections 8.2–8.4 also apply to the ISO Member and to every technician it sends.
9.1 Qualifications (continuing). To bid, and at all times while performing a Job, you must maintain all five of the following. BiomedRx may suspend bidding automatically when any of them lapses.
9.2 Your people. You alone employ, train, supervise, schedule, pay, and discipline your technicians and subcontractors. You are solely responsible for their wages, overtime, benefits, payroll taxes, workers' compensation, background checks, exclusion screening, and conduct. You will indemnify BiomedRx for any claim that one of them is an employee or joint employee of BiomedRx. You will not send anyone who does not meet Section 8.1.
9.3 Service warranty. You warrant your workmanship for 90 days, or longer if you choose to offer it. That warranty is yours alone and is not given by BiomedRx.
9.4 Payout. For each accepted Job, your labor rate is $100 per hour for approved, documented labor hours. BiomedRx, as your payment-collection agent, will remit it to you within 15 days after the Requester's payment clears.
9.5 Manufacturer authorizations. If a Job requires manufacturer authorization, training, or tools, you represent that you hold them. You are responsible for the consequences if you do not.
9.6 Subcontracting chain. You will use written agreements with your personnel and subcontractors that cover scope, safety, confidentiality, insurance, and responsibility. Delegating work does not release you from your obligations. You will not represent your personnel as BiomedRx employees or agents. Your use of the App does not determine whether your personnel are employees or independent contractors under the law.
10.1 Required coverage. Each User must carry at least the following coverage, at its own expense, whenever it bids on, requests, performs, or receives Services.
| Coverage | Premium BMET Member | ISO Member | Healthcare Provider | Manufacturer |
|---|---|---|---|---|
| Commercial general liability (bodily injury, property damage, completed operations) | $1M per occurrence / $2M aggregate | $1M / $2M, plus umbrella for $3M total | $1M / $3M, or self-insured program | $1M / $2M |
| Professional liability / errors & omissions (technical services) | $1M | $1M, counting toward the $3M total | Its own medical professional liability | Not required |
| Products liability | Not required | Not required | Not required | $2M |
| Commercial or business-use auto | $1M combined single limit | $1M CSL | Not required | Not required |
| Workers' compensation / employer's liability | Statutory, or occupational accident coverage if no employees | Statutory + $1M EL | Statutory | Statutory |
| Cyber / network security (device and network access) | Recommended | $1M | Its own | Its own |
| Customer equipment in custody, transit, or storage (bailee / inland marine) | Replacement value of equipment removed from site | Replacement value of equipment removed from site | Not required | Not required |
| Umbrella / excess for designated higher-risk work (imaging, radiation, life support) | As set in the work order before assignment | As set in the work order before assignment | Not required | As set in the work order |
10.2 Policy terms. Each Service Member's policies must: name BiomedRx Inc. and its affiliates, officers, and employees as additional insureds for ongoing and completed operations (ISO forms CG 20 10 and CG 20 37 or equivalent); be primary and non-contributory to any insurance BiomedRx carries; include a waiver of subrogation in favor of BiomedRx; be written by insurers rated A- VII or better by AM Best; give BiomedRx at least 30 days' notice of cancellation or non-renewal; and, if written on a claims-made basis, remain in force, or be extended by tail coverage, for at least 3 years after the last Job.
10.3 Proof and enforcement. You will upload certificates and endorsements before your first bid or request and at each renewal. BiomedRx may block bidding or posting when proof is missing or expired. Checking your proof does not make BiomedRx responsible for your coverage, and the limits above do not cap your liability or your indemnity obligations. If you fail to maintain the required insurance, you are personally liable for any loss that insurance would have covered.
10.4 What insurance does not do. Membership does not make you an insured under any BiomedRx policy. An insurance certificate does not amend a policy or create coverage, so additional-insured requirements must match actual policy terms and endorsements. Only an approved, lawful self-insurance program may replace a required policy. An employer's policy covers you only if it covers the specific activity; do not assume it covers independent side work. Educational-only access does not authorize uninsured commercial work.
10.5 Gaps. For claims-made coverage, keep an appropriate retroactive date. Promptly disclose any cancellation, non-renewal, exhausted limit, material reduction, or coverage gap, and stop accepting work that the missing coverage would have covered. Deductibles, exclusions, and losses above policy limits remain your responsibility.
11.1 Disclaimer of warranties. THE APP AND EVERYTHING OFFERED THROUGH IT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, BIOMEDRX DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY. THAT INCLUDES WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, WORKMANLIKE PERFORMANCE, ACCURACY, AVAILABILITY, SECURITY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. BIOMEDRX MAKES NO WARRANTY ABOUT ANY SERVICE, PART, DEVICE, OR USER.
11.2 Release. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE AND FOREVER DISCHARGE BIOMEDRX FROM ALL CLAIMS, DEMANDS, LOSSES, AND DAMAGES OF EVERY KIND, KNOWN OR UNKNOWN, ARISING OUT OF OR RELATED TO (A) SERVICES REQUESTED, PERFORMED, OR RECEIVED THROUGH THE APP; (B) THE ACTS, OMISSIONS, OR CONDUCT OF ANY USER OR THIRD PARTY; AND (C) ANY DISPUTE BETWEEN USERS.
California Civil Code § 1542 waiver. You expressly waive § 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You also waive any similar law of any other jurisdiction.
11.2A Scope of the release. Where enforceable, the release in 11.2 expressly includes claims based on BiomedRx's ordinary negligence in providing introductions, listings, communications, payments, or other platform functions in connection with independent User transactions. It releases only claims that belong to you. It does not convert services BiomedRx itself undertakes (Section 2.7) into independent services, does not release another User from its own obligations, and does not waive the independent rights of patients, employees, regulators, or other non-parties.
11.3 Indemnification. You will defend, indemnify, and hold harmless BiomedRx from and against all claims, suits, demands, investigations, losses, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' and expert fees), whether brought by a User, patient, facility, regulator, or other third party, arising out of or related to:
BiomedRx may control the defense with counsel of its choice at your expense, and you may not settle any claim that imposes an obligation on BiomedRx without its written consent. Your obligation applies regardless of any concurrent negligence of BiomedRx, except to the extent a court finds that a loss was caused by BiomedRx's sole negligence, gross negligence, or willful misconduct, or where the law prohibits indemnity.
11.3A Defense procedure. Your duty to defend covers claims alleging facts within this indemnity, with a reasonable allocation between covered and excluded matters. BiomedRx will give reasonably prompt notice and reasonable cooperation, and late notice reduces your obligation only to the extent it materially prejudices you. No employee is required to give up non-waivable employment protections or to assume an employer's non-transferable obligations (for example, California Labor Code § 2802).
11.4 Limitation of liability. TO THE FULLEST EXTENT PERMITTED BY LAW: (A) BIOMEDRX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, USE, OR GOODWILL, OR FOR THE COST OF SUBSTITUTE SERVICES OR EQUIPMENT DOWNTIME, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) BIOMEDRX'S TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE APP OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF THE FEES YOU PAID TO BIOMEDRX, EXCLUDING AMOUNTS PASSED THROUGH TO SERVICE MEMBERS, IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR US $100.
Related claims are treated as arising from their first related event. The cap does not eliminate earned payouts, legally required refunds, or any payment BiomedRx expressly owes, and it yields to a different allocation in a controlling signed service agreement or Business Associate Agreement.
11.5 Basis of the bargain; limits of enforceability. These disclaimers, releases, and limits reflect a reasonable allocation of risk and are an essential basis of the bargain. They apply regardless of the legal theory. They do not exclude liability that cannot be excluded under applicable law, including for fraud, willful injury, or gross negligence. If any of them is found unenforceable, it will be enforced to the maximum extent permitted.
12.1 Disputes between Users are yours. Any dispute about a Job is solely between the Users involved. That includes disputes over scope, quality, delay, damage, injury, parts, warranty, estimates, hours, or payment. BiomedRx is not a party to such disputes and has no obligation to resolve, mediate, investigate, or pay them. You will not name or join BiomedRx in any claim against another User, and if you do, Section 11.3 applies.
12.2 Optional facilitation. BiomedRx may, at its sole discretion, share Job records, messages, and service reports with the parties, suggest a resolution, or hold, release, refund, or reallocate disputed funds according to the evidence available to it. Any such action is a courtesy, not a determination of fault. It does not make BiomedRx a party, arbitrator, or guarantor, and it does not waive any provision of this Agreement.
12.3 Payment disputes. A Requester must raise any billing dispute in the App within 10 days of the invoice. Undisputed amounts remain due. Initiating a chargeback instead of using this process is a breach, and you will reimburse BiomedRx's chargeback fees and costs.
12.3A Informal resolution first. Before starting a claim against BiomedRx, you and BiomedRx will try in good faith for 30 days to resolve it, after written notice that identifies the parties, the events, and the relief requested. Limitation periods are tolled during this period to the extent the law allows. This step does not prevent urgent relief, required reporting, or preserving rights. Nothing in Section 12 prevents a legally supportable claim against BiomedRx for its own conduct.
12.4 Disputes with BiomedRx: binding arbitration. Any dispute between you and BiomedRx arising out of or related to the App or this Agreement will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or its Consumer Arbitration Rules and due-process protocol, where they apply), before one arbitrator, with remote hearings available, in Los Angeles County, California. Either party may bring an individual claim in small-claims court, or seek emergency injunctive relief to protect intellectual property or confidential information.
12.5 Class and representative action waiver. You and BiomedRx may bring claims only in an individual capacity, not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding, except where such a waiver is prohibited by law.
12.5A Arbitration exceptions, fees, and opt-out.
12.6 Time limit. Any claim against BiomedRx must be filed within 1 year after it arises, or it is permanently barred, to the extent the law permits.
12.7 Governing law. This Agreement is governed by the Federal Arbitration Act and the laws of the State of California, without regard to its conflict-of-laws rules. Any court proceeding permitted under this Section 12 will be brought in the state or federal courts located in Los Angeles County, California.
13.1 HIPAA. The App is not designed to receive, store, or transmit protected health information, and you will not enter PHI into it. The App documents equipment, not patients. If a Service Member may access PHI while servicing a device, the Healthcare Provider and that Service Member are responsible for any Business Associate Agreement and for HIPAA compliance. If BiomedRx agrees in writing to receive PHI, a separate Business Associate Agreement between BiomedRx and the Healthcare Provider governs that PHI and controls over this Agreement.
13.2 Device cybersecurity. Service Members will connect to facility networks or devices only as the facility authorizes. They will use only malware-scanned media and tools, and will immediately report any suspected security incident to the facility and to BiomedRx.
13.3 Federal health program integrity. Users will not bid on or perform Jobs if they, or any of their personnel, are excluded, debarred, or suspended from any federal or state healthcare program or federal procurement. Users will notify BiomedRx immediately if that status changes. No remuneration offered through the App is intended to induce referrals of items or services payable by a federal healthcare program.
13.4 Government work. Jobs for federal, state, or local government facilities may be subject to additional terms, including FAR/DFARS flow-down clauses, Service Contract Act wage determinations, security clearance, and site-access requirements. Those terms control over this Agreement for such Jobs.
13.5 Service records. Service Members will upload a complete service report for each Job within 48 hours of completion. Once approved, a report is published to the client portal for the entitled Healthcare Provider and, where relevant, Manufacturer. The Healthcare Provider is responsible for keeping those reports in its equipment management records for the period its accreditation and state law require. BiomedRx may retain copies but is not the facility's record keeper.
13.6 Your content and data. You own the content you submit, and you grant BiomedRx a worldwide, royalty-free license to use it to operate, improve, secure, and promote the App, including in de-identified and aggregated form. Ratings and reviews must be truthful and based on first-hand experience. BiomedRx may remove content at its discretion and is not responsible for User content. BiomedRx's Privacy Policy governs its handling of personal information, including California Consumer Privacy Act (CCPA/CPRA) rights where they apply.
13.6A Limits on data use. Your license to BiomedRx covers only what is reasonably necessary to provide the App under the Privacy Policy and any data-processing terms. It does not authorize using PHI, confidential technical materials, or proprietary customer data to train general-purpose AI models. Each party keeps its own privacy and security obligations, and BiomedRx's obligations are not eliminated by assigning Users responsibility for their own conduct.
13.7 Recalls and safety notices. BiomedRx may, but is not required to, relay recall or safety information. Users must monitor FDA, manufacturer, and ECRI notices themselves.
13.8 Servicing versus remanufacturing. Calling work "repair", "servicing", "refurbishment", or "maintenance" does not determine its FDA classification. Before changing a device's components, materials, software, safety characteristics, performance specifications, or intended use, you must evaluate the change and its cumulative effect and obtain any required approvals. You will not disable required safety features, defeat access controls, conceal defects, alter traceability information, or return recalled or unsafe equipment to service. An App ticket is not a substitute for any legally required complaint, adverse-event, correction, or removal report.
13.9 Sensitive information and security incidents. Never place PHI, patient images, clinical records, credentials, or other restricted information in photos, chats, recordings, attachments, or AI prompts, or copy it into unapproved external AI systems or personal accounts. Only use such information in a workflow approved for it, with the required agreements and safeguards in place. Report any suspected unauthorized access, disclosure, compromised credential, or security incident to info@biomedrx.com (subject "Security Incident") or (424) 204-2382 without unreasonable delay, and no later than 24 hours after discovery. This contractual deadline does not extend any legal reporting deadline.
14.1 License. BiomedRx grants you a limited, revocable, non-exclusive, non-transferable license to use the App for its intended purpose. You will not copy, reverse-engineer, scrape, bulk-extract, resell, sublicense, or misuse the App or its content (including manuals and procedures, which are licensed to you for your own service work), interfere with its security, attempt to reach records you are not entitled to see, or use it to harass, defraud, or spam anyone.
14.2 Suspension and termination. BiomedRx may suspend or terminate any account, bid, or Job at any time, with or without notice, for any lawful reason, including lapsed qualifications, missing insurance, safety concerns, complaints, or suspected fraud. Termination does not relieve you of obligations you incurred before it. You may stop using the App at any time.
14.3 Changes. BiomedRx may modify this Agreement. It will give at least 30 days' notice of material changes in the App or by email, and continued use after the effective date constitutes acceptance. A change does not apply to a dispute that arose before it.
14.4 Fees and taxes. Fees are as posted in the App, and BiomedRx may change them on 30 days' notice before a change affects a renewal. Each party is responsible for its own taxes.
14.5 Force majeure. BiomedRx is not liable for any delay or failure caused by events beyond its reasonable control, including outages, cyberattacks, natural disasters, pandemics, labor actions, and acts of government.
14.6 Assignment. You may not assign this Agreement without BiomedRx's written consent. BiomedRx may assign it to an affiliate or successor.
14.7 Notices. Notices to BiomedRx must be sent to info@biomedrx.com, with a copy to BiomedRx Inc., 8306 Wilshire Blvd., Suite 777, Beverly Hills, CA 90211. Notices to you may be sent by App message or to your account email.
14.8 Severability and survival. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. Sections 3, 4, and 10 through 17 survive termination.
14.9 Entire agreement; order of precedence. This Agreement, the Privacy Policy, and any Job-specific terms form the entire agreement. In a conflict, the following control in this order: mandatory law; a signed Business Associate Agreement, for privacy and security; a signed service agreement, for the subject matter it specifically addresses; government-Job terms; then this Agreement.
14.10 No waiver; headings; English. Failure to enforce a provision is not a waiver of it. Headings are for convenience only. The English version controls over any translation.
14.11 Suspension is not abandonment. A suspension or termination does not authorize abandoning patients, leaving equipment in an unsafe state, destroying required records, or unlawfully withholding information. You will retain the service, authorization, insurance, and compliance records required by law and your agreements; storage in the App does not replace your own retention obligations.
14.12 Prospective changes. Changes apply only after notice and, where required, renewed acceptance. Posting revised terms does not release an existing claim.
14.13 Your account. Keep your credentials confidential and do not share a login; service records are attributed to the account that created them. Tell BiomedRx promptly if you believe your account has been compromised. You are responsible for activity carried out under your account.
14.14 Offline work. Work recorded without a signal is stored on your device and uploaded when connectivity returns. You are responsible for confirming that queued work has actually synchronized before relying on it having been filed.
15.1 Informational aids only. Unless a signed service agreement says otherwise, the App's biomed AI, manuals, discussions, recommendations, calculations, reminders, templates, network tech support, and remote assistance are informational aids for qualified Users. They do not replace professional judgment, required training, device-specific instructions, physical inspection, validated testing, or required approvals. Nothing in the App is medical advice.
15.2 Verify before acting. AI and human-supplied information may be incomplete, outdated, matched to the wrong device, or simply wrong. Before acting, independently verify every material recommendation, setting, measurement, calculation, and part or software compatibility, and all safety-critical information, against authoritative sources.
15.3 Prohibited uses. Do not use unverified App output to make patient-care decisions, bypass safeguards, change a device's intended use, or certify equipment as safe.
15.4 Remote limits. Remote assistance cannot reveal the full condition of the equipment or the site. The person performing or authorizing the work must obtain the information and help needed to work safely.
15.5 No regulatory self-classification. Nothing in this section declares any App function exempt from medical-device regulation because it is described as informational, educational, or AI-assisted.
Nothing in this Agreement excludes, limits, releases, or transfers liability where the law prohibits it. The releases, disclaimers, indemnities, and limits do not protect BiomedRx from its own fraud, willful misconduct, gross negligence, or other non-waivable responsibility. Nothing waives mandatory rights concerning personal injury or death, consumer protection, employment, privacy, security, public injunctive relief, or government enforcement.
Nothing in this Agreement prevents you from reporting safety concerns, misconduct, crimes, discrimination, privacy incidents, or regulatory violations; cooperating with an investigation; making a protected disclosure; or posting an honest review protected by law, including under the Consumer Review Fairness Act. No provision requires insurance to cover an uninsurable obligation or binds an insurer beyond its policy.
BiomedRx invests substantial time and money in building its network of healthcare facilities, manufacturers, technicians, and service organizations. The App's value depends on work introduced through it being arranged through it. This Section protects that investment and applies to every User. In this Section, "you" includes your affiliates, owners, officers, employees, and anyone acting on your behalf or at your direction.
17.1 Definitions.
17.2 Clients introduced through the App. During the Restricted Period, you will not, directly or through any other person or business, solicit, quote, accept, or perform Direct Work for any Healthcare Provider or Manufacturer that is an App Contact, or for its affiliated facilities, unless the work is arranged through the App or you pay the conversion fee in Section 17.6.
17.3 Service Members introduced through the App. During the Restricted Period, if you are a Requester, you will arrange all Services with any Service Member that is an App Contact through the App. You will not engage that Service Member or its personnel for Direct Work unless you pay the conversion fee in Section 17.6.
17.4 No direct hiring of technicians or ISOs. During the Restricted Period, you will not, without BiomedRx's prior written consent or payment of the placement fee in Section 17.6, employ, engage as an independent contractor or subcontractor, acquire, or otherwise retain, directly or through a staffing agency or other intermediary, any BMET Member, ISO Member, or ISO personnel who is an App Contact.
17.5 No poaching of employees and associates. During the Restricted Period, you will not solicit, recruit, or induce any employee, contractor, consultant, or associate of BiomedRx, its affiliates, or its network partners, or any personnel of another User, whom you encountered through the App, to end or reduce their relationship with BiomedRx or that User. A general advertisement that is not directed at App Contacts is not a solicitation under this Section 17.5.
17.6 Conversion and placement fees. BiomedRx's losses from circumvention are real but difficult to measure. You agree that the following fees are a reasonable estimate of those losses and not a penalty:
You will notify BiomedRx in writing within 10 days of any Direct Work, hire, or engagement covered by this Section, keep accurate records of it, and give BiomedRx reasonable access to those records to verify the fees owed. Paying the applicable fee in full is BiomedRx's remedy for that Direct Work or hire, except for any misuse of Network Information under Section 17.7. BiomedRx may waive or reduce a fee, or approve a transition, in writing.
17.7 Network Information is confidential. Member and client directories, profiles, contact details, rates, bids, Job histories, service records, and messages available through the App ("Network Information") are BiomedRx's confidential information and trade secrets. You will not copy, scrape, export, compile, sell, or use Network Information for any purpose other than performing Jobs through the App. This obligation continues for as long as the information remains confidential, including after the Restricted Period. BiomedRx may seek injunctive relief to protect Network Information under Section 12.4.
17.8 Limits. This Section applies only to the extent permitted by the law that governs it. Nothing in it prevents any individual from engaging in a lawful profession, trade, or business, including working as an employee or contractor of any employer, where the law prohibits such a restraint; in that case, this Section applies to that individual only to the extent the law allows, and Section 17.7 continues to apply. If any part of this Section is held unenforceable, the Restricted Period and scope will be reduced to the longest period (5, 3, 2, or 1 years after you stop using the App) and the narrowest scope that are enforceable, as provided in Section 14.8. Nothing in this Section restricts the rights described in Section 16, delays equipment service needed to protect patient safety in an emergency, or applies where it would conflict with federal procurement law or the terms of a government customer's contract.
17.9 Survival. This Section survives termination of this Agreement and of your account for the full Restricted Period. Section 17.7 survives for as long as the Network Information remains confidential.
Questions about this Agreement: info@biomedrx.com · (424) 204-2382 · BiomedRx Inc., 8306 Wilshire Blvd., Suite 777, Beverly Hills, CA 90211.